How Does Equity Compensation Work in a Private Company: Unveiling the Mechanics


Equity compensation is a non-cash payment method where employees receive a piece of the company’s ownership, typically in the form of shares or stock options. In private companies, this form of compensation is especially significant. Why? Because unlike public companies, private firms don’t have publicly traded stock.

The allure of equity compensation lies in its potential for substantial future rewards. Imagine being an early employee at a company like Uber or Airbnb. The equity received when the company was in its infancy could be worth millions once the company goes public or gets acquired.


Types of Equity Compensation

There are several forms of equity compensation, each with its nuances:

Stock Options: These give employees the right, but not the obligation, to buy shares at a predetermined price, known as the strike price. They become valuable if the company’s value rises above this price.

Restricted Stock Units (RSUs): RSUs represent a promise to give an employee shares at a future date. Unlike stock options, there’s no purchase necessary. Once RSUs vest, they’re converted to shares.

Stock Grants: These are direct equity awards given to employees. They’re less common than options or RSUs but can be particularly valuable since they represent immediate ownership.

Granting Equity

Private companies grant equity based on various factors. The amount might depend on the employee’s role, seniority, or the company’s stage of growth. For instance, early-stage startups might offer more generous equity packages to attract top talent, and this is the domain where FD Capital can help, while mature companies might offer less equity but higher salaries.

The process usually begins with an offer letter detailing the equity grant’s terms. Once accepted, the employee might receive a stock option agreement or similar document outlining the equity’s terms and conditions.


Vesting Schedules

Vesting schedules dictate when employees can access their equity. It’s a way for companies to incentivize long-term commitment. A common vesting schedule is “four years with a one-year cliff.” This means that if an employee leaves before one year, they get nothing. But at the one-year mark, 25% of their equity vests, with the remaining vesting monthly over the next three years.

Valuation and Strike Price

For stock options, the strike price is crucial. It’s the price at which employees can buy shares. In private companies, determining this price can be complex since there’s no public market dictating the stock’s value. Typically, companies will undergo a 409A valuation to establish their stock’s fair market value, which then sets the strike price.

Tax Implications

Equity compensation can have significant tax implications. For stock options, taxes are typically due when they’re exercised. The amount is based on the difference between the stock’s current value and the strike price. RSUs, on the other hand, are taxed upon vesting.


Exercising Options and Liquidation Events

Exercising stock options means purchasing the shares at the strike price. It’s a decision that should be made strategically, considering factors like upcoming company milestones or personal financial situations.

For equity to translate to cash in private companies, a liquidation event, like a sale or IPO, is necessary. These events can lead to significant payouts for equity holders, but they’re not guaranteed.

Risks and Rewards

Equity compensation in private companies is a balance of risk and reward. The potential for a substantial payout exists, but there’s also a risk that the equity might end up worthless if the company fails.

For employees, it’s essential to understand the terms of their equity compensation and to consider the company’s prospects. Diversifying investments and not relying solely on one company’s success for financial security is always a wise approach.