
Exercise your employee stock options at the right time to maximize benefits. If you're eligible for vesting, wait until the vesting period ends to exercise your options, which can take anywhere from one to four years. This allows you to enjoy the full value of your options.
The tax implications of exercising your options can be significant. Exercising your options before the vesting period can result in a higher tax bill, which may not be ideal.
Consider exercising your options when the stock price is low, as this can minimize your tax liability. However, this approach requires careful planning to avoid missing out on future gains.
Understanding Employee Stock Options
Employee stock options can be a complex and nuanced topic, but understanding the basics can help you make informed decisions about when to exercise them.
An employee stock option (ESO) is a type of equity compensation granted by companies to their employees and executives, giving them the right to buy the company's stock at a specified price for a finite period of time.
The greatest benefit of a stock option is realized if the price of a company's stock rises above the call option exercise price, allowing the holder to obtain the company's stock at a discount.
When you exercise your options, you're essentially buying shares that are worth something, and the government will tax you on any value that you get from your employer, which is the difference between the Fair Market Value (FMV) of the shares at exercise and the strike price you pay the company for the shares.
For example, if you received 10,000 shares at a grant price of $1.00 apiece, and you exercise them all at a price of $10.00, you'll pay $10,000 for the shares, but receive shares worth $100,000, resulting in a taxable gain of $90,000.
The amount you'll be taxed depends on whether you have ISOs or NSOs, with ISOs being taxed at the Alternative Minimum Tax and NSOs being taxed at the ordinary income tax rate, which can be substantial, often as much as 35-50% of the difference between what you paid for the shares at exercise and their value.
Benefits and Types of Equity
Equity compensation plans, such as Employee Stock Options (ESOs), offer employees a chance to share in the company's success and financial gains through stock holdings.
Employees who participate in ESOs can achieve financial gains when they sell their stock for a profit, and they may also feel motivated to be fully productive because they own a stake in the company.
ESOs can provide a tangible representation of an employee's contribution to the employer and may even offer tax savings upon sale or disposal of the shares.
For employers, ESOs serve as a key recruiting tool, boosting employee job satisfaction and financial well-being by providing lucrative financial incentives.
Types of Equity Compensation
There are several types of equity compensation plans, including:
- Restricted stock grants: These give employees the right to acquire shares after meeting certain criteria, such as working for a defined number of years or meeting performance targets.
- Stock appreciation rights (SARs): SARs provide the right to the increase in value of a designated number of shares, payable in cash or company stock.
- Phantom stock: This pays a future cash bonus equal to the value of a defined number of shares, although the phantom stock may be convertible to actual shares under certain conditions.
- Employee stock purchase plans: These plans give employees the right to purchase company shares at a discount.
Benefits
Equity compensation plans like Employee Stock Options (ESOs) offer numerous benefits to both employees and employers. For employees, ESOs provide an opportunity to share directly in the company's success through stock holdings, which can lead to financial gains when sold for a profit.
Financial gains can be substantial, especially if the employee obtained the stock at a discount. This can be a significant motivator for employees, making them feel more invested in the company's success. Pride of ownership can also boost employee morale and productivity.
Here are some key benefits of ESOs for employees:
- An opportunity to share directly in the company’s success through stock holdings
- Financial gains achieved when stock obtained at a discount is sold for a profit
- Pride of ownership; employees may feel motivated to be fully productive because they own a stake in the company
- A tangible representation of how much their contribution is worth to the employer
- Depending on the plan, the potential for tax savings upon sale or disposal of the shares
For employers, ESOs serve as a valuable recruiting tool, helping to attract top talent in a competitive job market. They also boost employee job satisfaction and financial well-being by providing lucrative financial incentives, which can lead to increased productivity and retention.
Other Types of Equity
Restricted stock grants give employees the right to acquire or receive shares once certain criteria are attained, like working for a defined number of years or meeting performance targets.
These grants can be a powerful motivator for employees, as they have a direct stake in the company's success.
Some plans give employees the right to purchase company shares, usually at a discount, which can be a great way to encourage employees to invest in their own future.
Employee stock purchase plans are a popular option for companies looking to offer equity to their employees.
Here are some examples of other types of equity compensation:
- Stock appreciation rights (SARs): These provide the right to the increase in the value of a designated number of shares; such an increase in value is payable in cash or company stock.
- Phantom stock: This pays a future cash bonus equal to the value of a defined number of shares; usually, no legal transfer of share ownership takes place, although the phantom stock may be convertible to actual shares if defined trigger events occur.
Vesting and Expiration
ESOs typically vest in chunks over time on predetermined dates, as set out in the vesting schedule. This can be a 25% vesting schedule per year over four years, for example.
If you don't exercise your 25% vested ESOs after year one, you would have a cumulative increase in exercisable options. This means you'll have more options to exercise in future years.
The actual acquired stock may not be vested, even if your ESOs have vested. This can pose a dilemma, especially if you've already paid tax on the ESO spread.
Holding ESOs until expiration can be a good idea, as it allows you to avoid paying the exercise price and tax on the spread. However, you'll still have to pay tax on the spread, and you'll lose the time value of the options.
At expiration, the after-tax, net of time value gains and losses can be minimal. For example, at a price of $120 upon expiration, actual gains (after subtracting time value) are just $7,000.
Exercising ESOs can be a taxable event, even if you don't sell the stock. This means you'll have to pay tax on the exercise price and the spread.
If your startup does well, it's generally better to exercise your options as they vest. This is because you'll have a better chance of selling the stock at a higher price, and you'll avoid paying tax on the spread.
Tax Implications
Taxation begins at the time of exercise, and the sale of acquired stock triggers another taxable event. The ESO spread, or bargain element, is taxed at ordinary income tax rates as part of an employee's compensation.
You'll be taxed on any appreciation when you sell the shares, and the tax payable at the time of exercise is a major deterrent against early exercise of ESOs. The IRS considers the difference between the exercise price and the market price as a taxable gain.
The tax implications of exercising employee stock options can be significant, with tax rates ranging from 32.2% to 50% of the difference between the exercise price and the market price. The type of stock option, whether ISO or NSO, also affects the tax treatment.
Here's a comparison of the tax implications of exercising ESOs as you vest versus all at once:
The tax implications of exercising ESOs can be complex, and it's essential to consider the type of stock option, the tax treatment, and the potential tax liabilities when deciding when to exercise your options.
Tax Implications of Employee Stock
The option grant itself is not a taxable event, but taxation begins at the time of exercise. The ESO spread, or bargain element, is taxed at ordinary income tax rates.
You'll be taxed on any appreciation when you sell the shares, which can be a significant amount. For example, if you exercise your options at a price of $1.00 and the company is acquired or goes public at $100.00 per share, you'll pay taxes on the $99.00 that the shares have appreciated since they were granted.
The tax payable at the time of exercise is a major deterrent against early exercise of ESOs, but it may be justified in certain cases, such as when cash flow is needed or the stock or market outlook is deteriorating.
Here's a comparison of the tax implications of exercising your options as you vest versus exercising all at once:
Keep in mind that exercising as you vest can save you a significant amount of taxes, especially if you hold the stock for over a year after exercise and two years after grant, at which point you'll pay long-term capital gains tax.
However, exercising as you vest can go wrong if your startup fails, in which case you'll have paid for options that are worth less than the strike price (or nothing at all) – and the taxes you've paid on the strike price can only be deducted as capital losses.
The Value of You Is Not Easy
The value of your ESOs is not easy to ascertain. It's a complex calculation that requires specialized knowledge.
Many ESOs are granted with a term of 10 or more years, but there's no market price reference point to rely on. This makes it difficult to estimate their value.
Option pricing models are needed to value your ESOs, as they provide a theoretical price based on various assumptions. Your employer is required to specify this price in your options agreement.
The assumptions made in the input variables can significantly impact option prices. For example, assumptions about the expected length of employment and estimated holding period before exercise can shorten the time to expiration.
Assumptions about volatility can also have a significant impact on option prices. If your company assumes lower-than-normal levels of volatility, your ESOs would be priced lower.
It may be a good idea to get several estimates from other models to compare them with your company's valuation of your ESOs. This can give you a more accurate picture of the value of your ESOs.
Exercise and Valuation
The value of your employee stock options (ESOs) is not always easy to determine, especially when compared to exchange-traded options. Since ESOs are not traded on the market, their value can be difficult to estimate.
To calculate the time value of your ESOs, you'll need to use a theoretical pricing model like the Black-Scholes option pricing model. This model takes into account variables such as the exercise price, time remaining, stock price, risk-free interest rate, and volatility to estimate the fair value of your ESOs.
The time value of your ESOs can be significant, especially if they have a long time to expiration. For example, if your ESOs have a 10-year expiration date and a calculated fair value of $40, subtracting the intrinsic value of $30 gives you a time value of $10 per share. This can add up quickly, especially if you have a large number of shares.
Here's a rough estimate of how time value can add up:
Keep in mind that this is just a rough estimate and the actual time value of your ESOs can vary depending on the specific variables used in the Black-Scholes model.
When considering exercising your ESOs, remember that you'll be giving up time value, which can result in a large hidden opportunity cost. It's essential to carefully consider the value of your ESOs and the potential impact of exercising them before making a decision.
Reload Option
A reload option is a benefit that can be offered to employees in some ESO agreements. This option allows employees to be granted more ESOs when they exercise currently available ESOs.
This can be a significant advantage for employees, as it gives them the opportunity to acquire more equity in the company. The reload option can also be a valuable incentive for employees to exercise their stock options.
The key to a reload option is that it's an additional benefit that's offered to employees. This means that companies can use it as a way to reward and retain top talent.
Valuation and Pricing
The main determinants of an option's value are volatility, time to expiration, the risk-free rate of interest, strike price, and the underlying stock's price. Understanding the interplay of these variables, especially volatility and time to expiration, is crucial for making informed decisions about the value of your ESOs.
Time value is a very important component of options pricing. If you are awarded at-the-money ESOs with a term of 10 years, their intrinsic value is zero, but they have a substantial amount of time value.
Option time decay is not linear in nature. The value of options declines as the expiration date approaches, a phenomenon known as time decay, but this time decay is not linear in nature and accelerates close to option expiry.
To illustrate the impact of time decay, let's consider an example: with 10 years remaining to expiration, the price of the ESO increases 53% to $35.34, while with two years remaining, the price increases 80% to $17.45.
Here's a summary of the impact of time decay on option prices:
With listed options, the time to expiration is specified and cannot be arbitrarily changed. Assumptions about volatility can also have a significant impact on option prices. If your company assumes lower-than-normal levels of volatility, your ESOs would be priced lower.
Exercise Costs
Exercise costs can add up quickly, especially if you're granted a large number of options.
You'll have to pay the company for the shares you're being given, which is a straightforward cost. For example, if you're granted 10,000 options at a strike price of $1.00 and you exercise them all, you'll pay the company $10,000.
Taxes on exercised options can be substantial, often as much as 35-50% of the difference between what you paid for the shares and their value. This is because the IRS considers the gain in value to be taxable income, even if you're not receiving any actual cash.
When Does an 83(b) Make Sense?
An 83(b) election makes sense when your company allows early exercise of stock options, meaning you can buy all your options immediately at the stated exercise price.
If your company has this policy, you can file an 83(b) election, which can help you avoid potential tax implications down the line.
You'll typically be eligible for an 83(b) election if your compensation package includes restricted stock grants, but it's a bit more complicated if you're getting stock options.
In that case, your company may allow for early exercise, but if you leave before you're fully vested, the company will buy back your options at the exercise price.
Here are some key considerations when deciding whether to file an 83(b) election:
How Can I Help You?
If you're unsure about when to exercise your stock options, don't worry, I'm here to help. Each situation is different, and the key is understanding your company's policy.
Some companies require you to wait until your options have vested, which can be a set period of service to the company. Vesting is like unlocking your options over time, with a typical schedule of four years and a one-year cliff.
You can think of it like this: if you're granted 10,000 options, you might be allowed to exercise 1/4 of them on the first anniversary of your employment, and the remaining options in equal installments over the last three years.
Other companies allow early exercise, which means you can convert options to shares before they've vested. This can be a great opportunity to take ownership of shares on a vesting schedule.
How to
Exercising stock options can be a complex process, but understanding the basics can help you make informed decisions.
You should know that stock options typically come with a predetermined price, known as the "strike price", and a specified period, or "exercise period", during which you can exercise them.
To exercise your options, you'll need to meet the vesting requirements set by your company. Vesting is like unlocking your options over time, with some companies allowing you to exercise a portion of your options after a certain period of service.
For example, if you're granted 10,000 options and they vest over four years with a one-year "cliff", you'll be able to exercise 1/4 of the options on the first anniversary of your employment and the remaining options in equal installments over the last three years.
Some companies allow early exercise, which means you can convert options to shares before they've vested. However, if you leave the company before vesting is complete, the company may have the right to take back the shares.
Equality
Equality in Exercise and Valuation is a crucial aspect to consider. All options give you the right to purchase shares at the strike price.
Incentive stock options (ISOs) and non-qualified stock options (NQSOs) are the two common types of employee stock options, and they are treated differently for tax purposes.
Frequently Asked Questions
Is it better to exercise stock options when the price is low?
Exercise stock options when the price is low if you believe the stock will continue to climb, potentially increasing its value. Exercising low-priced options can be a good strategy if you think the stock is undervalued.
Sources
- https://www.investopedia.com/terms/e/eso.asp
- https://www.oysterhr.com/glossary/exercising-stock-options
- https://bayangels.com/when-to-exercise-stock-option-as-a-startup-employee/
- https://humaninterest.com/learn/articles/navigating-startup-equity-exercise-shares/
- https://www.feltonandpeel.com/what-are-your-employee-stock-options/
Featured Images: pexels.com