Making Sense of Stocks: Key Distinctions between Common Stock and Preferred Stock‍

Casey Fenton

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October 23, 2023

Did you know that when Google went public in 2004, the event turned many of their employees into instant millionaires due to the common stock they held? Meanwhile, in the wake of the financial crisis in 2008, several big companies, such as General Electric, used preferred stock to shore up their capital bases, attracting investors with stable dividends during turbulent times. These are just two examples of the incredible potential and versatility of stock-based equity compensation.

Have you ever considered offering your employees equity compensation in your startup? If your answer is yes, then this article found you. This guide will unravel the intricacies of common and preferred stocks, arming you with the necessary insights to make informed decisions.

Overview of Stocks as Equity Compensation

When it comes to stocks as a form of equity compensation, it’s referring to a method by which companies can both attract talent and reward their employees for their efforts, thereby creating a work environment in which the successes of the company directly translate into personal financial gain for its workers. This can serve to motivate employees and align their interests with those of the company.

Stocks as equity compensation became popular in the tech boom of the 1990s. Companies, particularly startups with limited cash flow, sought innovative ways to compensate their employees. Instead of offering higher salaries—which these young companies often couldn't afford—they began offering pieces of the company itself. This inventive strategy paid off massively for employees in successful startups, a fact that has spurred its continued popularity in today's business world.

But stocks aren't merely an attractive carrot to dangle in front of potential employees. For the companies themselves, there are distinct advantages too. Distributing shares of stock helps to distribute the risk. By inviting more shareholders, a company can reduce the financial impact on any one individual should the business face hardship. Furthermore, offering equity compensation can help maintain cash reserves since a portion of the compensation package is tied up in the company's equity rather than being paid out in cash.

However, it's important to note that not all stocks are created equal. There are several types of equity compensation, including stock options, restricted stock, and employee stock purchase plans. Each of these can have different tax implications and rules for the employer and employee.

For this discussion, the focus would be more on the two specific types of stocks that are often used in equity compensation plans: common stock and preferred stock. Both types offer different benefits and risks, making them more suitable for certain situations and specific types of companies.

Understanding Common Stock

Common stock can be thought of as the basic form of ownership in a company. Owning common stock means that you, as an employee, own a piece of the business and stand to gain (or lose) alongside your company's successes (or failures). Understanding the elements of common stock will help clarify why this form of equity compensation can be an attractive choice for both employers and employees in certain scenarios.

Here are the distinct characteristics of common stock:

1. Voting Rights

One of the notable attributes of holding common stock is the power to influence the direction of the company. Common shareholders typically have voting rights, allowing them to have a say in significant corporate decisions such as electing the board of directors or approving a proposed merger.

2. Dividends

Dividends are a portion of a company's earnings distributed to shareholders. While not all companies offer dividends, those that do typically distribute them to common shareholders. However, it's important to note that these dividends are not guaranteed and can fluctuate based on the company's performance and dividend policy.

3. Capital Appreciation

The potential for capital appreciation is one of the main reasons people invest in common stocks. If the company performs well, the price of the stock can increase over time, potentially providing significant returns to shareholders.

4. Residual Claim

In the event of company liquidation, common shareholders have what’s known as a residual claim on the company’s assets. This means they are last in line after creditors, bondholders, and preferred shareholders. While this might seem like a downside, it's a trade-off for the potentially higher returns and voting rights common stock provides.

5. Risk and Reward

Holding common stock involves a higher level of risk compared to other types of equity, as common stockholders are the most vulnerable to market volatility and company performance. However, with this increased risk comes the potential for greater rewards, particularly for startups or high-growth companies that could see significant stock price appreciation.

Pros and Cons of Common Stock

Just like any form of investment or compensation, common stocks have their strengths and weaknesses. Depending on the specific circumstances of a company and the preferences of its employees, these pros and cons can significantly influence the decision to utilize common stock as a form of equity compensation.

Pros:

Opportunity for High Returns - The potential for significant capital gains is one of the most attractive benefits of common stock. If a company performs exceptionally well, common shareholders could see a substantial increase in the value of their shares.

Direct Participation - Common stock gives employees a direct stake in the company, fostering a sense of ownership and shared destiny. This can enhance commitment, boost morale, and inspire employees to contribute their best to the company's growth.

Voting Privileges - The ability to participate in major corporate decisions fosters a culture of transparency and inclusivity. Employees feel valued, listened to, and more involved in shaping the company's future.

Cons

Market Volatility - The value of common stocks can fluctuate based on numerous factors, including the company's performance, market trends, and broader economic conditions. This volatility can be stressful for employees, particularly if a significant portion of their compensation is tied to the stock's value.

Last in Line - In the unfortunate event of liquidation, common stockholders are last in line to receive any remaining assets after all other obligations are paid. This adds an extra layer of risk to holding common stock.

Uncertain Dividends - While dividends can be a nice bonus for common stockholders, they're by no means guaranteed. Companies can choose to reduce or eliminate dividends in response to financial circumstances, which can be disappointing for those counting on this income.

Understanding Preferred Stock

Now that we've dug into the specifics of common stock, let's shift our attention to another form of equity compensation: preferred stock. Preferred stock is a more complex type of equity with characteristics akin to both common stock and bonds, making it a unique choice for equity compensation.

Here's a comprehensive look at the main features of preferred stock:

1. Dividends

One of the primary advantages of holding preferred stock is the receipt of dividends. Preferred shareholders usually receive dividends before common shareholders, and these dividends are typically at a fixed rate, which offers a predictable income stream.

2. Priority in Liquidation

In the unfortunate event of a company's liquidation, preferred shareholders have a higher claim on any remaining assets than common shareholders. This provides an additional layer of security for preferred stockholders.

3. Conversion Rights

Some preferred stocks come with the option to convert into common stock. This conversion can be an advantage if the price of the company’s common stock rises significantly.

4. Limited Voting Rights

Preferred stock generally does not come with voting rights. However, this can vary depending on the company's specific stock structure.

5. Callability

Preferred stock is often callable, meaning the company has the right to buy back the shares at a predetermined price. While this allows the company more financial flexibility, it can limit the appreciation potential for shareholders.

Pros and Cons of Preferred Stock

Preferred stock offers a unique blend of features that set it apart from common stock. However, just as with any investment, it comes with its own set of advantages and drawbacks. These should be carefully weighed before deciding to offer preferred stock as part of your company's equity compensation plan.

Pros 

Stable Dividend - Preferred stock often provides reliable and relatively high dividends. This can be a compelling feature for those who appreciate a steady income stream.

Priority in Liquidation - Preferred shareholders stand ahead of common shareholders during liquidation. While nobody wants to consider the prospect of a company's demise, this feature offers an extra layer of financial security.

Potential for Conversion - Convertible preferred stocks give shareholders the right to convert their preferred shares into common shares. If the company performs well, this conversion could lead to notable gains.

Cons

Limited Voting Rights - Unlike common stock, preferred stock generally does not grant voting rights. This might deter employees who wish to have a voice in the company's decision-making process.

Capped Returns - Unlike common stocks, which have unlimited upside potential, the gains of preferred stocks are typically capped due to their callability. If the company does exceedingly well, preferred stockholders might not reap as much benefit as common shareholders.

Callable Shares - Companies often reserve the right to buy back preferred shares at their discretion. This can limit appreciation potential and introduce uncertainty for shareholders.

As you consider the benefits and drawbacks of preferred stock, it's essential to take into account the specific needs and risk tolerances of your employees, as well as the financial and strategic situation of your company. This will help ensure that your chosen form of equity compensation aligns with your overall corporate goals and culture.

Comparative Analysis: Common Stock vs. Preferred Stock

Comparing common and preferred stock reveals a variety of key differences. This side-by-side analysis will provide a clearer picture of the contrasts between the two, offering valuable insights as you decide which form of equity compensation is most suitable for your company.

Point 1: Dividends

Common stock dividends are variable and are never guaranteed, often depending on a company's profitability and policy. Preferred stock dividends, on the other hand, are typically fixed and paid out before any dividends go to common shareholders. This makes preferred stock dividends more predictable and secure.

Point 2: Voting Rights

Common stockholders usually have voting rights, granting them influence over significant company decisions. In contrast, preferred stockholders typically do not have voting rights, making them less involved in a company's strategic direction.

Point 3: Liquidation Preference

In the case of a company's liquidation, preferred stockholders have a higher claim on the company's assets than common stockholders. This means preferred stockholders will receive their share of any remaining assets first.

Point 4: Appreciation Potential

Common stocks generally offer higher appreciation potential, making them more appealing to those willing to embrace risk for the chance of substantial gains. Preferred stocks, while generally more stable, often have limited appreciation due to their callability.

Point 5: Risk Profile

Common stocks come with a higher risk, as their value is directly linked to the company's performance and market volatility. Preferred stocks present less risk, offering more stability with their fixed dividends and higher claim in case of liquidation.

Point 6: Conversion Rights

Some preferred stocks come with conversion rights, allowing shareholders to convert their shares into common stock. Common stock does not offer this feature.

Taking these distinctions into account is critical when deciding the type of stock to include in your equity compensation plan. After all, the most suitable choice will depend on a range of factors, including your company's goals, financial situation, and the preferences of your employees.

Factors to Consider When Choosing Between Two Stocks

When deciding on the type of equity compensation to offer, companies must consider several factors. These factors help ensure that the chosen type of stock aligns with the company's long-term objectives and is advantageous to the employees. Here are some suggested considerations:

  1. Financial Stability of the Company: Companies that are financially stable and have a predictable cash flow might prefer to issue preferred stocks due to their fixed dividends. On the other hand, startups or high-growth companies might opt for common stocks, allowing them to share the rewards (and risks) of the company's performance with their employees.

  1. Growth Prospects: If your company has significant growth potential, common stocks can be an excellent choice. They give employees the opportunity to share in the company's success as the stock price appreciates. On the flip side, if growth prospects are moderate, preferred stocks with their steady dividends might be more attractive.

  1. Employee Preferences: Some employees might prefer the predictability of preferred stocks with their regular dividends, while others might be willing to take on more risk for the chance of substantial capital gains offered by common stocks. Understanding your employees' risk tolerance and income preferences is imperative.

  1. Company Control: If maintaining control of the company is a priority, you might lean towards issuing preferred stocks, as they typically do not come with voting rights. Issuing common stock can dilute control, as these shares usually grant voting rights to holders.

  1. Capital Raising Strategy: If a company plans to go public in the future, it might prefer to issue common stock to its employees. Doing so can help establish a market for its shares and make the transition to public ownership smoother. Preferred stock is less commonly used in such situations due to its hybrid nature.

  1. Tax Implications: Both common and preferred stocks have different tax implications for companies and employees. Companies should consider these impacts before making a decision.

These are just a few of the factors to consider when choosing between common and preferred stock for equity compensation. Consulting with a financial advisor or compensation specialist can help you make the best decision for your specific situation.

Five Situational Examples Where Common Stock and Preferred Stock are Ideal to Leverage

Scenario 1: High-Growth Startup (Common Stock)

Consider a high-growth tech startup called "InnovateX". The CEO, Amelia, is looking for ways to incentivize her team of ambitious engineers who are instrumental in developing cutting-edge software. Here, offering common stock as part of their compensation package could be a win-win. The employees get to share in the potential upside of the company, and Amelia encourages an ownership mindset that aligns her team's efforts with the company's success.

Scenario 2: Mature, Stable Company (Preferred Stock)

On the other hand, there’s "SafeHarbor Insurance," a mature company with stable earnings. The CEO, Benjamin, wants to attract top talent without causing much fluctuation in company control. Here, offering preferred stock as equity compensation could be a good move. Employees receive consistent, fixed dividends and Benjamin maintains the current voting dynamics in the company.

Scenario 3: Early-stage Startup (Common Stock)

Early-stage startup "EcoEnergy" is spearheading renewable energy solutions. The founder, Carlos, doesn't have much cash on hand to offer competitive salaries. However, he has a vision that attracts passionate individuals. By offering common stock, Carlos can provide his team with an ownership stake in EcoEnergy, aligning their efforts with the company's potential success.

Scenario 4: Company Planning an IPO (Common Stock)

Now consider "TravelEase," a private travel company planning to go public. The CEO, Diana, decides to issue common stock to employees pre-IPO. This strategy can help establish a market for the shares and make the transition to public ownership smoother, rewarding the employees as the company's valuation grows.

Scenario 5: Company with a Steady Cash Flow (Preferred Stock)

Take for instance "HealthyFood Inc.," a well-established company in the food industry with steady cash flow. The CEO, Edward, wants to offer his employees a regular income in the form of dividends without giving away voting rights. In this case, issuing preferred stock would be an ideal way to reward employees and keep the current voting structure intact.

These scenarios highlight how the choice between common and preferred stock depends heavily on the company's stage, financial stability, growth prospects, and overall strategy. Always consider these factors and consult with a financial advisor to make the best decision for your specific situation.

Verdict: A Tie

Both common stock and preferred stock offer unique advantages as forms of equity compensation. Their value as incentives hinges on various factors, such as a company's growth prospects, financial stability, capital-raising strategy, and the preferences of the employees. While common stock might be more suitable for high-growth startups or companies planning to go public, preferred stock could be the better choice for mature companies with steady cash flow and predictable dividends.

However, it's important to note that these are not the only equity compensation options. Other alternatives, like Restricted Stock Units (RSUs), might provide a more advantageous path in certain scenarios. RSUs, which grant the recipient shares of stock subject to certain vesting conditions, combine some benefits of stock ownership with fewer risks tied to stock price fluctuations. They can be a more streamlined and simplified way to incentivize employees, making them a popular choice for many companies. As always, engaging a financial advisor to understand all the options is key to developing the most effective equity compensation strategy for your company.

If you want to know more about RSU plans and how they stack up against other equity compensation types, book a demo with Upstock today.

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ABOUT THE AUTHOR

Casey Fenton

Founder, Upstock & Couchsurfing, AI and Equity Innovator

Casey Fenton, the founder of Upstock & Couchsurfing and an AI and equity innovator, has revolutionized how we perceive and implement equity in the workplace. His foresight in creating platforms that not only connect people but also align their interests towards communal and corporate prosperity has established him as a pivotal figure in technology and community building. Casey speaks worldwide on topics including ownership mindset, worker equity, With Upstock and Couchsurfing, he has demonstrated an unparalleled expertise in harnessing technology for the betterment of community interaction and organizational benefits.

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