New Equity Fear Unlocked: Can Workers Vote Me Out of the Company?‍

Casey Fenton

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September 7, 2023

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It’s the year 2004 and Google, a young yet promising tech giant, has just embarked on its initial public offering. As a new company at the time, Google set a precedent by offering stock options to all its employees. The result? Hundreds of overnight millionaires. For Google, this strategic move was not merely a pay compensation plan. It was an investment in the company's success by directly aligning the employees' interests with the company's fortunes.

Fast forward to the present day, and you find yourself at the helm of your own business. Inspired by companies like Google, you’re contemplating the idea of offering your employees equity in your organization. However, a thought lingers at the back of your mind, sending shivers down your spine: "Can my workers vote me out of the company if I give them equity?"

This fear, quite common amongst founders and CEOs, often arises from misconceptions about stock shares, voting rights, and ownership. This article aims to answer and clarify these concepts to debunk the myths. It will provide guidance on why companies offer equity, who qualifies for it, the potential risks involved, the legal protections available for owners, and best practices to follow when offering stock units.

Why Do Companies Offer Stock-Based Compensation?

Since the business ecosystem is advancing at an unprecedented pace, attracting and retaining top talent is a major challenge. Companies are involved in a constant search for unique ways to incentivize their teams, and stock-based compensation has emerged as a powerful tool in this pursuit. But why exactly do companies choose to offer a piece of their pie to workers? 

1. Attract Talent

The promise of company shares can make a company's pay compensation package more attractive. Prospective workers, whether from a different country or locally, especially those with high skills, might be willing to join a new firm or startup even if the current pay isn't high, as long as they believe in the company's future success and are paid equitably. This is because stock options or restricted stock units (RSUs) provide them with feelings of accountability and a chance to profit if the firm does well.

2. Retain Employees

Stock compensation typically comes with a vesting schedule. This means that workers earn their shares over a period of time (for example, four years). If an employee leaves before their shares are fully vested, they might leave a significant amount on the table. This creates a strong incentive for workers to stay with the company longer.

3. Align Interests

When employees own a part of the company, their interests are directly tied to the company's success. They might be more motivated to go the extra mile, as the value of their shares increases if the enterprise performs well. This creates a shared goal and fosters a team spirit that can be incredibly beneficial for the firm. It’s especially true for remote workers from another country working for the team.

5. Conserve Cash

Especially for startups, cash can be tight. Equity-based compensation allows these companies to attract and retain top talent without incurring a substantial immediate cost. This can be a major advantage in the company's early stages, allowing them to invest more cash in growth and development.

6. Tax Purposes and Benefits

For workers, receiving stock shares can sometimes have tax advantages over receiving an equivalent amount of cash salary. Depending on the form of stock-based compensation and the timing of when it is exercised and sold, workers may be able to delay or reduce the amount of taxes they owe.

Each of these reasons showcases the strategic benefits companies stand to gain by offering stock-based compensation. However, as with any significant decision, it's vital to weigh these benefits against the potential risks and implications for both the firm and its employees. Stock-based compensation is not a one-size-fits-all solution, but in the right circumstances, it can be a game-changing part of a company's growth strategy.

What is the Step-by-Step Process of Awarding Stocks?

While offering stock-based compensation can be a valuable tool in your company’s arsenal, its implementation is a complex process that requires careful planning and execution. Here, we provide a step-by-step guide on how to award shares to your employees, covering everything from eligibility determination to paperwork preparation.

1. Determining Egilibity for Company’s Stock

This is the starting point of your equity journey. Typically, an organization makes its own rules about who qualifies for shares. The decision may involve factors like job responsibilities, expertise, and period of employment. While some companies reserve shares for top-level executives, others present it to all workers as a part of their democracy.

2. Choose Whether to Offer Stock Options or Restricted Stock Units

Next, decide on the form of stock shares you want to offer. It could be stock options, restricted stock units (RSUs), or other forms. Stock options give workers the right to buy the company's stock at a set price, known as the exercise or strike price. Meanwhile, restricted stock units or RSUs are actual shares given to workers, which become theirs once vested.

3. Setting the Exercise Price

For stock options, you need to determine the exercise (or strike) price, which is the price at which workers can purchase the stock. This price is often set at the fair market value of company stock at the date of the grant.

4. Defining the Vesting Schedule of Actual Shares or Stock Options

The vesting schedule is the period over which workers gradually gain control of their shares. For example, a common vesting schedule is four years with a one-year cliff, meaning workers must stay for at least one year to receive any vested shares, and then the rest of their shares vest gradually over the next three years following the grant date.

5. Preparing the Paperwork

Before deciding on the grant date, managing paperwork is where things get legal. Draft the necessary documentation to outline the terms of the stock compensation plan. This includes agreements that detail the type of equity, the vesting schedule, any restrictions on selling the shares, and more. It's crucial that workers fully understand their rights and obligations under these agreements.

6. Communicating with Workers

Finally, sit down with each eligible employee to explain the plan before the grant date. Open communication is key. Provide a clear explanation of how the plan works, including the vesting schedule, their rights as potential shareowners, and the implications for tax purposes.

Who is Qualified for Stock Compensation?

Companies offer stock compensation for several reasons. It serves as an incentive for workers, giving them a direct stake in company success. Stock compensation can also attract top talent, as the promise of stock options or restricted stock units (RSUs) sweetens the compensation plan.

What are the Potential Risks and Disadvantages of Providing Workers with Equity?

While offering stock-based compensation can be a powerful part of a compensation package for attracting and retaining talent, it is not without its pitfalls. As with any corporate decision, it's critical to weigh the potential risks and disadvantages alongside the benefits. Let's delve into some key considerations:

1. Dilution of Ownership

As you issue stock to workers, the percentage of the firm that you and any other existing shareholders own will decrease, or dilute. This dilution can impact control over the firm, especially if a significant portion of the shares is distributed among workers. Hence, it's an interplay of democracy within the organization.

2. Complicated Tax Implications

Stock-based compensation can lead to complex tax situations for both the company and the employees. For instance, workers who receive stock options may face a significant bill for tax purposes when they exercise their options and purchase the stock at the strike price, even before they sell the stock and actually realize any gain.

3. Potential for Disappointment

Stock-based compensation is a gamble for workers. If the firm doesn't perform well, the value of its actual shares may diminish or become worthless. This can lead to disappointment and decrease the sense of job satisfaction and productivity.

4. Misalignment of Employee and Company Goals

For example, an employee who owns a significant amount of company stock might push for strategies that increase short-term stock value at the expense of the business’s long-term health.

5. Impact on Future Funding or Sale

Offering a large amount of shares to workers may make the firm less attractive to future financiers. They may not want to fund a firm where a significant portion of control is held by employees, as this dilutes their potential voting rights and influence over the company's direction.

6. Administrative Complexity

Managing a stock-based compensation plan can be administratively complex and time-consuming. It requires clear communication with employees about their stock grants, how they work, and their taxes. It also requires regular valuation of the company's stock to determine the fair market value of its shares, which can incur a significant cost and intricate process.

7. Change in Company Culture

As workers become shareholders, the culture of the organization may change. The shift from a salary-based compensation system to an equity-based one might cause stress among workers, especially if the company's stock value fluctuates.

What are Voting Rights?

When someone owns shares in a company, they typically gain voting rights proportional to their stake. Voting rights give them a say in major decisions, like electing the board of directors or approving sales of the firms. The specifics of these rights can vary depending on the type of equity and the terms set by the organization.

Can Workers Vote Me Out of the Company if I Give Them Equity?

Now, here’s the answer to your million-dollar question: It depends.

Theoretically, if employees collectively own a majority of the company's stock, they could have significant voting rights. But, the chances of them using a vote out on a founder or major investor are slim. For one, workers who receive equity often get common shares, which might have fewer voting rights than the preferred shares that founders or investors hold. Plus, large-scale coordination among workers to oust a founder is unlikely.

What are the Legal Protections for Owners?

As a founder, it's essential to understand that while stock-based compensation can empower your workforce and align their goals with yours, it can also come with risks. Hence, it's crucial to have legal protections in place to prevent undue loss of control. Let's dive into the legal protections commonly used:

1. Voting Rights Limitation

You may choose to issue non-voting shares to employees aside from the board. This means while workers receive a share of the company's profit in the form of dividends, they don't have voting rights in shareholder meetings, so they can cast a vote.

2. Supermajority Provisions

A supermajority provision requires a certain percentage (usually higher than 50%, such as 2/3 or 3/4) of shareholder votes to approve significant decisions of the board. This can prevent major changes unless there is a broad consensus or vote among shareholders, safeguarding your interest from unfavorable votes.

3. Veto Power

Owners can maintain veto power on certain critical decisions, which can be a crucial safety net to protect the company's direction from swinging dramatically based on the will of the majority of shareowners or the board.

4. Retaining Control Over the Board of Directors

The board of directors has a significant role in steering the direction of a firm. Ensuring that the board remains largely composed of founders or investor representatives can prevent employees from steering the firm in undesired directions.

5. Buy-Sell Agreements

These agreements come into play when a shareholder decides to sell their shares. A buy-sell agreement at the beginning can give existing shareholders (like the original owners) the right of first refusal, allowing them to purchase the shares before they're sold to an outside party.

What are the Different Types of Clauses that Protect Owners?

Drafting shareholder agreements with specific clauses can protect owners' interests while offering stock-based compensation to employees. Here are some key clauses:

Vesting Clauses

A vesting schedule determines when workers can actually exercise their stock options or when their granted shares become their property. A common form of vesting is "four years with a one-year cliff," meaning that the employee must stay with the organization for at least a year to earn any shares.

Clawback Provisions

Clawback provisions enable companies to reclaim stock or compensation under certain conditions, like the termination of the employee's contract due to misconduct.

Drag-Along Rights

This clause allows major shareholders to force minor shareholders to join in the sale of the business. This helps protect the interests of the owners by ensuring they can sell their firm when they choose to do so.

Pre-Emptive Rights

This clause gives existing shareowners the right to purchase new shares before they're offered to an external investor, helping to prevent the dilution of their stake.

Anti-Dilution Provisions

These provisions protect investors by issuing them additional shares in the event of a down round, thereby maintaining their percentage of shares in the firm.

Right of First Refusal

This clause ensures that if a shareholder decides to sell their shares, the organization or other shareowners have the right to buy those shares first, potentially preventing unwanted third-party stakes.

Sharing Equity Doesn’t Have to be Scary

Granting shares to workers is a significant decision and a profound gesture of trust and reward. While the concept may initially seem daunting, with careful planning and strategy, it's a game that owners and workers can both win and there’s no difference. It's true that the introduction of more shareholders means more voices in the voting process, but remember that the voting itself and shareowners’ input don't have to lead to a loss of control. By making use of legal protections, including on vote out and different types of protective clauses, you can maintain a firm grip on your company's steering wheel while allowing workers to enjoy the ride and share in the company's success.

It's critical to remember that equity-based compensation plans are tools of motivation that help align the interest of your workers with company success. Its difference from typical remuneration is that It's not just about giving away slices of the organizational pie; it's about making the entire pie bigger with everyone's efforts. With a sound understanding of the vesting schedule, exercise price, taxes, and other nuances of stock-based compensation, you can leverage it to attract top-tier talent, retain your skilled workforce, and incentivize them to contribute to the company's growth.

Rid yourself of the fear of voting rights! Despite allowing for democracy, the possibility of a vote out by your team is a rare scenario if you've set up the right legal protections and cultivated a collaborative, productive work environment. You are the person who began the journey, and with the right strategies, you can ensure you remain the one leading it, regardless of how many others you invite to join you on the path to success.

If you’re still unsure how to go about offering company shares to your valuable employees, allow us to take the guesswork out of the picture. Upstock carries RSU plans that are ideal for company-worker alignment that impacts business bottom lines as well as employees’ best interests. Book a demo with us to find out how we do it.

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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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