FMV: How Fair Market Value Impacts The Equity Compensation of Your Employees

Casey Fenton

FMV: How Fair Market Value Impacts The Equity Compensation of Your Employees

June 19, 2023

FMV: How Fair Market Value Impacts The Equity Compensation of Your Employees

Imagine you're Elon Musk in 2002. You've just sold PayPal and have millions in your pocket. With that capital, you start SpaceX, a company valued at just $27 million. Fast forward to 2021, and SpaceX's valuation has skyrocketed to nearly $100 billion. 

How did this happen? It's not just about being a savvy businessperson or having a groundbreaking idea; it's also about understanding and leveraging the principles of Fair Market Value (FMV). 

This article will discuss the same concept that made Elon Musk a strategic founder—the FMV—so you, too, can leverage it on the equity compensation of your employees, fostering an environment that benefits everyone involved.

What is Fair Market Value (FMV)?

Fair Market Value (FMV) is a theoretical price point—an estimate of what a willing buyer would pay to a willing seller, with neither party being under compulsion to either buy or sell, and both having reasonable knowledge of the relevant facts. Now, you might be asking, “Why do we call it 'fair'?”

It's called fair because it's an estimate that sits at the sweet spot between supply and demand, unaltered by any external influence or manipulation. It's like the price tag at a busy market, where goods are exchanged freely, and the costs aren't rigged. That price, the equilibrium between the seller's supply and the buyer's demand, is what you call the FMV.

And while this concept seems simple on the surface, it's actually a cornerstone of modern financial theory. FMV operates on the assumption that markets are efficient and reflect all available information. Consequently, assets are appropriately priced. This fundamental assumption influences everything from stock market trading to the valuation of multi-billion dollar companies—like Elon Musk's SpaceX.

At its core, the FMV is a level playing field, an impartial judge that ensures everyone plays by the rules. Whether you're a buyer, a seller, or an investor, knowing the FMV gives you the information you need to make informed decisions. But how does it impact you, as a startup owner, and your employees?

FMV versus Strike Price

When it comes to equity compensation, understanding the relationship between the Fair Market Value (FMV) and the strike price is imperative. These two terms are interconnected, and their interplay can significantly impact the attractiveness of your employee's equity packages.

The strike price, also known as the exercise price, is the predetermined price at which your employees can purchase shares of your company if they decide to exercise their stock options. It's essentially the price tag attached to the options when they're granted.

On the other hand, the FMV represents the current market price of these shares. It's what an investor or buyer would theoretically pay for a share of your company on the open market, at a particular point in time.

The contrast between these two prices—the FMV and the strike price—creates an environment ripe for potential profit. Here's how: If the FMV of the company’s shares rises above the strike price, employees can purchase shares at the lower strike price and then potentially sell them at the higher FMV. This difference, known as the 'spread', represents the potential gain an employee can make from exercising their stock options.

For instance, if the strike price is set at $10 per share when an employee is granted stock options, and over time the FMV rises to $15 per share, the spread is $5. Thus, if the employee chooses to exercise their option, they could theoretically make a gain of $5 per share.

As a business owner, it's important to carefully consider the strike price when granting options. Ideally, the strike price should be lower than the expected FMV in the future. This makes the options more appealing to employees, as it increases the potential for them to make a profit when they exercise their options.

However, setting the strike price is a balancing act. While it's beneficial to set it low enough to attract and incentivize employees, setting it too low could have tax implications and dilute existing shareholders' ownership.

Understanding and carefully managing the relationship between FMV and the strike price is an important part of optimizing your company's equity compensation strategy.

How Fair Market Value is Determined

Determining the Fair Market Value (FMV) is an intricate process that encompasses a wide range of factors, and it requires a thorough understanding of both the business and the market in which it operates. While it may appear as a single figure on a balance sheet or a valuation report, it's the result of meticulous calculation and thoughtful analysis.

One common method used to determine the FMV is the market approach. This involves examining the sale prices of similar assets within the same industry. If you were determining the FMV of a residential property, for example, you might look at the recent sale prices of similar properties in the same neighborhood.

In the case of businesses, especially startups, determining FMV becomes more complex due to the lack of directly comparable market transactions. This is where the income approach and the asset-based approach come into play.

The income approach calculates the FMV based on the income the asset or business is expected to generate in the future. It takes into account factors like projected revenues, operating costs, and the rate at which future earnings are discounted back to the present value.

The asset-based approach, on the other hand, determines the FMV by adding up the values of all the individual assets and liabilities of the business. For startups, which may not have significant income or tangible assets, this method can include intangible assets like intellectual property.

However, these methods do not exist in isolation. The determination of FMV often involves a combination of these approaches, adjusted to fit the unique circumstances of the business. Each company, each asset has its own story, and thus requires its own tailored approach to FMV determination.

It's also important to mention that this is not a process you should undertake on your own. Determining FMV requires expertise in finance, familiarity with valuation techniques, and an understanding of the market. Typically, a qualified valuation analyst or firm conducts this process. Their independent, expert assessment ensures that the determined FMV is accurate, unbiased, and defensible, which can be particularly important in situations like investment rounds, negotiations, or potential legal proceedings.

Roles of FMV in Business Transactions

The FMV acts as a compass guiding various business transactions and is critical to numerous aspects of a company's operations, from strategic planning to financial compliance. Here's a closer look at the roles FMV plays:

1. Mergers and Acquisitions (M&As)

During M&As, FMV is pivotal in setting the deal price. It helps both buyer and seller reach a consensus on the value of the company being bought or sold. For instance, if a company is looking to acquire a startup, the FMV of that startup becomes a reference point for negotiations, ensuring that the terms of the deal are equitable for both parties.

2. Equity Financing

For startups seeking external financing, FMV can greatly influence the terms of the investment. Investors often refer to the FMV to determine the price at which they're willing to purchase shares of the company. A higher FMV can result in more favorable terms for the startup, including less dilution of existing shareholders' ownership.

3. Tax Calculations

FMV is fundamental in computing various business taxes. It's used to assess the value of assets for capital gains tax purposes, determine the deductible amount for charitable donations of property, and calculate the tax liability when employees exercise stock options or when restricted stock units vest.

4. Financial Reporting

In financial reporting, FMV is used to provide a realistic appraisal of a company's assets. This includes both tangible assets, such as real estate and equipment, and intangible assets, such as patents and trademarks. Accurate FMV reporting can improve transparency and aid in decision-making for stakeholders.

5. Dispute Resolutions

In cases of disputes or legal proceedings, FMV often serves as a benchmark for settlements. Whether it's a shareholder dispute, a divorce proceeding involving shared business assets, or a breach of contract lawsuit, FMV offers an impartial measure of value that can inform negotiations and court decisions.

Knowing the various roles that FMV plays in these and other business transactions, you can more effectively leverage this concept to benefit your company. Whether you're navigating an acquisition, seeking investment, planning for taxes, or resolving a dispute, a well-determined FMV can offer an accurate, unbiased foundation upon which to build your decisions.

Significance of FMV on Company Equity Taxation

FMV plays a critical role in equity taxation. The IRS uses FMV to calculate taxes owed when employees exercise their stock options or when restricted stocks vest.

If the FMV is higher than the strike price at the exercise time, it results in a taxable income for the employee. Therefore, managing FMV and strike prices can help optimize your employees' tax obligations, thereby enhancing their overall compensation package.

Impacts of FMV on Employees' Equity Investments

The interplay between FMV and equity investments can influence an employee's decision to invest. A lower strike price compared to the FMV provides an immediate paper gain, motivating employees to exercise their options.

Further, an appreciating FMV can increase the value of their equity, enhancing their total compensation and fostering loyalty to your company. Therefore, understanding and communicating the dynamics of FMV can be a powerful tool to attract and retain talent.

Implications of Fair Market Value on Investment Valuation

Investment valuation is essentially the process of determining the current worth of an asset or a company. It's a critical aspect of many business transactions, especially those involving external investors. FMV plays an integral role in this process, influencing the perceived attractiveness and potential return of an investment.

Influencing Investor Perception

The FMV of a company is often the first figure that potential investors look at when considering an investment. A higher FMV can create a perception of a successful, growing company, making it more attractive to potential investors.

Determining Investment Terms

The FMV also significantly impacts the terms of an investment. The valuation at the time of investment can determine how much equity an investor receives for their capital. A higher FMV means that the investor receives less equity for the same amount of investment, leading to less dilution for existing shareholders.

Return on Investment (ROI)

The FMV at the time of exit, whether through an acquisition or an initial public offering (IPO), is necessary for determining the return on investment for early investors. If the FMV has increased significantly from the time of investment, the investors can sell their shares at a higher price, realizing a substantial return on their initial investment.

Benchmarking and Comparisons

FMV is also used for benchmarking and comparison with other investment opportunities. Investors often compare the FMV of various potential investment targets within the same industry to determine which presents the best opportunity for growth and return.

Valuation in Secondary Markets

For companies with secondary markets for their shares, such as pre-IPO tech companies, the FMV can influence the price at which employees or early investors can sell their shares to other buyers.

Thus, the FMV, by providing an objective and universally accepted measure of a company's worth, plays a critical role in shaping investment decisions. It can influence investor perceptions, determine investment terms, affect returns, and serve as a benchmark for comparison. As a business owner, knowing these implications of FMV on investment valuation can help you attract and negotiate with investors more effectively.

How FMV is Determined in RSUs

FMV is particularly necessary for the granting of equity compensation to employees. One type, the RSUs, represents a promise from your company to grant you shares at a future vesting date. They're an integral part of many companies' compensation packages, particularly in the tech industry. However, understanding how the FMV of these RSUs is determined is vital both for the company issuing them and for the employees receiving them.

  • Grant Date: At the grant date, the FMV of the RSUs is generally the closing market price of the company's stock on that day. For private companies, the FMV is typically determined by a 409A valuation, which is an independent appraisal of the value of the company's stock.

  • Vesting Date: On the vesting date, the RSUs turn into actual shares. At this point, the FMV is again typically the closing market price of the company's stock on that day. For private companies, the FMV is usually the most recent 409A valuation.

  • Tax Implications: From a tax perspective, employees are typically taxed on the FMV of the RSUs as ordinary income at the time of vesting. This means that understanding the FMV of the RSUs is critical for employees to accurately calculate their tax liability.

  • Future Sales: When an employee eventually sells the shares they received from the vested RSUs, any increase in value from the FMV at the time of vesting is typically considered a capital gain (or loss, if the value decreased) for tax purposes.

As such, the FMV plays a critical role in the life cycle of RSUs, influencing not just their perceived value but also their actual cost to employees in terms of taxes. An accurate determination of FMV for RSUs can help ensure that both companies and employees fully understand the implications of these valuable equity grants.


Leveraging the concept of Fair Market Value (FMV) can make a significant difference in both business outcomes and employee equity returns. From the early stages of a venture navigating its first round of funding, the FMV serves as a guiding beacon, not just determining the price an investor is willing to pay but also playing a pivotal role in the company's strategic decisions.

Understanding the FMV's implications can foster a win-win situation for both companies and their employees. Whether it's setting the strike price for stock options or determining the taxable income from vested Restricted Stock Units (RSUs), the FMV has far-reaching impacts. With an accurate, fair, and transparent FMV determination, companies can attract and retain top talent through equity compensation packages that truly reflect the value these employees bring to the table.

Ultimately, FMV is much more than a single point-in-time valuation—it's a dynamic reflection of a company's worth that can guide your strategic planning, investment negotiations, and equity compensation practices. Having this knowledge in your entrepreneurial journey will help you chart a course toward a successful, sustainable future for your business.

Curious how RSUs optimize employee gains without putting your company in a compromising situation? Book a demo with Upstock today to learn more about their flexibility and straightforward approach to company-worker alignment.

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