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Ask an Equity Admin with Chris Hoffmann

  • 1.  Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 12:03

    Hello, Carta Community and equity friends alike! My name is Chris and I am the founder of Equity Admin Co. We are a firm that specializes in Equity Administration for companies who use Carta. We provide standard equity administration and cap table updates - issuances, transfers, modifications, etc. - financial reporting (ASC 718) help, and anything else equity related that is done on or off Carta's platform.

    It was in 2018, when I started working at Carta, that I discovered I could have a career in equity. I had previously been in college for 7 years and could never find a degree or topic that I was passionate about. When I started at Carta and discovered this new world, I walked away from school without hesitation - I had found my passion!

    In 2019, a new role at Carta opened up as a Stock Plan Administrator. We offered an additional service to take the actual management of the cap table out of the hands of the company executives and their attorneys, and it was a huge hit among Carta customers. A few months later I left on paternity leave with my first son, and while I was out, my boss decided to leave Carta…I came back a month later and they told me they were no longer going to offer our service, but that I could keep working with my current clients until their contracts were up. For the next year, I continued my work and also worked a different position at Carta, but I missed actually managing cap tables full-time. In August 2020 I talked to Carta about starting my own firm that specialized in their platform, and they were more than supportive.

    I was able to take my business full-time in March 2021 and we now have a team of 7 additional consultants (almost all ex-Carta) who help manage company cap tables and equity data. We have 40+ current clients that range from newly-incorporated startups to massive decacorns. The total valuation of our clients is above $100 billion, and we're blessed to work with some of the most amazing founders and companies on the planet.

    I want to share some cap table and equity tips for founders:

    1. Make sure your cap table is up-to-date FROM THE START (incorporation) of your company. The sooner you ensure accuracy (and maintain it), the less money and time you'll spend later trying to go back through years of documents to make sure it's right - and the less headache you'll have during an audit or due diligence in the future.
    2. Assign one main person to manage your cap table (whether that's internal or external to your company), and make sure they have bandwidth & knowledge to handle it, and make sure it's up-to-date. Your equity is simple to manage when you first begin, but if you scale quickly, it can be difficult to keep up with it when you don't have someone dedicated to it.
    3. When offering equity to your employees, be open and transparent with them regarding what type of equity they are receiving, how much they are receiving, and what it's currently worth (FMV & preferred price, if applicable). The more answers you can offer up front, the less you'll have to worry about your employees being distrusting or disheartened later, because they feel like you were dishonest early on.

    Now is the time - Ask me anything!



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    Chris Hoffmann
    Founder, Equity Admin Co. - Carta admin for pre-IPO companies
    https://www.equityadmin.co/
    801.420.0441
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  • 2.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 12:14

    Do we have zoom link to participate?



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    Christie Johnson
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  • 3.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 12:15

    I guess I'll go first! Have you seen any unique or interesting vesting requirements? Any in terms of time or performance that stand out from the norm? 



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    Carlos Guzman
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  • 4.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 12:32

    Hey @Carlos Guzman! Great to hear from you. About 90% of the vesting schedules I see for option grants are 1/48 monthly, 1 year cliff, and the majority of RSU vesting schedules I see are 1/12 quarterly with a one year cliff (some companies will also do bi-annually or annual vesting on their RSUs if they are single-trigger, because it's easier to manage and more cost effective for the company).

    But here are a few unique vesting schedules I've seen recently:

    • X number of shares vest per hour worked by the consultant or advisor (so the stakeholder simply works hours until they've vested all their options)
    • 1/4 vests as soon as the department that the stakeholder is in hits $10M in recurring revenue, then the second 1/4 will vest 12 months following that date (this can be good motivation for a new product line that's released and the company wants to give their employees extra incentive to grow the new product line)
    • Vesting is dependent on stakeholder's ability to introduce investors to the company who will invest at least $5M into company's seed round
    • Vesting is dependent on stakeholder's ability to help the company expand their product line into [insert Asian country here]

    Vesting is cool because it's incredibly flexible, and performance and milestone-based vesting are awesome ways to incentivize people to get stuff done; however, these types of complicated or event/performance-dependent vesting schedules are very difficult to expense when it comes to Stock Comp Expense. Carta and other softwares can't really handle these types of awards and simply exclude them from the stock comp calculation, because no one can tell if/when the milestone will be achieved. So I'd keep that in mind if you're thinking about adding some funky vesting to an equity award.



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    Chris Hoffmann
    Founder, Equity Admin Co. - Carta admin for pre-IPO companies
    https://www.equityadmin.co/
    801.420.0441
    ------------------------------



  • 5.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 12:45

    Very interesting to hear what others are doing. Thanks for the reply.



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    Carlos Guzman
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  • 6.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 13:00

    Right?! Have you come across any funky vesting schedules?



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    Chris Hoffmann
    Founder, Equity Admin Co. - Carta admin for pre-IPO companies
    https://www.equityadmin.co/
    801.420.0441
    ------------------------------



  • 7.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 13:17

    I have heard of some interesting performance-based vesting schedules around product launches and sales numbers, but I haven't worked with anything personally. Everything that I've seen directly is 1/48 monthly, 1 year cliff.



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    Carlos Guzman
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  • 8.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 13:50

    Gosh, that 1/48 monthly, 1 year cliff sure makes things much more simple!



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    Chris Hoffmann
    Founder, Equity Admin Co. - Carta admin for pre-IPO companies
    https://www.equityadmin.co/
    801.420.0441
    ------------------------------



  • 9.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 12:23

    Hi Chris -

    For secondaries and our outside advisor has advised that we need to use sale price to calculate taxes due.  Any suggestions on how to reflect non-409A price is used for the taxation, gain etc?  My concern is the Exercise and settled report shows the gain based off from the 409A in place at the time of exercise.

    Appreciate insight on how best to document.

    Thank you.

    Christie



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    Christie Johnson
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  • 10.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 12:43

    Hey @Christie Johnson! What an interesting and fascinating question - here's a question to make sure I'm understanding the situation correctly:

    The secondaries you're talking about - are they through a Company Buyback or Tender Offer? Or is it certain employees or stakeholders who are finding outside (or inside) investors and selling them their shares?

    When it comes to taxation of employees, typically the only time the issuing company is required to withhold taxes is upon exercise of an NSO, and in that case, the tax withholding is based on the FMV at the time of exercise. If the employee is then going and selling their shares to an investor, while the transfer needs to be agreed upon by the company, usually the taxes upon sale are the employee's responsibility. And yes, those taxes would be dependent upon the gain that the employee received upon sale (excluding the taxes they already paid).

    If this is through a Tender Offer, there may be some differences because that's governed by the issuing company. Let me know if you have some more information or anything to clarify your initial question and I'm happy to help out! 😊 



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    Chris Hoffmann
    Founder, Equity Admin Co. - Carta admin for pre-IPO companies
    https://www.equityadmin.co/
    801.420.0441
    ------------------------------



  • 11.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-19-2023 08:57

    Hey Chris & Christie -

    If we're talking about a secondary transaction (tender offer) with either a third-party buyer or accompanying a primary, pricing is typically determined at arms-length; the most common legal opinion we see in this case is that the sale price represents the "market value" of the security during the transaction period and should be used as the FMV. If the buyer/issuing company are allowing shares underlying options to be sold via cashless exercise, the spread between the exercise price and sale price are generally taxable as ordinary income at supplemental rates regardless of whether the option is an ISO or NSO.

    This can be tricky to reflect on Carta because, as @Christie Johnson notes, there can be discrepancies in reporting. For our liquidity clients, we often suggest that they add a Board Determined FMV on their Carta 409A page covering the secondary offering period, along with disallowing cash exercising for stakeholders not participating in the secondary offer during that offering period; this helps prevent inadvertent cash exercises that could  be taxable at the sale price rather than the 409A FMV.

    If a transaction is a company buyback that isn't taking place alongside a primary but the sale price still exceeds the 409A FMV,  we may be stepping into compensatory tax treatment territory. This scenario is quite a bit more complicated and we suggest seeking an opinion from your auditors in addition to your outside counsel.



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    Drew Daniels, ECA
    Liquidity Services @ Carta
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  • 12.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-19-2023 15:31
    Hi Drew -

    Can we chat more about your suggestion?


    Christie





  • 13.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 12-18-2023 16:19

    Hi Drew,

    Further to your comment on Sept 19th, consider a scenario wherein the company redeems the shares of a handful of angel investors following a raise.  The common shares held by the angels are redeemed at the preferred price per share of the recent raise, $1.50.  Now the Company needs to do a 409A. 

    Let's say the pre-raise 409A FMV was $0.20. 

    The preferred share price in the raise was $1.50.

    Will the new 409A post-raise automatically be considered to be $1.50, even though this was not a tender offer? 

    You also mention the possibility of setting a Board-determined 409A for everyone not participating - can this apply in this scenario?  

    Concern here is that the 409A becomes heavily inflated simply because a few investors took money off the table at the most recent recent PPS.

    - Marcel



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    Marcel Chudoba
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  • 14.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 12:30

    Hello Chris! I'm on Carta Launch and here's my timeline of events:

    1. I program a software MVP for a few months

    2. I incorporate a delaware C corp using but don't issue any shares to myself (we'll call it laziness)

    3. More code is written (couple years)

    4. I am now looking to issue shares to myself

    How do I calculate the fair market value? The company has no revenue and I've paid myself nothing so far. The business model is completely unproven. I could reasonably make the case that the future revenue of the company is zero. Will I be able to issue myself stock without unjustified tax penalties?



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    Steve Marovich
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  • 15.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 12:59

    Hey @Steve Marovich! This is a great question - before I give my thoughts I do need to say that this question would really need to officially be answered by an attorney, so if you're interested in moving forward with your company, getting funding, or getting legal thoughts on the FMV, I'm happy to send you a couple referrals of some attorneys I work with (Carta works with a ton of great ones too).

    With that being said, here are my thoughts on the matter:

    When you incorporated your company, you set a 'Par Value', which is simply a value that states that the shares will not be valued at less than that value per share (most par values are either $0.00001 or $0.0001) - technically you can call this value your first FMV. Typically when you incorporate your company, you also issue a certain number of shares to yourself, and the shares are valued at the par value * the number of shares. I'd argue that you have a pretty great case for your shares still being worth par value if you've never raised funding, never had revenue, etc. If this is the case, then you'd likely have no tax consequences because the value of the shares would be so low. Just make sure that when you do issue yourself shares, if you give yourself a vesting schedule for those shares, file an 83(b) election right away (within 30 days of the issue date of your shares), so that you're not accruing tax liability each time your shares vest (this happens if the value of your company goes up, because stock that's subject to vesting is taxed at each vesting event, unless you've filed the 83(b) upon issuance).

    I need to mention once more that before you do this, I'd recommend running all of this past an attorney to get their legal opinion. They'll be able to give you the most accurate information.



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    Chris Hoffmann
    Founder, Equity Admin Co. - Carta admin for pre-IPO companies
    https://www.equityadmin.co/
    801.420.0441
    ------------------------------



  • 16.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 13:43

    I'd like to propose some questions for everyone here -

    • What's been something that really stumped you, or confused you when it came to equity?
    • What have you used to determine equity percentages or share counts for your new hires, especially at the earlier stage? Carta has some great data, but I'm always curious what other ways companies and people get their data.
    • How many people in your company are involved in managing your cap table or equity data?
    • Where does the responsibility for equity and the cap table administration sit within your company - which department?

    I'll give my thoughts and answers on each:

    • What's been something that really stumped you, or confused you when it came to equity?
      • For me, it's typically the Federal Exemption - I learned a couple years ago that it's typically only the attorney(s) who know(s) what federal exemption the shares or equity awards are being issued under. For option grants and RSUs, the exemption will be 'Rule 701' 98% of the time for typical US venture-backed C Corps in the, but I always confirm with the legal counsel when it comes to the exemption for shares issued. The most common I've seen are Section 4(a)(2), Rule 144, Reg D-506 & Reg A.
    • What have you used to determine equity percentages or share counts for your new hires, especially at the earlier stage? Carta has some great data, but I'm always curious what other ways companies and people get their data.
      • Partner firms like mine are able to have a certain version of Carta Total Comp, which allows me to review compensation data from companies on Carta (anonymized of course). From my understanding, it's the first accurate data of its kind, since it's real-time and always up to date.
    • How many people in your company are involved in managing your cap table or equity data?
      • For private companies, unless you have about 500+ stakeholders, the answer should be 'One'  (or maybe one main person, with one as a backup) - it's important that there is someone who owns the cap table outright, and has the time, capacity and knowledge to manage it. Once you begin using Carta's 'Financial Reporting' tool and some of the other features, then you might start adding some hands to the cap table, unless your main Carta person knows it all.
        At our firm, we like to have two team members assigned to each of our client accounts - this increases accountability and accuracy.
    • Where does the responsibility for equity and the cap table administration sit within your company - which department?
      • This is always a fun one because every company I come across has their equity in one (or more) of three departments - Legal, HR, or Finance (if your company has a different department handle it, please reach out and let me know!). I'll admit that it's incredibly important to keep all departments aligned on the cap table, but they all play different roles. When you have one person from only one department who is managing everything, there is bound to be some data that are inaccurate. That's why my recommendation is to always have one person or external firm who works together with all three departments to make sure 1) it's legally correct and up to date, 2) the employee data is all accurate, and 3) the data is complete for every and all awards to make sure stock comp expense is properly recorded, pro-formas and forecasting can be done properly, etc.



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    Chris Hoffmann
    Founder, Equity Admin Co. - Carta admin for pre-IPO companies
    https://www.equityadmin.co/
    801.420.0441
    ------------------------------



  • 17.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 14:09

    Hey everyone!

    It was such a pleasure getting to connect with you today. Thank you for taking the time to ask your questions - please feel free to continue adding questions and comments to this thread. I'm involved and active here and I love this Carta Community so much!

    Please feel free to connect with me on LinkedIn as well: https://www.linkedin.com/in/equityadmin/



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    Chris Hoffmann
    Founder, Equity Admin Co. - Carta admin for pre-IPO companies
    https://www.equityadmin.co/
    801.420.0441
    ------------------------------



  • 18.  RE: Ask an Equity Admin with Chris Hoffmann

    Posted 09-14-2023 15:25

    Thank you so much for your time and insights today, Chris! We appreciate you sharing! 



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    Brent Devey
    Community Manager
    Carta
    Salt Lake City UT
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