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  • Nick Burgess

How Do You Value Startup Stock Options?

The following article is for entertainment and educational purposes only, and should not be considered financial advice. Please contact a licensed financial professional for individualized advice. Some links below may be affiliate links that generate a commission for the site at no extra cost to you.


In the vibrant landscape of startups, equity compensation in the form of startup stock options has become a common lure. Silicon Valley, in particular, is known for this approach, often extending job offers that feature these potentially lucrative elements. However, it's vital to understand how to properly value these options to fully appreciate their potential worth and the associated tax implications.

a team working in a conference room at a startup company

So, how do you value stock options at a startup? Understanding the various aspects such as strike price, grant date, vesting schedule, and tax implications is a great way to start. Let's break it down.

Defining Startup Stock Options

In the simplest terms, stock options provide the right to purchase shares of stock in the company you work for at a pre-determined price, known as the strike or exercise price. There are two main types of options: Incentive Stock Options (ISOs) and Non-Qualified Stock Options (NSOs), each with its own tax rules. Think of them as a lottery ticket given to you by the startup founder as part of your compensation package, promising potential long-term capital gains.

Valuing Your Startup Stock Options

Now, here's where things get interesting. The value of your options depends largely on factors such as the exercise price, the current fair market value of the shares, and the total number of shares outstanding.

The exercise price, also known as the grant price, is usually set to the current fair market value at the time of the grant date. The difference between the market price and the exercise price at the time of exercise represents the value of your shares. However, private companies and public companies operate differently when it comes to stock options.

Private Companies versus Public Companies

In public companies, the market value of the shares is readily available. However, in private companies, determining the share price is trickier since there's no public market. Instead, the value of the company is usually determined by periodic 409A valuations, a process often handled by third-party professionals.

Startup employees, especially early employees, might find themselves holding stock options that, at the moment, aren't worth real money. It's only during a liquidity event, such as an initial public offering (IPO) or a sale of the company, that the value of your equity might become tangible.

Vesting and Exercising Options

Your stock option agreement should detail the vesting schedule, i.e., the period of time you need to remain with the company before you can exercise your options. The first year is typically a "cliff" period, after which the rest of the options vest monthly over time.

Deciding the best time or the right time to exercise your options can be tricky. Early exercising is sometimes an option, allowing you to buy shares before they vest. This strategy, while risky, could reduce your tax burden if the company is successful. However, it does come with an opportunity cost as the exercise costs can be significant and you might not be able to sell the shares immediately.

Understanding the Tax Burden

The tax implications of exercising your options can be quite complex. Typically, any difference between the exercise price and the market price at the time of exercise is considered taxable income. However, the type of option you hold (ISOs or NSOs) can result in different tax outcomes.

ISOs, if held for a long time, can qualify for favorable tax treatment under long-term capital gains, whereas NSOs are usually taxed as ordinary income. There's also the alternative minimum tax (AMT) to consider with ISOs. Consulting a tax advisor is always a good idea when navigating this complex area.

Equity Compensation and the Job Offer

When considering job offers from startups, it's important to not just look at the base salary. The stock option grant and the value of options could significantly increase your total compensation. However, it's also crucial to remember that the value of your equity is not guaranteed, much like a lottery ticket. In the early stages of a startup, stock options might seem more like a gamble than a higher salary at a later stage company.

From Paper Gains to Real Money

Until a liquidity event, like an IPO or a tender offer, the value of your equity remains theoretical. During such events, common stock, which is typically what employees hold, may be less valuable than preferred stock, often held by venture capital investors. Moreover, the number of options you hold in relation to the total number of shares, your percentage ownership, will determine your eventual payout.

As startup employees, understanding these aspects is critical to assess the potential of the offer letter in front of you. Remember, stock options are not a guaranteed road to riches, and it's crucial to seek legal advice to understand your stock option plan, especially in early-stage startups.


In conclusion, while the potential of stock options to deliver substantial financial rewards is enticing, it is essential to understand the entire process, from grant date to successful exit or expiration date, before you leap. An informed decision will always yield the best results, and hopefully, turn that lottery ticket into a winning one.

Remember, equity compensation is not just about the opportunity to make money. It's also a vote of confidence from the startup founder, a testament that they believe in your ability to contribute to the value of the company. Treat it as such, and you may find that you're holding more than just a piece of paper.


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