Fair Market Value (FMV) plays a crucial role in equity compensation packages, affecting both companies and employees from tax and financial planning perspectives. This article explains what FMV is, why it matters, and how it impacts your equity compensation.
What is Fair Market Value (FMV)?
Fair Market Value represents the price at which an asset would change hands between a willing buyer and seller, with neither party being under compulsion to complete the transaction and both having reasonable knowledge of relevant facts. For private companies, FMV is typically determined through a 409A valuation, while for public companies, it's generally the market price of the stock.
Why FMV Matters for Employee Equity
Tax Implications: The FMV of your equity directly affects your tax obligations:
Stock Options
- If you receive options with an exercise price below FMV, you may face immediate tax consequences under IRC 409A
- ISOs must be granted at FMV to qualify for preferential tax treatment
- The spread between FMV and exercise price at exercise determines ordinary income tax for NSOs
Restricted Stock Units (RSUs)
- The FMV at vesting determines your ordinary income tax liability
- Your employer typically withholds taxes based on FMV at vesting
Example Scenarios
Scenario 1: Stock Option Grant at a Private Company
- Company X grants you 10,000 NSOs
- 409A valuation sets FMV at $5 per share
- Strike price set at $5 per share (at FMV)
- Two years later, FMV increases to $15
- Upon exercise:
- Taxable spread = ($15 - $5) × 10,000 = $100,000
- This amount is subject to ordinary income tax and employment taxes
Scenario 2: RSU Grant at a Public Company
- Company Y grants you 5,000 RSUs
- Four-year vesting schedule, 25% per year
- At first vesting date:
- Market price (FMV) = $40
- Vested shares = 1,250
- Taxable income = $40 × 1,250 = $50,000
- Company typically withholds shares to cover taxes
Common FMV Determination Methods
Private Companies
Independent Appraisal (409A Valuation)
- Asset-based approach
- Market approach (comparable company analysis)
- Income approach (discounted cash flow)
Public Companies
Best Practices for Employees
Documentation
- Keep records of FMV at grant and exercise/vesting dates
- Maintain copies of relevant company communications
- Document 409A valuations if available
Tax Planning
- Consider exercising options when FMV is lower
- Plan for tax obligations from RSU vesting
- Consult tax professionals for complex situations
Monitoring Changes
- Track company valuations and stock price movements
- Stay informed about new funding rounds or major events
- Understand impact on your equity value
Special Considerations
Early Exercise: If your company allows early exercise of options:
- Exercise price = FMV at grant
- File 83(b) election within 30 days
- No immediate tax if exercised at FMV
Secondary Markets: For private companies:
- Secondary market transactions may influence FMV
- Company-sponsored liquidity events often use recent 409A valuations
- Independent sales might occur at different prices
Risks and Challenges
Valuation Uncertainty
- Private company valuations can be subjective
- Market conditions can cause significant fluctuations
- Limited liquidity may affect true market value
Tax Complications
- Complex regulations around equity compensation
- Multiple taxing points and rates
- State tax variations
Understanding FMV is essential for managing your equity compensation effectively. Keep detailed records, stay informed about valuations, and consult financial advisors for major decisions. Remember that FMV can significantly impact your tax obligations and the overall value of your compensation package.