How vesting works

Day 02 of 12Intro to Equity CompensationTen minutes

Vesting is the condition attached to a grant. Stay, and the units become shares in instalments. Leave, and whatever has not vested goes back to the company.

Teach 1

The definition

Vesting is the condition attached to a grant. Stay, and the units become shares in instalments. Leave, and whatever has not vested goes back to the company.

Two patterns cover almost everything.

A schedule spread evenly. A four year grant vesting quarterly delivers one sixteenth of the units every three months.

A cliff. Nothing vests until a first date, usually one year, and then a block arrives at once and the rest follows on a regular rhythm. The cliff exists so that someone who leaves in month eleven takes nothing.

What happens to unvested units when someone leaves is called forfeiture. The units are cancelled and return to the pool the company grants from.

Teach 2

The worked example

Companies report every one of those events in a single table. Apple's restricted stock unit activity for the year that ended September 30 2023, in thousands of units.

MovementUnits (thousands)Weighted-average grant date fair value
Outstanding at the start of the year201,501$109.48
Granted88,768$150.87
Vested(101,878)$97.31
Cancelled(8,144)$127.98
Outstanding at the end of the year180,247$135.91

Check that it balances. 201,501 plus 88,768 minus 101,878 minus 8,144 is 180,247. It does.

Now read the story in it. Apple granted 88,768 thousand units in the year and 101,878 thousand vested. More left the pool than entered it, which is why the outstanding balance fell from 201,501 to 180,247.

The cancelled line is forfeiture in aggregate. 8,144 thousand units belonged to people who left before those units vested. Against 201,501 thousand outstanding at the start that's about 4%.

The right hand column is the average price at which each group was granted, not today's price. Units vesting this year were granted years ago at an average of $97.31. Units granted this year came in at $150.87. The gap between those two columns is the share price having risen in between.

Teach 3

The trap

The trap is thinking your grant vests on your anniversary.

Read the schedule in your own grant agreement. Vesting dates are often fixed calendar dates set by the company, not dates that track your start date. Quarterly schedules commonly land in the same four months for everybody. This matters when you are deciding when to leave, because a resignation two weeks before a vesting date forfeits that entire instalment.

The second trap is assuming forfeiture is rare because you would never walk away from money. Apple cancelled 8,144 thousand units in one year. People leave mid-cycle all the time, for reasons that have nothing to do with the grant.

The third is arithmetic. A four year grant is not a quarter of the value each year unless it vests evenly. A grant with a one year cliff delivers nothing, then a lump, then a rhythm. Which shape you have is written in the agreement.

Put it on a real company

A colleague has 4,800 units on a four year schedule with a one year cliff and then quarterly vesting. He's nine months in and has an offer elsewhere.

  1. Step 1

    How many units has he vested so far?

    None. Nothing vests before the cliff.

  2. Step 2

    What vests at the cliff?

    A quarter of the grant. 1,200 units.

  3. Step 3

    What does he lose by leaving now rather than in three months?

    The entire 1,200 unit block, plus everything after it.

  4. Step 4

    He asks what he would lose by leaving two weeks before a later quarterly date.

    That quarter's instalment. 300 units. The schedule is written in his grant agreement and the dates are usually fixed by the company rather than tied to his start date.

Check yourself

  1. What is a vesting cliff?
  2. Apple's units outstanding went from 201,501 thousand to 180,247 thousand while it granted 88,768 thousand. Why did the balance fall?
  3. You resign two weeks before a vesting date. What happens to that instalment?
Answer these in the app

Where these figures come from

Every figure on the site, with its document

What this class introduces

The class beforeWhat a stock grant actually is
The class afterWhat happens on the day your shares vest

Vesting is a condition and not a calendar courtesy. Two weeks can cost a whole instalment.

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