Stripe cuts internal valuation by 28%
wsj.com
wsj.com
1. https://blog.pragmaticengineer.com/equity-for-software-engin... (Ctrl-F Stripe)
I've seen a couple of Stripe secondaries before so I assume that some set of employees are able to transact on the secondary market.
However, important disclaimer that not all companies have the same terms - and the terms can change depending on when you were hired. Startup equity isn't absurdly complicated, but it very much is situation-specific which is where the confusion usually comes from.
Interesting. I've not heard of the term "double trigger RSUs" before. What are the tax advantage of this over regular options? Most companies have right of first refusal of secondary market sales of pre-IPO stock. If the goal was to prevent secondary market sales. What does "double trigger RSUs" provide that right of first refusal does not?
The “double” trigger is the ipo requirement plus the usual time-vesting for stock grants
From the company’s perspective, employees with RSUs are not actually shareholders until IPO. All those SEC and state rules about having to report like a public company once you have a certain number of employees are avoided. It essentially lets companies stay private much longer.
Stripe has double-trigger RSUs which won't vest until after IPO.
Do they get to keep these RSUs until after the IPO + lockup period, even though they're not employed at Stripe anymore? (Is there another name for RSUs owned by someone not employed by a company anymore? e.g. unvested shares?)
my heart goes to engineers, who joined a startup on bold promises to make it, but never got to IPO, M&A or even worse - were forced to execute options to later sell them at loss
Anyone thinking of making money off stock options at pre-IPO startup are taking a get a) valuations are realistic b) startup will IPO. In this current environment, both are false.
For some shares, there is a private market, and typically the company has to approve of sales. If they do, and the market has willing buyers, no problem. If the company blocks every sale, it's worthless.
I don't understand how this wouldn't be the exact situation you'd want to be in. my understanding is this:
1. If you're granted options at price X, and the new share price is lower than X, you're under no obligation to exercise your options. So no real financial loss or cost to you.
2. If you're granted options at price X, and the new share price is higher than X, you're still under no obligation to exercise your options. So it's up to you now.
3. You've exercised options at price X and now it's less than that. Well that sucks. No significant different from publicly traded shares being bought and suffering a price drop. Granted, it's easier to sell your public shares at a loss for reducing tax liability on other capital gains.
4. If you exercised options at price X and it went up then yay, you're winning.
5. If you are ensured to have been given $X worth of options, and your options have dropped to $Y, and now you'll be granted options to cover the difference of $X and $Y, these latest options will be granted at a lower price, $Z, and therefore will be better priced overall. Which would mean you could now exercise the options granted at the higher price or the ones granted at the lower price. Doesn't seem like it really matters or affects anything since the net gain is the same for the year.
I don't see an answer here for why reducing the unofficial internal valuation is bad except for the fact that they are saying we might not sell for as much anymore which affects all current stock holders if it ends up being true.
Because if your given a fixed dollar amount of shares, and the overall evaluation goes down, you get a higher percentage of ownership.
Why would you want this? In the event that there is an exit, I presume the payout is better.
Public companies are also declining currently if you're using valuation to determine growth. And some of these are 20+ year old companies.
> Two, you miss out on 3 years of upside relative to a 4-year grant. It’s a terrible deal, but I see why they’d want to give it.
This only true assuming things keep going up. Which as we can see, is not true. It's not a "terrible deal". It's a more risk averse deal. If you started a new job at a company in the last 6-12 months and were granted 4 years of stock at a higher price, then stripes offering probably looks pretty good right now.
If you reprice equity comp each year then you lose most of the upside.
Compare the two following equity plans:
Example Year 1:
---
PLAN 1
FMV: $1
Strike: $1
Total #: 40k ISOs
Vesting: 4yrs
---
PLAN 2
FMV: $1
Strike: $1
Total #: 10k ISOs
Vesting: 1yr
---
In the second plan you get granted new equity per year targeting some total comp. This means if the equity goes up in value a lot in the first year, when your new amount is recalculated it'll be way less than 10k.
Example Year 2:
---
PLAN 1
FMV: $2
Strike: $1
Total #: 40k ISOs (10k vesting in year 2)
Vesting: 1yr into 4yr period
---
PLAN 2
FMV: $2
Strike: $2 (new grant)
Total #: 5k ISOs (The 10k from the first year, and now half that # determined by new FMV for a cumulative total of 15k instead of 20k ISOs).
Vesting: 1yr on new grant
---
This lets the company keep the majority of the upside, taking it away from employees. It also hurts employees that stay longer or have a longer term interest in the company from capturing the value they helped create.
And the more the company goes up in value, the worse the trade off becomes.
Sure in the case of a crash you may get more stock (maybe assuming they don't reduce that given hard times, target comp is just a target after all - I don't think they commit to it). Typically companies regrant underwater equity in the case of a crash anyway (see peloton). Even in the best case, I'd guess it's unlikely the grants during a down year make up for being excluded from being able to get more at a lower price 5yrs out.
In this case Stripe cut their validation by 28% and may give more stock based on that price. Assuming they do, will employees come out ahead when compared to if they had been able to lock in 5yrs of equity up front at whatever the price was when they started?
You can always negotiate for more if your locked equity becomes worth a lot less, it's a stronger position to be in as an employee. The equity is a bet on capturing value of large upside imo, their structure limits that.
If you're given a 4 year grant for $X and during the first year, stock/options/whatever equity form drops 25%, then you now need to wait for the company to grow 33% to get back to your original target comp.
If that same situation happens except the drop happens in year 4 of a grant and you're above your target equity, then you'll be ahead only if the company has grown more than 33% since your initial grant date.
Now let's say you're granted an amount annually. And it drops 25% your first year and you plan to stay 4 years. Your equity portion of pay goes down for 1 year and then it goes back up. Now on year 2 you're given 1.33x the number of shares you were year 1. So let's say the company goes back up by year 4 to the original price and it steadily climbed back. If you sell at time of vesting, year 1 you took a 25% loss, year 2 you made some sort of gain. Year 3 you also made some sort of gain.
Let's say you held all vested stock and decided to sell at the end of year 4. Well your 1st year is flat but it's a loss due to opportunity cost and inflation. Year 2 has gone up 33%. Year 3 has gone up some amount as well. Year 4 probably has as well (assuming equity is priced at the beginning of the year).
I'd have to run real numbers to understand this, but again, I think people under estimate the affect a drop has. 4 year grants up front are just more risky and more of a gamble since you've basically bought 4 years worth of stock at a single price (e.g. you're timing the market).
> 2. If you're granted options at price X, and the new share price is higher than X, you're still under no obligation to exercise your options. So it's up to you now.
The payout on a call option is min(exercise - strike, 0). If you are granted options and X and the new share price is lower than X your options are now worth 0[1]. If the price is higher than X, you have lost some function of the volatility, time to expiry and Price_new - Price_old.
In both cases there is a real mark to market financial loss to you even if you haven't yet crystallized that loss by exercising (which of course you would never exercise if the value was zero).
[1] Actually very close to but not exactly zero because of the vol and the time to expiry. They could get above water again.
Those employees’ equity was worthless while those on RSUs in the US (and many other countries) still got something.
The opportunity cost of this restriction on their lives is huge.
Had they gone public two years ago, employees would have benefitted from a market of a lifetime, with equity in one of the best tickets in town.
A lot of life changing early retirements and "Fat FIRE".
What restriction, exactly?
Or to phrase parent's point differently: by not IPO'ing, Stripe forfeited the premium public markets would have been willing to pay Stripe employees for their stock.
Let's say they went public in '21 instead of raising money in June of that year. The market would've already turned by the end of the lockup period. By delaying the IPO there is still some chance that the shares can be sold on the public market for more than the grant price -- I would note that this really benefits Stripe hired post-2020 but at this point that's like 75% of the company.
If I were conducting this valuation, I haven't done this myself, but I most definitely read our 409A valuations closely. I'd imagine that the outside firm hired to conduct the analysis on Fintech would use data like:
BLOCK (down 49% in last 6 months)
PAYPAL (down 60% in last 6 months)
COINBASE (down 75% in last 6 months)
INTUIT (down 30% in last 6 months)
VISA (down 5% in last 6 months)
SHOPIFY (down 70% in last 6 months)
Everyone at these fintechs, has seen the valuation of their company drop significantly (with the exceptions of VISA in the last 6 months. It's possible that stripe's performance is closer to VISA than to SHOPIFY, but only dropping 30% is likely pretty generous given the broader market.
Anyone with options at any of these public companies is dealing with the same challenges.
RSUs are worth less than transferable stock. You can’t get liquidity for an RSU (or nontransferable stock) without using a forward, which may be illegal if you have less than a $10mm net worth. Options yield stock, however, which can be sold.
For Stripe’s VCs, on the other hand, employees accepting RSUs makes their stock special. That increases the value of their shares.
It’s a multibillion dollar market that all the banks are active in.
Sure. But "expensive, slow and challenging" liquidity beats no liquidity at all. Which is why few investors would agree to the lock-up terms of an RSU. (These terms make sense at companies which aren't going concerns, because they're young or going bust. They also make sense for executives at all stages. They don't make any sense for a multibillion dollar enterprise.)
Apologies if the article already described the possible negative impacts to Stripe caused by a decreased internal valuation. I’m unable to read it since it requires a subscription I cannot afford (due to inflation of course, nothing personal to the WSJ).
One way it can affect Stripe is that it makes stock options less valuable to current employees, and can influence the weight those options have in persuading new hires.
I get that this might not align with the perspective of their employees, especially if they skew young and their expectations were shaped by tech stock price dynamics of the 2010s. A lot of folks haven't yet come to terms with the new normal. From an ISO/RSU earning employee's perspective, it's better for prices to correct quickly and completely so you can start getting new grants at more reasonable valuation with real upside.
From the article: "A 409A valuation is an independent estimate of a startup’s fair market value often used to price stock options to employees."
- The “internal” assessment of the bridge’s strength, and the external assessment of the people who drive over it
- In politics, you have a “public position” and a “private position”
Makes you think!
The second one is true in any human to human relationship. I would not believe anyone’s outwardly stated thoughts exactly match their internal ones.
https://www.businessinsider.com/fidelity-cuts-payments-finte...
A lot of comments here are not relevant, because Stripe grants RSUs not stock options.
If the verdict will be that developers can use any payment processor, Stripe is in for a huge market.
EDIT: @pbriet (HN throttling, can't reply directly to your comment)
In the US, Zelle does $490B worth of volume annually (2021), all CC networks combined do about $1.9T (2021). That's significant volume for a real time payment system, and it's not even fully baked within the US financial ecosystem. FedNow [1] [2] [3] rails go live next year with instant settlement, moving up to $500k in value for 5 cents (what the bank partner charges the banking customer is up to them). I expect that to move the needle, considering merchants can charge a CC surcharge per SCOTUS' Expressions Hair Design v. Schneiderman (No. 15-1391) ruling. If you compare India's UPI implementation to CC volume, the open platform is fairly successful [4], hence my thesis (and this pattern is repeated, you'll find, across other economies where a low cost real time payment system is present).
CC companies are raising their rates because their margin is soon to be compressed. Ignore BNPL, that's a feature/product masquerading as a business (see: Klarna's down round, Affirms' decline in share price, etc) and regulators are coming for it [5].
TLDR A new fintech product from the Fed is likely to shift higher cost transactions from legacy payment rails to a utility product.
[1] https://www.moderntreasury.com/learn/what-is-fednow
[2] https://frbservices.org/financial-services/fednow/community/...
[3] https://corpgov.law.harvard.edu/2020/08/31/fednow-the-federa...
[4] https://www.business-standard.com/article/finance/upi-most-p...
[5] https://www.pewtrusts.org/en/research-and-analysis/blogs/sta...
People have been saying that for decades. And in fact the opposite is happening. Visa/MC raising rates. PayPal raising rates. Volume shifting to more expensive BNPL.
He wrote--- > "CC companies are raising their rates because their margin is soon to be compressed."
He's talking about fees for transactions. Not rates. They are raising rates to make up for the lost fees.
I agree with your other points though.
* for people who don't have the money up front, it covers "spending money that isn't in their account today" (for better or for worse). BNPL seems like worth paying attention to from this front, though.
* for people who do have the money up front, why move to something with more of an immediate hit to my bank account in case of fraud? For large stuff (car downpayments or above), the fee was already significant and a reason not to use them, but unless BestBuy is going to drop support for CCs, why would I move off?
Is high-dollar consumer goods what you expect to move away from CCs? Will US consumers let them?
With regards to your fraud point, you assume a level of sophistication of your average financial services consumer that doesn’t exist in my experience. CC surcharges will allow consumers to self sort regarding whether they want the CC transaction benefits (and will pay for them) or not.
Amazon/Target/Walmart etc are in an interesting situation re: who would blink first on implementing surcharges. They haven't yet in 5 years, but of course that doesn't mean they never will. Walmart is the one that would seem most likely in terms of targeting value-first customers, Amazon in terms of technical flexibility (e.g. you can already link your checking account if you want), but a lot of the other ones desire those sorts of more financially-sophisticated customers.
The problem I think of is getting the customers to use this. If you can entice your customers to consistently use this rail, that's awesome. No idea how you'd do it other than increasing costs to pay via CC. It seems like it also targets digital payments and isn't too focused on in person transactions (e.g. grocery stores).
Windcave Account2Account is not a full replacement for debit/credit cards. It does not have PayWave (solvable). It has a clunky UX (solvable). It does not do credit transactions (not solvable).
It can be a minor headwind to VISA/Mastercard and slightly reduce their new signups and tx volume, but I cannot see it fully replacing credit/debit cards.
> FedNow payments will operate year-round for businesses and individuals. Since funds will transfer and settle instantly, all payments are final and cannot be reversed.
Would you know enough about the different systems to talk about why ours hasn't touched b2c but you expect the US one to upend the cc industry?
So $74b is probably about right or maybe even low?
Of course you are assuming that Adyen is somewhat fairly valued :) . That's the problem with comparative valuations IMO. If company A valuation = company B valuation and company A itself is overvalued, it doesn't mean they are both fairly valued,no?
I'm certainly no economist so maybe there is some other detail we're missing?
If this isn't a recession I don't know what is.
But it is coming. It is being engineered by the Fed to reduce inflation. Probably sometime next year.
https://www.nber.org/research/business-cycle-dating
https://www.bloomberg.com/news/articles/2022-07-12/no-us-rec...
We currently aren't seeing one; that would be stagflation. We're seeing inflation plus economic activity instead.
7 months in the US to be precise (if a recession started Jan 1, 2022, we find out on Jul 28, 2022).
Except we are not by the accepted definition of a recession (2 consecutive quarters of negative growth).
You can make the word mean something else, but then it’s kinda useless.
I understand that some government/finance organizations in specific countries might have some sort of "definition" of the term recession, but in general parlance, "recession" is just when the economy is not doing well.
Some organizations do have indicators like "2 consecutive quarters of negative growth", but doesn't mean it's a universal "accepted definition".
SQ is down 75% since its November peak.
I don't know why you think every tech stock has to move lockstep. Some companies are far better positioned to weather a downturn than others.
Maybe because of ETFs?
Maybe because of linked market psychology?
I'm sure a professional trader could think of several other factors which would cause shares of companies in the same market/sector/industry would move together.
Lockstep, no, but highly correlated, yes.
It's extremely painful to those who bought in, or got granted shares/options, at the super-inflated prices, but it's closer to a "return to normal" than an epic crash so far.
Hopefully that continues and also hopefully people recognize that, so that panic doesn't push things further down.
For someone that has access to all the numbers, like whichever accountants they brought in to do this FMV calculation, it's not as if comparing the companies would be that difficult. So my personal guess is that yes, Stripe must have had an extremely good year. Seems more likely to me than trying to be sketchy at a time when it's not really all that helpful for them.
PayPal and Square both have a strong B2C presence. PayPal has B2C offerings focused around sending/receiving money. Square, while they don't have a strong B2C product, does spend a lot of time sticking their logo in your face every time you go to a merchant that uses Square.
By contrast, Stripe is an infrastructure company. The best parallel I can think of might be a company like Maersk (one of the world's largest container-shipping companies). Sure, you may not recognize the name if you're not in the space, but odds are that they do affect your day-to-day life as a consumer.
I agree; this is more accurate.
> And by far the number 1 request from customers is usually PayPal.
Do you have any data on this? I'm genuinely curious. Not only do I have a long list of negative experiences with PayPal that skew my own take, but I also have no idea where to look for this kind of industry-wide data on B2B2C customer-demand.
Huh? Block (formerly Square) has an incredibly strong B2C product (the #1 finance app on the iOS App Store and Google Play Store in the US) called Cash App (formerly Square Cash).
Stripe has double-trigger RSUs which won't vest until after IPO.
Do they get to keep these RSUs until after the IPO + lockup period, even though they're not employed at Stripe anymore? (Is there another name for RSUs owned by someone not employed by a company anymore? e.g. unvested shares?)
Block (Square) did over $17.6B revenue last year, an 85.95% increase from 2020. Their current market cap is below $40b and their stock is down around 70% from when Stripe raised their last round of funding.
It would matter in case they try to raise capital again in the future. By lowering the valuation they make the company cheaper to invest.
It's extremely early to write them off but perhaps they should have IPO'd in 2019. Since they didn't, they had to wait it out during 2020, 2021, etc. As long as they are profitable, then they will certainly survive this with ease.
But overall, no-one is safe from this and we will see how the market tests the weakest of companies that are not profitable and completely dependent on constantly raising money.
The next few years will be interesting. I'm excited to see which domains are recession-proof. Something tells me enterprise software is going to be where the moola is made.
I did some very quick and lazy Googling [1][2], and even I was surprised by just how long the full list of familiar names is, looking at 2018 and 2019 IPOs. Just to drop a few incredibly-familiar ones:
- Uber
- Lyft
- Pinterest
- Zoom
- PagerDuty
- Beyond Meat
- Dropbox
- Spotify
I personally know a bunch of people that spent months (or years) of their lives in suspense waiting for one of these. (I'm one of them, for what it's worth.) It's wild to think how different so many lives would have been if even one of these companies had decided to postpone their IPO for a year or two.[1]: https://coventryleague.com/blogentary/30-largest-ipos-of-201...
[2]: https://www.usatoday.com/story/money/business/2018/12/07/top...
8 years for me. I was an early employee at a YC startup that is now pretty close to having an IPO. At least, I used to think that. Now I'm not sure how much longer I'll need to wait.
I suspect we’ll see the global list of unicorns shrink quite a bit by 2024
They put off IPO (for some reason), carried a huge internal private valuation, and have 1000s of employees sitting on paper RSUs waiting that IPO. Now it’s going to be either impossible to do or, if they force it, will be at a significant reduction of their private valuation.
And if they are in fact a 100B company then supposedly at some point the public market should price them "correctly".
Especially as, very likely, a person choosing to work there likely believes in the business to some extent.
The counter argument would be: “the moment these get liquid I’m selling, then quitting to pursue XYZ thing” in which case the potentially lost half decade of time is a big non financial cost.
Let’s ask all the employees who have been told they have $1mm in stock only to find out they in fact have $600k, etc.
But also, as an employee, wouldn't you rather have 600k in a public company than 1m in a promise that may or may not substantiate? And if you do believe that it's a 100b company you can just hold.
Absolutely, same situation, same unhappy people. This story has played out dozens of times and is well documented.
If a person had 1000 RSUs that were on paper worth 40k, now they are worth 30k. Either way they can’t be sold right now. And I don’t understand how 30k is “worthless”
Stripe 100% wants to retain its employee base, just like any company would.
But usually, they are treated as such. American companies have a hard time treating most of their white collar workforce as anything but. On the other hand, Stripe has been seemingly well managed up to this point - but they have only existed in happy times so far. Many companies change their tune when the chips are down.
> It's also very expensive and difficult to hire new ones, even if you're hiring them at a cheaper salary than the last ones.
This may be true - but the average tenure of a tech worker shows most firms are not able to do act on this.
> Stripe 100% wants to retain its employee base, just like any company would.
I wouldn't put it past Stripe, but "just like any company would" is pretty naive. Serious retention efforts are by far the exception in my observation. This also weakens your argument - is Stripe not actively working to retain talent or are they just like "any company?" If really the latter, then they are fucked.
Tells you how hardcore this depression is, more than anything. In particular worse for the companies than for the leaf-node employees.