Video · 7:20

Why Company Equity Makes Retirement Fears Worse

The short answer

Private company equity can meet its time requirement and still be impossible to sell. Double-trigger vesting ties liquidity to an IPO or acquisition, the value comes from periodic appraisals in place of a daily price, and the plan’s terms for leaving the company can decide your retirement date before your savings do.

How is private company stock different from public company stock?

Most retirement plans assume that a number on a statement is money you can reach. For employees of public companies it holds in most cases: shares trade every day, and in most plans RSUs are taxed and can be sold when they vest, with the income reported the way IRS Publication 525 describes. For employees of private companies the same assumption can be wrong. Robert meets executives every month who assume all their equity works the same way, and the gap between public and private stock is one of the variables planners overlook most, both while you build wealth and once you draw income from it.

What is double-trigger vesting?

A public company RSU has one trigger in most plans: time. Stay employed long enough and the shares vest and are yours to sell. A private company RSU often has two: time, and a liquidity event such as an IPO or an acquisition. You can meet the time requirement and still hold units that have not vested and that you cannot sell, because the second trigger has not happened and may not happen on your schedule. Depending on how the plan is written, a tax bill can also arrive before any shares can be sold. Robert has seen clients take out a loan or negotiate a bonus to pay tax on stock they could not touch. The page on what happens to your equity in a private equity buyout covers the related structures.

What is private company stock worth?

A public company has a quoted price every trading day. A private company’s value comes from periodic appraisals, and by the time a real exit happens that number can be stale, optimistic or disputed. If your retirement number depends on today’s private valuation holding until a sale, you are planning around a moving target.

Can your equity decide your retirement date?

It can. Leave a public company and the plan document, in most cases, spells out what happens to unvested awards at retirement: depending on whether you meet its retirement terms, they accelerate, keep vesting on schedule, or lapse. A private company plan may require you to exercise, forfeit or hold your vested shares on the company’s terms. Your equity agreement can set your retirement date as much as your savings do.

Robert describes a couple he calls Dave and Susan. Dave was five years from his target date at a late-stage private company, with a meaningful equity stake. Susan ran the household finances and had never seen his full vesting agreement. With both of them in the room, they found his shares were subject to a liquidity trigger tied to a possible acquisition with no confirmed timeline, while their retirement date assumed the stock would be sellable on schedule. Robert rebuilt their income plan around two cases, one where the sale happens on time and one where it arrives three years late, so they had an answer for each.

What should you ask about your own equity?

Robert suggests three questions, whether you are building wealth or already planning income:

  1. Does my vesting have a single trigger or a double trigger?
  2. If a tax bill comes due at vesting, do I have a liquid source to pay it other than the stock itself?
  3. Is my target retirement date built on a valuation I can count on, or on an event with no confirmed date?

Public and private company stock both go by the name equity compensation, but they differ on liquidity, on how certain the value is and on what happens when you retire. That difference deserves its own line in a retirement income plan. Executives with equity are one of the two groups Robert works with, and his 30-minute retirement clarity call is a look at how your equity fits your retirement timeline.

Common questions

What is a liquidity event?
The sale of the company, an IPO, or in some plans a tender offer, which turns private shares into cash or stock you can trade. Under double-trigger vesting it is the second condition, after time served, that has to happen before your shares are yours to sell.
What is retirement-eligible vesting?
A provision in some equity plans that lets unvested awards keep vesting, or vest early, once you reach a set age or length of service and retire. Public company plans spell it out more often. A private plan may leave you to exercise, forfeit or hold on the company’s terms.
Why should both spouses read the vesting agreement?
The agreement can set the household’s retirement date. In the case Robert describes, the spouse who ran the household finances had never seen it, and the shares turned out to depend on an acquisition with no confirmed timeline.

If the decisions on this page are ahead of you, the two of you can work through them with Robert Boeck before any of them becomes permanent.

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