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Nicholas Weininger's avatar

I used to be an L7 at Google, and a manager who set comp for my reports. I think that your sentence:

"The predominance of equity in these numbers means that when there’s a crash, all an employer has to do in order to slash comp is to fail to “refresh” the value of a worker’s stock grants to its pre-crash level." gives an incomplete picture of how bad the morale effect will likely be, and I need to get into the compensation mechanics weeds a bit to explain why.

For those unfamiliar with big tech company comp practices: typically you, an employee, get a comp letter each year after annual performance review, around about early December. The letter has three components. The first is your salary for the coming year, which typically applies a percentage raise to your salary for the current year, where the magnitude of that percentage is performance-based. The second is your bonus for the current year, which will be paid out the following January as a lump sum; the lump sum amount is based on your level and performance. And the third is an equity "refresh grant" amount, which is an annual new grant of restricted stock shares (they used to grant options but haven't for more than a decade now) that vests on a schedule. The vesting schedule is typically four years long, sometimes starting immediately with 1/48 of your grant vesting each month, sometimes starting with 1/4 of it vesting a year after the grant date and then 1/48 each subsequent month. The grants overlap and the overlapping vesting schedules serve as "golden handcuffs," in the sense that at any given point if you leave the company you are leaving on the table a bunch of shares that are granted but not vested. So the size of the grants are set based on expected future performance potential, i.e. how much the company cares about keeping you around for the next four years. If you really wanted a low performer to get the message that they were on the way out, you'd give them zero equity grant in their comp package.

Now, if the equity grant levels were set and reported to employees in terms of numbers of shares of stock per grant, and if the overlapping vesting schedule didn't make the cash flow trajectory so much more complicated, what you said would be completely correct. If your performance is flat, your new grant this year would be the same number of shares as last year, only those shares would now be worth much less than they were in your last grant, so the dollar value of your comp would go down without actually cutting any of the nominal parameters in your comp package. People would still notice, but it'd be much less obvious and obnoxious than a nominal salary cut.

And they did actually used to denominate equity grants in numbers of shares-- until the mid-2010s when the stocks started taking off at unpredictable but high rates of increase. Then the comp policies changed so that the equity grants were reported to employees *as a dollar value*, and the number of shares in the grant was chosen to be that much money worth of shares at some index date, say January 1 of the upcoming year. So as I remember and understand it, if your equity refresh grant value for a year was $250K, and GOOG happened to be worth $100 a share on January 1, you'd get 2500 shares in your grant.

This had two advantages in the mid-to-late 2010s. First, it gave employees a better sense of the expected present value of their total new compensation grant. Second, as long as the stock kept going up and up, the company could achieve the same nominal comp grant value with fewer and fewer shares.

But when the stock crashes, two things happen. First, the company has to *increase* the number of shares in comp grants or else cut their nominal value in a way that is obvious, easily measurable, and immediately morale-chilling to employees. Second, the value of previously granted shares that are now vesting goes down to less than the nominal value they were reported to have at grant time, so actual cash flow comp goes down *even if* forward-looking grant amounts are increased proportional to the stock price decline, and people who have been reckless enough to e.g. take out mortgages that are only payable if their total cash flow doesn't go down are in a bind. When we managers were planning comp we would get enough info about the values of people's prior grants to know if this was happening to them, because we knew it created a severe retention risk if you let someone's cash flow go down.

Now it's certainly possible that they won't even try to make employees whole for any of this. They could just say: look, we're in a recession, you can't go out and get a competitive offer from another company anytime you want the way you used to, therefore we don't have to avoid de facto comp cuts to keep you around, please understand how tough it is out there and be reasonable. That is definitely not what happened in 2008-09, the last time tech stocks went down a lot: back then they made us whole and then some. But revenue growth rates are not what they were in 2008-09 and the payroll is probably more bloated now than it was then too.

But one way or another, the choice is going to be between a large and very directly perceived comp cut and a major, major increase in shares per grant and thus in dilution rate. Caveat: the above description is several years old now; they may have changed some of the mechanics of this since I left, or I may be misremembering some detail about how the index pricing worked.

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Michael Kupperburg's avatar

When the dot.com boom went bust, a lot of tech info headed to the hinterlands, small towns, rural areas, secondary cities and suburbs. This helped spread out a lot of talent, that filled in a lot areas for the economy, all over the U.S. People came in and set about fixing up payments and taxes with programs run on computers, not adding machines. It made American business overall more productive, which was seen in the boom that followed the bust.

It is my expectation, that all of these recently let go or fired employees, will find new jobs, with different companies, doing different things, but that once again spread the knowledge and ability of what tech can do. Lower costs, and see that businesses become more profitable and exposed to new ideas, as least where they are concerned.

The future, despite this kerfuffle is still bright, put on some shades.

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