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Equity Compensation Fundamentals - Private Companies

Your Roadmap to an Effective Equity Strategy

Equity compensation is an effective tool for private companies to attract and retain talent for scale by creating a shared interest in company success. However, issuing stock-based compensation presents a unique set of opportunities and challenges that private companies must face to ensure compliance and performance.

Designed for traditionally VC-backed private companies at any lifecycle stage, this course provides the path forward you need to create and optimize your equity strategies. Here you will understand how to design the right awards for your company, manage your cap table, and ensure legal, taxation, and accounting compliance.

Ideal Development Opportunity For

  • Those seeking guidance on the rules for equity compensation and stock in privately held companies. 
  • Leaders wanting to maximize the value of their IPO. 
  • Professionals who wish to develop and properly manage a capitalization table.

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7 expert-led modules


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On-demand to fit your schedule

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Quizzes to test your skills and apply your knowledge

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Certificate and Transcript awarded upon completion

Learning Modules

Module 1 - Introduction to Granting Equity 

Dive into the strategic components you need to consider when designing and granting equity as a private company, including the pros and cons of various award types.

Explore topics including: 

  • Benefits of granting equity
  • Types of awards
  • The language of equity compensation
  • Actual equity vs. synthetic equity
  • Full value vs. appreciation plans

1 credit of continuing education for CEPs.
Time: 50 minutes

Module 2 - Considerations When Granting Equity

Build an understanding of the unique challenges private companies face when designing equity plans and granting specific awards.

Explore topics including: 

  • Understanding fair market value (FMV & 409A)
  • Understanding the equity incentive pool
  • Pricing and the role it plays in your awards
  • Competing with public equity compensation packages
  • Liquidity practices

1 credit of continuing education for CEPs.
Time: 60 minutes

Module 3 - Fundamentals for Private Companies - Legal Considerations for Equity Awards

There are numerous legal implications to consider when granting equity. Learn the legal landscape surrounding payment types, incentive beneficiaries, and more to keep your company compliant.

Explore topics including: 

  • Corporate laws
  • Anatomy of certificates
  • Right of first refusal (redeeming, transferring, and selling shares)
  • Federal and state securities laws (including Rule 701)
  • Conflicts of interest and fiduciary implications

1 credit of continuing education for CEPs.
Time: 50 minutes

Module 4 - Fundamentals for Private Companies - Taxation of Equity Compensation

Review the taxation rules, implications, and reporting basics for long-term equity compensation programs specific to private companies.

Explore topics including: 

  • Understanding individual award implications
  • 100k rule
  • Early-exercise stock options and 83b elections
  • AMT considerations
  • Tax reporting
  • Vesting schedules
  • Accelerated vesting

1 credit of continuing education for CEPs.
Time: 70 minutes

Module 5 - Fundamentals for Private Companies - Accounting 

Cover the basics of accounting for long-term equity compensation programs for private companies.

Explore topics including: 

  • Understanding individual award accounting implications
  • The differences between public and private
  • Avoiding the pitfalls of modifications
  • Topic 718
  • Determining reasonable valuation
  • Basics of 409A

1 credit of continuing education for CEPs.
Time: 50 minutes

Module 6 - Capitalization Table Considerations

Get the essential checklist that leaders should leverage when developing best practices in relation to cap table management.

Explore topics including: 

  • The importance of cap tables
  • Creating your cap table
  • Percentage ownership
  • Communicating with your stakeholders
  • Special considerations:

    • What information do you want to make visible to employees?
    • Compliance considerations
    • Organizational shifts and changes in structure
    • Modification of awards
    • Terminations
    • How often should your cap table be reviewed?

1 credit of continuing education for CEPs.
Time: 60 minutes

Module 7 - Preparing for an Exit

Learn how to prepare for an exit and arm yourself with the tools needed to make informed decisions when creating your strategy.

Explore topics including: 

  • Traditional IPO
  • Lock-in periods
  • Direct listing
  • De-SPAC
  • Financial reporting
  • SEC filing requirements

    • Form 144
    • Section 16
    • Share registration (forms: S1, S4, and S8)

1 credit of continuing education for CEPs.
Time: 85 minutes


  • Barbara Baksa, CEP, NDEF / Executive Director, National Association of Stock Plan Professionals 

  • Don Gillotti, CEP, MBA / Associate Partner, Aon 

  • Jason Mann, CEP / Director of Content, National Association of Stock Plan Professionals

  • Matthew C. Norgard, Associate, Wilson Sonsini Goodrich & Rosati 

  • David Thomas, ACEBC, NDEF / Partner, Wilson Sonsini Goodrich & Rosati 

  • Lynne Zagami, Vice President, Fidelity Investments 

Enrollment Rates

All registrations are non-refundable.



Enroll Today



Enroll Today

Continuing Education

Certified Equity Professionals (CEPs) can earn continuing education credits for session recordings.

Maximum Credit: 7 hours (1 credit per module)

Additional Requirements: Attendees must keep their own records of their attendance, including the specific sessions they attended, so they can report this information to the CEP Institute when required.

Additional Information:

Email to cancel your registration. All registrations are non-refundable and non-transferrable. Please contact with any comments and concerns about the course.