WeWork, now known as the We Company, is paving the way for the second largest IPO of the year with the release of its S-1 filing on Wednesday.
CEO Adam Neumann stands to make a boatload of money off of the co-working start-up's initial public offering, as he controls a majority of the voting rights through the company's class B and C shares. He holds approximately 112.5 million of class B shares, or 98% of the total, as well as all of the company's nearly 1.1 million class C shares.
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But as the S-1 filing indicates, there are a number of terms tied to Neumann's controlling ownership that are meant to help WeWork meet specific financial goals.
"As the company grew, our board of directors desired to provide a significant incentive to Adam to conduct an initial public offering, based on the premise that the company's value would be maximized as a public entity rather than remaining privately held,' the company's S-1 filing states.
WeWork gave Neumann a pre-IPO option to buy about 42.5 million shares, which will vest over the next 10 years. Neumann have the option to buy 7 million shares if he can get WeWork's market cap to reach $50 billion, an additional 7 million shares if WeWork is worth $72 billion and, finally, another 9.4 million shares if WeWork can hit a $90 billion market cap.
"By connecting these awards to service to the company and long-term value creation, our board believes we have set the foundation for long-term incentive alignment between Adam and our stockholders," the company said.
Uber established similar incentives for CEO Dara Khosrowshahi ahead of its IPO. The ride-hailing company said it would issue Khosrowshahi an additional 1.75 million shares if Uber's valuation hit $120 billion after the IPO in March.
Neumann must also fulfill certain charity contribution requirements in order to maintain voting control of the company.
Adam and Rebekah Neumann, the company's chief brand and impact officer and his wife, have committed to donate $1 billion to fund charitable causes over the next 10 years. If they don't, their supervoting shares will be halved in value to 10 votes per share.
"Rebekah and Adam are dedicating additional resources to amplify the positive global impact of our organization," the company said in the filing. "Their first contribution aids in the conservation of over 20 million acres of intact tropical forest, including the region pictured on the final page of this prospectus."
So far, the pair have donated more than 15% of the money they've made from selling shares to charity, the filing states.
