Ask YC: What's a reasonable share of equity to get as the first developer?

There are two extremes in the equity situation. The first is where the early employee is essentially a founder. There is no security, no salary, no office. In this case, I'd think 2% is far too low.<p>The second is where the employee isn't a founder at all. This usually happens once the company is stable enough to be around at least for a year or two. The job comes with a normal, market salary. In this case 2% probably wouldn't be too objectionable - the equity is a nice perk, but really you're hired to do a job.<p>It sounds like these guys are trying to pay a category 1 salary and a category 2 equity package. If that's the case, I'd walk. Not only are these guys being unfair, they sound pretty clueless.<p>

The fact that they're offering you 2% for equal work/risk (after all, you lose just as much as they do if it fails) says more about them than whatever idea they're pursuing. I'd walk away.

Rather than asking if 2% is reasonable, look at it the other way: If you had started a company and were looking at hiring these two people, would you give them 98% of the equity?

Um... no pay for working with 2 guys with an idea... full 33%. You have talent, they have nothing but an idea (everyone has ideas, they're mostly worthless), you should be treated as an equal.

Another way to think about it: let $x be the salary you could earn elsewhere, and N be the number of years you'd wind up working for free. It doesn't matter who you are, $Nx is a pretty substantial amount of money.<p>You're basically being asked to pay $Nx for 2% of a company at the "two guys and an idea" stage. That doesn't sound like much of a deal. If I were an angel investor I'd be wanting a much more substantial stake in the company for that kind of money. Even YC usually winds up with at least three times that, and they generally put in a lot less than whatever $Nx is.

That's ridiculous.... Assuming it's really in "idea" stage, you should shoot for close to equal partnership OR a decent salary PLUS 2%, unless:<p>-the business is extremely capital-intensive (which a web business usually isn't). If these guys need to dump their time AND millions of dollars into it, it devalues what you have to offer.<p>-they're far along in the process. Sounds like they aren't, but if they've got months of value ploughed into the business, you don't deserve an equal cut.<p>-they have tons of strategic value. If the business is selling toys on the internet and these guys have decades of relationships in the industry, that might skew the value.<p>Do the math on what 2% works out to in various exit events and do a bit of research about dilution if you think this idea might get financing some day. If you DO get a better deal, make sure to understand dilution and have a decent buy/sell agreement that keeps you from getting screwed.

I have some experience in this area. I currently get 2% of a 7 year old startup along with market pay. I used to have my own company too.<p>If I were you, I would give them options. Option 1. 2% is great if you can get it along with market rate in salary. The other option is to get maybe 10% with half of your market rate in salary. The final option might be 20% with third of your market rate in salary. You get the idea.<p>This way you will find out if they are serious and maybe something will work out. <p>I don't think you should take 2% with no salary under any circumstances.

It's whatever you guys decide is fair, and that depends. There are web businesses that rely on a strong sales team and you can actually hire an off-shore team, so the dev guy is not too important. There are businesses that rely on a technologically superior product, and a great dev with special background knowledge. It all really depends on what their competitive advantage is based on.<p>2% does seem to be on the low side though. Will you indefinitely make 2%, or will you eventually make a salary? Yet another way to look at it is comparing what you could be making at another start up, and dividing by 2% to get what should be the present value of the company. For instance, if you could be making $50k somewhere else, then $50k/.02 = $2.5 million. If it's just an idea, I suspect it is worth much less than $2.5 million.<p>If you really do believe in the idea, you can always ask them how they came up with the X% figure. Do this over the phone or in person, not e-mail. This way, you can see their real time reaction.

2% and no compensation? If it's such a great idea, walk away and go build it yourself.

You can't be serious. That is less than what I was offered at my first job, as employee #6, WITH salary. Tell them to go stick it and work for somebody with ethics.

Agree with gnaritas. If there is no code at present, and you will be putting in as many hours as each of the others, then the starting point for your share is 33%. From there, add or subtract percentages for relative experience. If one of the founders has tremendous experience in the field at hand, and you have great experience in coding (but not "tremendous"), then you might agree to say 20%...and so on.

Lets calculate. Assuming u work for $70k/year usually .. the expected payout shud be $3.5m after 1 year for the offer to be reasonable. This is an expected payout .. assuming a 33% chances of success given that its a "good" idea .. the company shud be worth at least $10.5m a year later. Given that u are taking such a risk .. and will do lots of the work .. u want 3-5 times that money at the very least .. so do u think the company might be worth $50m one year down the road with a proability of 33%?<p>Hmm .. the calculation is really slightly orthogonal to ur question perhaps

This is where the Equity Equation, and some other common sense factors should be considered for your situation.<p>Will your contribution grow the company by more than 2% in value? (I would guess most likely yes).<p>How easy it is to find someone else willing to take their deal (more competition drives the price down).<p>Will you be "coding to spec", or "nurturing the idea"? Having an idea, and executing an idea are 2 very different items. I personally have an idea for a startup that I am working on with a friend. To bring it to life, I'll need a couple of web developers. Those first couple of developers will be key to turning my idea into a product, BUT there are many many people I can choose from. Thus, I wouldn't expect to give them a double digit stock percentage.<p>You can't allocate all of the stock out on day 1 (well, you can, but it's not a good idea). <p>Also, IME, there is no such thing as an "unofficial" co-founder. It's like being sort of pregnant. You will either have an equal say/vote in critical areas of the company (how much money will we raise. How do we lay out the cap table. How much to we pay. When do we hire, etc). If you will not be participating in those discussions, you are not an "unofficial co-founder". You are employee #1. Big difference.<p>What is your 2% likely to be worth? What are the plans for the company? What's the trigger point for pay (and how much)? What can you do to get more stock at a later date? You might very well be able to come to some agreements like "If I get features X, Y, Z and 27 done by 1-Jan, then I get another 2% share.<p>Also, you mention 2% equity stake. Is that a stock <i>grant</i> or <i>options</i> to purchase stock. <p>Lot's of unanswered questions here, but I can tell you that stock isn't metered out in proportion to your employee number. It's metered out in proportion to what you are uniquely qualified to bring to the organization.

It all depends on their history/track record. I will take 2% of whatever terd Mark Zuckerberg pops out next, just because of the hype and what he has done so far.

If thats their offer stay away from them and the next time discuss this before hearing the idea. <p>Probably even if you never go after this idea with others, these type of guys would even accuse you for their failure..

This sounds typical to me, and I've been through this a number of times in various forms. It's a classic example of why so many people are heading off to do their own thing. Nice, eh? "8 million for me... 10K for you."<p>Imagine it's your company, your idea, your co-founder and you stay up late for weeks, you incorporate, you structure 8M shares each, and 2M aside to "dole out" to hire in people.<p>How much do you give your employees as you hire them?<p>Do you give them a bunch of equity "out of the goodness of your heart"?<p>Or do you do the Socratic thing and ask them, "what would it take?" Or make your best guess at what it would take?<p>Or do you believe in ensuring long-term motivation of strong employees, and give them a worthy amount? What if they turn out to be an underperformer?<p>On one hand, you could argue that ideas are cheap -- execution is hard. On the other, plenty of people don't have many ideas, and need a leader to show them the way and press them to excel. I claim that the real challenge is to both have a great idea, and to execute well, and even if you do that, chances of failure are still very high.<p>If you're not happy with the level of equity, look elsewhere.<p>If you don't have confidence and respect and faith in the founders, look elsewhere.<p>If you're surprised that the founders are doing a poker-table-style "8M for me, 10K for you...", pulling a huge pile toward themselves and giving you the small peanut pile... get used to it, buddy.

You should value how much equity you deserve based upon your expected future value. Sure - you can crank out a prototype, but can you scale a development team, speak at a conference, provide 'non-obvious' contributions to the product? Can you hire other developers, make wide-ranging decisions about which technology platform to use or are you a sockpuppet? If you are hell bent on proving your value - what is your expected future value.

It really depends upon a number of factors, though 2% does seem a bit low. In my startup, the development end is receiving 50% of the total equity stake. The other 50% is shared by those working on the business end (currently 1), in addition to those contributing the initial capital contributions. I think this is fair overall, since we currently have three developers, each receiving 16.67%

Those guys are going to fail miserably.

Please tell them to read this message thread. You'll be doing them a favor.

While there are many ways to skin this cat, it seems like the right way to approach it is to consider the offer from your POV, not from an obscure universal concept of fairness.<p>Assuming you believe in the idea and in the ability of the two people to execute, what do you think the valuation will be at the time of acquisition? I know it's black magic, but suppose you arrive at a number of ten million. Once you arrive at this number, make an estimate for the time frame of the project. Suppose you decide the acquisition will happen in two years. Is 2% of ten million ($200,000) after two years of work for no pay acceptable to you given the high risk of the enterprise? If so, and you feel you won't be able to make more money elsewhere, take the opportunity. If not, look for something else.<p>The valuation and time frame estimation is voodoo, but figuring that out is a whole separate issue.

I couldn't speak intelligently to your question without knowing the particulars. Is there an existing codebase? Are the other people working full-time while you're merely working part-time? Generally, how much skin will they have in the game versus yours? Are you "Employee #1" or really a co-founder? In particular, are you the first of, say, 10 other employees being hired?<p>There are a lot of people here making big statements about your situation, but most of them don't seem to know what they don't know. Why don't you give us more info so that you can get better informed feedback?

You need to provide a lot more info if you expect us to make a rational suggestion. There are a lot of good questions and thoughts in the comments. But at this point it's only speculations.

You didn't mention what they're putting in!! If they're putting in their time only, just like you, then you should get 33%. <p>However, if they're also funding it, paying rent, bills, marketing budget, ...etc, then you have to consider the amount of money they're investing in your calculations. <p>And, sometimes, there are other things founders can offer in addition to time and money. Does the startup require certain type of connections that they only have? Things like that should also be considered.

"Is 2% reasonable? " -- fuck no. What kind of loser would accept this term?<p>2% is only reasonable when there is funding, and the developer is getting paid reasonably.

I don't think 2% is reasonable, too.