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Employee Equity

510 点作者 dko大约 11 年前

57 条评论

jstrate大约 11 年前
I&#x27;ve worked at two startups, including one YC. Both were acquired by larger tech companies. I was employee #3 at one and rebuilt most of a broken codebase in the other. I got nothing out of either WRT options. I agree with the author on point 4 but I don&#x27;t think more options are the answer, I should have just asked for a higher salary I would have been better off. Startup-bucks are even worse than a lottery ticket, because of tax complications and money required to cover strike price.<p>Now I work at a large tech company in SV and wont be involved in another startup unless I&#x27;m a founder.
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philovivero大约 11 年前
I worked as one of the very early founders of Digg. I bought my options. Obviously they&#x27;re worth nothing, yet I owe the IRS about $120k. This threatens to destroy all my savings, retirement, and credit for 10 years.<p>ISOs are not only worthless 95% of the time, they&#x27;re also actively EXTREMELY DANGEROUS 50% of the time if they&#x27;re not simply worthless.<p>My suggestion: get a salary, and buy just-IPO&#x27;d stocks from companies you believe in.<p>If you find yourself ready to buy some ISOs, I further recommend you IMMEDIATELY sell them, as in have the buyer sitting there with you as you purchase the ISOs, and do the trade instantly thereafter. Take the short term capital gains hit. Do not hold onto them no matter what any CPA or tax attorney tells you unless they can talk at length about ISO+AMT Tax Trap and assure you you cannot possibly have that happen to you.
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x0x0大约 11 年前
<p><pre><code> The best solution I have heard is from Adam D’Angelo at Quora. The idea is to grant options that are exercisable for 10 years from the grant date, which should cover nearly all cases </code></pre> That is an awesome idea, and really classy on Adam&#x27;s part.
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birken大约 11 年前
The problem with the 10%&#x2F;20%&#x2F;30%&#x2F;40% thing is that if the company shoots way up in value, an employee could theoretically be fired after two years and not capture much of the value they helped to create. It also doesn&#x27;t necessarily need to be malicious [1], sometimes companies change and a person&#x27;s skills aren&#x27;t as valuable anymore.<p>If I were a prospective employee I would never take a deal like this, because it is really difficult to have that much trust in a company and founders that you likely don&#x27;t know that much about. I can&#x27;t say the standard 4-year vest with a 1-year cliff is the most optimal situation, but from an employee perspective it is way better than 10&#x2F;20&#x2F;30&#x2F;40.<p>1: Though it could be, I know there was a story about something happened at Zygna like this
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andrewfong大约 11 年前
I&#x27;ve been thinking of putting together something simple to analyze employee option paperwork and add some plain English annotations to help employees understand exactly what they&#x27;re signing. Based on my experience, there&#x27;s something like 5 or so templates that cover 90% of the startups in the valley, so shouldn&#x27;t be too hard. Is there any interest in something like this?
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sparkzilla大约 11 年前
As a founder I looked into paying vendors&#x2F;employees with options, but have found they are too brittle. Because option deals are created at the start of employment they require a lot of faith on the part of the founder, who does not know the employee&#x27;s abilities or temperament. Options do not track well with performance and cannot be adjusted easily. I also do not want to be in the position of considering terminating an employee because they have more options than what I think they are worth, and employees should not have that fear either.<p>Instead I am working on giving vendors and employees a convertible note that is based on their performance month-by-month. Let&#x27;s say an employee or vendor is taking $5000&#x2F;month less than they should be because it&#x27;s a startup. The company credits them $5000 to their note each month (this can be more if there&#x27;s a risk premium), and adds any performance bonuses as well as they come up. This lets management clearly track performance against the shares they are giving, and lets the employee know that if they work more they can get more. As time goes on the value of the note increases and the employee can converts their note to shares at the current valuation (or a discounted valuation).<p>This seems a lot more flexible to me than options, and is less stressful for the founder and the employee. Am I missing something?
skrebbel大约 11 年前
Completely off topic, but I&#x27;m this post made me realise that Sam Altman went from programmer to enterpreneur to financial guy. This post has <i>very</i> little ado with what he once started doing. He&#x27;s a partner (and president) of an investment fund now, a pretty odd career move once you take the pink Silicon Valley glasses off.<p>This entire post is about finance. Not about business, not about products, not about customers, just finance. Personally, I understand just about half of the entire post.<p>To be clear, I don&#x27;t think this is a bad thing. I envy Altman for understanding this (and for <i>running YC</i> at an age younger than mine, but that&#x27;s another thing). But that&#x27;s not my point. What I wonder about, is whether this is inevitable for successful enterpreneurs.<p>Is the path programmer-&gt;enterpreneur-&gt;finance the obvious one? Sam&#x27;s path might&#x27;ve been odd, given that his startup wasn&#x27;t the next Facebook, but you see the same in startups that <i>are</i> the next Facebook, such as Facebook. Zuckerberg used to be a PHP hacker and now he&#x27;s this NASDAQ CEO. I&#x27;m not sure about Drew Houston but all I read about Dropbox recently were acquisitions.<p>Does growing business make you a finance guy, or do you need to be somewhat of a finance guy to grow a business? I&#x27;m really curious which is the chicken and which is the egg here.
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diziet大约 11 年前
It&#x27;s quite difficult to compete with Google and their revenue&#x2F;cash hordes when it comes to salary &#x2F; total comp. Especially if you price the options at the last round&#x27;s price and discount them some more.<p>Imagine a well to do company of 2 founders (in SF&#x2F;Bay Area) and a team of 3-4 others that raised a seed at 10m cap. They want to grow their team headcount to 15 and are busy hiring, running servers, etc. They can offer a 100k salary (more than enough to live on) to a sort of senior engineer or PM and want to compete with Google on total comp. Let&#x27;s say they need to make up the other 100k difference in comp &amp; salary with options. Over 4 years, you&#x27;re looking at a 4% equity chunk to one employee, the 6th person joining the company.<p>Not that I think numbers in line with this aren&#x27;t realistic (I do agree with Sam that more generous equity grants are better), but for most companies that make a 15% option chunk for employees it&#x27;s difficult to rationalize a number like that.<p>Edit: Also, that puts the equity comp of that 6th employee (or 10th, because in most cases you will have a similar equity bracket for those people) at about 1&#x2F;8th of the founders, not the 1&#x2F;200th that Sam mentioned. I wonder how many people have made offers to employees with a similar comp plan.
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mikepurvis大约 11 年前
I&#x27;m curious about this bit:<p>&quot;It causes considerable problems for companies when employees sell their stock or options, or pledge them against a loan, or design any other transaction where they agree to potentially let someone else have their shares or proceeds from their shares in the future in exchange for money today.&quot;<p>What are the problems with these schemes? I&#x27;m presently employee #1 at a startup, and 99.9% of my present net worth is tied up in illiquid paper there—the rest is a 10 year old station wagon and some Ikea furniture.<p>I&#x27;d really like to be able to pledge my options for a loan to buy a house, so I&#x27;m curious to know the issues which may arise from such an arrangement.
mikeleeorg大约 11 年前
Very interesting. I like this train of thought. I have a lot of developer friends that would rather (and are) pursuing their own entrepreneurial ideas than join an existing company. While I wholeheartedly support that, the flip side is fewer startup-savvy developers available to join other startups.<p>There are a lot of reasons why they are pursuing their own ventures. A common one is: &quot;It&#x27;s not worth it to be an employee of a startup. You need to be a founder. (Or maybe employee #1-5.)&quot; You may disagree with that belief, but it&#x27;s certainly a belief many hold. Sam&#x27;s suggestions may take this reason off the table.
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DanielRibeiro大约 11 年前
Great post by Sam. For employees, I&#x27;d also refer to Alex MacCaw&#x27;s <i>An Engineer’s guide to Stock Options</i>[1]. Alex used to work at Stripe, and at the end of his article he shares some intersting bits of stock tax alternative not covered by Sam:<p><i>If you can’t afford to exercise your right to buy your vested shares (or don’t want to take the risk) then there’s no need to despair – there are still alternatives. There are a few funds and a number of angel investors who will front you all the cash to purchase the shares and cover all of your tax liabilities</i><p>And he goes further:<p><i>If you’re interested in learning more about financing your stock options then send me an email[2] and I’ll make some introductions. I’ve set up an informal mailing list, and have a group of angel investors subscribed who do these kinds of deals all the time.</i><p>[1] <a href="http://blog.alexmaccaw.com/an-engineers-guide-to-stock-options" rel="nofollow">http:&#x2F;&#x2F;blog.alexmaccaw.com&#x2F;an-engineers-guide-to-stock-optio...</a><p>[2] the link is to alex at alexmaccaw.com
jbkp大约 11 年前
You know, it&#x27;s funny, I read things like this from time to time: &quot;so if I have 0.5% of company and it gets acquired tomorrow for $100 million dollars, will I get $500,000?&quot; and I remember that I am in this exact scenario, and have no idea what the answer is. I&#x27;ve been an employee at a startup for 2 years now. I joined when I was young, naive, and broke — I don&#x27;t even remember if I read the paperwork before signing it.<p>Does anyone have any advice for how to go about learning more about employee options? I realize I sound dumb, but better late than never.<p>Some questions I&#x27;ve always had but have been too afraid to ask:<p>- How does one exercise their options?<p>- What taxes are there and when do you have to pay those?<p>- In the above scenario, what factors are involved in me actually getting that $500k?<p>- What questions aren&#x27;t I thinking of because I don&#x27;t know enough about any of this? For example, I&#x27;ve never asked about my options since signing the paperwork: was there something I would have had to do already that I haven&#x27;t, and will likely screw me in the future?<p>P.S. Throwaway for anonymity (because I am embarrassed to have to ask!).
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lpolovets大约 11 年前
This is a great post, and I agree with almost everything Sam wrote. I think problems #1 and #4 are unfair (you might get less than you deserve, or less than you thought you were getting), but problems #2 and #3 are extremely unfair (you can&#x27;t take what you&#x27;ve earned with you if you leave the company, or you have to pay taxes on something that has no liquid value and might not have any value in the long run).<p>I&#x27;d love to get Sam&#x27;s (or anyone else&#x27;s) thoughts on the 10%&#x2F;20%&#x2F;30%&#x2F;40% 4-year vesting schedule that was mentioned. I don&#x27;t like this schedule for two reasons:<p>1) It creates larger discrepancies in what employees earn over time relative to each other. If employee #1 joins today and gets a 2% grant, and employee #20 joins in 2 years and gets a 0.2% grant, then in year 3 of the company, employee #1 will vest 30x as much as employee #20, instead of 10x with the current 25%&#x2F;25%&#x2F;25%&#x2F;25% scheme.<p>2) This scheme seems to replace and&#x2F;or ruin refresher grants. Currently, if you do a good job, you get refresher grants every year or two. With the 10&#x2F;20&#x2F;30&#x2F;40 system, you&#x27;re already getting higher and higher compensation over time, regardless of performance, and the bump from refresher grants while you are vesting your original grant becomes minor. Furthermore, the drop from what you vest in year 4 to what you&#x27;d vest from just refresher grants in year 5 becomes much more dramatic and much more likely to push someone to look for other work.<p>What do others think?
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awicklander大约 11 年前
There&#x27;s another option that people never seem to talk about. Treat people well, give them a good working environment, and give them a fair salary based on the fact that they don&#x27;t have any equity.<p>Most engineers I know with stock options and a discounted salary would have been much better with a higher annual salary and no stock options at all.
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aferreira大约 11 年前
Regarding the question of knowing what percentage of total equity your stock grant represents, most companies that are not incredibly early stage will simply not tell you.<p>Pushing the subject further will make you look like you&#x27;re nosing around where you shouldn&#x27;t, often leading to the offer being dropped (this has happened to me).<p>Not to say it wasn&#x27;t a not-so-great company to start with, but a dropped offer is a dropped offer.
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jpasmore大约 11 年前
Tax laws make this more complex than it needs to be. It would be ideal to eliminate options altogether and compensate employees with stock.<p>Take the market value of a job minus the amount the employee is actually paid (the startup discount) and pay the discount in stock -- common shares (VC&#x27;s will be in preferred). All employees should get 2% of salary as a starting point in shares. Allow employee&#x27;s to buy additional shares by forgoing comp or simply investing. Peg share price and timing of share grants to Rounds or any investment (Notes).<p>Perhaps have repurchase rights only if terminated for cause. Doesn&#x27;t matter if someone comes in for 8 months but adds value during that period, so vesting concept is eliminated.<p>Would need IRS to change grant from ordinary income to capital gain type of treatment where taxes are paid when some actual liquidity&#x2F;transaction occurs.
gibybo大约 11 年前
Vesting options at a startup are really like second-order options. If they were granted to you immediately they would just be ordinary options: you have the option to buy the stock at the strike price. However, since they must vest over a period of time in which you are sacrificing a higher salary, you are also given the option of whether to continue vesting those options (by staying at the company) or not (leaving the company).<p>The second-order option is what makes them valuable. Most startups either grow aggressively during those 4 years or they die. If they fail early, you don&#x27;t have to sacrifice much salary for the now worthless options. If they are doing well, the options are now worth much more yet you are still only sacrificing the same amount of salary for them.<p>The problem is that the value of this presents a direct conflict between the company and employee. When the value of the unvested options grow, the company can reduce the unvested amount (or fire them if they don&#x27;t agree)[1] because it will be disproportionate to the value the employee is providing. Note that they don&#x27;t actually have to go after the unvested shares to recapture this value. They can go after any other form of compensation they are providing since it will still be more than the employee can get elsewhere. Essentially, this means the employee&#x27;s upside potential is severely limited. Since the value of a share in a startup is based almost entirely on a massively higher future value, this tremendously reduces the value of typical startup vesting options.<p>If I worked for a startup I&#x27;d want straight equity. Find the value of the common stock and pay 10-30% of my salary in common stock. The amount of shares will float as the value of the company does, but this is required in order to keep incentives aligned. I&#x27;ll pay the tax out of my salary (at ordinary income rates). If the company succeeds, almost the entire value derived from the equity will still be taxed at capital gains rates.<p>[1] See Zynga, Skype, and probably many others we never hear about.
jboggan大约 11 年前
I&#x27;m going to be in a position soon to start hiring people and I&#x27;ve been thinking long and hard about this. I do think that engineers tend to get the short end of the stick when it comes to options, even when the nominal percentages sound good. I can think of friends who were early engineers at &quot;successful&quot; companies that took an awful long time to see any real money, let alone the vast majority who get nothing.<p>I&#x27;m seriously considering a profit sharing &#x2F; options system where options are only vested in quarters that are unprofitable and profit sharing occurs otherwise. I know that this wouldn&#x27;t be different at all for many start-ups that have little chance of profitability early on, but for those that do it could be a very interesting way to align interest and not screw the employees.
danbmil99大约 11 年前
Has anyone had experience with &quot;early exercise&quot; of (non-ISO) options? As I understand it, this strategy lets you treat them for tax purposes as if you bought the underlying stock, meaning no tax liability at vesting or exercise, and capital gains are all you pay at final sale.<p>The downside is you have to pony up for the full strike price of all the shares at hiring. Works great if the company valuation is still nominal (ie before a &#x27;valuation event&#x27; such as series A, though there may be cap note seed investment already)<p>One could imagine a company offering a hiring bonus that covers the cost of early exercise (padded for expected tax loss).<p>Maybe the real problem is this shit is complicated. Then again, we&#x27;re programmers, right? Don&#x27;t we do complicated by nature?
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porterhaney大约 11 年前
Adding to Sam&#x27;s post I&#x27;d like to see employees made aware about tools like 83(b) elections to decrease their tax liability.
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semerda大约 11 年前
Mary Russell &amp; Chris Zaharias are trying to do that here <a href="http://stockoptioncounsel.com/" rel="nofollow">http:&#x2F;&#x2F;stockoptioncounsel.com&#x2F;</a> with a bill of rights endorsement by educating folks on stock options and their rights. There are all sort of clauses and tax implications around given options that confuse people. Most end up believing the % they got will make them a millionaire.<p>This is a great opportunity for Freakonomics to dig into the state of stock options in startups.<p>When I was in my 20s I was more gullible by all the talk of stock options and becoming a millionaire from them. However I never stopped investing in property and after 10 years I am happy I continued investing into tangible assets that I was in control of. Stock options is a lottery at best. And as you get older, and learn the value of money and your time, you see the opportunity costs clearer.<p>As a side note, I&#x27;ve been through an IPO and fed all the brain wash leading up to it. Reality is always far from the dream. Many people don&#x27;t like to talk about their failures only successes hence you hardly ever hear about this.<p>Now saying all that, there are the minority that strike it rich either by being an early employee of a startup that goes big (small % of something large) or are a founder of a successful startup when the stars align.<p>Employee compensation in startups will need to change as more folks start to realize the opportunity costs.<p>My word of advise, invest in yourself and stuff &quot;you are in control of&quot;.
ChuckMcM大约 11 年前
I am a fan of giving options every year with a performance multiplier. That way the high performers are rewarded with more options and your available options are more accurately divided amongst the employees who have made the most impact.<p>When you are not yet cash flow positive as a startup you can give &#x27;bonuses&#x27; in options rather than in cash.<p>I don&#x27;t know if we could figure out a portion that employees could contribute to additional investment rounds if they wanted to take some money off the table.
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zck大约 11 年前
There&#x27;s another effect of the ten-year exercise window.<p>Remember how Facebook was &quot;forced&quot; to go public because so many people owned stock? (<a href="http://www.businessinsider.com/why-the-sec-will-force-facebook-to-go-public-2011-1" rel="nofollow">http:&#x2F;&#x2F;www.businessinsider.com&#x2F;why-the-sec-will-force-facebo...</a>). Well, if there&#x27;s a ten-year exercise window, some of the people will hold their options and not exercise them. My -- albeit limited -- understanding of the situation is that those people are not counted as stockholders. They have options, not stock.<p>So the ten-year exercise window is also good for the startup, because it delays the time until the startup has to publicly disclose its financials.
HowardMei大约 11 年前
As far as I know, Huawei was the only real employee-coshared company on the planet issuing dividends attached &#x27;virtual&#x27; stocks to their employees where virtual means stock ownership validity tied to the employment.<p>Engineers working in Huawei bought shares priced at net asset value with salary or bank loans and gain dividends at a yearly ROI around 17%~75%.<p>This unique &#x27;communist&#x27; capital structure was created due to lack of venture capital and outside financing. It&#x27;s also an experiment before China fully adopting western style corporation law.<p>Huawei has a complicated capital structure of founder (1.42%) + employee union (98.58%) which scared many big investors away and hindered it from IPO.<p>Recently, Huawei adjusted the virtual stock policy to freeze its capital structure because the structure complexity incurred a lot of accusations from the US government and harmed its growth in several major markets.<p>Alibaba also failed to request change of Hongkong IPO rules to apply employee-partnership to protect its senior employees.<p>Therefore, employee equity isn&#x27;t merely about internal profit sharing or fairness at all. Investors or traditional capital markets don&#x27;t like the &#x27;communist&#x27; flavored capital structure.<p>Employee option is the only viable solution before some one totally disrupt the current capital market.
brudgers大约 11 年前
Altman&#x27;s post suggests that the context needs changing. I suspect it needs changing to keep up with some of the very changes YC has wrought - changes to VC and the creation of startups and the options available to the sorts of employees startup founders need.<p>The issue is that the new startup culture has diversified power and our concept of &#x27;business founder&#x27; is out of date. A software company founder is not the analog of a white shoe law firm partner. A personal realtionship with Jeff Bezos isn&#x27;t why people buy toasters from Amazon or host their SAS on AWS, because it&#x27;s not some Rolodex full of 30 year of golf course relationships and keeping the jobs of bureaucrats secure that make it rain. &quot;On the internet nobody knows you&#x27;re a dog.* [1] Or cares that you&#x27;re a founder.<p>While I agree with Altman that something needs to change in the direction of making employee&#x27;s richer ,I think he probably doesn&#x27;t go far enough. The problem isn&#x27;t so much tax code as capital structure and the rigidity of company structure that results.<p>A key hire is a key hire because it changes the company. Ideally, a company would change it&#x27;s structure to reflect that change. Ideally, a company&#x27;s capital and corporate structures would be agile as in development.<p>Key employees are just as exposed to the &#x27;you can be a founder&#x27; meme as everyone else, and they&#x27;re in a better position to pursue it than most. A founder shouldn&#x27;t expect talent to hang around making them rich. In terms of game theory, I think of it as a founder&#x27;s dilemma. Altman&#x27;s piece suggests YC might be seeing it too.<p>In the current context, a founders&#x27;s 30% of a $40,000,000 exit is better than even a 1% employe share of a $1,000,000,000 one - much better perhaps than the numbers would suggest because 30% gets a seat at the table, and that old Mark Cuban idea of looking around the table? Well if you&#x27;re not at the table, the worst case is you&#x27;re just dead money picking up the tab for someone&#x27;s boat payment.<p>[1] <a href="http://www.paulgraham.com/hiring.html" rel="nofollow">http:&#x2F;&#x2F;www.paulgraham.com&#x2F;hiring.html</a>
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pyrrhotech大约 11 年前
the real villain here are the VCs and to some extend YC for promoting them. VCs are the ones who perpetuate the myth of &quot;work 80 hours a week for a startup at 50% market rate and you&#x27;ll be rich in 4 years&quot;. In reality, they take all the preferred stock so that even if the company sells out for double or more what it was worth when you join, you end up with nothing. I&#x27;ve worked at a startup that sold for 4x what it was worth when I joined, and I still ended up with nothing. A couple guys who had been there longer ended up with a few thousand dollars. What a scam!<p>Work at a large, established organization and earn your fair market rate at a 40 hour work week, and start your own company on the side if you want to get rich folks. I&#x27;d never work for any startup again unless I was the founder.
zosegal大约 11 年前
I think the Wealthfront Equity Plan is pretty interesting: <a href="http://firstround.com/article/The-Right-Way-to-Grant-Equity-to-Your-Employees" rel="nofollow">http:&#x2F;&#x2F;firstround.com&#x2F;article&#x2F;The-Right-Way-to-Grant-Equity-...</a>
logfromblammo大约 11 年前
I can only speak for my own experience, but everyone I have ever known has always been screwed by options. As such, I automatically assign a value of $0 to any options attached to an employment offer. You can pretend that yours are worth more thanks to your unique structuring as much as you like, but thanks to everyone else in the industry, you will still have to convince your employee that you are not just spewing delusion at him.<p>While I can&#x27;t prove it, I believe I was once fired just to prevent my options from vesting.<p>As an employee, you&#x27;re really better off with zero options and a higher salary 99.9% of the time. But that means the owners have to sell more of their equity to make payroll.<p>If you want to be a nice guy and keep the early employees eligible for big payouts, take your share of the buyout&#x2F;IPO and give them bonuses out of that. No one trusts the option plans any more.
rdl大约 11 年前
I don&#x27;t think the 4&#x2F;1 aspect of vesting is a particularly big problem. If you are enjoying your job at 4 years, the job has probably changed substantially, and you can renegotiate for a refresher grant.<p>I don&#x27;t see any problem with restricted stock pre series A, when equity is the biggest consideration for employees. As long as financing is notes, the common hasn&#x27;t yet been priced, so you can just use a very low value.<p>Willingness to issue refresher grants is easy for CEO and board to change.<p>I don&#x27;t think you need to be as open as buffer, but being open with percentage ownership and financials seems obvious.<p>RSUs with a performance modifier already cover most of this for larger companies. Something like that for startups probably wouldn&#x27;t work since so much of the risk is company-wide vs. individual.
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mrmch大约 11 年前
Would it be within the YC wheel house to provide standard employee equity agreements (just like the YC note)?
aetherson大约 11 年前
I don&#x27;t understand why options are taxed at exercise. You aren&#x27;t getting money out of the transaction. If you have an option to buy a share at $1 (when the share is valued at $10), and later you sell at $50, why isn&#x27;t the tax treatment just that you have a $49 capital gain? Why do we instead do a $1 -&gt; $10, and then a $10 -&gt; $50 tax thing?
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runT1ME大约 11 年前
&gt;Perhaps the best way to think about it is to try to come up with a total compensation package with the same expected value (using the company valuation of the last round, or a best-efforts guess if it’s been a long time since the round) as the employee would get at a big company like Google<p>Am I missing something or is this saying people should be offered an &#x27;expected&#x27; equal compensation package to what they would get at Google? What would the incentive be? Google is a company with quite a bit of projected longevity, career progression, and very good perks. Why would I choose a startup with inherently greater risk for only the same reward?
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johnrob大约 11 年前
<i>The easiest would be if the IRS would agree to not tax illiquid private stock until it gets sold, and then tax the gain from the basis as long-term capital gains and the original value as ordinary income.</i><p>I think employees would be more than happy to treat all of this as ordinary income, if that would make it more appealing to the IRS.
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DavidWanjiru大约 11 年前
The thing I try to think about in the context of me being the owner of a successful business, and not necessarily in software, is profit sharing, as opposed to equity sharing. Profit is a degenerate case of equity, in the sense that a large (albeit not whole) part of why you want to own equity is to own a share of the profit. At any rate, at the level of employee options, you want own enough equity to play the decision making role that holding equity enables you to. Beyond that, the value a market assigns to equity you own is (should be!) ultimately dependent on the profit that will accrue to that equity. At the same time, profit sharing is a lot less messy and much more rewarding to employees than equity. Sure, you&#x27;re not getting a share of this asset that you&#x27;ve helped build, but from what I&#x27;m hearing, the story is the same with options. And profit should be easier to &quot;give away&quot; than equity from the founders&#x27; perspective, I think. I realize that sharing profit is complicated when businesses are in the red, but on the whole, I suspect there might be better value in the idea for all involved. Not that I have any idea about how exactly to go about sharing this profit, assuming it exists, I don&#x27;t. I just happen to think it might be a more satisfactory path to take, assuming the fork on the road reads &quot;Equity Sharing&quot; this way, &quot;Profit Sharing&quot; that way.
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mschaecher大约 11 年前
Back-weighting seems backwards to me, especially for early employees. They receive less options for the risky, earlier stage and more options for once things are stable and proven. Most startups won&#x27;t even make 4 years, and therefore early employees who take that risk can end up with almost nothing if a sale or IPO occurs in, say, 18 months after starting employment.
dalef大约 11 年前
Great article, but I am still not really understand some of the part of the whole picture. Can someone help here?<p>I am now working in a series A company, taking 0.13% of the company, 13,000 shares (options). At the other side, Pinterest offers me 30,000 RSUs which I turned down because I thought Pinterest was already a late stage company.<p>But after I did these researches (including this post), I am wondering if I made a right decision? my 13,000 shares will always be 13,000 shares, no matter how much dilution we have in future, right? so does it mean even if my company grew to the size of Pinterest in future, I still only have that 13,000 shares instead of 30,000 I could get from Pinterest easily with less risk?<p>Or all late stage startup companies have split their stocks otherwise I don&#x27;t see how joining a early startup for 13,000 would be any better
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STRML大约 11 年前
I&#x27;m starting to see companies tossing around the idea of &quot;Phantom Stock Options&quot;; that is, shares kept purely on paper that are never issued to the employee. Upon a liquidity event, the employee can exercise the shares and be paid their value as regular income.<p>This has some tradeoffs, some of them positive, some of them negative, but I am far from an expert I would love some input from somebody who knows more.<p>It does appear to be vastly simpler for all parties, and completely eliminates any possibility of a tax trap. However it seems to guarantee that you will be paying income tax on the sale, which can be quite sizable. And the specifics of what happens after you leave, voluntarily or otherwise, is incredibly important considering that you are never granted any actual stock.
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lectrick大约 11 年前
Maybe startups should abandon the stock market process entirely and issue a new cryptocurrency instead. The founders can pre-mine whatever percentage they wish and then pay employees in part in that currency, which would be traded on an exchange the same way stocks currently are.
filmgirlcw大约 11 年前
This is a fantastic article.<p>Sam is dead-on that the current situation isn&#x27;t fair and often offers employees little to no information about how the options work.<p>The 90 days to exercise thing is a real bummer -- for lots of reasons. As Sam says, not every employee is in a position to relinquish that kind of money for the options and taxes. I would say that if you are looking to go someplace else, depending on the size of the company and the situation, it&#x27;s not out-of-line to try to value the options you won&#x27;t get to exercise (or even the exercise price) into your new salary. Most companies aren&#x27;t going to be willing to give you what you need to vest-out upfront, but it is a good way to negotiate either a one-time bonus or higher salary.
applecore大约 11 年前
<i>&gt; Founders certainly deserve a huge premium for starting the earliest, but probably not 100 or 200x what employee number 5 gets.</i><p>When the founders started the company, their equity was pretty much worthless. When employee #5 is hired and gets 0.50% of the company, her equity presumably has some dollar value. Employee #5 gets a better deal than the founders, even though the founders have 100x more equity.<p>The only thing that matters is the dollar value of the equity at the time it&#x27;s awarded.
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ivan_ah大约 11 年前
I wish there existed exit strategies other than IPO and being bought.<p>At the rate at which tech-giants are buying tech-startups, we&#x27;ll end up with very few, very large tech conglomerates. I&#x27;m not sure how efficiently things run in these giant companies. More managers = more trouble and less autonomy for the lower levels of the pyramid. Central management and the pyramid are almost like communism, and we know how well that turned out...<p>Why can&#x27;t a mid-sized profitable company pay out dividends to stock-holders? Say growth mode for the first 5 years to reach profitability, then start cutting cheques to founders, early employees, and first-round investors. I know losing cash will probably hurt the company momentarily, and stunt the growth of the business, but then you start a second round with a new pool of employee stock and new investors come it to do another 5 years.<p>Basically, he&#x2F;she who wants to, can smooth-exit after 5, 10, or 15 years, while keeping the same company envelope, mission, and mid-sized company culture throughout the company&#x27;s life. I guess this would work only for &#x2F;&#x2F;very&#x2F;&#x2F; profitable companies that end up with lots of cash in the bank, but if you haven&#x27;t build a profitable company after 10 years what&#x27;s the point?
d2ncal大约 11 年前
Great article. One thing that he forgets to mention is to let employees &quot;Pre Exercise&quot; the options.<p>For a very young startup (even for Series A), the shares are still worth pennies per share, and letting employees pre-exercise the shares not only saves them from AMT but also lets the long term capital gains kick-in sooner.<p>Only a few startups that I&#x27;ve seen do this, and its really effective specially for employees.
practicalpants大约 11 年前
This is probably not the right vehicle to ask &#x27;Am I being treated fairly?&#x27;, but I think I will anyways. The startup is pre Series A, I&#x27;m the first non founding&#x2F;non executive level engineer, I&#x27;m technically a contractor but treated pretty much exactly like an employee (I know that&#x27;s a whole separate thing), I&#x27;m not the most experienced engineer, i.e. last year at my prior job I was an intermediate level but this year I would be considered senior at most organizations, I get a decent hourly rate, it&#x27;s 95% remote, and my equity percentage is... .25% with four years of vesting.<p>I could be wrong, but I&#x27;ve come to the conclusion that after dilution and taxes, any thing short of a billion dollar exit isn&#x27;t going to be compensatory for my efforts. I don&#x27;t know how correct my conclusion is, and whether I should try negotiating for more.
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fragsworth大约 11 年前
&gt; startups try to have very small option pools after their A rounds, because the dilution only comes from the founders and not the investors in most A-round term sheets.<p>Why is this the case? If you try to align the interests of the investors with the interests of the founders, you&#x27;d find that this would put you at odds with your investors.<p>A company&#x27;s total value might be quite a bit higher by having the ability to offer large amounts of employee options (just as an example, the ability to easily hire media personalities with a big followings without breaking your bank), which is good for both the founders and the investors.<p>I understand the investors are trying to protect themselves from the founders deciding to give a ton of shares to their friends (and then potentially back to the founders, in other ways), but I wonder if there is a better solution to this.
sskates大约 11 年前
I&#x27;ll be forwarding this to our lawyer when we implement the legal paperwork on our stock option plan. We already do 1) and 4) as much as we can.<p>If anyone here has any ideas of how else we can be more friendly to employees with regard to equity I&#x27;m all ears.
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PabloOsinaga大约 11 年前
I totally dig these ideas - is there any consensus docs floating around we can use for our employees? and&#x2F;or is anybody implementing these ideas today? ( perhaps we can borrow their docs ). Thx
7Figures2Commas大约 11 年前
There are a lot of things in this post that deserve to be addressed, like the fact that the 90 day exercise period for ISOs after termination is based on IRS rules, not arbitrary company policy.<p>But what really needs to be addressed is the fact that <i>employee</i> startup equity rarely produces the kind of reward that one would expect it to given the outsize attention that is paid to it. Sam writes:<p>&gt; As an extremely rough stab at actual numbers, I think a company ought to be giving at least 10% in total to the first 10 employees, 5% to the next 20, and 5% to the next 50. In practice, the optimal numbers may be much higher.<p>It&#x27;s worth testing these numbers against real-world data. For this, I&#x27;ll use CB Insights&#x27; 2013 Global Tech Exits Report[1], which shows that:<p>1. 1,825 private tech companies exited in 2013.<p>2. Only 19 of them exited at a $1 billion-plus valuation.<p>3. 45% of exits were under $50 million, and 72% of exits were under $200 million.<p>If you assume that the first 10 employees receive 10% of a company&#x27;s equity, and that each employee in that group receives 1%, a $200 million exit produces up to $2 million before taxes for each of the early employees. A $50 million exit produces $500,000. If you&#x27;re making $125,000&#x2F;year as a senior engineer, $500,000 gross after 4 years is the equivalent of what you earned in salary over the past 4 years. That&#x27;s a nice bonus, but not life-changing wealth. $2 million is nicer, but if you plan to stay in the Bay Area, you might spend half or more of that on a modest house or condo.<p>Once you factor in the cost of exercising your options, taxes, dilution, liquidation preferences, lack of acceleration and the fact that a good portion of employees leave before fully vesting, you can see that even in a scenario where 10% of the company is given to the first 10 employees, employees aren&#x27;t likely to see the type of compelling returns that Silicon Valley dreams are made of. Facebook and Twitter-like exits, where thousands of employees become paper millionaires overnight and the earliest gain tens or hundreds of millions of dollars, are the exception, not the rule.<p>What&#x27;s worth considering further is the fact that 66% of the companies that exited in 2013 had raised no institutional capital according to CB Insights. So, as a prospective employee, in joining a venture-backed company (or a company coming out of a prominent accelerator), you may be putting yourself at a disadvantage even before you take into account the fact that employee equity is most vulnerable to dilution and liquidation preferences at these companies.<p>Final note: CB Insights&#x27; 2012 Global Tech Exits Report[2] shows similar trends to the 2013 report. In fact, in 2012, over half of exits were under $50 million and 76% of the companies that had an exit had not raised institutional capital.<p>[1] <a href="https://www.cbinsights.com/blog/global-tech-exits-report-2013" rel="nofollow">https:&#x2F;&#x2F;www.cbinsights.com&#x2F;blog&#x2F;global-tech-exits-report-201...</a><p>[2] <a href="https://www.cbinsights.com/blog/tech-mergers-acquisitions-deals-2012-report" rel="nofollow">https:&#x2F;&#x2F;www.cbinsights.com&#x2F;blog&#x2F;tech-mergers-acquisitions-de...</a>
spo81rty大约 11 年前
This is where having a startup outside of the valley is nice. Nobody where we are (KC) really even expects stock options. We just pay a good competitive salary and don&#x27;t have to compete with someone like Google paying 2x as much. We have given some people stock incentives but because we pay well and competitively it isn&#x27;t the primary compensation. The costs of running a startup are so much lower here.
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mathattack大约 11 年前
I&#x27;ve seen companies strategically fire people to get out of option awards. Or grant very generous options, only to plan on firing the folks later. Very shady business.<p>I&#x27;ve become a bigger believer in cash. Unless you TRULY believe the vision.
bankim大约 11 年前
Kudos for a post focusing on startup employees and not founders!
joewallin大约 11 年前
Congress should change the law so that the transfer of stock to workers is not taxed. I am not sure why pro-worker legislation like this wouldn&#x27;t be supported.
bambam12897大约 11 年前
I wonder what the author thinks of ESOPs and cooperatives.
emocakes大约 11 年前
I worked at a startup, was employee number 4, and the 2nd lead developer after the CTO, I got offered a pathetic 0.025% over 4 years. Options like that are disheartening and really don&#x27;t make you want to stick around for 4 years getting paid dirt to eventually be able to claim your $20k worth of options.<p>I left and now am getting paid close to triple my old salary with options getting close to 10% in a business model that is far more profitable than the previous. I think lots of people just starting out in the startup scene get taken advantage of and taken for a ride.
leccine大约 11 年前
I have calculated my hourly rate including the money I would get after the IPO with 40USD share price and it came out around 100 USD. This is extremely sad given that I am senior engineer, imagine what somebody in a lower paid position gets. I think generally speaking, it is not worth it to work for 12 hours a day for a startup and get 10K shares over 5 years. If you actually work 8 hours and in your spare time doing a side project you might end up way better. You could get the ideas from the 4hour work week book.
sscalia大约 11 年前
Great article. It should read &quot;How not to get fucked at a startup&quot;<p>This coming from someone who got bent over a barrel.
ironhide大约 11 年前
You either own the company or you&#x27;re nothing.
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derekrazo大约 11 年前
You could run your start up as a co-op.