It’s hard enough trying to decide if you should take a job with an early-stage startup. There’s so much uncertainty: the product, your reputation, salary (as always), and, of course, equity.
The generally accepted wisdom is that you should treat equity like a lottery ticket. It’s nice to have, but it probably won’t be worth anything. This isn’t bad advice, but when you buy a lottery ticket, you know the exact number the jackpot represents.
Most employee equity grants (which almost always take the form of stock options) typically only specify the number of options being granted to the employee and the associated strike price (and a vesting schedule). They can’t indicate what percentage of the company at a potential exit those options represent without also providing the number of total shares outstanding and a rough estimate of future dilution as the company raises more money. Even with those figures, it is not possible to assess the potential value of an options grant without additional key inputs—most critically, the post-money valuation of the most recent financing round. This isn’t even taking into account any liquidation preferences.
Most employee option grants vest over time, typically with a one-year cliff and a four-year schedule. This means you won’t have access to most of your options until you’ve worked at the company for several years. Depending on the stage of the company, that timeframe may encompass one or more additional financing rounds before it would be reasonable to exercise the portion of your options that are vested, let alone participate in any kind of secondary market. Additional dilution affecting all equity holders (including founders) is almost certain as further funding rounds occur. This adds even more uncertainty to your calculations, driven by variables both beyond your control and presently unknowable with any precision.
It makes a hard problem even harder when trying to estimate what one’s options might be worth in the happy path of a successful company and liquidity event. There are already many unknowns around the product, the company, future staffing decisions that will determine success or failure, the market for employee equity in private companies (naturally the VC market ebbs and flows as money becomes cheaper or more expensive), future required funding rounds, and salary, which is often subject to wide negotiation in early-stage companies.
When attempting to estimate the expected value of options, a candidate has to juggle the probabilistic distributions of several different variables. Even if you regard it as a lottery ticket, you want to calculate the approximate value at the two poles: zero, and the value in a successful exit. Only then can you get into the even messier work of calculating EV based on your actual opinion of success probability.
This is difficult enough without the founders withholding the most important part of the calculation: the denominator. Without any understanding of how many shares might be outstanding when your options mature, it transforms an extremely difficult task into a literally impossible one.
The current practice of most startup founders is to treat their cap table as somewhat of a secret. I’ve often encountered pushback when asking founders for access to it. But the cap table (or at least the critical figures: total shares outstanding, fully diluted share count, option pool size, and the post-money valuation of the most recent funding round or two) should be available to all employees who hold or may be granted equity. These figures establish the basis for understanding how much of the company your grant represents, what price investors recently paid, and what kind of outcomes are required for your equity to be worth anything. It is as critical to understanding your total compensation as your salary offer. They are also relevant during employment, as it’s not uncommon for employees to negotiate for more options paired with a reset multi-year vesting schedule, this being a normal occurrence during tough times between rounds to retain employees who might be beginning to update their resume.
A clearly defined subset of those figures should always be shared with potential hires alongside any discussion of equity grants included in an offer. This is not the practice today, and it well should be. Make them sign a limited NDA to receive the offer if you must due to backend contractual obligations, but don’t skip the facts of the matter.
Founders should care a lot about this. Withholding critical cap table details from the people you’re asking to take a significant personal and professional risk on your company feels like a thinly veiled attempt at distracting candidates from the real meat of the deal. It doesn’t read as inexperience, instead, to those of us who know math, it reads as subterfuge. It repels high-agency, detail-oriented talent, precisely the kind of professionals who ask hard questions and tend to hold the line under pressure, i.e. the motherfuckers you really want. Worse, it misrepresents the economic reality of the offer. Founders typically frame equity as a meaningful part of the total compensation package. This framing implies value, and in many cases is used to justify a below-market cash salary. A grant of “100,000 options” can sound impressive. But 100,000 options in a 10-million-share company with a $20M post-money valuation (implying potentially $200k in value) is an order of magnitude more than in a 100-million-share cap table with an identical $20M valuation (implying $20k). Omitting the denominator, strike price-to-preferred price delta, and liquidation preferences allows founders to imply upside that simply doesn’t exist. Equity without numbers isn’t a good faith negotiation, it’s just theater.
The recent shift toward extending the post-employment vested option exercise window from 90 days to 10 years (spearheaded by a16z in 2016) is a big step in the right direction, and a good signal that at least some VCs and founders are actually willing to question “this is how we’ve always done things” when the status quo is plainly unfair to early employees, but there are more traditions yet that we should retire. If you’re asking people to work nights and weekends making a last-ditch attempt to lift off before the runway ends, you owe them more than vague promises and hand-waving: you owe them the numbers.
There’s an implicit pressure on candidates to not push harder for such figures, as if wanting the actual details about their compensation package means they might not sufficiently believe in the vision or presumed success. Somehow, inconsistently, this implied perception of skepticism isn’t applied to honest discussions about the salary. The situation is ultimately ridiculous. You want serious people? Have serious conversations.
Indeed, founders take on significant risk when they start a company. However, early-stage employees do as well, and the risk to them is primarily the same risk as it is to the founders: many years of their prime working life. After all, it’s usually not the founders’ money that’s on the line if the company fails, but the VCs’. In this regard, employees and founders have drastically different reward structures balanced against approximately the same amount of personal risk. This imbalance is not unfair, as it correctly rewards initiative, vision, and a near-pathological amount of gumption. These are exceptionally rare and valuable things that should always be hugely incentivized. It is, however, a little bit patronizing to further skew this already asymmetrical relationship against the potential or current employee while they are undertaking one of the potentially largest financial decisions of their life. While the compensation may remain asymmetrical, the access to information should not be so.
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Jeffrey Paul is a hacker and security researcher living in Berlin and the founder of EEQJ, a consulting and research organization.