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Start-up structure / salary / equity Start-up structure / salary / equity

12-11-2018 , 11:18 PM
Have been approached to join a start-up within the first month.

I'm inexperienced with understanding company structure, and power and rights within a company and all the details one should probably have a handle on.

Is it reasonable to ask for all the exact equity and salaries of existing founders/employees? Is the answer only yes if my compensation is going to be (partly) equity based?
Could I get screwed if my equity shares comes out of the employee pool instead of the "rest"?
Is a market rate salary expected if there is a board?
If compensation is equity, does that mean I expect a say in future employees as salaries this come out of share value?

Do the answers to some of the above depend on the structure of the company?

Can anyone provide me with a good framework for approaching this?
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12-12-2018 , 01:08 AM
Typically first hires get less equity then founders and higher salary at the beginning (founders usually don’t take salaries or very low first year).
This is really up to you to determine your worth and fight for the best deal for yourself without coming off as arrogant/greedy. The stardard for first hire is significantly less equity then the founders and typically a lot less risk. Asking for equal equity without equal risk is offensive usually. Really depends on what you bring to the table and is situationally dependent (more skills means better deal) and how established they are (more established worse deal for you).

Make sure your shares are the same class as founders. They will be diluted for funding and employee compensation etc but that is expected and at the same rate as founders so equal.

Market rate depends usually more on funding then anything else. If there’s a board there’s probably already investors so monetary compensations should be higher in salary and less in equity. Your compensation should always be market rate or it’s not mutually beneficial for you to work there. If they can’t afford salary then typically equity provides most of the compensation to make your total compensation market rate.

Absolutely no you do not get to undermine the ceo/management just because you have equity. If you want to protect your equity get a board seat or equal representation on the board and influence policy through the boards powers. I understand why you think you are entitled to influence policy because your momentarily invested but arbitrarily overstepping your boundaries is one of the worst things you can do as an investor and undermines the ceo/management and will destroy a company. There is a process in place to protect your equity from management and that is through the board.

Last edited by smoothcriminal99; 12-12-2018 at 01:15 AM.
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12-12-2018 , 01:43 AM
Thanks smoothcriminal, you've more or less covered it.

I'm expecting to be viewed as a late-coming founder, possibly all equity compensation.
I'd like to know whether it's reasonable to ask basically to know the equity and salaries of existing founders/employees? It seems like to accept equity comp you would need to first know who else holds what equity, who has the risk and what, if any, salaries are being paid to other founders?

Last edited by takemycover; 12-12-2018 at 02:07 AM.
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12-12-2018 , 04:13 AM
I mean this situation sounds peculiar... it sounds as if you are taking the initiative and making the offers of the deal/structure.... they should get some basic information like if you want all equity or salary plus equity or all salary and then make you an offer. Then you would ask why your equity is so low... has it been diluted by funding or are you guys taking less salary then me that’s why you get less equity and get information that way while negotiating and countering. If they can’t take the initiative and CONVINCE YOU to join, then their management strength is a huge red flag as they have to do this with new employees, vendors, customers, VCs etc in the future and the company relies on their ability to do this.

If you are planning on being the manager then it makes sense for you to structure the deal but you would structure it how you want while being fair and convince them.
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12-12-2018 , 05:37 AM
Alright thanks I have a better idea of things now.
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12-12-2018 , 07:55 AM
salary could be very little if you want equity and equity could be none if you want market rate salary.

Is this going to be a cash generating business early on? - ie paying dividends? in this situation owning equity is more valuable.

the pitfall is you own a minority of a private company...and they may decide to never pay a dividend. They also decide salaries, they also decide whether to fire you and give you a lowball buyout offer.
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12-12-2018 , 08:39 AM
Having once worked for a biotech startup in the first year of operation, I can tell you that joining start-ups in different industries comes with different issues. In biotech, salaries are typically on the low end compared to the big biotechs and Pharmas, as the company needs to use its precious cash for non-salary operations and the position comes with incentive stock options as additional compensation. Those who join post-founding will never get offered as many options as the founders, with the amount dependent on your perceived importance to the near term future of the company. In my experience, employee options were always of the same type as owned by the founders and the venture capitalists.

With the high risk of joining a start-up in the form of company failure, changes in top management and direction, etc., the balance is the reward of cheap options and the chance to make a bucketload of money from them if the company can succeed in either going public or first being acquired for a hefty sum. The company IPO party is a big one on the day the stock begins trading on the NASDAQ and 30 cent options are now valued at 50-100 times that amount.

Last edited by namisgr11; 12-12-2018 at 08:49 AM.
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12-13-2018 , 05:31 AM
Quote:
Is it reasonable to ask for all the exact equity and salaries of existing founders/employees?
If it's early you definitely want to understand the whole structure of the company. Who is supposed to do what and for how much.

Quote:
Is the answer only yes if my compensation is going to be (partly) equity based?
If they are not paying competitive salary you need to know absolutely everything about the arrangement. No exceptions. If they want to keep it for themselves they need to pay competitive salary and maybe give some equity on top.

Quote:
Could I get screwed if my equity shares comes out of the employee pool instead of the "rest"?
You could get screwed in many ways if you agree to work mainly for hopes and promises without fully understanding what you are agreeing on.

Quote:
Can anyone provide me with a good framework for approaching this?
The most common mistake people make when joining a company at early stage is agreeing to work for equity mainly and ending up doing long hours of work they only get small % from and they take all the risk if things don't work out.
If the company doesn't have any valuable assets/revenue yet then you are basically taking shares in nothing. If you expect to work as much as others then you need to get equal share. If you are not getting equal share they need to pay salary.
If you are taking smaller % than others then you also need to be in position of less risk in case things go wrong. The only way to guarantee that is to be paid ample salary.

You can gather who takes most risk by looking at who is paid first. The order is: salary, creditors, owners.

Last edited by punter11235; 12-13-2018 at 05:38 AM.
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12-13-2018 , 10:26 PM
Ask the number of shares you're getting as well as the number of fully diluted shares outstanding (this makes sure you know there isn't some "other" pool out there diluting your ownership). Depending on what representations they've made about financial health of the company/what they've raised, you might ask how many months of runway are in the bank. The more sophisticated way to ask that is how much $ they burned last month, how much is in the bank right now, hiring plan for next couple quarters, etc.

I don't think you're entitled to know existing founders salaries/equity but you should absolutely know fully diluted to confirm that you're getting the percentage you think you are. Run from anyone that won't tell you that. I personally wouldn't have minded telling early employees my salary (lower than all theirs!) or equity, but to each their own and I wouldn't consider that a dealbreaker.

Without knowing your personal situation, if you aren't getting a salary you should be a founder as mentioned, so I'd be shooting for no less than 10%.

Last edited by TomfooleryU; 12-13-2018 at 10:34 PM.
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12-20-2018 , 12:26 PM
Good answers and info in here.

There's still one thing I'm not clear about:
How does dilution work, namely who has to power to issue new shares, and how can anyone without a say in this accept compensation in equity, if someone else has the power to dilute the shares arbitrarily? Even if you're a founder, if you don't have control over this then are you not totally exposed?
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