Here's some classic advice on equity from Joel Spolsky (probably a decent place to start) - https://gist.github.com/isaacsanders/1653078
Ask HN: How much equity should I ask for?
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Re: Ask HN: How much equity should I ask for?
#22Re: Ask HN: How much equity should I ask for?
#23Re: Ask HN: How much equity should I ask for?
#24You needed more to start. The fact they gave you below market salary and crap equity is a huge red flag. Why help these people become rich if you can’t trust them to look out for you. If startups are all about learning and not earning [2], you need to really trust the founders. They should be helping your career in significant ways: prepping you for founding, introducing you to investors, helping you move quickly into more senior roles, bumping you up to market salary at the next funding event, giving you refresher grants, etc. Whatever helps you get where you want to go since you are taking a risk for them!
Depending upon your circumstances, I probably would just find another job. At least interview to get a BATNA for your negotiation. And look at total comp (salary, bonus, and stock) that you could get. Then compare to your current place and adjust for risk / reward as others have said. Ask to see the cap table. Look at likely exits with dilution and your percent ownership. Don’t fall for the snake oil of “10,000 shares and the founders (recruiter) said they could be worth a few hundred dollars each in a couple years!” Good luck.
[1] https://medium.com/the-wtf-economy/in-his-essay-on-income-in...
[2] http://www.bothsidesofthetable.com/2009/11/04/is-it-time-for...
Re: Ask HN: How much equity should I ask for?
#25Re: Ask HN: How much equity should I ask for?
#26Re: Ask HN: How much equity should I ask for?
#27You're missing out on $25K post-tax dollars per year by working at this company (assuming US taxes in CA or NYC and 80K "real" base) You plan to stay there 4 years and in that time if all goes well, you hope the company to exit for $25M. I assume a low exit because the company is raising a 2nd seed implying that it isn't a moonshot business and seems to be struggling. This means you're looking for a very minimum of $…
Re: Ask HN: How much equity should I ask for?
#28You're missing out on $25K post-tax dollars per year by working at this company (assuming US taxes in CA or NYC and 80K "real" base) You plan to stay there 4 years and in that time if all goes well, you hope the company to exit for $25M. I assume a low exit because the company is raising a 2nd seed implying that it isn't a moonshot business and seems to be struggling. This means you're looking for a very minimum of $…
Think also that you are a key player in building "something big". You need to be rewarded for assuming risk beyomd the lost salary. That could be another five basis points there.
Pay attention to what class of shares you get and any contract clauses on dilution as well