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Do the math on your stock options

jvns.ca

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Re: Do the math on your stock options

#191

Earlier quoted context omitted.

I got an offer from a late-stage (not sure if that's the right term, but they had a shipping product) non-public startup that included 10,000 stock options. That sounded like a lot, but I had problems evaluating that number without knowing the shares outstanding. I asked for that figure, and was told it was privileged and confidential. I decided to value the options at $0, and instead think of them like a non-monetar…

Issuing 10,000 options and not telling you how many options are outstanding is very very common for startups, unfortunately. I don't know how many times I've joined companies that listed 10,000 options and I was too dumb to question it. In many cases, it's because they don't want non-executive employees to be able to know certain financial details, including the valuation of the company. I wish this wasn't the case,…

In this "growth above all else" ecosystem, do you think profit sharing could possibly be just as bad? I'm not sure how those deals are usually set up, but unless you set aside a portion of revenue to share I could see people losing out here too.

Do you know of good examples of this working? I'm interested in how it might work with a typical startup.

Re: Do the math on your stock options

#192
post #2

I'm really interested in other people's experiences with understanding how their stock options work. It seems really easy to misunderstand something serious, even if you know quite a lot about equity.

I've had ISOs in a couple of startup employers, non-qualified options in a startup customer, and RSUs in a couple of public employers. The only book I've read on stock options is _Consider Your Options_ by Kaye Thomas, which I thought was good. I do my own taxes, and there was enough detail in that book to let me figure out the tax implications of my options. (Including AMT the one time I had to pay it.) The actual m…

>Exercising risklessly is safe

It may be safe, but it isn't free. As with most other things, you pay a risk premium -- in this case, in the form of failure to qualify for capital gains tax treatment on the resulting gain, because you didn't exercise in time to hold the underlying stock for more than one year. Depending on the amount, this difference can be quite significant.

You do your own taxes so probably know all this already, but here's a simple example[1] anyway. Let's say you "risklessly" exercise options with a strike price of 100 and a FMV (tax-lawyer speak for fair market value) of 1000. You have immediate gain of 900 -- and because you didn't hold the shares for >1 year, all 900 is Ordinary Income, generally taxed at higher rates than capital gains. (Top federal OI rate is something like 39% last time I checked vs something like 17% for cap gains.) Assuming the OI rate is 39% and the CG rate is 17%, you pay tax of .39 * 900 = 351, for total post-tax cash of 900 - 351 = 549.

What if, instead, you had exercised speculatively, more than 1 year prior? You'd still have taxable gain on 900, but because you'd have held the stock for more than one year (and met some other qualifying factors I won't bother explaining here), your tax bill would be 17% -- meaning that you'd pay .17 * 900 = 153 in taxes, and keep cash of 900-153 = 847.

Not a huge difference when we're talking about gain in the hundreds, but adds up quickly if you're in line for tens or hundreds of thousands or more.

It's really just a question of how you evaluate different kinds of risks, and what you want to pay to hedge them. If you want to balance your tax bite against the risk that your company goes under or otherwise fails to deliver, you may still want to exercise early, but only partially.

[1] I'm eliding a few things and making some assumptions. Not legal advice, talk to a real tax attorney before making decisions, etc.

Re: Do the math on your stock options

#193
post #188

Earlier quoted context omitted.

Well when someone is offered a 'key' engineering role it's basically a fancy way of saying 'you'll be building pretty much everything'. Couple that with the fact that it requires a 40% pay cut and you've got a situation that definitely warrants co-founder status.

Most founders go with no pay for quite some time. You can still be a co-founder and receive pay but being a co-founder conveys far more risk and responsibility than being one of the first x employees in the company. Even if you happen to be the person "building pretty much everything", it still does not justify being a co-founder. If you wish to be a co-founder, you typically have to be willing to take more than 40%…

You're totally right! Without that guy who builds everything your company will do just fine...doing nothing and having nothing to sell....

just wow

...

Also, what risk? There has never in history of history been easier access to money than now, and never better terms. Hell, tell a stranger in palo alto you're an MIT dropout, and have a Stanford dropout friend, and they will practically write you a blank check.

Re: Do the math on your stock options

#194
post #134

Earlier quoted context omitted.

It does not warrant cofounder status at all. So much more goes into being a cofounder than simply being one of the first x employees.

Then find yourself another key engineer. :) Or perhaps you do not know what "key" means? It is rude to lie to people about the value of their options to hire them. ("Your options are 0.866% of the company"). But to try to defend that practice in public is just hilarious. Heh, at least now we know what it does take to be a cofounder :)

Sarcasm is a crude tool for communicating your point, it also causes me to have less empathy for you.

> It is rude to lie to people about the value of their options to hire them. ("Your options are 0.866% of the company"). But to try to defend that practice in public is just hilarious.

I never once stated that one should lie to employees about the value of their options. Those conversations are always highly specific to the situation, the negotiated contract with the person, and how fluid the actual current "valuation" is. It's very difficult to pin-point a true value for a set of options in a private company - sometimes you can come close, particularly once major funding events and milestones have been hit, but it is still difficult. I usually do my best to have a candid conversation with prospectives or currents about that value. A lot of founders do.

If all you care about is the financial upside in joining a startup, then I will always say that you should not join one. The risk is very high and it takes an enormous amount of cooperative collaboration from numerous people that are willing to be "in it together" - it also takes many years before you have something valuable enough to make those early options worth it. If you get in before the Series A and you really give it your all and it's a good product that people want and you're surrounded by peers who are the top of their game and you've got excellent leadership: Hang on because it will be a rocket ride. If not, then it might not be worth it.

The other reasons to join a small startup are numerous. In the early stages it's mostly intangible and the later stages are usually very tangible. The "option" for a financial upside is there and should factor into how much risk you're taking as an early employee, but unless that is all you care about then it should not be the only factor in your censure of an organization.

Figure out what's important to you and act accordingly.

> Heh, at least now we know what it does take to be a cofounder :)

Become one. You'll find out. I've been unable to accurately convey it to people it seems; most think it's glamorous. It is not. Most think they're entitled to it. They most likely are not. Most think founders have the upper-hand. Very few ever do (hint: the board and the investors control the strings more than most think).

Re: Do the math on your stock options

#195

My first equity experience is going to be RSUs. They seem better in every way: you don't owe taxes in cash (they're withheld), you can't go upside down (zero strike price), and you don't need capital to begin with so your compensation does not depend on how wealthy you already are. Why would anyone take options if they could get RSUs?

You have much higher leverage on options, and you don't take a tax hit until you sell them. That's assuming the price goes up significantly. That's basically the tradeoff.

Re: Do the math on your stock options

#196
Elaborating on early exercise. Employee can choose to pre-exercise ISOs soon after starting job (before vesting) and file 83b. In this case, the difference between strike price and FMV is $0 and hence tax realized is also $0. This also starts ticker for capital gains sooner and if the company gets sold/IPO after 1 year from date of exercise and 2 year from date of grant then long term capital gains will apply and not short-term capital gains which is taxed as ordinary income.

This obviously depends on the strike price on joining the company and how much money employee is okay to lose in case company goes bust. If not all, some ISOs can be early exercised.

In my case, I early exercised around 25% of ISOs soon after joining. In hind-sight I should have early exercised more as the company did go IPO around 2 years after I started...

Re: Do the math on your stock options

#197
post #194

Earlier quoted context omitted.

Then find yourself another key engineer. :) Or perhaps you do not know what "key" means? It is rude to lie to people about the value of their options to hire them. ("Your options are 0.866% of the company"). But to try to defend that practice in public is just hilarious. Heh, at least now we know what it does take to be a cofounder :)

Sarcasm is a crude tool for communicating your point, it also causes me to have less empathy for you. > It is rude to lie to people about the value of their options to hire them. ("Your options are 0.866% of the company"). But to try to defend that practice in public is just hilarious. I never once stated that one should lie to employees about the value of their options. Those conversations are always highly specific…

>Most think founders have the upper-hand. Very few ever do

Upper hand, n: having better knowledge, information, or otherwise situation than the rest. Compared to the employees founders most definitely do. Eg: how many startups will give you the answers to the listed questions easily? Founders have them.

I am not saying founders are above all, but they definitely have the upper hand when compared to those pesky employees who want to know the value of monopoly money they are claimed to be paid with.

Re: Do the math on your stock options

#198
post #194

Earlier quoted context omitted.

Then find yourself another key engineer. :) Or perhaps you do not know what "key" means? It is rude to lie to people about the value of their options to hire them. ("Your options are 0.866% of the company"). But to try to defend that practice in public is just hilarious. Heh, at least now we know what it does take to be a cofounder :)

Sarcasm is a crude tool for communicating your point, it also causes me to have less empathy for you. > It is rude to lie to people about the value of their options to hire them. ("Your options are 0.866% of the company"). But to try to defend that practice in public is just hilarious. I never once stated that one should lie to employees about the value of their options. Those conversations are always highly specific…

> unless that [money] is all you care about

It is. If i wanted to change the world, I'd join the red cross. Attempting to make someone feel bad for only caring about pay, as a way to get them to work for worthless options only works on some people. :)

Re: Do the math on your stock options

#199

Options are for suckers. Do you want to be an investor? No? then why would you pay for stock out of your own money? At our startup everyone gets the same stock, not options, through our Equity Incentive Plan. Here's how it works. 1. We lend new employees the amount of money it would take to buy common stock on a non-recourse promissory note the collateral in this case is the stock itself. 2. The employee then buys th…

I'm sure that "options are for suckers" has a powerful effect in your recruiting materials but I don't think it adds any value to this discussion. Options have real advantages, you don't have to exercise them "out of your own money", and you ignore that a ton of feathers weighs the same as a ton of bricks. (eg, you're not giving me more money just because you're giving me a promissory note).

There's no doubt that you've created a generous plan for your team. The description of your plan was certainly helpful and illuminating. But this thread seems like an odd place for a recruiting ad.

Re: Do the math on your stock options

#200

Earlier quoted context omitted.

I've had ISOs in a couple of startup employers, non-qualified options in a startup customer, and RSUs in a couple of public employers. The only book I've read on stock options is _Consider Your Options_ by Kaye Thomas, which I thought was good. I do my own taxes, and there was enough detail in that book to let me figure out the tax implications of my options. (Including AMT the one time I had to pay it.) The actual m…

If the company isn't public, presumably you can't exercise risklessly, right?

Mostly true but sometimes you can sell on a secondary market or through a tender offer.
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