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Who pays when startup employees keep their equity?

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Re: Who pays when startup employees keep their equity?

#31
It's interesting to see the popular response to this thread being one where people think employees are better off with salary over options.

This seems crazy to me as I have watched many close friends cash out options from companies including Google, Yelp, Apple and Pandora and buy houses (some with cash), start companies, become investors and/or take long sabbaticals with the proceeds from their options. With salary there is a clear upper bound and the tax on W2 income is simply the worst. I would say that at least in the Bay Area, options are a good bet and much better bet based on what I've seen.

Startups are always a gamble for everyone involved. But outside of the financial industry, where 6 and 7 figure cash bonuses are common, I think options are superior to other forms of compensation if you're trying to optimize for gaining a "life changing amount of money" in less than say 10 years. High salary could only compare if you are very good at minimizing tax and maximizing the money making potential of your salary though investments (requiring additional work). But if you're going to have to invest anyway, why not work for a company you believe in and have a chance at influencing the company's success as well as your own?

Re: Who pays when startup employees keep their equity?

#32

Either way it's a losing game, consider a company like Google - how would they attract new employees on either scheme given that the company has been around for 15+ years? The only people who win are those who get in early, or invest big. Any IPO ultimately results in people earning money who don't "work" for that money - that means the actual workers lose out everytime.

> Any IPO ultimately results in people earning money who don't "work" for that money - that means the actual workers lose out everytime. It is wrong to believe that people would invest large amounts of money randomly without spending significant amounts of their time to make sure the investment will create them some returns. Also they have the risk to actually loose 100% of their investment, which some guy employed a…

Your argument is surely moot because it assumes that startup employees take on no risk. Not to mention conflating IPO with startup options/shares. There are many companies out there that have never, nor will, take investment or IPO yet are still successful. There's also an argument to say that any company that isn't profitable from day one shouldn't exist in the first place. Your argument also suggests that founders must go "cap in hand" to investors to beg for startup capital. In all scenarios I do not see a positive outcome for the employee, and it seems only more and more difficult to attract new talent

Re: Who pays when startup employees keep their equity?

#33

This is very interesting. Options are really an unappealing mechanism to incentivize employees. I feel like they prey on people who really don't know any better, and don't understand the tax implications or the possibilities around future dilution. As a rule of thumb I discount face value of options by as much as 70%, that generally doesn't go over very well with people trying to convince you to accept them in lieu o…

I value stock options at zero. There is potentially a huge upside if you are an early employee at a company that gets enormous. Even then, you have to be top 20 or 30 to get f-you money, and even then it might not even be that.

I had stock options (not RSUs) at BigCo where I worked for 2 years. At one point, had I been fully vested, I was sitting on about $240k worth of stock. After a 3x1 split and the company going back down to almost the strike price I was granted stock (and most of it was worthless because was given it as part of a raise at a high strike), after I parted ways with the company and sold my options (had to as part of the severance agreement), I walked away with $2000. Basically a $1k/yr bonus. I would have gladly taken extra salary instead of stock. Lesson learned.

Re: Who pays when startup employees keep their equity?

#34
Is a single trigger RSU somehow different in trigger than single trigger options? I've always been told that single trigger, at least for the majority of engineering, means your company won't be purchased.

Single trigger makes sense for legal, accounting, etc who are likely gone in an acquisition.

Double trigger makes sense overall.

Re: Who pays when startup employees keep their equity?

#35

This is very interesting. Options are really an unappealing mechanism to incentivize employees. I feel like they prey on people who really don't know any better, and don't understand the tax implications or the possibilities around future dilution. As a rule of thumb I discount face value of options by as much as 70%, that generally doesn't go over very well with people trying to convince you to accept them in lieu o…

Quick question. Do you work for a startup now with options? Or, have you in the past? I'm trying to work out if people who object to options would ever join startups. Or, if they're appetite for risk is too small to be a potential candidate.

You didn't address this at me, but I figured I'd chime in.

I do work for a startup now, with options (and have in the past as well). I object to options in the sense that it takes a lot of luck for them to ever be worth anything. It's easy for companies to talk up their potential value (once we get our billion dollar valuation, your 0.05% is $500k!), but in order for the options to be worth the paper they're printed on, a lot of things have to happen in a specific order. One bump in the road, and your shares are wiped out.

Appetite for risk is a tricky way of putting it. I don't think the risk is that the company will fail and the options won't be worth anything; I think the real risk is that something will happen to cause the options to be worth less (or perhaps worthless). That's the sort of risk I'm not interesting in sacrificing much salary for, especially if the company isn't bootstrapping.

When the sum of the options pool allocated for employees is 5% or 10%, the risk/reward ratio is all out of whack. The risk of being diluted/preferenced/strong-armed out of your shares is fairly high. All it takes is one investor with preference to completely wreck the cap table.

As an employee, you need to know that you're absolutely last in line. Standing in front of you are: banks (loans generally come off the top), investors with preference, investors, founders (who will be fine, even if it means their shares are worth $0, but they get an incentive to stay worth $5m), C-level employees who might have preferred shares, and then finally, common stock holders.

So assuming everything to there goes really well, the shares convert to common and everything is looking up. You haven't been diluted into the ground, your company isn't Zynga and demanded your shares back and your company is now public. Congratulations! There are still more obstacles: you can't sell your shares for a certain lockup period, during which the share price could very well dive. If the stock is going up, you don't care, but if it dips, it's a race to your strike price. If the stock dips under your strike price, you have no reason to exercise your options, so you're left hoping that Wall Street likes your company.

And even then, let's say you exercise your options, sell the shares and make $500k. After taxes, you're going to walk away with a good chunk less than that. After taxes, let's say you have $330k. Say you worked at the company for 5 years before they went public, that's roughly $60k/year that your stock was worth.

So the real question then is how much salary is it worth deferring on the very long shot that you make $60k/year off of your stock? $330k isn't exactly life-changing money for most people: it's not enough to retire on, it's a nice down payment on a house someplace in reasonably high demand.

Re: Who pays when startup employees keep their equity?

#36
post #34

Is a single trigger RSU somehow different in trigger than single trigger options? I've always been told that single trigger, at least for the majority of engineering, means your company won't be purchased. Single trigger makes sense for legal, accounting, etc who are likely gone in an acquisition. Double trigger makes sense overall.

If the premise is that employees can move the needle on the stock price through their contributions, then double trigger doesn't make sense either.

I recently went through an acquisition where all of our stock was converted into the acquiring company's stock. It was maddening to see our team continue to perform well but see the price of our equity tank along with the rest of the company.

Re: Who pays when startup employees keep their equity?

#37

There is a downside to RSUs. Say you work for a private company with a high valuation, e.g. AirBnB at $25B, and you are granted 0.01% equity over 4 years. That means you are vesting $2.5m of RSUs over 4 years, and these RSUs are taxable at that amount. Typically for folks earning over $150k/year in base salary, particularly if married, even half as much will put you into AMT territory, and you will end up paying a si…

Does the government take private RSU's as payment for taxes? It seems unfair to tax people for equity that even the government itself doesn't value.

Re: Who pays when startup employees keep their equity?

#38
post #31

It's interesting to see the popular response to this thread being one where people think employees are better off with salary over options. This seems crazy to me as I have watched many close friends cash out options from companies including Google, Yelp, Apple and Pandora and buy houses (some with cash), start companies, become investors and/or take long sabbaticals with the proceeds from their options. With salary…

you've had no close friends who've lost their options, or had their options become worthless when companies fail?

You're one lucky person to know!

Re: Who pays when startup employees keep their equity?

#39

Is the presumption that founders and investors are not trying to screw employees? I genuinely can't tell from the article. I thought it's just common knowledge that they will try to screw employees at every chance. With options it was different strike prices for management/ founders vs employees. With RSU's it is weird vesting schedules and forcing forfeiture situations.

>Is the presumption that founders and investors are not trying to screw employees?

I think the presumption is that all parties act in their own self-interest. For some founders that means compensating employees with equity, for others that means keeping equity to themselves and relying on cash compensation for employees. Without talking about specific situations I don't think you can ascribe malice to either choice.

Re: Who pays when startup employees keep their equity?

#40

Wouldn't RSUs open employees to a different and more punitive tax regime (income tax) than options (which would fall under capital gains if you exercised early enough)?

I believe if you hold your RSU-granted stock for 1 year, you can pay capital gains tax on it instead. I'm not a CPA.

You would only pay capital gains on the gains from that stock. At RSU vest you would owe taxes on the market value of those RSUs.
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