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I'm getting screwed with my stock options

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Re: I'm getting screwed with my stock options

#61
post #7

How about "I appreciate your desire to have more stock available to give new hires. You've proposed that I give up 4%, which is 40% of my allocation. I'm amenable to giving up 1%, which is 10% of my allocation and equal to the portion which you're willing to give up, and lets us bring in a whole new engineer." If they counter offered, I might give up another 0.5% in return for "OK, you guys can have 1.5%, but in retu…

You've got some good talking points, but it could be stronger:

"I agree we need more stock available to give new hires."

"It seems like you guys are giving up 10% of your total options which sounds fair to me. I'd like to contribute 10% of my options too. So that gives us a 9% options pool. If it makes more sense to have 12% options then maybe the two of you could each contribute 5.5 points."

You could also ask for a salary bump to compensate for the reduced equity.

Re: I'm getting screwed with my stock options

#62
post #35

Earlier quoted context omitted.

The guy has no business trying to learn how to be a diplomat when he's already tasked with a day to day job for the founders. If it's gotten this far in the conversation (posting on HN) then the situation is clearly bad, at least on one end. Given it's a situation with unfair dilution, the assumption is that all stakeholders are well aware of the dilution results and are OK with what is being proposed. They are found…

Saying that may make you feel better, but Tony seems to have the better argument. You absolutely can be fired for lawyering up what the founders intended to be a pro-forma restructuring of the shares. You will probably have no recourse when that happens. Assuming you're vesting, like most employees (and founders!) are, getting fired will cost most of your shares. Talking to a lawyer: good. Bringing a lawyer into the…

I'm not saying that bringing a lawyer at this point is a good (or bad) decision, I have no idea. But can they really fire him? If OP is in an EU country and they've setup an office there, aren't they under the jurisdiction of said country for employment purposes?

If so, it might not be so easy. I don't know labor law across the EU, but here our labor courts don't like companies who fire people for exercising their rights.

Re: I'm getting screwed with my stock options

#63
I run Lawdingo.com, a place to get connected to lawyers for advice or services. We charge $30 for advice calls, but if you email me (nikhil@lawdingo.com) we'll cover that cost, and we can get you on the phone with a startup lawyer today.

Re: I'm getting screwed with my stock options

#64
post #7

How about "I appreciate your desire to have more stock available to give new hires. You've proposed that I give up 4%, which is 40% of my allocation. I'm amenable to giving up 1%, which is 10% of my allocation and equal to the portion which you're willing to give up, and lets us bring in a whole new engineer." If they counter offered, I might give up another 0.5% in return for "OK, you guys can have 1.5%, but in retu…

This is not sage advice.

First, percentages are meaningless. The OP needs to quantify what's at stake in absolute terms. If he has justification to negotiate or otherwise take action to protect his interests, he should do so based on an understanding of the dollar amounts involved, not percentages. When you negotiate around percentages, it's very easy to win the negotiation but lose money.

Second, the scenario described is a huge red flag. The OP's company raised capital from investors. Ostensibly the options pool was addressed as part of the funding. The OP's post suggests that the options pool was way too small but instead of expanding it (and diluting everybody), which is typical, the company's founders and the OP are forfeiting a portion of their piece of the pie, which is not at all typical. Why?

The OP needs to understand the true state of his employer's equity structure. What you refer to as a "newly valuable company" could just as easily be a cap table disaster. If that is the case, negotiating around percentages won't save the OP from a bad outcome.

Re: I'm getting screwed with my stock options

#65
post #59

Earlier quoted context omitted.

While these practical considerations are interesting, I think there is another observation worth making as well. If you really can be fired without cause or notice and at the loss of most/all of your interest in the business, you have no cards and anything you do is a bluff. If you really are dealing with cofounders who are are willing to push you out of 40% of your interests without offering much of anything in retu…

That doesn't make sense. You have at least one obvious card, which is that the board wants you to continue working for the company. If they didn't, instead of trying to claw back some of your equity, they'd claw back most of it by firing you.

That doesn't make sense. You have at least one obvious card, which is that the board wants you to continue working for the company.

That's true of any good employee, whether or not they were on board early and received a stake in the business.

However, the value of that card will progressively decrease to near zero over time whatever you do. Like any good poker player, you want them to pay to stay in the game before they know what your hand will be worth if they call you.

Put another way: Two years down the line, with 100 people on board and another funding round in the bank, any one senior technical person will almost certainly be expendable to the business and everyone will know exactly how much his options/diluted options/low preference shares are worth if he doesn't have proper safeguards to guarantee his position.

Re: I'm getting screwed with my stock options

#66

Assume positive intent. They might not be out to fuck you -- they might just not have thought about it from your perspective. Let them know that you think it's unfair because you're diluting much more than them proportionately. Help them understand that you're in this for the long run (even if you're not sure, founders want to hear that: stability in senior team is something they value) and you want to be incentivise…

As much as I support the power of positive thinking, someone should never make assumptions about anyone's feelings - good or bad. You should assume all possible outcomes and state what you want for yourself. If you have legal precedent for defending what you want for yourself, you should use it.

The OP's language makes it seem like the relationship is already strained and he is isolated from the founders ("half-baked", "shit money", "feeling helpless") while still wanting to continue with the company. This negotiation is wrapped up in two things: 1) the financial issues and 2) the OP's value to the company. I think point 2 is the trickier part. Others have already suggested a few ways that the financial issues could be resolved, but he also has to get his relationship with the founders into a better state. If the relationship stays strained, it's only a matter of time before the next issue sets this whole process off again. Especially when we're feeling isolated, rearranging our own mental state often starts the process of claiming the power to fix the relationship.

Let's say they negotiate and his equity stake is cut back to 8.5% while the others give up 5.25% each. His narrative of the negotiation could be, "They tried to screw me again and I barely held on" or it could be "They gave up more money, I gave up a bigger proportion." Even though the finances don't change, the first response maintains the status quo while second response starts the process of reclaiming the relationship.

(Sorry for the male pronouns if you're not a male, OP. Writing he/she is annoying and I'm lazy.)

Re: I'm getting screwed with my stock options

#67
What is your relationship like? Any reason you can't tell them the same way you told us?

If they're receptive, you've helped to forge a better relationship. If not, at least you know bailing is the right choice.

Consider having a mental (or physical) flow chart of all of the possibilities before you talk with them so your action can be predetermined based upon their feedback/reaction.

Re: I'm getting screwed with my stock options

#68
post #7

How about "I appreciate your desire to have more stock available to give new hires. You've proposed that I give up 4%, which is 40% of my allocation. I'm amenable to giving up 1%, which is 10% of my allocation and equal to the portion which you're willing to give up, and lets us bring in a whole new engineer." If they counter offered, I might give up another 0.5% in return for "OK, you guys can have 1.5%, but in retu…

Sounds about right. I would even bump it up to 2% (even 8% is a HUGE allocation for what it sounds like you have done). And improve your tone dramatically.

Re: I'm getting screwed with my stock options

#69
post #53

Earlier quoted context omitted.

Great advice. Always have acceptable alternatives in mind. For instance, propose that they accelerate vesting on your remaining options 50 cents on the dollar. So if they want you to give up 2% they would instantly vest 1%. The term here is "single trigger". Point being, be creative and try to work out a deal. A 4% starting offer isn't unreasonable.

He shouldn't be giving up any of his shares. At all. He should be demanding more options. In all likelihood - he's the reason the business exists. They would have nothing without him.

Not really. They could let him go and find someone else (or promote internally) for much less.

Re: I'm getting screwed with my stock options

#70
You should not be asked to give up anything without getting something in return. The options you were offered are compensation for your below-market pay rate. As with any negotiable intrument, the vested and unvested options have a current value. If the founders want to offer them to someone else in lieu of pay, they need to buy them back from you first.

All the people saying "pro rata" don't seem to be distinguishing between options and actual equity. If you have options, you are offered the opportunity to buy equity in the company at discounted rates. Investor coupons. Your equity in the company is the number of shares you have removed from the option pool by exercising vested options.

The founders, who have actual equity in the company, are adding 8% of their company to the option pool, which is already at least 10% of the company, less whatever OP exercised out.

I assume the freelancer was paid in cash. That makes the current structure 40% Founder A, 40% Founder B, and 20% option pool, currently 10% allocated to Employee 1, and 10% distributed among employees 2-15. The proposal puts each founder at 36% each, grows the option pool to 28%, with 6% for employee 1 and 10% for 2-15, and 12% for new blood.

Until someone starts exercising those options out of the pool and into actual ownership shares, the founders are still 50-50 in control of the company. Those options remain just investor discount coupons. They have some value, which can be calculated.

Unvested options are worth less than vested options, because you have to apply a discount rate representing the time you have to wait to use them. The 4% given up are essentially the 4% from the end of the vesting schedule. What the founders could do is take the current value of that 4%, and pay that to OP as cash, or apply that amount towards exercise of vested options. It would replace a larger amount of future options with a smaller amount of current equity, but the current value of the assets remains the same.

You don't need to consult with a lawyer. The founders can do the right thing and pay you what they promised to pay you when you agreed to work for them, or they can reneg. If they don't at least pay you for the work you have already done for them, that's when you hire the lawyer and jump straight into the lawsuit.

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