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Ask HN: In this situation, what's a fair equity share?

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Ask HN: In this situation, what's a fair equity share?

#1
I'm sure I'm not the first person to ask this, and know each case is individual, but what guidelines should one use?

I'm the third person, and my percentage is pretty low (low single digits). I came in pre-money, and I accepted the percentage given because (1) I was fine with the salary offered (deferred until funding) and expected money to come imminently (it took a bit longer, but we're getting customer revenue) and (2) realized I didn't have the full picture (how many points were in the option pool, saved for legal counsel, etc.) and couldn't evaluate what a fair share was.

It looks like funding is coming via customer revenue about... now. We'll be incorporating soon, which seems like a convenient time to revisit the equity question. I don't feel entitled to a 1/3 split, since the other two guys have been working on the project a lot longer than I have, but I did come in 7 months pre-money, so I feel entitled to all the trappings of founder status, and an equity share that would reflect that.

What's a good guideline for whether or not I'm getting a fair share? Is it wise or unwise to negotiate a higher share, and at what point (pre- or post-revenue)?

Also, how do board seats work? If I enjoy hacking more than business, do I want one, and how do I go about determining if I deserve one? (E.g., if there are 3 board seats, I don't feel entitled to one; if there are 5+, I'll be pissed if I don't get one.)

Re: Ask HN: In this situation, what's a fair equity share?

#2
You are a minor player. Not being harsh, but it's just a job for you. Don't worry about the corporate details, if you believe in the vision. If the company is successful, you will be too. But make sure that as the company grows, you grow (career wise) too. You might get rich some day from it.

Re: Ask HN: In this situation, what's a fair equity share?

#3

You are a minor player. Not being harsh, but it's just a job for you. Don't worry about the corporate details, if you believe in the vision. If the company is successful, you will be too. But make sure that as the company grows, you grow (career wise) too. You might get rich some day from it.

I disagree, because I've put 7 months of opportunity cost on the line, which is about $60k, so I definitely feel entitled to the trappings of founderdom. I'd almost certainly leave if I found out that a post-money marketing guy got more equity than I did.

Re: Ask HN: In this situation, what's a fair equity share?

#6
Whatever it is, you agreed to the original offer and technically the other founders do not have to re-negotiate the offer with you.

Since you accepted the offer with salary although deferred. I think it is fair, assuming the other founders did not get salary, in lieu of the low equity you are receiving.

Re: Ask HN: In this situation, what's a fair equity share?

#8
post #6

Whatever it is, you agreed to the original offer and technically the other founders do not have to re-negotiate the offer with you. Since you accepted the offer with salary although deferred. I think it is fair, assuming the other founders did not get salary, in lieu of the low equity you are receiving.

[deleted]

Re: Ask HN: In this situation, what's a fair equity share?

#9
post #4

[deleted]

How much did the original founders spend both in time and in money before you came along.

* How much have /you/ spent in relation to that?

* How affected was the outcome of the business by your presence, did you accelerate the growth, did you take it the extra step, can they survive without you etc.>>

I've done this math, valuing time at the market rate. I come out as about a 10% contributor, but they obviously can't give me 10%, since there need to be points for the option pool.

I was offered 2%, which seemed really low, but I was told that this was because the CEO wanted to conserve points for future hiring. I was also told the low number was because I wasn't relevant to getting the first round of funding (which appeared to be imminent). However, funding came later, at a time when I am relevant, and with 7 months on the line, I don't think this is enough, unless a large number of programmers much better than I am are hired (and they mentor me).

Re: Ask HN: In this situation, what's a fair equity share?

#10
These things are never simple but a fair distribution should take into account the risk each person took and the value of their contribution. For example if they worked twice as long as you and they took twice the risk you did then it would be difficult for you to justify more than a 1/9 stake.

If they were stuck before you got there and you played an important part in getting a 3-person company to some measure of profitability then you probably deserve closer to a double-digit percentage.

A board seat is probably out of the question at this point but I'd recommend you negotiate for the same class of shares and vesting/acceleration options that your co-founders get.

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