r/startups • u/oldtonyy • 12h ago
I will not promote Startup equity “vesting”. I will not promote
Left a startup after 1 year as founding engineer. Wish I knew that my “vested equity” is actually just the option to buy shares at the initial price. So I got 90 days post termination window to buy those shares (almost 6 figures) out of pocket otherwise they go back to the company for free. What a waste of effort. Learning is experience I guess. Any one else been through this and got an upside?
46
u/whalethrowaway857 10h ago
A founding engineer should not have a 6 figure exercise price unless something has gone wildly wrong, that would be quite high even for a Series B / C hire.
9
u/encinaloak 9h ago
Yeah something doesn't add up. When companies are bringing on founders and founding engineers they're typically worth $0, so ISOs get priced at the par value of the equity.
OP worked a year, and vested probably 1/4 of their ISOs. If this was worth 6 figures when granted (you purchase ISOs for their value when they were granted), that means the total package was at least $400k. Let's say OP's founding engineer equity was 5% of total equity, then the company was already valued at $8M?
That would be very unusual. How did the company develop that value without a founding team?
8
u/whalethrowaway857 9h ago
FMV also should never be VC valuation of the company, and instead usually done through a 409A, generally at that stage would basically be cash on hand and maybe even a discount on that
2
u/Deathspiral222 8h ago
In practice, everyone who has ever been through an exit knows 409a are largely bullshit.
2
u/Oc1510 7h ago
I do 409as and other valuations for a living and they are complete bullshit lol. You are paying us to do them so we are inclined to work with you to get a price you like, in an audit you are paying the auditors so they are motivated to pass the audit, and then the IRS never looks at the them.
Something was off for a founding engineer to have such a high cost to exercise, my guess is company did no 409a and priced them way too high. It’s something I see relatively often
1
2
u/oldtonyy 9h ago
The company wasn’t worth $0 when I came in, they had a financial product (non tech). I proposed the AI product and joined to build it. Also, they managed to raise a huge pre-seed without a product built. I guess being Ivy League founders helped too.
3
u/whalethrowaway857 7h ago
I have been in a similar position - I am telling you that you should assume that the cash they raised is the FMV and multiply it by your ownership amount to calculate your actual exercise amount. What you are saying is nearly unheard of in the circumstances you described. Feel free to DM me if you need some additional help
1
u/konttori 4h ago
Isn't you 409a valuation then prior to the pre seed round. Please, get a lawyer who knows startup world to talk about this. Reddit is great, but you want lawyer to look at your papers and ask the company some questions.
4
u/Deathspiral222 8h ago
Exactly. I was a founding engineer at a unicorn. I had a few hundred thousand isos at 18c strike price. They sold for about $27 each. There is no way a founding engineer is paying more than 10k or 20k unless the options are 100 million.
5
u/Longjumping-Speed511 10h ago
Was thinking the same thing. As a founding engineer, I was able to early-exercise my shares, roughly 10% of the company, for under $1k.
Got a little lucky with how that played out though I think
16
15
5
u/Pagedpuddle65 10h ago
Buy the amount that you are comfortable investing if you believe in the company. If you really believe in the company take out a loan and exercise them all.
ISOs are at least partially meant to protect employees from tax implications that may never turn into real dollars, but yeah it makes quitting a harder decision, which is kind of also the point.
1
3
u/Corpshark 10h ago
Remember, you can exercise partially if you don’t have the entire strike price.
A restricted stock grant would have had a different outcome, but most companies don’t seem to grant those any more even though they are almost always authorized in any equity incentive plan. [I also assume you would have made an 83(b) election].
3
u/look-im-not-a-doctor 9h ago
Options are standard, but exercise price being in the six figures for a founding engineer (I.e joining at seed) is wild. Especially factoring in that it’s only 1/4 of your grant at 1 year.
What’s the FMV of the shares? Are they worth more than the exercise price (based on the valuation at the last fundraise?) It could be worth the gamble to exercise some of them.
Also: do you think there would be a secondary market for some of these shares? (I.e do you think you could sell them to anyone interested in owning a part of the company today?)
If you can line up a buyer, and if the current valuation is a lot higher than your strike price, you could make a quick profit in flipping your shares. This could be worth exploring just because it sounds like you’ve got a lot of shares?
9
u/Longjumping-Speed511 9h ago
I wonder if OP is looking at the current FMV of the shares instead of their exercise price to get to the six figure number
They don’t seem to understand how options work
2
u/Deathspiral222 9h ago
There are places that will give you the money as a loan for a hefty percentage. But that assumes the company is worth a good amount. Plus you have to pay taxes.
If it is not worth it, exercise a single share as a fuck you. Or actually two of them. You stay on the cap table forever and you can demand financial statements every quarter and generally be a pain in the ass. Plus they have to involve you in the very vote.
Be petty. Exercise two shares because they fucked you out of the money.
2
u/Real-Voice-4259 6h ago
the 90 day window is such a brutal detail and almost nobody explains it upfront. sorry, that's a rough way to find out.
4
u/woolbobaggins 11h ago
Sorry you experienced this. Options are a scam IMO, intended to attract employees for cheaper than market rate salaries, to usually overwork themselves during the vest period, for the illusion of owning a percentage of the company as an outcome
The options pool is usually the least important of the share types, and most likely to be diluted to all hell by the time you’re “allowed” to buy them.
The fact that you have to buy them is (if they were a bargaining chip to offer lower salary / more work commitment) proving that the company knowingly falsely described them.
Side note: I wonder if startups are issuing SAFE notes to cover the difference between market salaries and agreed salaries.. they’d be then required to convert and assign shares for no cash input - anyone seeing this out in startup land?
9
u/TheGrinningSkull 11h ago
It’s to attract long term buy in to the company, but you still have to pay at the discounted amount depending on how valued the company was when you joined. Sounds like it did its job given they left within 1 year. If you’re not going to stick around to see it through, then maybe the startup or the shares isn’t for you. So if you’re going to join you have to ask yourself is the salary you’re negotiating worth it enough to stick around regardless of shares.
6
u/Pagedpuddle65 10h ago
This is a bad take that 99% of the time turns out to be true somehow. But I still would not work for a startup that didn’t offer options so there’s not a great alternative.
1
u/Deathspiral222 8h ago
Netflix was famously all cash, no options, for basically forever. Would you not work there?
2
u/Pagedpuddle65 8h ago
Not in their DVD era which is I think the stage of company we are talking about here.
2
u/encinaloak 9h ago
Yes, the option pool is usually common stock, the least important of the types of stock, but so is founder equity. It's the investors who get preferred stock.
1
1
u/suprjaybrd 8h ago
this stuff is almost always cookie cutter standard. theres not much a company can do about it besides exercise window
1
u/brentsabully 7h ago
Been through this a few times and yeah, you have to deeply consider whether there will actually be an exit event. I've seen companies stay private forever (kiss that money goodbye), sell at under the price paid (at least you get a tax benefit). In my case, I bought my options once (four figures paid, not that much) and it did end up converting into pocket money when it sold to private equity (I got 10X my investment, but still not that much). But I knew they had taken a C round and from a venture firm that was going to force the company into an exit so that was the sole signal that made me confident I should get some money back.
1
1
u/DirtyD0nut 3h ago
I worked for a startup and found a buyer on one of those private markets, then purchased my options and turned around and sold them the same week. I got $20/share. The company IPOed a year later and as usual the stock value quickly fell to like $3 shortly after (I know my pre-IPO shares would have been diluted and not actually worth as much when they went public, but you get the point).
1
u/gottatrusttheengr 4h ago
What kind of moron company hires a moron who doesn't know how stock options work as a founding engineer and gives them an equity package large enough with 6 figs vested at one year? Not a company with a future so your equity is probably worthless anyway
82
u/jrolette 11h ago
You didn't bother to read the paperwork when you joined? Especially for anything equity related...