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MenuWhat's the best approach to bringing a new founder into the business? How do we determine the right cash/equity/salary split?
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It's good that you know what you want, but I expect that here you will be constrained by the market. I've been involved in startups a long time, and I have honestly never of a developer who is not only being asked to work for no salary, but to buy in with cash. You may see it as "giving away equity for nothing", but they're going to see it as payment for work. "Please pay me so I'll let you work for free on my business that, as far as you know, will probably fail" is not a particularly appealing pitch to anybody who can turn around and easily get a solid salary.
Instead of buying in, the typical way this is handled, at least in Silicon Valley, is to adjust the amount of equity. The more value they bring, the more equity they get. The more valuable the company is right now, the less. The lower the salary, the higher the equity. Whatever relevant factors get rolled up into a single number.
Yes, you'll definitely want vesting. Hereabouts 4 years is pretty typical. For people joining later, a 1-year cliff is typical. But if they are coming in early and aren't getting salary, then I think it's normal to start vesting right away.
As to the actual amount of equity, there's really no guide for this. If you're before both investment and revenue, there's little objective data to say what the equity is worth. You can see noted venture capitalist Fred Wilson talk more about that here:
http://avc.com/2010/11/employee-equity-how-much/
I haven't watched it, but he also did a live class on the topic here:
I think you first need to answer the question how key this individual is; if they are the difference between making a success or not of the venture then you should be generous with the quantum. Your own historic investment can be protected through reflecting the amount using a class of preference shares. I don't think you can expect him to work for nothing and buy in at a full price for a business that is not currently producing revenues, but you could vest based on various milestones.
This is one ubiquitous question that we have had found omnipresent among startup fraternity. Hence, we decided to publish "Happy Equity Index" to help a few of them. Hope this proves to be of some help to you. You can read about the same http://366pi.com/one-business-with-multiple-co-founders-happy-equity-index/
One thing that I'm looking at for a current project I'm working on is sweat equity. While we won't have cash to pay people in the near term, we can allow them to earn equity at a rate commensurate with their skills and the value they bring to the table. This way they can "buy-in" doing what they do best and have the opportunity to build equity over time.
As for valuation, while not all that practically helpful, the old adage something is only worth what someone else will pay for it holds true. If you were to sell the company right now what do you think you could get for it?
So a few options, you could create a phantom tracking stock and never give any equity away, and this can structured like a contract, with profit sharing, exit sharing etc. Or if you really want to give equity, make sure to come to an agreement on the percentage, and that they will be diluted with new shareholders. You should issue 100% of the shares up front, and make them forfeitable or cancelable if they leave, under-perform etc. You can pull back that equity. And they get the benefit of lower base cost, less accounting etc. Options are the worst, and warrants may be a good method also. Or find yourself a company to JV with and add some serious horsepower to your plan. We do this with Startups to jump-start them into platform businesses.
Related Questions
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As a startup, is it better to find a way to pay for services (i.e. design) or trade equity for it?
Before I get to your question, let me give you a tip: always aim settle questions of payment before the work happens. It is ten times easier to agree on a price beforehand, and having done that doesn't stop you from changing it by mutual agreement later. The problem with paying cash is pretty obvious: you don't have a lot of it. The problems with paying equity are subtler. The first one is that early-stage equity is extremely hard to value. A second is that equity transactions require a lot of paperwork. Third is that entrepreneurs tend to value their equity much higher than other people would; if not, they wouldn't be starting the company. And fourth, people like designers are rarely expert in valuing businesses or the customs of of startup equity valuation. In the past, I've both given and received equity compensation, and it's a lot more of a pain than I expected. In the future, what I think I'd try is convertible debt. That is, I'd talk with the designer and agree on a fair-market wage. E.g. 100 hours x $100/hr = $10k. The next time we take investment, the $10k turns into stock at whatever price we agree with our investors, plus a discount because he was in before the investors. Note, though, that this will increase your legal costs and your deal complexity, so I'd personally only do this for a pretty significant amount of work. And I'd only do it for somebody I trusted and respected enough to have them around for the life of my business.WP
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How much equity should I give an engineer who I'm asking to join my company as a co-founder? (He'll be receiving a salary, too, and I'm self-funding)
You will find a lot of different views on equity split. I haven't found a silver bullet. My preference/experience is for: 1. Unequal shares because one person needs to be the ultimate decision maker (even if it's 1% difference). I have found that I have never had to use that card because we are always rational about this (and I think us being rational is driven because we don't want a person to always pull that card cause it's a shitty card to pull) 2. When it comes to how much equity, I like Paul Graham's approach best: if I started the business by myself, I would own 100% of the equity; if xxx joined me, he/she would increase my chances of success by 40% (40% is just an example) at this moment in time. Therefore, I should give him/her 40% of the company (http://paulgraham.com/equity.html) 3. In terms of range, it could go between (15-49%) depending on the level of skill. But anything less than 15%, I would personally not feel like a cofounder 4. Regarding salary and the fact that you will pay him/her, that's tricky but a simple way to think about it: If an outside investor were to invest the equivalent of a salary at this exact moment into the startup, what % of the company would they get? (this may lowball it if you think the valuation is high but then again if you think you could get a high valuation for a company with no MVP, then you should go raise money) One extra thing for you to noodle on: given you are not technical, I would make sure a friend you trust (and who's technical) help you evaluate the skill of your (potential) cofounder. It will help stay calibrated given you really like this person.MR
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What are the best books to learn about Leveraged Buyouts and other creative financing topics?
If you want information that matters in "Creative Financing Techniques" find a person with the experience/insight. Most of what is in books is dated. Many of the more creative methods are a function of current tax code and market factors (like QE).CW
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What is the best way to write a cover letter to an early-stage startup?
Better than a cover letter is to actually proactively DO something to help them. It'll show them not only that you've researched them, but you're passionate about the startup and worth bringing on. A man got a job at Square early on for just making them a marketing video on his own (back before they had one). Since you're a web designer, design a stellar 1-pager that's targeting their message to a particular niche. Something they could use on social media or something. If they're like most startups, they're not interested in reading cover letters. They're interested in passionate individuals who can add value to the organization.AS
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What is a better title for a startup head....Founder or CEO? Are there any pros/cons to certain titles?
The previous answers given here are great, but I've copied a trick from legendary investor Monish Pabrai that I've used in previous startups that seems to work wonders -- especially if your company does direct B2B sales. Many Founders/ CEOs are hung up on having the Founder/ CEO/ President title. As others have mentioned, those titles have become somewhat devalued in today's world -- especially if you are in a sales meeting with a large organization. Many purchasing agents at large organizations are bombarded by Founders/ CEOs/ Presidents visiting them all day. This conveys the image that a) your company is relatively small (the CEO of GM never personally sells you a car) and b) you are probably the most knowledgeable person in the organization about your product, but once you land the account the client company will mostly be dealing with newly hired second level staff. Monish recommends that Founder/ CEOs hand out a business card that has the title "Head of Sales" or "VP of Sales". By working in the Head of Sales role, and by your ability to speak knowledgeably about the product, you will convey the message that a) every person in the organization is very knowledgeable about the ins and outs of the product (even the sales guys) and b) you will personally be available to answer the client's questions over the long run. I've used this effectively many times myself.VR
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