Agreed. It bothers me to see hyper homogenous work cultures celebrated as some kind of ideal [1].

[1] http://blakemasters.com/post/21437840885/peter-thiels-cs183-...

"Equity is worthless, never work for equity, always demand cash up front."

"Those darn investors and founders keep all the equity for themselves and get rich off your back!"

You can't have it both ways. Either the equity is worthless or it isn't. Are the investors, who get no salary and only equity, even bigger suckers than the employees? What about the founders who usually take big paycuts when they start the company?

It seems like the real message here is "Make sure you get a BUNCH of equity" not "Don't take any equity at all". Which I can totally get behind. If you're an early employee at a startup, working for equity, make sure you're being compensated appropriately!

For example, a well-funded late stage startup recently offered me a salary that was $35k/year below the market rate, plus X hundred thousand stock options. These came with no strike price, and their grant was subject to final board approval after hiring. When I asked how I might possibly valuate these at anything other than zero dollars, they told me that this was just a standard bay area offer structure. When I persisted, they reminded me of the free lunches. When that wasn't convincing, they fell back on the old, "People don't work here for the money, they do because they want to change the world! You may just want to get rich, but we'll be happy if we can cure cancer someday."

Add that to the list of ways to get denied your options. How do you exercise if they just ignore you?

Similarly, they can't specify the strike price because for legal reasons the strike price is set when the options are issued.

Nonetheless, options of this kind are worth a potentially huge amount of money. X00,000s of google shares, given to you subject to board approval and with an unknown strike price, would have been fabulously valuable.

However, perfectly legitimate questions:

How many outstanding shares of stock do you have on a fully-diluted basis? X00,000s of stock options is meaningless, only percentages matter. You should always ask this question.

What was the last 409a valuation for common stock? When did you get your last 409a valuation? This will determine the strike price your options get, assuming that their 409a valuation is less than a year old.

So actually, their answers were perfectly legitimate. $35k under market is quite a bit, though depending on the percentage of the company you were getting it might be fair.

My sibling comment offers a counterexample [1].

> X00,000s of stock options is meaningless, only percentages matter. You should always ask this question.

Exactly right. They weren't willing to answer this question in writing.

> Similarly, they can't specify the strike price because for legal reasons the strike price is set when the options are issued.

I believe it's legal to set the strike price at X percent of the stock price, which seems to be what you'd really need to try to valuate private company stock options anyway.

[1] http://news.ycombinator.com/item?id=5258483

Bingo. I have no idea why they routinely fail to give enough information to make the option grant even remotely meaningful.

Fortunately, where I work, the head of finance told me how many shares were outstanding, fully diluted, and in writing, when I asked.

No, they are not contradictory statements. Equity is one way to see upside in a startup, but that upside can be completely destroyed for employees. For example, common stock or when founders don't negotiate with investors on your behalf. An employee's relationship with equity can be very different from a founder's relationship with equity (and not just quantity). Situations aren't always this bleak, but the OP was asking for a dose of cynicism.

I have worked for fortune 10 companies and for 3 man crews. Yet my own assessment of my value has not changed. If an individual understands their own value then they can not be taken advantage of and an employer would not want to. I have taken payment for my services in stock, units, FRNs, gold, beer, and good will. I did so knowing the value of my work and accepting, in my perception, an equal or greater value in return.

To many the culture fit crap you deride has value. Your statement that companies exist to make managers/founders rich is misguided as can be demonstrated if you speak to zealous founders who obsess over their passion. And no person, Mr. Graham included (whom I believe would agree anyway), will ever convince me employees risk as much as a founder or even an early stage investor. I will not enumerate all that I have lost (more than money to be certain) in the two companies I have started. I don't say this to diminish the employee role or risk but to correct a grave misunderstanding.

The very few founders who do get rich damn well deserved it and I guarantee the money doesn't cover all of their losses.

That argument is circular. Of course it has "value" to those who practice it (presumably why the practice exists in the first place).

>The very few founders who do get rich damn well deserved it and I guarantee the money doesn't cover all of their losses.

By that logic, being a founder is always net loss even in the very best case scenario.

I understand you're making reference to the personal cost of a venture, the debating of which is a dead-end of anecdote and opinion.

On this point I couldn't agree more – thanks for putting it so bluntly. I've been trying to figure out what irked me about "culture fit" for a long time.

[1] http://stason.org/articles/money/investing/everything_you_ev...

Some points you make are valid though, it's a shame you are so single-minded.

The problem with the issue is what constitutes "deserving" of a larger share of equity. Obviously there are different perspectives on this, but in terms effort, there certainly are many cases where employees eclipse founders. I literally just finished a conversation 30 minutes ago with a c-level exec about how the one founder of her company who is still present (there were two) never actually did anything other than give talks and never had anything to do with operations or strategy.

Even in the case of taking on risk, a founder with enough personal wealth and/or strong professional network that failure doesn't severely impact them is certainly not taking as much risk as an employee who is living paycheck to paycheck.

In short, I've seen more than enough cases where strong, effective employees worked harder, took more risk, and contributed more to the success of the company than one of the founders. I'm not sure by what metric the founder "deserved" more equity in those cases besides being there from the beginning.

But what's really the difference between the first few employees and a founder? This is especially true for employees who are ridiculously crucial to the early success of a project when the value of the equity is non-existent. Is being part of a company 6-12 months earlier truly worth 10x-20x more than the next person?

That's really not the case.

the risks of starting before salaries are that you will accumulate a ton of debt (or waste away your savings, or both) for a project that ends up going bust. you will lose many friendships, perhaps even your marriage, because you believe so strongly in an idea that ultimately may or may not work out, and you put 100% of your available time and effort into it.

there's nothing particularly glamorous about that statement i just made. starting a company is hard and it sucks and it usually ends in failure with the founders hating each other.

Of course once employee #1 joins he usually works as hard as the founders and I understand if he wonders why he got so little equity but those first months are more crucial than appears.

Let's take the example of the company I'm cofounding (tldr.io). When we started 10 months ago it was nothing more than a crazy idea with a very low chance of success (summarizing the web). Fast forward to today. We're still not ready to hire but we're getting close. The crazy idea has become a "there actually is a chance, although small, that it will succeed". I feel that the difference is huge.

However, in the current job market you really cannot hire without offering market rate. The perks are nice and part of classical negotiation game. The "culture fit crap" is their loss - the job market is very competitive now. So I don't think any reasonable startup is offering salary below market rate.

But, the main point I want to say is that the critical problem now is that all these new companies do not offer anything additional to compensation: no learning, no great mentorship, etc. Their entire secret sauce is in their business model: not in technology or software product. So young engineers will not learn new technologies, algorithms, etc. and have great mentors.

So the first thing I tell to my younger colleges is to find a job in some software company - preferably related to systems, networking, and storage. That where you find very very interesting projects (that you can put on your resume) and have great mentors.

You make some great points that a lot of "wide eyed" grads could use to hear more of. There are also a few things I take issue with.

About equity: one thing I make sure everyone I hire understands very clearly is that equity is not a sure thing. I have this same conversation on every phone call where I make a job offer: "Here is the percentage of the company you would get. Here is what we think it might be worth today based on realistic multiples of our revenues and profits. Here is what we think it might be worth in 3-4 years if we continue growing as quickly as we are today, you should think about and come up with your own expected value. It's very possible it will be worth nothing if things don't go well." I want people to value their equity, because I think it is and will be worth a lot, but I want them to go in with their eyes open, and understand there are no guarantees.

On the other points:

1. Take the least amount of stock possible is not a good generally-applicable rule. It might have worked for you in the past, but it sure wouldn't have worked well for any of the employees of Google, Facebook, Dropbox, Weebly, etc.

2. Technically correct, but a better way to look at it might be to figure out a current value and the chance of the stock being liquid and coming to an expected value. At least that recognizes some potential for value. If you think the chance of liquidity is very low, then your expected value could effectively be zero. It's probably not a good idea to work at a startup where the chance of liquidity is minuscule, anyway.

3. No, that would not work, because no one would accept one set that way. If you want to make it equally ridiculous, I could invent a valuation that I tell everyone, nobody is stopping me from doing that. A smarter bet would be to ask "What was your last funding round valuation?" or "What is the current 409A valuation?" These are valuations set by third parties. Sometimes VC valuations miss their mark, but at a minimum you know an intelligent third party believes they are going to make money at that valuation.

5. This is not true. The reason earlier employees receive more stock than later employees is that everyone is receiving the same dollar amount, but how much stock you get for that dollar amount changes. To keep it simple, if you are employee #1 and you get $100k of stock at a company valued at $10M, you get 1% of the company. Later, if you get $100k of stock valued at $100M, you get .1%, etc.

This makes a whole lot of sense: first, the company was super speculative and full of risk when the earliest employees joined. Then, their efforts directly contributed to the company being (much) more valuable. This was not a guaranteed process, they took on a lot of risk (things could have gone miserably south). They are rewarded for that risk when the company grows.

About founders being there earlier..... that is a pretty asinine argument. Maybe the founders shouldn't have been there and there wouldn't even be a company we are complaining about in the first place?

6. Don't take a pay cut to join a startup, then. Plenty of us (like Weebly) pay market or better. We don't expect you to work 100 hours a week, in fact we are happy with 40. What we do focus on is output, which some achieve in 40 productive hours, and it takes others 60. Any startup has sprints, but we try to be very cognizant of burn-out and follow up with vacation or more relaxed periods.

If you never want to take a pay cut, then join a startup with traction that's profitable or well-funded. If you want to add on some more risk (for potentially larger reward), then go take a pay cut at a brand new startup and play the game. It may or may not work out, but if it does, then you'll be one of those early guys with lots of stock that the OP is complaining about.

And the free food? What about just doing nice things? Am I automatically a sociopath in every thing I do? Honestly, the free food for us is just nice & convenient. It's a bonus that people tend to end up eating together, talking, getting to know each other better, etc.

We're trying to create a place where we want to work, and that drives a lot of our decisions, not some kind of sociopathic desire to extract another 30 minutes of work.

2. No one knows these odds or who will actually succeed - it's the reason why being a VC is so random. Furthermore - failure rates still push the EV towards zero.

3. The difference between say $3 million at a $15 million valuation post money and my example aren't really that different. Valuation leverage is a huge issue that no one seems to talk about.

5. You say this as if startups grow linearly and smoothly - this is not the case. They do so in fits and bursts - and I've seen too many cases of zombie founders and terrible early employees to honestly think this is true. More often than not later employees carry the company.

6. That's not really a denial. You just reworded 100+ hour work weeks and sprints in nicer terms.

Most frivolous benefits at startups are merely extreme examples of psychological arbitrage.

Dave phrased his answer in very reasonable terms that, based on my experience, closely match reality. You just flat out ignored them and went back to your original claim as if his points simply had no merit.

Aside from that typo, confluence's points closely match my perspective. Just rational risk management. Understand the system you're you're getting into, without illusions. drusenko rhetorically asked if this all makes him sociopathic. (That is, an ideal rational amoral self-interest.) Frankly, I think that's a type error -- he's not sociopathic, but his corporation probably is. And that's just plain institutional constraint; startups already have a huge failure rate, even when acting in that kind of rational way. I am not a sociopath, but my corporation overall acts like one. With my support. Otherwise we court extra chance of failure.

2. It all depends on what your failure rate is. It'd have to be astronomically high to truly "approach zero".

3. You're acting as if somehow VCs putting in millions of dollars are doing it for the express purpose of creating a fake valuation to screw employees. This is a spectacularly self-centered point of view.

The reality is that what you call "valuation leverage" doesn't matter. The valuation set just determines what % of the company the investor owns and if they can make a return if someone else decides that the company is worth more than that or if the company goes public.

The valuation of an investment round is actually fairly meaningless if you really think about it. The only one that really matters is a sale or IPO.

Besides, you could say the same thing about valuation leverage with an IPO. It's rare for 100% of a company to be traded, that doesn't mean that each independent party isn't acting in their own rational best interest by trying to accurately place a value on the company.

5. There are certainly counter-examples, I won't deny that.

6. I've had this discussion here a million times before and I don't want to have it again. We're not EA, we're not forcing anybody to do anything, and I wager our average work week is 45 hours. But suffice to say, if you never want to work a minute over 40 hours, then don't. Nobody is forcing you to take the job, make your intentions clear when you interview.

No, it doesn't. A low failure rate can still work out to an EV of near-zero for the employee. You're disregarding powerful effects:

- dilution between grant and exit

- amount of equity being offered in the first place

- opportunity cost of passing up traditional cash/stock bonus structures at BigCos

The fact of the matter is, a meaningful exit for the founders is almost always an insubstantial exit for the employee. Owning 20% of a company is very different than owning 0.05% of a company, post-dilution through additional rounds of financing.

The culprits here aren't VCs. The VCs are putting in the money the company needs to do its thing. Valuation isn't the problem - the attitudes of founders is. I've found that founders mentally grossly overestimate the value of the equity they're handing out. I've seen people demand 5-figure pay cuts for 0.1%-level equity, and this isn't uncommon.

The amount of equity being handed around by founders, even to early employees, is not high enough for anyone to seriously consider taking a pay cut.

If you want me to take a pay cut, give me an amount of equity that might actually result in a meaningful exit. Of course, at the current salary/comp level of competent engineers, we're talking >1% levels of equity, and no founder is willing to part with that.

2. Dilution, liquidation preferences and different stock class rights do indeed push it towards zero.

3. No I'm not. I'm merely indicating that valuations are bogus.

6. Implicit force is still force - just because you haven't mandated it doesn't mean it's not enforced via threat of firing and peer pressure dynamics.

In short, 13% of VC-backed startups exit for over $10M, 5% exit for over $50M, and 2% exit for over $100M, which is what I'd call a meaningful exit for all parties involved.

A more accurate statement would be "...is not a good universally-applicable rule...".

To add some numbers to the discussion, there are currently 203 startups listed on Angel List as hiring for full-time dev roles in the SF Bay Area. How many will exit in such a manner as to yield financial rewards via equity / ownership / deferred compensation?

Note the bar has been set considerably lower than for the companies you listed (e.g. big-name successes), and my sense is that we're still talking about fewer than 50%.

It's quite difficult for new hires to correctly gauge a startups long-term potential. After all, professional investors (who by definition do this for a living) routinely mis-calculate. Given this, it seems fairly sensible for potential hires to err on the side of caution.

Candidates have no way to evaluate the value of the equity pressed upon them, but even in the case of a successful exit, it's usually quite small.

Indeed if you put a margin of safety on valuing any arbitrary startup before they get traction - EV does hit on or near zero.

And for the people who won the Powerball, "Don't buy lottery tickets" wouldn't have worked well for them. That doesn't mean "Don't buy lottery tickets" isn't a good generally-applicable rule.

Cashing out big on your startup might not be quite as rare as winning the Powerball, but it's still awfully unlikely.

----

Since there's a lot of assertion and not much data here, let's bring some in. After some quick research, this Quora article seemed to have some useful statistics: http://www.quora.com/What-is-the-truth-behind-9-out-of-10-st...

In short, 13% of VC-backed startups exit for over $10M, 5% exit for over $50M, and 2% exit for over $100M, which is what I'd call significant.

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Besides, there are a lot of startup opportunities that pay market, so you aren't "investing" anything in the equity, it's a bonus over what you'd get paid elsewhere.

An investor's job is to catch the winners. An employee's job is to avoid the losers.

As an employee, your main interest is not in what the top end of the stock may be, you don't have a portfolio, you aren't doing "black swan investments" you are investing your life and your time. It makes sense for professional investors to go in even at ridiculous valuations because one win can carry 19 losses.

As an employee you do not have a 20 strong portfolio. If you start young you have maybe five or six swings at bat and then you'll have a mortgage, kids, family. The return as an employee simply doesn't justify high levels of risk, the main job is just to ensure you're a part of something that works.

So how can you do that? Ask the questions you know make sense. Are you working for company run by founders who can sensibly and calmly articulate why they will succeed. Do the people around them also believe this and do you trust their judgement? Does the company have a justifiable burn rate and is it on track to make sustainable money in a market that's not unreasonably small? Would you pay money for the product or do you feel your customers are being duped? If the answer to the above questions is yes then put value in your stock. If not then don't.

> This makes a whole lot of sense: first, the company was super speculative and full of risk when the earliest employees joined. Then, their efforts directly contributed to the company being (much) more valuable. This was not a guaranteed process, they took on a lot of risk (things could have gone miserably south). They are rewarded for that risk when the company grows.

If they are giving the same value of stock, isn't that less reward for the risk? I would hope that risk plays into the value of stock granted by employees (ie: 100k and then 50k grants).

I too am a cynic, but I also believe that the startup culture we have created has many more benefits than you seem to weigh in on.

I don't work at a startup to get rich, I work at a startup to figure out what I did wrong with my own business(es) in the past. I joined each of the companies I have worked at in the past 3+ years to learn and love my job... big emphasis on these two ideals.

I want to better myself, I want to see how other people succeed and fail, I want to see how I deal with failure without risking my own investment(s) like I have in the past.

I think -- I hope -- that other people in the scene feel the same way.

This is a learning experience, and so far I have learned that this approach to raising massive amounts of money for an inevitably doomed business is totally fucking flawed.

I will start a business within the next year, and like my previous business(es) I will do it with my own money, it will be cashflow positive at launch, and it will succeed because I will not make the same mistakes as others before me.

I only know this because I have joined startups that have failed miserably, as I sat and watched the management teams, and board members struggle to cooperate.

I hope others see this as the same opportunity. This is a chance for us to learn how to be better business people, engineers, and designers without taking the burden of risk.

Sure we will work hard, we will also play hard, and hopefully love our jobs. Some of us will move on to start a business of our own, and with the knowledge we gained from these experience, we get our value out of it. Its not the equity, or compensation, its learning.

When one works for substantially below-market salary and flimsy equity, that's often essentially what he is doing.

You should work for a company you are passionate about, take it's stock and assume it will be worth next to nothing and hope for the best.

What companies really need are wide-eyed, earnest, new college grads who have no idea what goes on in the real world, and how much they are truly being screwed by their current startup.

Those guys rock! They work 100+ hour weeks, they don't have families, or commitments and are willing to do it all for mere peanuts and empty promises of golden rainbows!

Sadly - a few years of this turns them into realistic employees - and you need a whole new batch to replace them.

Why arent you working harder to give shareholders a disproportionate share?

They called 'dibs' on it before you did, so don't go around with sour grapes.

If so, why not work in that job (rather than at a startup)? Or why not found a startup (rather than be an employee)?

Do I think I'm above average? Depends on what you mean by average.

There are zero barriers to entry in becoming a founder - so yes I'm founder material. As is everyone else. The question that actually needs to be asked is: How lucky can one get?

This may just be a situation where the grass looks greener.

One of the employees I had the most respect for was one of our core crypto consultants who explicitly said, "As soon as I walk in the door each day the clock starts, and I charge $500/hour. It stops when I walk out the door." In pretty much those words.

There was no bantering of free lunches or beer bashes (or, for that matter, stock options) with him. All business and execution.

(Yes, founders take more risk--though "fuck, out of a job" is not a risk to be minimized. Founders do also get much more exposure and have a better chance of finding somewhere to land immediately if things go south, as well as foreknowledge of the southerly state of things and a head start on finding that escape route.)

Did they forget to incorporate and will be personally liable for the debts?

They took the risk of renting out a couple $5 a month servers, and buying a domain?

The last startup I was at I had 33 times the equity a guy hired a month later did. I didn't take anymore risk, I just negotiated better and first.

Opportunity costs are a form of risk; being paid a salary reduces (or eliminates) those opportunity costs and thus reduces risk.

Look at this person, using the word "employee". Obviously the suffix -ee is always passive and deprecating, and -er always active enhancing. Employer and employee. Trainer and trainee. Appointer and appointee. Payer and payee.

Which is why people who create wealth, workers, call themselves workers. This person uses a more derogatory, passive term, "employee", who I suppose should thank the heavens that "employer" is a job creator. This says more about them then about you.

Karl Marx said in the Communist Manifesto that "The history of all hitherto existing society is the history of class struggles". With unemployment at highs it has not seen since the mid 1980s, with wealth being drained to the wealthiest heirs of the 1% while the people creating wealth get nothing, this hubris and contempt will backfire on these parasites in time.

You only have so many productive days in your life. Wasting them being exploited is throwing away money you can never get back. You think actors don't enjoy doing movies? Of course they do, but they expect to be compensated for it. You think sport players hate their sport and only play for the money? Of course not, they just recognize that without them the managers wouldn't be making any money so they demand their part.

Never feel bad about demanding what you are owed.

Who wouldn't take a pay cut make 40 hours of their week more enjoyable?