Why You Should Negotiate Your Stock Option Grant

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Stock option grants are often the most lucrative of the incentives offered when working at a startup. You should negotiate your options package!

Stock option grants come hand in hand with working for private, venture backed companies and are often the most lucrative of the incentives offered  - yes even more than catered lunch and cold brew. However, one of the biggest questions faced by prospective new hires is if the equity package on the table is a fair one. Unfortunately, unlike salary information that is democratized through popular websites such as Glassdoor and LinkedIn, there is no public repository of equity grant information to help put the issue in perspective. The next best thing would be to mine stock option databases maintained by longstanding players in the space.

Like any, the question of “Is my stock option grant fair?” is best framed by examining historical data which we are in the unique position to have collected, analysed and presented in this simple tool.

By comparing the variables most correlated to determining the value of equity such as your job function, your experience and the size of the company, you can more accurately compare yourself with peers in the industry.

Why should I negotiate my grant and what factors are important to consider?

Senior and key new hires of the company carry much more leverage in not only determining the number of shares but also the provisions that govern the vesting, exercise, and taxation of your options. Key team members are typically determined by their industry experience and seniority, both factors which are taken into account when you run your potential grant through the calculator.

One can also counter-intuitively explore negotiating a smaller equity package in exchange for a higher salary if they are more risk averse or are unsure of the company’s business model, product market fit, or long term growth plans. Historically, stock options have been an inherently risky endeavor requiring forking up of cash upfront for a hypothetical payout sometime down the line, however working with ESO Fund takes all risk out of the picture and makes negotiating a bigger option grant a less intimidating and more lucrative undertaking.

Option grants also solve an agency problem for companies in aligning incentives for investors, shareholders, and employees. There is nothing more motivating than financial skin the game and companies will be naturally be receptive to potential employees wanting to buy in to their future.

Things to keep in mind while negotiating your grant

The stage of the company is important in negotiating a grant as a later stage company has proven product market fit, has a steady stream of revenues, and is inherently less risky so will often offer fewer options as an incentive than an early stage start up that needs to attract high quality talent. Try it out by running your option grant through the tool and by only changing the number of employees which acts as a proxy for the stage of the company.

Another aspect to consider is not only the raw number of shares granted but what percentage they represent on a fully diluted basis. The fully diluted basis determines the payout to each shareholder in the lucrative event of an IPO where all preferred stock is converted to common stock. The first few hires will require equity in terms of points (e.g. 1%, 2%, or 5% of the company) while later hires will simply be given multiples of their salary (e.g. .5x, .1x, .05x).

Lastly, one of the most important aspects of an option grant is the vesting schedule, or when the options become eligible for exercise. Most Stock Option Agreements have 4-year vesting based on a one-year cliff followed by monthly vesting for 3 years. Any form of vesting is intended to be an incentive for employees to stay at the company. More onerous forms of vesting include 5 or 7-year schedules and/or the use of quarterly vesting intervals. However, individuals in a strong negotiation position can lobby schedules that are more standard or even better. For example, eliminating the cliff can often be achieved based on past service time already rendered. You can also negotiate for the right to early exercise or defer the taxes.

This innovative service promotes and enables a healthier relationship between companies and employees. I my opinion it's valuable to employees and great for the overall tech environment and economy. It is good for nobody when employees feel trapped because they can't afford to leave. In less extreme cases exercising can be expensive and somewhat risky and this is simply a good smart hedge and a good square deal. Brilliant!

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