Comment by lovich | Hacker News Reader

Comment by lovich | Hacker News Reader

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Are we not already there? Any equity grant I’ve been given has always seemed like a lottery ticket to a lottery ticket to a lottery ticket.

The company not only has to do well, it has to decide to actually IPO, and then there are lockout dates, and it’s always given as options instead of straight grants, and the vesting, and all the other constraints that I’ve forgotten. I’ve just valued them as zero when considering offers and only consider the salary portion which has the insidious(for employers) effect of making me unaligned with the companies best interests beyond the end of the week.

Talking to my coworkers at every place I’ve worked it seems like a common feeling.

Granted I’ve never worked at a unicorn company or faang so it might just be a function of working for less competent employers who are cargo culting compensation and don’t understand how it’s supposed to bind the employees to the company having a good future

It seems like a lot of companies are so afraid of their employees gaining any sort of value out of the company that they’d rather risk failure than risk the situation being a win/win. The employers aren’t completely brain dead and they seem fine enough at negotiating and evaluating risk when it’s company to company negotiations. I can only assume it’s some cultural component of the wealthy class that leads to the continual self sabotage

For private unicorns I think the answer is no, I've seen plenty of good people join companies that are perceived to be likely to IPO soon. There's plenty of shady stuff that can still happen in late-stage startups, but I think the perception (which is probably somewhat but not completely accurate) is that at that point the equity is enough of a known quantity to be somewhat de-risked.

For earlier stage startups...yeah, I dunno. To be clear, I think the illiquidity and vesting period and all of that are basically fine, well-understood risks, and in principle startups can offer enough equity to compensate "true believers" for those risks. What gets me is the really shady unforeseeable stuff, like converting part of the acquisition price to retention bonuses avoid paying out ex-employees for their vested equity. Between that unquantifiable risk and the inherent risk and illiquidity of early startup equity, I'd personally discount the 409a valuation by something like a factor of 5 when evaluating a job offer from an early-stage startup.

I don't see a ton of people leaving FAANG or similar companies for early-stage startups, but obviously there are lots of engineers outside of FAANG companies, and I'm sure it helps that valuations are rich enough (or were until recently) to compete with non-tech companies on cash comp.

To me it seems “fine” in terms of everyone is doing it, but it doesn’t fit what I understood the goal of even granting equity in the first place. Namely trying to mitigate the principal agent problem. Every layer of risk or new rules added on makes it more and more likely that the equity is worth nothing but it costs companies a lot to set up these systems.

It would be a lot simpler and cheaper to just grant stocks and then the calculation for employees is easy, you get paid big bucks of the company succeeds. The employers that are not doing that signals to me that they value keeping compensation down over actually having the company succeed

You can’t “just grant stocks” though without subjecting employees to massive tax liabilities on non-liquid shares. That’s the primary reason options and RSUs exist. Unless I didn’t understand what you were saying

I don’t think you’re wrong but that’s part of the trade off?

If you grant stocks that means the company makes you part of the investor class subject to investor class level regulation. That leads to having investor class level benefits if the company succeeds.

If you’re implying that the convoluted equity packages companies offer as standard to employees now is better for them, then why aren’t founders or investors taking similar deals? I think that’s really the heart of the issue. Founders and investors are taking one type of deal, but then telling their employees they need to take a deal so bad that they would be insulted if you offered it to them.

Founders generally do give themselves options instead of shares for tax purposes. The reason investors get shares directly is that they’re buying them, not earning them as income. There are plenty of ways to screw over unsophisticated minority shareholders in a funding round or acquisition even if they have the same class of ownership as the founders. The main disadvantage of options for employees is that they have to pay to exercise them, but the company can trivially make this a non-issue by setting the exercise period to 10 years.

> You can’t “just grant stocks” though without subjecting employees to massive tax liabilities on non-liquid shares

Just pay their taxes then?

If you give an employee 100 stocks, valued at 100$ each, with a tax rate of 25% - 7500$ net wealth, you should rather give the employee 75 stocks and 1875$ (==tax on 75 stocks at 25%) - 7500$ net wealth.

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