There are a number of other factors you have to consider before accepting a new job.
Recruiter GambitsSome recruiters try to sell their equity by claiming that in the past employees were allowed to sell some of their shares after funding rounds. I think that’s a great way to let employees get value from their shares. However, there isn’t any way to know if that will ever happen again, or if you will be allowed to participate. Issues like vesting schedules, the class of stock you have, your seniority, and your contract can prevent you from selling when others might be allowed to.
Another key to understanding your equity is getting a copy of the equity agreement. I’ve made the mistake of accepting a job offer before doing this, and when I eventually saw them, the terms of the agreement were quite surprising to me. Among other things, the stock units had an expiration date. If they expire before the company is sold or makes a public offering, the equity returns to the company and my value is zero.
With those terms, it hardly feels like “my” equity at all.
The kind of equity you’ll probably be offered is worth a lot less than the equity the founders and investors have, but recruiters will tell you that your shares are worth what the last investors paid. I find these claims outrageous. Not only is it unlikely that you would receive the same preferred class of shares that investors have, you also have far less control of the company.
Unless you’re an accredited investor with cash to spare, you can’t invest in a more diversified portfolio of private companies like most investors would. This puts you at a significant disadvantage to the investors, who may have invested because they are specifically looking to invest in risky growth companies that have a chance at 10x or 100x returns. And it seems like those venture funded companies fail about 75% of the time.
It’s also important to know what preferred stock can mean. In some cases, the investors have negotiated a guaranteed return, called a liquidity preference. These preferences mean that the investor gets to take some multiple of their investment out of the value of any sale of the company. If the investor invested $1 million with a 3x liquidity preference, then they get to remove $3 million from any deal in addition to their split of the remainder based on the shares they hold.
I imagine liquidity preferences are an intentionally confusing tool to help investors, and not employees profit from a successful startup. You can ask your recruiter or hiring manager about the financial structure of the company, but I wouldn’t count on their knowledge of the situation. It’s not like public company where investor disclosures are publicly available. I’m sure there are many other tricks investors use that I’m not aware of.
Some companies will have a more credible explanation for their shares value because they have filed for IPO or publicly announced a merger or acquisition. Even if the company has filed for IPO or some other liquidity event, keep in mind that it might change its plans. Just google for “cancels IPO!” There is also no way of knowing how the shares will be valued at the time you’re able to sell them. You’ll almost certainly not be allowed to sell your shares immediately when the IPO or transaction occurs.
To sum up, I almost always value the equity component of an offer at zero. Equity is a great incentive to align your interests with the company so that you’ll share in it’s success. Its contractual caveats, vesting schedule, and lack of liquidity or control make it a poor substitute for cash. Ultimately you buy food and pay rent with cash, not equity.
Bonus PlansBonus plans and profit-sharing plans are motivational devices that can be almost anything. Like equity, the value of a bonus plan involves lots of wishful thinking. It’s a lottery that’s held once or more a year.
When negotiating at one place, I was told that one employee purchased a new Porsche with last year’s bonus. I never got a large enough bonus to buy a used Volkswagen, much less a sports car, at that place. I later heard that he had been saving for that car for years and the bonus just made it happen faster. Never take the recruiter’s word on these things at face value.
The nice thing about bonus plans is that there is often documentation to go along with them. I got an offer letter at a different business that laid out the bonus plan rules. Much to my surprise, the bonus was capped to 15% of the base salary. Earlier, I was assured by the recruiter that the annual bonus would make up for the cost of living gap. Even a 15% year wouldn’t get me there.
Obviously you shouldn’t anticipate the best possible year for a bonus, even if the recruiter says otherwise. Take the sage advice from mutual fund prospectuses: “past performance does not necessarily predict future results.” Be sure to at least make note of what things look like with a 0% bonus. Ask the recruiters, managers, and any employees you talk to what the bonus percentages for the past few years were.
Most important of all: don’t forget the taxes that will be taken out of any bonus. I’m happy to have a bonus plan, but I ultimately value these at zero as well.
Sign On BonusThe sign on bonus is a one-time payment made to the employee, typically in their first paycheck. The sign on bonus might seem like a nice way the new employer can compensate you for the risk of a new job. It might, except that you usually have to repay the bonus if you leave the company before a certain time period. The bonuses I’ve seen require one year of service before you can quit or be fired without repaying the sum.
In summary, the sign on bonus is nice, but it usually won’t help you if you get fired early on. I consider the sign on bonus to be compensation, but because it is paid only once, I amortize it over the two or three years I typically spend at a company.
For example, if I’m offered a $30,000 sign on bonus, I’ll divide it by two years and treat an additional $15,000 as part of the annual compensation. If there are direct expenses related to this job, like relocation, I’ll subtract those from the amount (plus additional for taxes) before figuring out the contribution to my salary.
TitlesTitles may not seem important, but they can have an impact on your career. This is a topic that is on the intangible side, so I’ll save my thoughts for a future essay.
The final crucial factor to consider when considering a job offer is happiness, the topic of the next post. That post is coming soon...
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