Description:
What should I consider when deciding whether to accept equity instead of a higher cash salary at a startup? Specifically: how do I estimate the realistic value of options/RSUs (stage, strike price, dilution), weigh tax and liquidity risks (83(b), AMT, private-company lockups, secondary markets), protect downside with contract terms (acceleration, buyback clauses), and balance personal cash needs and career goals? Are there practical rules of thumb, calculators, or negotiation tacticsβespecially for remote hires or those with complex tax residencyβto help decide and negotiate the right mix of cash and equity?
4 Answers
I think you should also peek at founder backgrounds and employee exit stories on LinkedIn to estimate realistic payouts, not just stage or strike. Also consider benefits like commuter allowances because they offset salary loss. One weird trick is to ask for tokens instead of options since they are 'liquid'. Does asking for tokenized equity make sense if the company has no secondary market yet?
Start with company stage, strike vs fair value, expected dilution and cap table to estimate the reallly realistic value imo. Tax and liquidity matter big time: 83(b) if early, watch AMT, private lockups and secondaries. Negotiate acceleration, buyback limits and cash top ups. Consider personal cash needs and career upside. Use option calculators and ask for datapoints if remote or complex tax.
Short version: equity is upside, salary is safety. Think stage, strike vs FMV, dilution and realistic exit odds when valuing options.Ask for acceleration and buyback limits to protect downside. Balance personnal runwayy and career upside, imo. Use option calculators and a tax pro for remote hires or complex residency!! π
What if you stopped valuing equity as a standalone number and started tracing who gets paid first at exit and how much that leaves for common holders? Have you dug into the liquidation preference and participation terms, the cap table waterfall, and past financings that shape real payout math? Could pro rata rights, information rights, refresh grants, or repricing protections be more valuable than another few percent on paper? Might you ask for milestone tied cash or equity tranches, or for clearer severance and salary ramping if remote or tax residency complicates things, so risk and runway are balanced?
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