Mdthbs

Hypothetical situation:

I received an attractive job offer from a startup, which includes a salary of x and equity that the startup values (let's say fairly) at y. y is a non-trivial sum; x+y is a high compensation, x is low. Ideal outcome for me is accepting the job with x+y salary - but some equity is okay, so long as y is not a significant chunk of x+y.

I don't want the equity because:

• I cannot confidently double check the valuation (private startup, no public data).


• There is a vestment schedule but I may or may not stay that long.


• The equity would increase my overall portfolio risk to unacceptable levels.


• I'm not that confident the company will actually do well over the long term. I don't think they are at unusually high risk of failure, I just don't have the time, inclination or data to do very detailed analysis of whether they will be a unicorn in ten years.

However, I am concerned that if I refuse the equity, they will construe that as not "believing in the company". Frankly, they would be right - I expect to be employed on a professional basis where I get compensated fairly for the work that I actually do. I'm not interested in doing extra work beyond that justified by my pay, out of the goodness of my heart, just to help the CEO succeed. Clearly I believe it is a company with decent prospects, which is why I'm even considering working there. But are their prospects so great that I want to own them? That discussion seems out of scope for a job offer.

What are my options? I can see:

• Ask for less equity and more cash, but very delicately. (how?)


• 
  Pretend y=0 and judge the offer as x compensation, ignoring y entirely. (but then it's unlikely I will be able to reach an agreement with any startup)


• Try to value the equity myself (how?) at r*y s.t. r<1, then judge the offer as x+r*y compensation, ask for x+y which they will treat as a highball offer even though to me it's a normal-ball offer.


• Demand the usual investor relations stuff to justify their valuation - earning reports, financial statements, quarterly meeting transcripts, independent analyst reports, meeting with executives and so on. I doubt this would be effective.

Startups offer equity because they acknowledge the risk to the employees of the company failing, so they present an 'upside' - if the company does well, everyone benefits.

It takes a certain type of person to be attracted by that offer. Other people, like yourself, do the math; the company is unlikely to be that unicorn.

What do you do? You reject their offer, and give them a number that you're comfortable living with if (in your case) 'y' turns out to be zero (it probably will). Be prepared for them to reject your counteroffer, simply because they cannot afford you at your standard rate.

The first part of the answer to your question is that the portfolio risk working for a startup is nil -- you've paid nothing, you have nothing to lose. If your concern is that the downside risk to your portfolio will cause it to underperform, the question is "How?" Again, you paid nothing, and the only risk is not being compensated what you believe you are worth.

Which brings up the second part of the answer to your question. If you believe you are worth $X / year in the open market, you have to adjust what they are offering with what you believe is the risk-adjusted value of the equity. In other words, if you honestly believe the equity is worthless, well, the "present value" of that equity is $0.00 and you ask for what you believe your fair market value happens to be.

I'm not going to bother with the third part, because in your case you don't appear to believe there is a value to the equity offer, either because you believe the company will fail, or you believe you would leave before you vest. But in the general case, if you believe there is a 20% chance of a $100K payout in 5 years, that's 0.20 * 100,000 / 5, or $4,000 per year. There's more to it than that, but again, you don't believe there is an upside or that you'd stay long enough to benefit.

Startups are not for everyone. In my experience there are two groups of people (there's a third -- "gamblers") that are a good fit. The first group is young and doesn't have hard-and-fast financial obligations. They can afford to take a bit of risk because if it doesn't work out, they've got time. The second group is older and doesn't have the pressing need for cash compensation because, perhaps, the kids are out of college or the mortgage is paid off. In my experience it's the people in the middle (who aren't gamblers) who question the merits of working for a startup.

The final thing, which is really important, is this -- bring your concerns up to the founders. As you can see from my little calculation, the "discount" on cash compensation really shouldn't be all that much. And if you are as talented as you seem to believe you are, you may well be able to positively impact the odds of the company being successful.

How to politely refuse a startup's equity?

This is how I'd do it:

No, I wouldn't be interested in that. But thanks anyway.

There is really no need to go any further.

How to politely refuse a startup's equity?

You don't. It's free potential money and you'd be stupid to refuse it. You just have to make sure that the this offer still makes sense, even if the equity amounts to nothing (most likely outcome).

Ask for less equity and more cash, but very delicately. (how?)

You just ask. It's easiest if you talk about your cash flow requirements and how the current cash compensation doesn't work for you. Don't offer to lower equity in return, until they bring it up.

Pretend y=0 and judge the offer as x compensation, ignoring y
entirely. (but then it's unlikely I will be able to reach an agreement
with any startup)

That's just lazy. If you really think the equity is worthless, you shouldn't work for this startup at all.

Try to value the equity myself (how?) at ry s.t. r<1, then judge the
offer as x+ry compensation, ask for x+y which they will treat as a
highball offer even though to me it's a normal-ball offer.

That's the right thing to do. It's honestly not that hard: post a question on workplace stack exchange or money stack exchange. I think spending 10 hours or so on this can give a reasonably good idea on what it is. If that's too much of a bother: for an early stage startup de-rate to 10% , for something with decent funding and an existing revenue stream de-rate to 20%.

Demand the usual investor relations stuff to justify their valuation -
earning reports, financial statements, quarterly meeting transcripts,
independent analyst reports, meeting with executives and so on. I
doubt this would be effective.

Of course you want to look at this stuff, at least at the high level and most start-ups will be more than happy to do this since they do this song and dance at all day long anyway.