Pay and the offer

Equity at executive level: what to ask before you sign

Equity is where senior packages differ most and are examined least. Two grants with the same headline figure can be worth entirely different amounts depending on answers nobody volunteers.

Start with what kind of company this is

In a listed company, equity has a price you can look up and a market you can sell into. In a private company it has neither. That single difference changes every other question, and it is why advice written for one is close to useless for the other.

The questions that decide the value

What proportion, not what number

A figure means nothing without the denominator. Ask what share of the company the grant represents, and whether that is before or after money still to be raised.

What happens if the company is sold

Does unvested equity accelerate? Partly? Only if you are also let go? This is the clause that decides whether a sale is a payday or an ending.

What happens if you leave

How long do you have to exercise? What are the tax consequences of doing so? A short window on an illiquid holding is a theoretical asset.

Who is ahead of you

In a private company, money invested is often paid back before ordinary holders see anything. Ask what has to happen before your shares are worth their face value.

A grant you cannot value is not a grant. It is a hope with a number printed on it.

Vesting is a retention device, and that is fine

Equity that vests over years exists to make leaving expensive. That is its purpose and there is nothing dishonest about it — but it means the number you are shown is a plan for your next four years, not a payment for joining. Judge it as a reason to stay, and ask whether the reasons to stay are real.

What to do if the answers are vague

  • Ask in writing, politely, once. Reasonable companies answer; the ones that cannot are telling you something.
  • Get the plan documents, not the summary slide. The terms that matter are in the document.
  • Take advice from someone who does this for a living before you sign, not after. This is the one part of a package where a professional opinion reliably pays for itself.
  • Value the offer without the equity, and decide whether you would still take it. If the answer is no, you are being paid in something you cannot price.

The honest limit

Nobody can tell you what private equity will be worth, including the people issuing it. The aim is not certainty. It is to know what you are holding, what has to happen for it to pay, and what you give up if you leave before it does.

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