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I have been consulting with a small biotech firm that has a couple of VERY good engineer founders and no employees. They do know their field very well. They have been around for a year basically bootstraping and taking no salary. They have completed an initial F&F funding round which raised a couple hundred $k, but haven't gone through a series A to get any real money yet. There is a big element of manufacturing to the company, so I expect that they will require at least a series A to get enough money for the tooling required. They have decided that they want to hire me as their first employee, but they haven't put together an offer yet. I am completely new to the world of startups, but I have been reading as much as possible. Most of what I've found talks about equity for employees after the series A round. Their valuation was put at a couple million and they do not expect to turn a profit for 5 years.

About me: I am a good software engineer with plenty of aptitude and a broad skill set. I expect to have a position of the lead software engineer or a senior level. Right now I feel funny saying "lead" when there are no other software engineers, and I might be working by myself as the sole software guy for a while.

When we started talking requirements for the position, they said they could make a salary that is $15-25k below my fair market value and I tipped my hand a bit when I said I didn't have any experience with equity. I was told 1% or a fraction of a percent was typical for my case. My spidey sense is tingling over this 1% number since they don't have any real funding yet. I'm confident that their idea is great but they are engineers and not CEOs, and I'm seeing "ideas are great but execution is what matters." I'm afraid my enthusiasm is clouding my judgement over how much risk I am taking on (that said, I'm not too afraid of risk right now). I'm also afraid of dilution since series A hasn't occurred yet.

So my questions are: Right now that equity has lottery scale probabilities of paying out, so while I shouldn't expect a founder's share, I should expect more than 1%? What kind of professional could I seek out to give an opinion on the offer that they provide (a type of lawyer, a CPA?) Am I crazy for considering the position this "early" in their funding stage?

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2 Answers

up vote 1 down vote accepted

Arguments for higher percentage:

  • You are the first employee and pre-series A
  • Your stock will be diluted

Arguments for lower percentage:

  • Not clear that you will be part of senior management down the road (e.g., not CTO or VP)
  • Sounds like you will still be making a pretty good salary so not a huge risk

Opinions will vary greatly, but I would shoot for a percentage that will end up at 1% after series A dilution.

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Between 1% and 2% is probably the normal range for a pre-series A employee, given that the company already has a $2M valuation.

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