[icedchai]

All those investors are getting preferred stock, liquidation preferences, etc. Not all equity is treated the same and common stock is generally last in line.

For a 6 person startup where someone has made significant contributions, will continue to make them, and has taken a pay cut (in an economy with full employment), 5% does not seem unreasonable to me. If he's taken a pay cut, they probably don't even have funding yet, which means he should ask for more since it's going to be diluted massively later anyway.

Obviously if you don't ask for it, you won't get it. If you don't think you're worth 5%, why would they?