| I don't agree with this at all. Vesting schedules are an extremely important component of how equity in a company is awarded, and the one year cliff is an essential part of the formula. Options are priced, when they are awarded, to have no present value. The exercise price of the option (the cost to buy a share) is equal to the current market value of the share. Furthermore, you can only hold the options for as long as you are an employee of the company. If you leave, you typically have 30 - 90 days to exercise (buy) whatever options you have vested, if you so choose. Options are worthless when their exercise price is <= the market price. So, in the first place, it wouldn't make sense to vest options immediately (or "exponentially") in order to accommodate employee drop-outs. The ex-employee would have to exercise the option before the shares could have had time to appreciate significantly relative to their beta. The value of incentive stock options is simply the value of being able to profit from increased market cap without having to actually risk or tie up any of your own money. On the CBOE (options market), you can buy options with a strike price equal to the market price, but with a set expiration date. The option has no inherent value, but the farther out that expiration date, the more "time value" the option has. I think LEAPs max out at expiring 3 years out. Incentive stock options however will typically have a 10 year expiration date. Just look at the time value of 3 year LEAPs and you will start to see how much time value a 10-year option actually has. More importantly, the primary purpose of giving your employees options is to increase employee retention and align employees' and investors' goals. The secondary purpose is to reward employees when their contributions add long-term value to the company well beyond the scope of their salary. That type of exceptional contribution is never about 'cranking out code' for a few months to add some new feature. It happens when key employees bring with them a sort of magic which helps their team or even the entire company perform at a higher level. These are the people you want holding a meaningful equity share of your company. If you ever run a company, it will fundamentally change how you look at these things. For example, you start to see all the taxes being confiscated from the money you are paying your employees (payroll, income, state, etc.) are taxes that the company is paying in order to reward their employees. There is no "company share" / "employee share". All that matters is how much money actually makes it to your employee's bank account. The more efficient the company can make the transfer of wealth, the less money comes out of company coffers. Options, at least for now, are a more efficient way to pay your best employees so that they are equitably rewarded for the contributions they are making. After a certain point it's just too inefficient to try to compensate your key employees with a pay check ("the taxes are too damn high"). When options are part of an offer letter, those options should always have at least a 1 year cliff. It's pointless handing vested options to a new hire if they're going to be leaving and exercising them just a few months after they've been priced. In that case the options likely haven't appreciated, the employee has likely not made an unpredictable and lasting contribution, the employee is demonstrating they don't believe in the company, and furthermore the first year you work at a company is the likely the easiest year to establish a value for the services you'll be providing, and that should be paid out as salary. |
>The value of incentive stock options is simply the value of >being able to profit from increased market cap without having >to actually risk or tie up any of your own money.
That may be true of the value of the option from a purely market point of view. That said, unless you are part of the rare group who is part of a facebook, twitter, or related that can actually trade on the private markets before an exit event.
The reality is, most engineers working for a startup are gambling their time and efforts for a single investment. More often than not, those investments of effort and time do not always result in much of a return.
From experience - a number of startups will push for rates that are "below market" for the promise of returns. That said, in the same time, day to day engineers (not the founders) who have experienced an exit has been on the order of basically $20-30k/year (over the term of one's employment). Often finding an arrangement with a more established company will result in a better return during the same time.
If you are in the market to join a startup for the exit, weigh your options closely. If you are in it to learn, work with a close bunch, and want to build something interesting, by all means pursue it.
Joining a startup is an investment of time and effort, you should not enter as a non-founder with the expectation of a monetary return. Most fail.