[webwright]

"salary offered (deferred until funding)..."

I'm assuming you don't mean that you get paid back for salary you didn't get paid before funding. FWIW, investors are REALLY not keen to give $ to a startup and have a big slice of it go to to back-earnings.

Onto the question/situation, though. How long did they work on it before you? Do you all work the same amount?

Depending on the answer to those questions, I think you're entitled to a close to even share, assuming you all vest.

A way to get around the inevitable response is to vest. If you want to own 25% of the company, suggest that it vest over 3 years (you should ALL be vesting anyways). A good way to pitch it is this: "You guys have been working on this for 12 months. I've been working on it for 7. By the time I vest, the difference will be 41 months versus 36 months of time in. What do you think a reasonable percentage of my contribution will be at that point?" If time is the only facture, that's a fair point. If they poured cash in, have amazing connections, or had higher paying careers they set aside, they might be entitled to more.

Regarding board seats, those get re-assigned if you get funding oftentimes. Board meetings aren't particularly fun-- I'd avoid it unless you think your board will do something screwy. Only thing I'd offer is that you want founders to have control of the board-- if not, the board can fire the founders. If you are the odd-man-out, the board can fire you whether you are on it or not. So being on it offers little protection unless you have unanimity clauses written in. You can always ask to have regular optional attendance for the board meetings.

[tptacek]

Close to equal? Surprising answer from a successful founder. If he signed on, say, 6 months after the other two founders, that's valuing their previous contributions at 0.

[webwright]

I didn't throw out a # other than a 25% wag, but there are several outstanding questions. If they had a 4 month head start (11 months in versus the poster's 7 months) that'd give them 37.5% each to his 25%. But, as I said, there are lots of other factors to consider in the buckets of "contribution" and "risk". For all I know, the third founder might have a TON more to contribute and deserve MORE than a third!

In general, though-- I think people attach a lot of emotional weight to "I had the idea" and "I've been working at this a few months before you came on board" (UNLESS that few months reduced the risk-- i.e. customer acquisition/validation reduces a lot of risk while futzing with code for a few months really doesn't). In 5+ years, the idea is going to change and that original few months of contribution is going to be pretty meaningless in the grand scheme of things.

Regardless, the contribution in the FUTURE is likely what's going to matter most... Which is why vesting is important.