> Not only does it not allow employees to sell their shares to secondary buyers, it also won’t allow them to use services like those offered by 137 Ventures, which makes loans to founders and early employees using their stock as collateral. (Snapchat, Dropbox, and Airbnb have similar policies.)
Does keeping early employees "handcuffed" essentially as indentured servants until IPO align with YC's ethics policy?
Sam Altman has commented on this before. Among other things, he advocates for much longer (10 years) exercise periods for equity grants.[0]
He also discusses the need for a change in tax treatment by the IRS. One of the fundamental issues is how options are taxed. Should you exercise an option, you will need to pay taxes on the spread (delta of strike price and current FMV, i.e. latest 409A valuation).
In many cases, the spread is so small or nonexistent, that the tax bill is irrelevant. But, in a few cases it's so large that most people can't possibly raise the capital to cover the tax bill.
I think the fundamental issue is the definition of FMV. When there's no public market, and employees are covenanting away any rights to sell their equity on secondary markets, is there really a fair market? I would say no.
"Should you exercise an option, you will need to pay taxes on the spread (delta of strike price and current FMV, i.e. latest 409A valuation)."
This isn't really true with ISOs (hence the point of them).
You may get an AMT gain which is ugly, but you don't owe regular taxes on the spread unlike Non-Quals where you would.
Yes, you're absolutely correct. That's a bad job on my part.
ISOs have a chance of pushing you into AMT land. If you exercise ISOs, and the FMV is different than the exercise price, then you should consult with a CPA to find out if you have a tax liability.
When I was in this situation I had a CPA project my taxes for the current year. It turned out that my taxes under the traditional system were more than under AMT, so I didn't have to worry. But this easily could not be the case if the spread is sufficiently large.
I early exercised at Twilio when the spread was pretty small.
The key is that you pay taxes on that spread. If you're early enough - I was roughly #25 - and do it early in your tenure, then you only have to come up with the cash to buy the shares and a minor tax bill. If I had waited until I left to execute, the spread would have been 12-15x. I know a few people who stayed 4 years to fully vest and then executed. I don't know detailed numbers but it sounded painful.
If/when Twilio eventually IPOs, then the ROI will be far better than any index fund.
(I don't know anything about the "if/when" as I haven't been inside in over 2 years.)
Okay; I don't know anything about Twilio in particular, but in the usual non-founder startup employee scenario, where you are busting your balls working crazy hours for less than you could get at a real company, you are already assuming a risk in the form of opportunity cost and job insecurity in exchange for equity; you would triple down on this risk by dumping your savings (or borrowings) into illiquid company stock at zero or nearly-zero discount?
How do you know there will ever be a spread? If your startup fails, your shares are worthless. Or better yet, your shares are diluted out of most of their value by several subsequent rounds of private equity, which generally you have no control over whatsoever, but which will certainly go to enrich the founders. Resulting in even more direct transfer of wealth of your investment, to the founders and venture capitalists.
I'm having trouble understanding why any startup employee would do this, as opposed to exercising stock options when they actually have value and ideally some liquidity. Yeah you have to pay taxes, but that's because you came out ahead.
I don't see anything other than a massive gamble. You've already staked enough of your future on one speculative start-up as an employee; why would you then put a big chunk of your own money at risk? An index fund has reliable long-term returns.
In my particular case, I had worked in the telecomm industry before and had a good understanding of the alternatives and felt that I understood where things were going and my prediction - still yet to be proven - was that they would win.
But you are right, it is yet another risk. At Twilio, the pay was awful but I felt the longer term risk/reward was worth it.
If I was with $startup and the strike price was $texas-sized, I wouldn't do it while the shares were still illiquid because executing would be so much.
I early exercised my CloudFlare stock as soon as I got it. As a result, I had 0 taxable gain at that point, and if the company eventually exits, my gains will be long term capital gains, AND they will be gains in whatever state I'm resident in at the time (exceedingly unlikely to be California -- Washington, for instance, has 0% income tax, no tax on capital gains, and no AMT, plus (outside Seattle) I can afford to buy a house.)
At some companies it is in the standard offer letter. Unless you are coming in very senior or very early (or both, really) you are unlikely to get a modified option grant, other than just number of shares negotiations.
IMO the gold standard here is to issue actual founder shares as long as possible (up to and possibly past series a) and then to do options with early exercise and extended validity, and of course complete transparency on all the numbers.
It may be that a company has done very well but hasn't raised more money to bump up the present market value of the stock. In this case you would want to exercise early so that the clock starts for capital gains in the event of liquidity.
"indentured servants"? That's ridiculous - startup tech workers are paid well compared to the average person, and they face no financial penalties for leaving their jobs if they do not exercise their stock options.
They do face the gnawing possibility that they could be rich, if only they could sell immediately, or keep the options for later, or or or ... if only!
But they can always just find another reasonably interesting job and get on with a pretty good life. I'm as interested in big success as the next guy, but let's be reasonable - these handcuffs are a lot more like "golden handcuffs" than actual handcuffs (or indentured servitude).
You disagree in terms of diction. It was an analogy, after all. History doesn't repeat itself. It rhymes.
Do you actually support the practice from an ethical standpoint? Employees are recruited to start-ups with equity. That's a core part of their compensation for their work (for which they likely could have received more salary from Google, Amazon, Facebook, etc). Then after they've already done the work, that compensation can be taken from them if they leave the company.
Options are inherently risky and should be accepted as compensation with the knowledge that there is a non-zero chance that they might turn out to be worth nothing. What's described in the article is an interesting way for those options to be effectively worthless, but it's not materially different (for an option-holding employee without unlimited means) from Uber going bankrupt or having all unvested options cancelled as part of an acquisition.
If an employee wants guaranteed compensation, they can negotiate for a cash-only package. If they want stock-based compensation that is not vulnerable to this particular loophole, they can go work for a publicly traded company that hands out RSUs.
The twist here is that the options end up worthless despite the hard work of the employee that leads the company to be successful. The options are supposed to incentivise this. Something about the incentive structure is wonky---in the case of Uber going bankrupt then the options "should" be worthless. But if Uber succeeds, then the incentive should pay out.
But options can end up (near) worthless anyway, for a number of other reasons. The company could go bankrupt. It could a new set of preferred shares that take priority over the current shares. It could get bought for a pittance. Granted, few of these probably apply to Uber, but they are all things that happen to companies in the broader space of start-ups.
The reason we're focusing on the 90-day clock for exercising options (and the attendant bill) is that it's something that happens to a single employee when he or she leaves the company, as opposed to something that affects all the employees all at once. But I'm not sure that changes the aggregate analysis. It feels different, but I'm not sure that it is different. When you an employee joins a start-up, he or she is taking a risk that part of their compensation could end up worthless. The corresponding reward for that risk is the chance for that compensation to be worth beyond their wildest imaginings. If that risk/reward ratio is not to their liking... well, Google is hiring, aren't they?
I agree. I think that extending the exercise period to something like seven years (as suggested elsewhere) would essentially fix this problem at the individual employee level. The employee shouldn't face risk that their option will end up worthless just because he or she makes the fairly reasonable decision to seek employment elsewhere.
As long as the employee's enter into the agreement with full transparency that this is how the compensation works then it's completely fair. This isn't the result of some kind of secret court deciding that it's how a company should pay employees. Adults are consenting to this arrangement.
There is only so much "fair" to be had in business. It's not like there aren't 1,000 other "mini ubers" that want to own the market Travis and Co built.
I don't think anyone believes that the issue with indentured servitude is that it was enforced by contract. As a society, we have decided that there are certain things you can't sign away (e.g., your freedom) and there are certain things you can (e.g., your right to exchange an illiquid asset for cash).
The GP's point is that calling this arrangement "indentured servitude" is more than a little dramatic.
I read it as hyperbole for the sake of making a point. I don't think the OP meant it literally.
But, debating that term seems to be getting away from the main point--that an employee could have an option on a sizable asset with no way to assert ownership of the asset, despite having fulfilled the vesting requirements set forth in the stock option agreement.
I'm not sure it is getting away from the main point. The OP's original assertion was that Uber is acting unethically, and calling the arrangement "indentured servitude" was meant to highlight how Uber's actions are morally wrong. I disagree.
The employees who are saddled with options they can't exercise are adults who agreed to the terms of their employment. They are free to quit Uber and work somewhere else if they want. There are a number of other ways options can become worthless while you're waiting for them to vest. The employees gambled on options and are finding out that there is yet another way to lose that bet.
And I do think it's unethical to exploit this particular corner-case. So we disagree.
I can't refute your second paragraph. You're totally correct on every assertion. I just happen to think it stinks, and I happen to think Uber is taking advantage of the situation. There are other companies who recognized this issue and chose to remediate it (to their employee's benefit), rather than exploit it.
So yeah, it's another way to lose the options lottery. I'm glad I know about it now. I'll add it to my list of things to look out for.
Finding one similar fact (which sounds strange so I would question without evidence anyway...) doesn't make a point correct. Horses and dogs both have 4 legs. It doesn't make them the same animal.
> As long as the employee's enter into the agreement with full transparency that this is how the compensation works then it's completely fair.
Fair carries with it a connotation of plain dealing, that is true; but one can consent to things which are not fair in the sense of "without unjust advantage".
As long as the employee's enter into the agreement with full transparency that this is how the compensation works then it's completely fair.
I expect that the vast majority of tech employees with agreements about stock options do not have full transparency about how they work. Thought experiment: ask random (US) employees with stock options "What is an 83(b) election" and "Should you make it, and why/why not," and see how many people have coherent answers.
This behavior is absolutely ethical. They have done some work, not all the work as you have implied. Part of the basis of paying employees with options is so that they stick around - early employees know this when excepting this form of payment. This is the small price they are paying for getting rich later.
The whole point of this article is that the employees have stuck around for the agreed vesting terms, the company has been successful, and the "later" has arrived now - but they are still prevented from exercising the promised gains and will be, potentially forever (e.g. if the major owners decide to keep the company private indefinitely under current terms).
That was not the initially accepted bargain. The bargain was that they take the risk of options becoming worthless or them not staying through the vesting period. Those risks didn't happen, this is the point where they would have earned the right to cash out, but now it turns out that the option isn't actually there.
that's not the unethical part. The unethical part is that exercising the options is a nontrivially confusing, in part, because of the legal and tax ramifications... And the startups don't complain too much because if the employee doesn't take part in the equity sharing scheme (often because of decision paralysis resulting) it is to their benefit.
The unethical part is that the startup uses the equity to lure the employee, but fails to adequately warn them about the trickiness coming down the pike when that time comes.
It's not a small price and it's not made clear in the beginning when they promise shares for service. The absurdity of allowing management to make slaves of men is no small thing.
No, there really is a pretty massive material difference between a startup employee and an indentured servant. It takes extreme naiveté or extreme privilege to confuse these two concepts.
Actual indentured servants were / are treated far far worse than the average startup employee. Besides that, no one forces employees to accept equity in lieu of decent salary. Comparing startup employees to indentured servants is a horrifyingly privileged way to frame the topic.
Certainly, golden handcuffs are a much less pressing concern than actual handcuffs that the less fortunate have to deal with. But this seems to highlight that no matter how much you're earning in Silicon Valley, you're still on the lesser side of the asymmetry against the founders, VCs, and management that run this town.
I appreciate this topic and am definitely in the proletariat camp.
I've made other people rich multiple times, with my ideas and effort, and gotten dick in return. I definitely would have been better off with a corporate job.
To my shame, I honestly don't understand the accounting behind all this. You'd think I'd learn. But each time I've been screwed a new way. Not knowing how to defend myself, I've mostly opted out. Which also doesn't seem like a good strategy.
Uber pays entry-level software engineers ~$110k [0], experienced engineers closer to $130k.
According to Glassdoor this is in the same ballpark as Facebook, Google, Twitter, etc [1].
You are not really making the startup "worse salary but potential equity" trade by working there, when the straight-out-of-college salaries are similar to the averages across all of Google.
130k for experienced engineers is very low by SF standards. That's average for senior positions in Dallas. 150k is the bare minimum for a senior dev unless you're getting a boatload of founders shares in a very early startup.
Google, Apple, and Facebook pay more. A lot more just in salary, more like 180-200k before options/RSUs.
Does keeping early employees "handcuffed" essentially as indentured servants until IPO align with YC's ethics policy?