Hey Don! Thanks so much for your question. I'm going to write my thoughts on this below, but one of my biggest recommendations is to discuss this, and your feelings about it, with your attorneys. They will be able to help you navigate the legalities of this - but I digress...
Typically with employees
and contractors, you'll issue them options with an exercise price that matches the current FMV. The rule is that you cannot issue options with a price lower than the FMV, but there is not necessarily a law (that I know of) that says you cannot increase the exercise price to be a higher price. The downside of increasing the exercise price above FMV is that your contractors might be upset if/when they find out their exercise price is higher than it could have been.
An alternative approach is creating a type of milestone/performance-based vesting schedule for your contractors and issuing option grants with that vesting schedule. The exercise price could be the same as the current FMV, but you could make the vesting milestones be really worth it to you and your company since you're giving them equity at such a low price (eg. they must hit a certain number of hours of work in order to vest each tranche, etc.).
Let me know if you have additional questions!
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Chris Hoffmann
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Original Message:
Sent: 08-09-2022 12:12
From: Don Vaughn
Subject: I'm an Equity Admin: Ask Me Anything
Hi-
I have a question about compensating contractors with equity. I am interested in this because I want them aligned with our general success, not necessarily b/c we don't have the cash. As for fundraising, we secured a convertible note at a $20 million cap. Yet, because of our research expenditures (we're hardware), our 409a valued us around $200k. I did this intentionally so we can give our employees stock options with a low strike price. But now that I'm talking about trading cash for equity with our vendors, I don't know the proper stock price, and that FMV seems way too generous. I was advised against trading contractor services for preferred shares, because we don't technically have the pref trench set up yet, and it's a bit weird for them to have pref. However, taking the per share price at 20M valuation from the note attached to common stock seems too high b/c that's gonna be pref shares. I had heard perhaps 5-6x less than pref?
So for common stock, how do I determine a fair price for contractors?
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Don Vaughn
Original Message:
Sent: 08-09-2022 11:32
From: Chris Hoffmann
Subject: I'm an Equity Admin: Ask Me Anything
Hello, fellow founders! My name is Chris and I am the founder of Equity Admin Co. We are a firm that specializes in Equity Administration for companies who use Carta. We provide standard equity administration and cap table updates - issuances, transfers, modifications, etc. - financial reporting (ASC 718) help, and anything else equity related that is done on or off Carta's platform.
It was in 2018, when I started working at Carta, that I discovered I could have a career in equity. I had previously been in college for 7 years and could never find a degree or topic that I was passionate about. When I started at Carta and discovered this new world, I walked away from school without hesitation - I had found my passion!
In 2019, a new role at Carta opened up as a Stock Plan Administrator. We offered an additional service to take the actual management of the cap table out of the hands of the company executives and their attorneys, and it was a huge hit among founders. A few months later I left on paternity leave with my first son, and while I was out, my boss decided to leave Carta…I came back a month later and they told me they were no longer going to offer our service, but that I could keep working with my current clients until their contracts were up. For the next year, I continued my work and also worked a different position at Carta, but I missed actually managing cap tables full-time. In August 2020 I talked to Carta about starting my own firm that specialized in their platform, and they were more than supportive.
I was able to take my business full-time in March 2021 and I now have a team of 3 additional consultants (all ex-Carta) who help manage company cap tables and equity data. We have about 15 current clients that range from newly-incorporated startups to massive decacorns. The total valuation of our clients is above $90 billion, and we're blessed to work with some of the most amazing founders and companies on the planet.
I want to share some cap table and equity tips for founders:
- Make sure your cap table is up-to-date from the incorporation of your company. The sooner you ensure accuracy (and maintain it), the less money you'll spend later trying to go back through years of documents to make sure it's right - and the less headache you'll have during an audit or due diligence in the future.
- Assign one person to manage your cap table (whether that's internal or external), and make sure they have bandwidth to handle it and make sure it's up-to-date. Your equity is simple to manage when you first begin, but if you scale quickly, it can be difficult to keep up with it when you don't have someone dedicated to it.
- When offering equity to your employees, be open and transparent with them regarding what type of equity they are receiving, how much they are receiving, and what it's currently worth (FMV & preferred price, if applicable). The more answers you can offer up front, the less you'll have to worry about your employees being distrusting or disheartened later, because they feel like you were dishonest early on.
Now is the time - Ask me anything!
- Chris
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Chris Hoffmann
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