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I'm an Equity Admin: Ask Me Anything

  • 1.  I'm an Equity Admin: Ask Me Anything

    Posted 08-09-2022 11:32

    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:

    1. 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.
    2. 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.
    3. 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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  • 2.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 08-09-2022 11:37
    Hi Chris,

    Always a pleasure working with you and the Equity Admin Co!

    Saw your post and wondering what specifically you do to help around financial reporting (ASC 718)? What would be the right time to loop you in when there is a need for financial reporting? 

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    Judd Fellows
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  • 3.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 08-09-2022 12:04
    Thank you, Judd! Same to you.

    We recommend beginning to look into Financial Reporting/ASC 718 as soon as a company creates an equity plan and begins issuing options to holders. Though the calculations can be simple when first issuing options, it's always best to get it right from the start.

    We have a specific team member, Rodrigo, who is an Accounting/Financial Reporting expert (also ex-Carta). For the most part, he supports and assists companies with Carta's Financial Reporting tools, and helps them especially with their month, quarter, year-end expensing. There are certain situations (eg. modification accounting) that can be difficult to handle in software, so that's another place we step in to help. For a lot of smaller companies on Carta's Starter and Growth plans - since the plans don't automatically include Financial Reporting - we help them build their reports.

    Let me know if you have any follow up questions!

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    Chris Hoffmann
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  • 4.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 08-09-2022 12:12
    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
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  • 5.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 08-09-2022 12:39
    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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  • 6.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 08-09-2022 13:16
    Thanks for the reply, Chris. Our attorneys at Sidely had a similar take that you can make the option strike price higher than FMV, but that a contractor might be bummed out if they found out.

    A little surprised there's no 'standard' here given that this must occur -- I certainly want my contractors invested. I suppose I'll take the approach of telling these 2 numbers to the contractor and needing to come to a mutual agreement.

    Your role is a unique one; I'll reach out on LinkedIn in case I have further items come up, and given that we're going to start sending out our first stock options.

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    Don Vaughn
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  • 7.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 08-09-2022 14:39
    The more transparency you can provide the better it is for everyone - especially in cases like this - so I like the approach you mentioned.

    The typical thing I see here is that contractors also get the same price as employees are getting, but the amount of options (shares) is what defines the real value of their equity and matches the value that a contractor provides (also whether or not they are receiving income in addition to the shares is a big factor). And the vesting schedule is what determines how they earn those options over time, so that's why it's important to make sure the options are vesting in the way that is valuable to the company.

    For example, if the contractors are providing services to the company for an indefinite amount of time, then a time-based vesting schedule may be best (you choose whether or not to include a cliff). If the contractors are doing a job for a fixed amount a time, it may be good to do a milestone or performance based vesting schedule, to motivate them to get done what they need to.

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    Chris Hoffmann
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  • 8.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 08-09-2022 15:08
    Thanks for the thoughtful response, Chris. Glad we agree on the transparency.

    I think where I'm getting hung up with your answer is that the psychology of stock options feels less transactions for employees: employees are earning $$ and they have stock feel a little more, but not totally, like a bonus. E.g. I've never added up the fair market value of my options and ensured that it equaled the exact difference between my current salary and my potential salary at a big firm where I wouldn't get stock. Maybe most potential employees do?

    With contractors it feels more like a clear transaction of cash for equity swap. Say I've been paying contractors $50,000 per month for work and I offer that they can swap that cash one month for equity. They are literally foregoing $50,000 ​so it likely needs to really feel like the stock options they get are worth $50k. 'Vesting' also feels funny here, b/c they earned that $50,000 so the possible mechanism that I can fire them and stop that stock from vesting feels inappropriate in this circumstance.

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    Don Vaughn
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  • 9.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 08-10-2022 15:32
    I see what you mean, Don. Let me know if you want to chat more about this over zoom or a phone call. I would agree that vesting wouldn't make sense in this case (unless it was only a month of vesting, with the contractors earning all the options at the end of the month).

    Ultimately the decisions is yours (and the Board's) as to how you're going to issue them options and at what price. Another thought is if you want to give them $50k worth of stock, you can calculate the different between the current preferred price and current FMV, and then divide $50k by that number to give you the number of shares that currently would equal the $50k value. For example, if your determined preferred price per share is $6 and your FMV is $1 (difference of $5), then you could grant the contractors 10,000 options, since that would equate to $50k in value.

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    Chris Hoffmann
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  • 10.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 08-09-2022 15:01
    If anyone has additional questions, I'll continue to check this thread in the future!

    Here are some additional ways to get in contact:

    Website: https://www.equityadmin.co/
    LinkedIn: https://www.linkedin.com/in/equityadmin/

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    Chris Hoffmann
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  • 11.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 09-02-2022 10:18

    Hi. How do your founders structure Advisory board compensation packages?
    structure and typical size is what I am after. 


    thank you! 

    Anna Haskell



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    Anna Haskell
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  • 12.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 09-07-2022 21:46
    Hey Anna! Thanks for your question. I want to preface this answer by saying that one of the more fun things about building a company is that there is flexibility in structuring so many things - especially equity. So while it may vary greatly between companies, here are some consistencies I've seen:
    • Many startups have between 2-5 strategic advisors, depending on the company's needs
    • Oftentimes it is Options that are issued to advisors, through the company's Equity Plan/Option Pool - this means the advisor will have the ability to exercise their options/purchase their shares as they vest
    • The options usually vest monthly over a period of 1 or 2 years, depending on the company's need for the advisor long-term (eg. 1200 options issued to advisor and vest over 1 year, so they vest - earn - 100 options per month)
    • Advisor option grants can vary greatly, but I usually don't see them over 1% of the company, and that's only the best advisors who will really open doors for you and help you greatly (1% is also more likely if your company is in its very early stages. Other advisor grants that I've seen range from about 0.1 - 0.5% of the company.
    My best advice is for you is to determine 1) the number of advisors you'd like to have as part of your advisory board, and 2) how much each of them will contribute to the growth of your company. Most often they become advisors because they see the potential you and your company have, and most don't get paid cash compensation, so it's okay to be generous if they're really helping you and your company!

    Let me know if you have any additional questions on this!

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    Chris Hoffmann
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  • 13.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 09-07-2022 21:56
    Semi-relatedly, I will just say that I've had the pleasure to work with Chris managing my startup's equity recently, and it's been excellent.

    Dr. Don Vaughn

    Co-Founder & CEO

    Ampa Inc.

    TEDx, Neurohacking: rewiring your brain 

    TIME, Dreaming may protect our brain


    The content of this email is confidential, privileged, and intended for the recipient only. It is strictly forbidden to share any part of this message with any third party, without written consent of the sender.







  • 14.  RE: I'm an Equity Admin: Ask Me Anything

    Posted 09-07-2022 22:08
    That's so kind of you to say! Thanks, Don! 😃

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    Chris Hoffmann
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