创业与商业holloway.com
股权薪酬指南
Guide to Equity Compensation
2018 — 2020，它一次次回到首页
黑点是上首页（≥ 50 分）的那次投稿，空心点是没冲上去的投稿，点越大分数越高。
导读
这是 Holloway 出品的创业公司股权补偿指南，系统讲解员工股权、期权、RSU、行权与税务等复杂条款。评论区则从员工视角讨论 ISO 的缺陷、创始人失信风险，以及 RSU 与期权在风险和收益上的差异。
为什么经久不衰：创业公司股权条款复杂且容易让员工吃亏，这份指南和围绕它的讨论能帮助人看懂 offer、识别风险，因此多年后仍值得读。
HN 评论精选
ISO 对员工极不友好，应争取更长行权窗口，并警惕创始人把期权说成真正股权。
创业公司的 ISO 彻底坏掉了，VC 和创始人宁愿写 30 页文章讲它多复杂，也不愿真正改进它；少数人很久以前靠期权发财，之后无数人被坑。能在公开市场立刻卖出的 RSU 很好，普通 ISO 就像厕纸，至少应给 10 年行权窗口；如果 CEO 说这会伤害未来融资的 cap table，那等于不把你的股权当真。工程师需要互相提醒这些陷阱。
ditonal查看英文原文
Startup ISOs are totally broken, and VCs and founders would rather write 30 page treatises on all their complexities (of course, glossing over the 99 ways to screw employees), than actually try to improve them. A small percentage of people got rich off options a handful of times a long times ago, and since then countless people have been screwed. Public RSUs for stock you can sell immediately on the open market are fantastic. Common ISOs are toilet paper. At a _minimum_ you should get a 10 year exercise window, and if the CEO tries to say that would make it so early employees can hurt cap tables for future rounds, he's basically saying he doesn't consider your equity grant to be real equity as it deserves to be clawed back for the sin of not wanting to stick around for the 15 years it takes startups to IPO these days. These exact same people will try to convince you that their ISOs are a valid subsitute to liquid RSUs, THEN say that they don't deserve to be "preferred" instead of "common" because the VCs put in actual money (hint: so did you if you turned down a public company to work at the startup. Biggest difference is only that you're way less diversified). Am I ranting? Of course, but if VCs and founders are going to continually "educate" engineers on their equity offers, engineers need to stand up and inform each other of the pitfalls. I know countless people, myself included, who have been screwed by ISOs. You can actually lose money because the 30 day window forces you to pay strike price + taxes on gains, then you find out that the CEO sold the company at a bargain so liquidation preference kicked in and he just took a huge retention bonus instead. The way out of this mess is not Github treatises on how to evaluate your equities. The way out is for engineers to continually tell founders/VCs that they will pick public companies instead of startups until ISOs get fixed. If ISOs screwed over VCs instead of engineers, they would have gone to DC and gotten this fixed 10 years ago. At an absolute minimum you shouldn't have to pay a dime in taxes until you've actually realized some money in your checkings account. VCs/founders don't care because they don't have to care because engineers are still too gullible and accept these bogus deals.
创始人可能用各种手段不兑现股权，员工维权成本高，现金比创业公司股权可靠。
我曾为一个创业公司创始人工作，亲眼看他用协议技术细节或直接不履行协议来坑顾问的股权，因为他知道对方打官司不划算，还吹嘘自己如何操纵局面。公司最后倒闭，我直接告诉他我不信任他。我的教训是：考虑到各种被坑方式和缺乏法律资源，拿创业公司股权很傻，以后只要现金。
daenz查看英文原文
I worked for a startup founder and personally watched him screw advisers out of stock agreements using different tactics, from technicalities in the agreements to outright not honoring the agreements when he knew it was disadvantageous for them to pursue him legally. He gloated about it and would speak very highly of all the ways he could manipulate situations. In the end, I left and the startup went under, and I told him directly that I didn't trust him (to his surprise). The lesson that I learned was that I'd be a fool to take equity in a startup, given all the ways I could be screwed, and my lack of resources to pursue any legal recourse. Cash only, from now on.
双触发 RSU 比 ISO 更省心、风险更低，文章对 RSU 的批评站不住脚。
这篇文章是胡说。它说 RSU 不受欢迎是因为员工失去纳税时点的控制，但谁在乎什么时候交税？大多数人更担心离开公司时必须行权否则失去，而股票可能还不值行权价。双触发 RSU 解决了这个问题：离开时不用掏钱，已归属 RSU 保留，未来有价值时公司扣股缴税；ISO 却只拿行权价与市价的差价。
xivzgrev查看英文原文
This piece is bullshit “RSUs are often considered less preferable to grantees since they remove control over when you owe tax.” Who the fuck cares when you pay tax? A small % of people will have enough value to worry about that. The vast majority of people tho have a bigger worry: the stock is worth less than what they pay to exercise, because when you leave your company you have to exercise em or lose em. Dual trigger RSUs solve that. I don’t have to pay a freakin’ dime whether I stay or leave. I keep my vested RSUs and ride off into the sunset and if they someday become worth something, the company just withholds some shares to pay the tax. Again no up front cash when I leave the company and no large tax bill. AND I get to keep the whole value of the share. For ISO you only get delta between exercise price and strike price. If my RSUs are $5 or $15 apiece who cares, it’s all risk-free gravy / upside. If I have ISOs I’m worrying about strike price and whether it’s worth it to exercise. I don’t know who in their right mind would want ISOs over RSUs.
按期望值算，员工拿到的创业公司股权通常太少，不足以补偿失败风险和降薪。
我有过多次成功退出，但底线是：你拿到的期权很可能不足以抵消风险。80% 创业公司失败、20% 某种程度成功；如果为创业公司降薪 5000 美元、四年损失 2 万美元，80% 失败情况下股权归零还倒亏，总损失可达 16 万美元；两次成功时每次股权至少要值 8 万美元才打平。考虑归零风险，你应该拿到多得多股权，这像扑克里的期望值计算。
auspex查看英文原文
I have had a number of successful exits but the bottom line is that you're (probably) not getting nearly enough options to offset the risk. Pasted from a comment I made in an earlier thread: 80% of startups fail and 20% succeed in some fashion. Which means if you normally make $50,000 and take a $5,000 paycut (no rsu) to work there you will lose $20,000 over the 4 year vesting period. 80% of the time when the startup goes bust you make 0 on equity and still lost money due to the paycut. For a total of 8x20 or $160,000 loss. The two times you are successful you make 2xEquity. This means your equity has to be at least worth $80,000 each time you succeed.... just to break even. Factoring in the risk of your equity being 0 you should be getting a LOT more equity. It's very similar to calculating expected value in poker.
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