In 2014, mobile security startup Good Technology was valued at $1.1 billion. Employees thought their equity packages were winning lottery tickets. They were wrong.
One year later, Good sold for $425 million. Employee share prices tumbled from $4.32 a share to $0.44. While executives made millions, employees—some of whom paid $100,000+ in taxes on their equity—made next to nothing.
Good Technology's situation isn't uncommon. Like so many startups, it had investors and board members whose equity was protected by high liquidation preference—a guarantee that they get paid first and at least a certain amount when the company sells. When startup investors make millions in a sale, but money runs dry before reaching employees, a bad preference stack is often the cause.
To avoid being surprised when the company you work for is acquired, you need to understand what preferences are, why they're important, and how you can negotiate around them.
If your equity package works out to 0.1% of the company, shouldn't you be entitled to 0.1% of the acquisition? Startup financing isn't that simple.
When a startup is sold, the money it makes is paid to shareholders in a predetermined order, called its “preference stack.” As a rule, employees are last, while shareholders with liquidation preference (LP) come first.
Three factors affect liquidation preference, and understanding them can give you a better sense of who gets paid how much and when:
The more rounds of financing a company raises, the more complicated its preference stack becomes. Eventbrite is a good example. At the time of its August IPO filing, the company had eight classes of preferred shares, average among unicorns. While Eventbrite's Series A through F-1 had been raised at 1x multiples, its Series G was raised at a 1.5x multiple, and the resulting liquidation preference was huge:
While large preference stacks could ultimately mean less money trickles down to employees in a sale, they exist for good reason: Liquidation preference give investors the protection they need to make the high-risk investments that startups thrive on.
Imagine an investor puts $3 million into a young, eight-person company. In return, the investor gets 20% of the company. The two cofounders retain 70% of the company, and the other 10% is split evenly among the six employees.
If the company sells two month later for $5 million, the payouts would look like this:
The founders become millionaires, and the employees each get a payout, but the investor loses $2 million. If there had been a 1x liquidation preference in place, the investor would be guaranteed to get $3 million back.
Imagine you get offered your dream job. The startup is growing fast, and the press has been lauding it as a future unicorn. The company offers you an equity package that works out to 0.15%. Fantastic, right?
Well, how good that deal is or isn't depends on the company's preference stack. If the startup is carrying a huge preference overhang, then your 0.15% may be worth very little. Imagine the company's funding history breaks down like the table below. This is a very simple model, but you can see how the total amount of preference accumulates from round to round:
|Round:||Investment:||Liquidation Preference Multiple:||Total Preference:|
To get a better sense of how preference could affect employee payout, take a look at the table below. It tracks the final value of your equity package depending on the startup's sale price:
|Your Equity (%):||Acquisition Price:||Total Preference:||Your Payout:|
The basic math is simple: In order for your shares to be worth anything, your company's sale price needs to meet or exceed the value of its preference stack. The more money a startup raises, the harder it gets to fetch a high enough acquisition price.
As Ilya Strebulaev, a professor at Stanford, notes in a study, “Some unicorns have made such generous promises to their preferred shareholders that their common shares [the share's employees get] are nearly worthless.”
As an employee, there's not much you can do to affect your startup's preference stack. You can, however, understand what you're up against. When you're considering an offer, or even once you've been hired, there are three questions you should ask your employer:
If your most recent valuation is close to or exceeds the needed sale price, your equity offer has value. If the needed sale price is much higher than the company's most recent valuation, though, you have something to consider: Based on its current growth rate, how many years would you need to stay before its value comes close to that needed sale price? Are you comfortable investing that much time?
Equity alone should not decide whether you join a startup. A high salary, a great growth opportunity, or a mission you feel passionate about can all make up for a modest equity package. The important thing is to have realistic expectations about how much money your equity could turn into.