My former manager thinks the pay increase should be at least 10-15% with stock options
What can make that bazillion shares in stock worthless?
Vesting - Options typically vest over time. If you quit or are fired before all the options vest, you forfeit your unvested options.
If the company is bought before your options vest, you may get options in the acquiring company, but that will depend on the details of the stock agreement
Low Exit Value - The company could IPO for less than the strike price of the option.
The way 409A valuations work this isn’t especially likely with early stage start ups (it is far more likely the company will just fail), but it is possible.
In that case, if you haven’t exercised your options you would just not exercise them. If you have exercised your options, you would face a capital loss as you paid more for the stock than it is now worth.
Preferences - Even if your options have already vested, even if you’ve already exercised them and now own stock, the investors will likely get at least the value of their investment back before your stock becomes worth anything. This is because their “preferred stock” has a “liquidation preference”.
How much money the company has raised and what multiplier the investor has will determine how much the company must sell for before common stock has value.
Participation Rights - Investors may have “participation rights” that mean they would get both their liquidation preferences and then also get the value of their shares.
Dilution - When the company’s owners raise money or offer stock options to employees, they do so by printing new stock. You own the same number of shares, but the total number of issued shares is larger and so you hold a smaller percentage of the company.
Repurchases - There may be language in one of the option plan documents that lets the company decide to repurchase the stock you’ve already been granted.
Unlike the option to voluntarily sell stock back, compulsory repurchases are a bad deal for employees as the price to be paid is set by the board
Clawbacks - Some plans may have clawbacks, where even vested options are forfeited under certain circumstances, such as termination.
There are many different documents where repurchase or clawback language can be included; if you are concerned, it’s best to consult a lawyer.
High Valuations - You often have a limited amount of time after leaving a company to exercise your options. Additionally, options expire after some number of years, often five or ten.
If your company has a high valuation but is still private when you have to exercise your options, you could get stuck needing to raise a large amount of cash to pay for the stock and cover the tax liabilities.
Taxes - Profit from options and shares can count as income.
A tax professional can give you advice on how to plan for your taxes and the possible value of early exercise.
IPO Lock-Ups - When a company goes public on a stock exchange, insiders usually can’t sell for the first 90 to 180 days.This is referred to as the “lock-up period”.It prevents the market from being flooded with shares, reducing the supply and inflating the IPO price.
Unfortunately, by the time you can sell so can all your coworkers. The valuation employees are able to sell at is usually lower than the immediate valuation.
A Great simulator for estimating what an offer is worth can be found @ https://tldroptions.io
Lets talk about compensation.
There’s a LOT more than Salary and comute to look at.