When does equity usually enter a startup's hiring conversation, and what should you ask at that point?
answer
- Shape early, numbers at the offer
- A share count needs its denominator
- Fraction, price, schedule, exercise window
- Ask for the terms in writing
- Equity is not cash of equal value
basics
~20 sUsually late, once the founder has decided, though the shape is often sketched early so nobody wastes two weeks. Ask what fraction of the company the grant is, on what vesting schedule, and measured against what.
solid answer
~50 sIn most small-company loops the specific numbers arrive at the end, when the founder makes the offer, but the *shape* often appears early: a founder may say in the first conversation that the role carries meaningful equity and a lower cash figure than a large employer would pay. That early mention is an invitation to ask, and asking then costs nothing. At the point the numbers appear, the questions that matter are structural rather than tactical: what fraction of the fully diluted company does the grant represent, what price were the most recent shares issued at, what is the vesting shape and any cliff, how long you have to exercise if you leave, and whether refresh grants exist. A share count with no denominator is not an answer. Terms vary widely between companies and jurisdictions, so treat any number as something to have checked rather than accepted.
go deeper
Know that at a small company equity is usually part of the package and that the specific numbers arrive with the offer. If a share count is quoted, ask what fraction of the company it represents before doing anything else.
Explain what facts a grant conversation must produce: the fraction on a fully diluted basis, the price of the most recent shares, the vesting schedule and any cliff, the exercise window after leaving, and whether refreshes exist.
Demonstrate timing judgment: surface the shape of the package early so a two-week loop does not end in a mismatch, then get the specific terms in writing at offer time rather than absorbing them verbally under a deadline.
Own the comparison you are actually making. Be able to articulate how much cash you need, how much you are choosing to risk on an uncertain claim, and why adding a quoted equity value to a base figure produces a number that cannot be compared across offers.
## Where in the loop it appears Three common patterns, and it is worth knowing which one you are in: 1. **Sketched in the first conversation.** A founder mentions early that the package leans on equity, sometimes with a rough band. This is a filter in both directions and it is doing you a favour: two weeks of interviews are expensive for both sides. 2. **Raised by you mid-loop.** Entirely acceptable at a small company, and often welcomed. "Before we go further, can you tell me the shape of the package for this role, cash and equity?" is a normal sentence. 3. **Delivered with the offer.** The most common, and the least useful, because it arrives with time pressure attached and often verbally before anything is written. There is rarely a separate compensation specialist at seed stage; the founder is the person who knows and the person who decides, which means the conversation is direct and also that the answers are less rehearsed. ## What to ask, and why each question earns its place **What fraction of the company is the grant, on a fully diluted basis?** A share count on its own carries no information, because a hundred thousand shares means nothing until you know how many exist in total. A fraction is comparable between offers; a raw count is not. **What price were the most recent shares issued at, and in which financing?** This is what any headline value is being computed from, and it tells you whose valuation you are being quoted. **What is the vesting schedule, and is there a cliff?** A four-year schedule with a one-year cliff and monthly or quarterly vesting afterwards is a very common shape, but it is a common shape and not a universal one; ask rather than assume. **How long do I have to exercise if I leave?** Post-termination exercise windows differ substantially between companies, and this is one of the terms that most changes what a grant is worth to you in practice. **Are there refresh grants, and what triggers them?** At companies that grow, whether grants are topped up matters as much as the initial number. **What happens to the grant if the company is acquired?** Ask what the documents say rather than what the founder hopes. ## Treat the answers as things to check The mechanics of grant types, vesting and what any of it might eventually be worth are a subject of their own, and they interact with tax and legal rules that vary by country, by grant type and over time. Nothing you are told in a hiring conversation is advice, and this material is not advice either: get the plan documents, read them, and if the amounts are material to you, take professional advice on your own situation. The purpose of the questions above is to make sure you *have* the facts a professional would need, before a deadline is attached to them. ## Ask for it in writing Small-company offers are frequently delivered by phone. Ask for the terms in writing, including the fraction, the schedule, the exercise window and the cash component. Founders expect this, and the act of writing it down resolves more ambiguity than any follow-up conversation. ## Do not price equity as if it were cash A grant is a claim on an uncertain outcome, and its value depends on the company surviving, on future financings diluting existing holders, and on your ability to hold or exercise. Comparing a startup package against a large employer's package by adding a quoted equity value to a base figure treats those as equivalent, and they are not. The honest comparison is: what cash do I need to be comfortable, and what am I prepared to risk on the equity being worth nothing. ## A worked example At a nine-person seed-stage company, the founder mentions in the first of three conversations that the role trades cash for a meaningful grant. The candidate does not negotiate then, which would be premature, but asks one question: what the grant looks like as a fraction and on what schedule. The founder answers roughly. Eleven days later the offer arrives by phone with a specific number of shares. Because the candidate already knew the shape, they can immediately ask for the denominator, the last issue price, the exercise window and the whole thing in writing. A candidate hearing all of this for the first time, on a call, with an answer wanted by Friday, is negotiating and learning simultaneously, which is the worst position to do either from. ## Where this stops How grants actually work in detail, and how to negotiate the package once you have the facts, are separate subjects. This one is only about *when* the conversation appears in a small-company loop and what you need to walk away with when it does.
- Is it too early to ask about the equity component in the first founder conversation?No, if you ask about the shape rather than for a number. Asking whether the role leans on equity, and roughly what fraction and schedule are typical for it, saves both sides a two-week loop that ends in a mismatch. Save the specific discussion for the offer, when there is something concrete to discuss.
- The founder gives you a share count and a headline value. What is missing?The denominator and its basis. Ask what fraction of the fully diluted company those shares represent, what price the most recent shares were issued at, and which financing that price came from. Without those, the headline value is an assertion you cannot check, and it is not comparable to any other offer.
- Why does the post-termination exercise window matter so much?Because it determines whether vested equity is something you can actually keep if you leave, and windows vary substantially between companies. The consequences involve rules that differ by country and by grant type, so get the plan documents and take advice on your own situation before assuming a default.
- How do you compare a startup package against a larger employer's offer?Not by adding a quoted equity value to base and comparing totals. Separate the cash you need to live on from the amount you are choosing to risk, then ask whether the risked portion is worth the upside and the experience. Treating an uncertain claim as equivalent to salary is the error that makes the comparison look easy.
saying these in an interview costs you the question
- Hearing a share count and never asking the fully diluted denominator
- Assuming every grant uses the same vesting schedule and cliff
- Treating an equity figure as cash of equivalent, guaranteed value
- Accepting offer terms verbally without asking for them in writing
- Never asking how long you have to exercise after leaving