A Friday series exploring Startups and the people who make them go. Read all If the Shoe Fits posts here.

Tuesday I cited a post by Scott Belsky on Medium talking about how employees are often conned (my word) by founders, especially unicorns, when it comes to the wealth that is supposed to flow from their ISO.

As pithy as the post was, some of the comments were even pithier. I especially like this one from  colorfulfool (21st comment)

If profitability were proportional to hypocrisy, there would be no failed startups in the Valley.

Not just true, but succinctly and elegantly stated.

Founders love to talk about the importance of transparency, trust and authenticity.

However, their stock plans and pitfalls thereof exhibit such a high degree of opaqueness and caveat emptor that they kick a hole the size of Texas in the fabric of the founders’ authenticity.

Another prevalent piece of hypocrisy is “change the world.”

Do you really believe that another dating app or being able to evaluate a new restaurant or a better way to buy your groceries will change the world?

While they may impact one’s personal world, they certainly don’t have the impact of something like Mine Kafon.

What is proportional to the Valley’s hypocrisy is its sheer greed.

Actually, when I stop to think about it, the greed probably exceeds even the hypocrisy.

Image credit: HikingArtist

TiEcon has become a huge event for entrepreneurs all over the world. It helps educate the entrepreneurs and connect them to clients, mentors and capital.
They have many good programs for entrepreneurs like Mentor Connect, where people meet potential Mentors who are people with a lot of experience starting companies. They also have a Founder Connect program where people speak of their ideas and look for either founders or capital.
I met people and reporters from Australia, Japan, Nigeria and Brazil, apart from the usual countries. This has become a global event, because TiE serves a big need.
Saying “TiE is for South Asians” (Indians/Pakistanis) is like saying “the US is for Europeans”. The successes TiE and the US have accomplished require being open and inclusive.

Just like the underlying value of the US is the preservation of freedoms, TiE’s value is to nurture entrepreneurs and grow its community.

TiE’s organizers realize the value of being well connected to achieve its goals. They have succeeded in attracting large volumes of the right kind of attention.

At Mentor Connect, I met Seshan Rammohan and Siren Dutia, both veterans of the field. Typically Mentor Connect puts a single mentor with 5 founders looking for advice. Fortunately I got two mentors’ time and minds for the price of one.

The discussion was interesting because we heard about the problems that different founders face. The advice was very useful.

I went to a few talks, but I’ll cover three to keep it short.

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One superstar at TiEcon was Steve Blank, who originated the methodology that launched the Lean Startup movement as described in Eric Ries’ “The Lean Startup.” The core message is to start small, get out and talk to your market and build what customers actually need and want.

Startups are not small versions of large companies. They are in search of business models that work. Large business on the other hand execute strategies.

Steve mentioned a book with pictures called “Business Model Generation” for people who want to build a startup. I’m curious.

In a startup you build things that get you the maximum learning. Before you fire execs, it is a good idea to fire the plan and try another.

Startups are under a lot of pressure. They think in terms of their burn rate and their runway.

Startups should ideally plan on discovering a businesses that works. An exit should be the last thing on their mind.
The reasons people acquire a startup are:

• An existing product, e.g., whatsapp
• P&L and good cash flow.
• Technology: Oclulus
• Acquahire — when they want the developers, but for something different.

Startups have a different culture. Assimilation into an existing business can wash out the productivity because the processes in place for execution are different from innovation, i.e., Key Performance Indicators (KPIs)

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A panel discussion: How not to mess up the cap table

The cap table is the definition of who owns the company and their rights. It typically defines the stock holders, the debt holders and the liquidation preferences (who gets cash before whom).

A VC mentioned an interesting incident where he killed a company by asking who owned it. The founders got into a fight and decided not to form the company!

It is also a good idea to have a vesting schedule so that one of the founders doesn’t “… go to Brazil with his wife with his share of the company while the others work for their equity.”

20% of allocation of stock is usually based on role of people in past; the rest is about future.

Standard vesting for employees is 4 years.

Investors get preferred stock, because they want to get their money back first. This is changing with Y-Combinator’s SAFE and Founder Institute’s Convertible Equity ideas. Another reason to be careful is that option pricing would be set by investors if they take preferred.

The things to worry about in a funding round are:

Valuation: No one forgets this. Clearly, the higher the better.

Control: Who controls the board seats and voting rights. This is tricky because rights and seniority affect the way people think.

Rights: What special right do investors get, such as a board seat.

Seniority: Who gets their money first.

Founder rights: How can founders be removed from power? Typical statement is a felony., but you could ask for “willful and persistent gross negligence.” It is also important to negotiate severance as a part of this deal.

There is a difference between preferred and non-preferred stock. Preferred allows double dipping. Investors get their money back and then some more of the stock.

Usually investors own 25% after first round.

The difference between negotiation and begging is leverage. Get a few investors to land at the same time and you are in a much better negotiating spot.

An important decision is to file the 83b election within 30 days of getting equity. The founder will be required to pay taxes on the portion of equity that vests if this is not filed. This likely involves a cash flow mismatch because the founder may not have liquid cash when the equity vests. 

For more information read Founder’s Workbench 83 (b) Election

Other common mistakes startups make include:

… not having a clear focus.

… compensating people and getting clear ownership of code written for the company.

There are two options: the pain of disappointment or the pain of discipline.

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EXITS

The best time to plan to exit is as early as possible.

Early thought can include, Are there going to be a lot of companies that will be interested. Is it a good IPO idea?

Ashmeet Sidana says there are two exit scenarios.

… Approached for an exit.

… Or things don’t work out.
A banker or a business relationship usually leads to an intro for these.

Lots of teams are typically involved in exits. The deal team will work on the deal. CPAs, lawyers and wealth managers are usually involved.

Then there is the question of what happens to the cash. Typically people use trusts to allow continued investment and avoid a steep tax. This also allows for a tax shelter for money designated for charity.

Exits are most intense periods. Cases where board meetings happen every 3 hours are common.

Think also of what to do next after the vacation at the end of the deal.

Where does the money get wired?
At the time the M&A term sheet is signed the probability of acquisition is 40%.
In contrast the probability of funding is 80% in VC rounds.

Time can kill deals in M&A. However clarity is important as well. A CEO once took time to work out every detail and the final deal was very close to the term sheet.

Ask what is the reason people are acquiring the company? Alignment is important. Avoid conflicts of interest at this critical time. Try to create a separation from noise in the markets.

Founders should negotiate to get some liquidity early to pay for costs.

Image credit: Alpha Sangha

A Friday series exploring Startups and the people who make them go. Read all If the Shoe Fits posts here

A couple of years ago serial entrepreneur Matt Weeks wrote about the Startup Social Contract founders have with their people, with a focus on stock options.

Having worked with startups since the early Eighties I’m intimately aware of how fragile this contract has become and how often it has been totally disregarded in the last decade.

The result should come as no surprise.

Any time a group of workers feel they are being taken advantage of someone will always step up, marshal resources and organize them, especially when the workers are highly educated.

That’s why founders have only themselves to blame for the uprising among the people they need the most.

Employees at startups are being taken advantage of, said Chris Zaharias, who was joined by rally partner and stock option counsel Mary Russell. Founders and venture capitalists make the negotiations around equity (or how much of the company employees own) intentionally confusing.

Equity fairness and transparency is the reason we developed Option Sanity.

While I don’t agree with all the content in the “Startup Employee Equity Bill of Rights,” it certainly reflects how badly the Startup Social Contract is being abused, if not totally disregarded.

And, as Matt says, “If the workers and/or the exec team come to disrespect, disbelieve or ignore this social contract, the company is lost.”

Image credit: HikingArtist

Many founders talk about the desire to build truly open cultures.

Then they start adding exceptions and caveats, especially when it comes to compensation—whether dollars or stock.

Sharing compensation information is usually discouraged and discussing stock options or salary may even be considered a firing offense.

While there are startups opting for openness, what happens over time?

Based on Whole Foods nearly 30-year trial salary openness can work.

Whole Foods co-CEO John Mackey introduced the policy in 1986, just six years after he co-founded the company. In the book, he explains that his initial goal was to help employees understand why some people were paid more than others. If workers understood what types of performance and achievement earned certain people more money, he figured, perhaps they would be more motivated and successful, too.

It takes solid planning and a culture with a real commitment to transparency and developing people over time to make it work.

By making it’s financials, including profitability, available to all it employees, so they could see not just what everyone was paid, but where else the money went, Whole Foods created a true feeling of ownership along with the knowledge that promotion was available and the support to make it happen.

The company’s openness even drew recognition from the Federal Government.

In fact, in the late 1990s the widespread availability of so much detailed financial data led the SEC to classify all of the company’s 6,500 employees as “insiders,”

Building openness into your culture requires support and full buy-in from your senior staff.

And that means being willing to pass on people who have the right skills, but not the right attitude.

Flickr image credit: Paul Downey

A Friday series exploring Startups and the people who make them go. Read all If the Shoe Fits posts here

1. How fair is your company’s compensation plan?
2. Do you have a compensation plan for both salary and stock?
3. Do you pay your “stars” more, whether cash, stock or both?
4. Do you offer it to lure them in the door?

If you answer ‘yes’ to questions 3 and 4 then you must answer ‘no’ to 1 and 2.

Winging it with no plan is a major ingredient of financial disaster.

Offering high salaries and/or giant stock options before knowing how well a person will perform at your startup is a recipe for talent disaster—history may not accurately predict the future.

One of the key determinants of satisfaction — or dissatisfaction — with compensation is how employees feel their pay package compares to others, according to Wharton management professor Matthew Bidwell. “No doubt if somebody thinks he or she is doing the same work as another who is paid a lot more, this leads to resentment and ultimately to disengagement.”

And the last thing you need in a startup is resentment and disengagement.

Image credit: HikingArtist

A Friday series exploring Startups and the people who make them go. Read all If the Shoe Fits posts here

People never cease to amaze me even though I know that what you see isn’t always what you get.

“Pete” is a great example of that.

Pete is an entrepreneur and a friend of mine works for his company.

My friend raves about the great culture. He says it is merit-based, treats everyone fairly and has very little of the politics and favoritism he has seen at other companies. He likes the values and Pete’s attitude to giving back to the community.

The company isn’t new, but it is still private, so when my friend heard that Pete was thinking of issuing stock he sent a link to Option Sanity and introduced me.

Long story short, we had an extensive conversation; Pete talked about his belief in the importance of fairness and merit and giving back and I explained how Option Sanity™ would strengthen his culture and work to ensure the fairness that seemed so important to him.

And because Pete was so emphatic about the importance of giving back I told him about 1% of Nothing, started by Shervin Pishevar and Matt Galligan, with the goal of getting startups to donate 1% of their equity to a charity of their choice.

Pete ended our conversation saying he wanted to think about it and work with the Option Sanity demo.

I just received an email and I thought it ironic that it came on Thanksgiving.

Although he dressed up his response in complimentary language, the upshot of what he said was that both Option Sanity™ and 1% of Nothing were naïve ideas.

He said that he wanted to have complete freedom when awarding incentive stock as opposed to committing to a methodology, even though he structured it. Some employees were relatives or good friends and he wanted the ability to give them more. He wasn’t worried about performance, because he could always rescind the grant or fire them.

With regards to 1% of Nothing, although he planned to give to some of the proceeds of an eventual sale to charity there was a good chance that certain products in development would substantially increase the value of the company.

He had a specific dollar amount in mind for charity and saw no reason to possibly exceed that by giving the 1%.

I was totally floored.

Option Sanity™ is authentic

Come visit Option Sanity for an easy-to-understand, simple-to-implement stock process.  It’s so easy a CEO can do it.

Warning.

Do not attempt to use Option Sanity™ without a strong commitment to business planning, financial controls, honesty, ethics, and “doing the right thing.” Use only as directed.
Users of Option Sanity may experience sudden increases in team cohesion and worker satisfaction. In cases where team productivity, retention and company success is greater than typical, expect media interest and invitations as keynote speaker.

Image credit: HikingArtist

A Friday series exploring Startups and the people who make them go. Read all If the Shoe Fits posts here

Today is not another rehash of the Zynga fiasco or CEO Mark Pincus’ follow-up email to the troops.

What I found fascinating is that the entire problem could have been averted by using Option Sanity™.

Seriously.

Yes; I know; every founder believes his or her product is the perfect solution in its nitch, but rarely are we gifted with such a high profile, real-life demonstration.

Rather than simply firing under-performing employees and handing unvested options over to the replacement, Pincus often likes to find another position within Zynga where the employee might still be able to contribute. But because that new position was often lower down the corporate totem poll, Pincus basically wanted to cut the person’s compensation by reducing his or her number of unvested options (vested options were not touched).

Some say bad hires just shouldn’t happen, while others accept them as a normal part of business and believe fast hire/fast fire is the right approach.

I believe Pincus’ approach to a miss-hire is valid; in the heat of a high growth hiring frenzy managers do hire good people for the wrong positions, oft times because candidates oversell their experience and/or managers are desperate to fill their openings.

Think of it as a people pivot—repositioning talent for the good of the company.

The problem is that any unexpected changes made after the fact, no matter how valid, breach the social contract and, in doing so, break trust.

The hiring errors and the associated stock grants should have been corrected as soon as they were identified. Waiting until just before the IPO significantly exacerbates the damage to both Zynga’s and Pincus’ street rep and puts employee morale in the toilet.

It’s a different result when incentive stock grants are based on a transparent, fair, structured methodology that everyone understands, especially when it’s rooted in the company’s stated values/culture.

A methodology that

• assigns positions to levels based on its ability to influence the company’s success as opposed to urgency or charm and history of the candidate;
• assigns an ISO baseline to each level that dictates both the initial hiring grant and
• the Annual Stock Bonus, so that a significant portion of each person’s stock rewards are based on the actual success of the company over time, as measured against quantified annual goals approved by the Board;
• allocates based on the current risk level as defined by set milestones; and
• spells out what happens for both promotions and demotions

It’s easiest to put that structure in place at the very beginning when it’s just the founders.

That’s why we provide Option Sanity™ free for six months to any startup with fewer than four people.

(Feel free to email me or call 866.265.7267 for more information or if you are just curious.)

Option Sanity™ prevents Zyngavitis

Come visit Option Sanity for an easy-to-understand, simple-to-implement stock process.  It’s so easy a CEO can do it.

Warning.

Do not attempt to use Option Sanity™ without a strong commitment to business planning, financial controls, honesty, ethics, and “doing the right thing.”
Use only as directed.
Users of Option Sanity may experience sudden increases in team cohesion and worker satisfaction. In cases where team productivity, retention and company success is greater than typical, expect media interest and invitations as keynote speaker.

Image credit: hikingartist.com

A Friday series exploring Startups and the people who make them go. Read all If the Shoe Fits posts here

Don’t mix inexperience with bad judgment.

It’s okay to be a first time entrepreneur or company advisor.  You know the domain, you know the market, and you know your customers.

You’re there as an entrepreneur to invent the company and drive it to success or as an advisor or board member to help the team succeed.

But growing a business from small to large, with all of the nuances of growing the team, financing and operations is another matter.  It’s hard work and there are known pot-holes.  It’s just hard to see them while running at 120 MPH.

Sometimes first-time startup folks cut the wrong corners.

In the process of having urgency, working with very little (if any) cash, and wishing to keep the “attention” of startup colleagues, sometimes those stinky “admin” details like stock plans get left for later “when we get our first real investment.”  Read: “when my investor or lawyer says I have to do it.”

“Lean” startup is a great mantra, but some “process” and steps are needed to ensure that the company and the team are headed for success.  And here’s why stock is so important.

Good judgment says “use stock to get the best people.”  This is tempting when cash is tight (or non-existent) and for good reason.  This is a great instinct and is fully aligned with the start-up entrepreneur’s mindset of “stock is important” and “my company is valuable, and will be even more valuable in the future.”  You want to enroll early employees in this story.

Using gut instinct, ad-hoc grants and haphazard allocations however, is not a good idea, and can sabotage a team’s ability to grow and survive rough times.  And for all those first-time entrepreneurs—there will be rough times.

Belief in the mutual commitment of team members, and belief that the company will survive and thrive after those tough times (even perhaps leading to the epiphany and “pivot”) is what holds a team together.

Inexperience is normal and can be managed through passion, being coachable, and by building a great team.

Bad judgment cannot.  Stock is not some abstract thing that can be picked from a tree, used as needed, and re-grown.  It is precious and has both positive and negative impact on workers.  It is the most common source of “drama” in the founding team.  There’s enough drama in a startup.

It is just plain bad judgment to avoid putting a coherent and thoughtful stock option allocation process into place at the beginning.  No entrepreneur would put-off creating a budget and cash-flow management plan.  It’s just as important.

Having a clear plan and system ensures that both the early co-founders and all key team members that follow them (from office assistant to big-hitter sales pro) understand and buy-into the company’s philosophy and process around fair stock allocation.

A good allocation plan and philosophy eliminates drama, is unemotional, transparent and authentic. There will be no whining, and no hurt feelings.  When things get tough, there will be no resentments about who has more stock.  The result is that there will be a better chance of survival through the predictable (an unpredictable) storms.  Sure, there may still be some drama, but it will be more manageable.

In thinking about what is needed and what is not needed in your “Lean Startup” think about the difference between inexperience and judgment.  Passion ignites the rest.  Don’t let bad judgment sink the ship.

Good Judgment = essential.

Direct Experience = helpful but not essential.

Passion = essential.

Fair and transparent stock allocation process = priceless.

Option Sanity™ counteracts naiveté

Come visit Option Sanity for an easy-to-understand, simple-to-implement stock process.  It’s so easy a CEO can do it.

Warning.

Do not attempt to use Option Sanity™ without a strong commitment to business planning, financial controls, honesty, ethics, and “doing the right thing.” Use only as directed.

Users of Option Sanity may experience sudden increases in team cohesion and worker satisfaction. In cases where team productivity, retention and company success is greater than typical, expect media interest and invitations as keynote speaker.

Flickr image credit: Kevin Spencer

A Friday series exploring Startups and the people who make them go. Read all If the Shoe Fits posts here

Do you do whatever it takes to hire, including a “ready, fire, aim” stock allocation methodology?

Can you slip on Joe, Jean or Pat’s shoes?

• From the minute Kristy walked through the door Joe wanted her on his executive team. Her energy was as high as his own. She was smart, articulate, with a keen sense of humor; she understood the commitment required by a startup and her family supported her. While salary wasn’t an issue, Kristy said another startup had offered her a lot more stock than Joe mentioned. She wasn’t as strong in some areas as he would have liked, but it would be so great working with her… So Joe offered Kristy 5% more stock than the other company and more than any other member of his team.
• If Jean didn’t find a good UI designer she would be forced to use a contractor or fall behind schedule, so when she interviewed Richard, she was ecstatic. Richard’s technical skills were excellent, but he demanded an additional 25,000 shares above what comparable team members had received. Afraid to continue looking and unwilling to consider a contractor Jean convinced her boss to make the deal.
• Pat hated hiring, seeing it as a necessary evil that took time away from his real job of building the company. When he found a candidate who could fill a role he did whatever it took to land the person quickly. His actions typically involved substantial extra stock, since he had limited cash and perks to offer.

Is this lazy or just the inexperienced use of a sophisticated tool (stock)?

Founders and bosses that consider a ready, fire, aim methodology an acceptable way to award stock are doomed.

Is buying candidates with stock a short-term solution guaranteed to tear the team apart as word spreads (more on that subject later in the series) and people feel betrayed or a viable way to solve your staffing needs?

Is buying candidates with stock actually shorthand for bad culture?

For more information see Insanely Stupid Hiring.

Option Sanity™ short-circuits ready-hire-aim actions.

Come visit Option Sanity for an easy-to-understand, simple-to-implement stock process.  It’s so easy a CEO can do it.

Warning.

Do not attempt to use Option Sanity™ without a strong commitment to business planning, financial controls, honesty, ethics, and “doing the right thing.” Use only as directed.

Users of Option Sanity may experience sudden increases in team cohesion and worker satisfaction. In cases where team productivity, retention and company success is greater than typical, expect media interest and invitations as keynote speaker.

Flickr image credit: Kevin Spencer

A Friday series exploring Startups and the people who make them go. Read all If the Shoe Fits posts here

“Associate yourself with men of good quality if you esteem your own reputation; for ’tis better to be alone than in bad company.” –George Washington

For early stage companies (and for all well-run private, Pre-IPO or Pre-Acquisition firms), the stock awarded to employees and the executive team is a form of “social contract” that promises them unusually high “return” for their risk, hard work, “sweat investment” and belief in the company.

The unstated social contract goes something like this:

I will initially forego a higher salary and cash compensation, in lieu of stock options that will increase in value at a faster rate than possible elsewhere, and will “return” more than the forfeited cash compensation might have, over time.

This is both an investment risk approach (“Do I believe the company’s product or service can win in the marketplace?”) and a simple ROI calculation (“Is the salary/cash compensation I forfeit going to be made-up (and then some) in a reasonable amount of time?”)

Because I am now an “owner” (“investor”) in this company (seeking to boost stock value. i.e. company value), I presumably have strong incentive to help the company thrive.

This includes being diligent and helping avoid risk, helping to find and fix problems everywhere, as well as going above and beyond my “job description” to help the company thrive and grow. I am super-diligent and respect and protect the company’s assets, reputation and product/service quality.  I treat this as “my” company.

In short, as an owner-employee (at any level), I understand that I have to “have the company’s back” and that others in the company “have my back.” We all watch-out for one another.  Our stock positions fairly and accurately reflect our contributions and risk “investments” we’ve made in this venture.

If the workers and/or the exec team come to disrespect, disbelieve or ignore this social contract, the company is lost.

Option Sanity ratifies the social contract

Come visit Option Sanity for an easy-to-understand, simple-to-implement stock process.  It’s so easy a CEO can do it.

Warning

Do not attempt to use Option Sanity™ without a strong commitment to business planning, financial controls, honesty, ethics, and “doing the right thing.” Use only as directed.

Users of Option Sanity may experience sudden increases in team cohesion and worker satisfaction. In cases where team productivity, retention and company success is greater than typical, expect media interest and invitations as keynote speaker.

Flickr image credit: Kevin Spencer