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This whole thing is strange to me. It's targeted at software engineers, and the dominant theme is that you should be wary of toxic positivity and a number of specific indicators that you should be able to see from your desk as an engineer. The discussion in here is also focused on that.

But if you are an early employee with equity, you are not just an engineer. You are, figuratively, a shareholder. One of the reasons they give you stock options as opposed to actual shares is that shareholders have a ton of rights against companies, and can e.g. sue for investor fraud, vote the board out, get quarterly reports with financial & performance statements therein backed by federal law and the threat of investor fraud lawsuits. You, on the other hand, are given the financial exposure to the company's performance without any of the attached rights. And they will happily lie to you in order to keep you happy & get you to project enough positivity to hide flaws & keep outside investment flowing until it all collapses.

So as an employee, you should be trying to claw back some of what being a shareholder would get you, given you are so heavily exposed. I've worked at companies where there is a monthly meeting, nearly everyone present, where the entire company's business position, prospects and challenges are discussed openly. The employees (largely) didn't even have equity. Any cracks (like an imminent complete collapse in the next three days) would show very early on, but there were none, because the employees were empowered to do something about any challenges.

So, yes, there are warning signs, and your response isn't a binary choice between staying and leaving. I would like people to come away with a better model of this than "if they are hiring exclusively from big tech, that's a red flag, get out of there". You can demand more transparency if you know what transparency looks like. If you are content to sit at your desk and happily churn out React components, satisfied with management sending enough emojis at you via slack, then you can't protect yourself at all.



This is an excellent post. I've worked at 4-5 different startups over the past 22 years with a range of exits including shutting down and getting laid off, 3 acquisitions while I was still at the company, and one acquisition after I left but had kept my equity. They all existed on a spectrum between what Fast sounds like and what you're talking about with "extreme" transparency.

You want to be at the company where the CFO gets up at the monthly all hands and goes over the numbers in gory detail and doesn't hold anything back. You do not want to be at the cargo cult company where they get up and cheerlead and never talk about numbers. It took me a shockingly long time to figure this out.

In the end the stock gains have all been in the periods where I didn't work at startups but instead worked at public companies. Go figure.


Also --

"Toxic positivity" and ISOs/rights:

ISOs nominally give you "ownership" in the company, an extra incentive to make sure it succeeds. But you lose them within some time period after you leave (say, are fired), and there's no way to sell them during that time unless the company has gone public. So this thing that's supposed to make you an "owner" just makes you a hostage. It does not motivate you to take risks on behalf of the company, and it does not motivate you to speak the truth.

If they couldn't take it from you, then you'd speak the truth.


The reason they give options is that giving out stock basically forces an early IPO due to the 500 employee rule.


TIL it's actually 2000 shareholders as of 2012. https://www.investopedia.com/terms/5/500-shareholder-thresho...


Also, the taxes for RSUs doesn't work. Say the pre-IPO stock is worth $3 right now, and a good exit is $10. I'll need cash to pay taxes on those RSUs as they vest. Their current market value should greatly exceed my salary as IPO approaches, but even at $3, the taxes on the RSUs are likely to be 25-50% of my post tax cash income. With 33% effective tax on the income, paying another 50% tax for the RSU vest means my effective tax rate would he 66%. Compensating for by increasing salary would increase the company run rate, and would bump many employees into the 51% tax bracket, so their marginal rate would be something like 75%.


I think options will trigger this as well, this is where the “double trigger” rsu came from.


As in, if a company as 500 (now 2000 I think) options-holders, the SEC will start regulating them as if they're public? I don't think that's true?

Double-trigger RSUs are AFAIK just a way to avoid paying taxes on illiquid assets. The reason to shift from options to RSUs at all is (I think) that once the company's FMV gets high enough, the strike price and taxes due for the options will be so high that employees won't be able to afford paying them if they leave the company.


No but companies don’t want to risk that 2k of the options holders might exercise and force the issue so it’s functionally the same.

I thought it was common knowledge that fb started the double trigger thing to avoid this limit, and I heard something similar when a startup I was in converted options to RSUs.




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