{"id":30,"date":"2007-12-15T09:22:24","date_gmt":"2007-12-15T13:22:24","guid":{"rendered":"http:\/\/blog.payne.org\/2007\/12\/15\/the-risks-of-non-employee-common-stock\/"},"modified":"2020-07-20T09:49:38","modified_gmt":"2020-07-20T09:49:38","slug":"the-risks-of-non-employee-common-stock","status":"publish","type":"post","link":"https:\/\/payne.org\/blog\/the-risks-of-non-employee-common-stock\/","title":{"rendered":"The risks of non-employee common stock"},"content":{"rendered":"<p>I&#8217;ve done advisory projects that have included common stock as part of the compensation. And I&#8217;ve learned the hard way that the common stockholders are the last to get paid, and it&#8217;s even worse if you&#8217;re not an employee.<\/p>\n<p>Every company goes through ups and downs. Even successful companies may have a &#8220;down round&#8221; along the way, where the existing stockholders get crammed down by investors (existing and\/or new). The usual mechanism for this is anti-dilution protection, which protects existing investors if there&#8217;s ever a follow-on round at a lower valuation. Or, if the company is in a really tough spot, a new investor will insist existing investors convert their preferred stock to common, before investing at some rock-bottom valuation.<\/p>\n<p>The net effect is that common stock holders take a massive dilution hit (say, like 95%). Now, the investors realize that employees need meaningful ownership, so they will &#8220;re-up&#8221; everyone with grants to get to a reasonable percentage. This ownership may be more or less than the pre-dilution percentage, based on how important the company feels the employee&#8217;s contribution is. The re-ups almost always start vesting over again, so the founders (vs the developer that was hired a month ago) get hit the hardest &#8212; their clock is reset.<\/p>\n<p>And if you&#8217;re a non-employee, you&#8217;re totally screwed. I&#8217;ve never seen a company re-up anyone who&#8217;s not integral to things going forward (and you can&#8217;t blame them).<\/p>\n<p>There&#8217;s nothing you do about this, other than to factor it into your thinking about stock compensation for a consulting or advisory project.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>I&#8217;ve done advisory projects that have included common stock as part of the compensation. And I&#8217;ve learned the hard way that the common stockholders are the last to get paid, and it&#8217;s even worse if you&#8217;re not an employee. Every &hellip; <a href=\"https:\/\/payne.org\/blog\/the-risks-of-non-employee-common-stock\/\">Continue reading <span class=\"meta-nav\">&rarr;<\/span><\/a><\/p>\n","protected":false},"author":1,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[4],"tags":[],"class_list":["post-30","post","type-post","status-publish","format-standard","hentry","category-entrepreneurship"],"_links":{"self":[{"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/posts\/30","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/comments?post=30"}],"version-history":[{"count":2,"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/posts\/30\/revisions"}],"predecessor-version":[{"id":794,"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/posts\/30\/revisions\/794"}],"wp:attachment":[{"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/media?parent=30"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/categories?post=30"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/payne.org\/blog\/wp-json\/wp\/v2\/tags?post=30"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}