Early employees and the art of equity distribution

This article is the fifteenth in the Startup Series on FirstPost’s Tech2 section and first appeared on May the 10th, 2017.

As a professional and an advisor, I have been on both the founder’s and the early employee’s sides of the question of equity for early employees.

In an early stage venture, equity is an idea, and equity distribution an art rather than a hard science, regardless of how much algorithmic formula type advice you find floating on the web or from well-meaning people. At an early stage, both founders and early employees are driven by the vision and the possible value creation from realising that vision. Both sides need preparation and clarity on their best number, their best alternative to a negotiated agreement (BATNA), and their respective exit strategies.

This column draws upon the several startup situations I have been or advised in and covers some essential considerations in such a discussion.

For her part, the founder sets aside a pool of X percent equity, from which early and later-but-crucial employees, and members of advisory board etc., will receive shares. Some of this X is designed to be given away as restricted stock, which is “granted” or “given”, and other as stock options, which must “vest”. The founder should have at least a rough plan for using this pool, with clear ideas on how the cliff, vesting, clawback etc may work. If she is unable to find how other startups are thinking about this, she may be able to get advice from an experienced startup lawyer, whose role in a startup has been discussed in earlier columns in this series. I have experienced at least one situation where creating the pool was an afterthought and created avoidable friction among the co-founders.

Often early employees are advised by well-meaning mentors to demand a percent of equity and not budge. Equally, founders are advised to make a fixed offer and stick to it. Both of these are poor advice. Not only is the making and the accepting of the offer a very personal decision for both sides where formulaic approaches may not work, but negotiation is also normal and an inflexible attitude does not help the situation.

Both stock grant and stock options have different implications for the recipient’s personal taxation and wealth generative situation as well as his “tie-in” to the company. Both may have a cliff, and a lock-in period or vesting schedule. The lock-in is where the founder’s and the early employee’s interests may diverge. The founder wouldn’t want a valuable employee to quit as soon as his options vest, for instance. The potential employee may rightly want to maximise his professional and wealth generative opportunities. The founder should be clear about communicating the terms of such grant or options. The potential employee will have to determine for himself whether the schedule and the lock-in are in line with his vision of his career and life.

It is worthwhile for founders to be transparent about exit avenues being envisioned or developed for the startup, and for early employees to understand those possibilities. In very early stage startups, this can be a fuzzy discussion. But it can be made better by discussing what the company is already doing, what the trajectories are, and what outcomes are feasible. This would enable the potential employee to make up his own mind about whether the offer is appealing enough for the associated risks of accepting a pay cut and the uncertainties that come with a startup.

Who drives the process? Here is some advice specifically for the potential employee. Unless you are an absolutely crucial hire, the founder will get distracted if the negotiation carries on too long. In a start-up, there are always more important things to do than discussing your specific situation ad nauseam, so you have to be the one driving the process. It would be wise to agree on a date to close an agreement. This is just a practical pointer. Sometimes we can get so hung up on the maths that we forget to have the actual conversation.

Finally, if things do not work out, it is worth remembering that walking away is a valid option for both the founder and the potential employee.

Leaving on good terms may earn the startup a friend and there may be a chance to engage again sometime in the future.

Losing and finding your mojo as a founder

This article is the fourteenth in the Startup Series on FirstPost’s Tech2 section and first appeared on April the 21st, 2017.

The journey of a founder can be exhausting. Those in solid founder teams too don’t just have a collective experience; they also have their own, personal experiences of the founding journey. It is not always easy to be in sync with others on the team, or their level of focus or motivation. Decisions are not always easy to make or consensual. Role cleavage is not simple or trivial, and yet without it, things may start to slow down. Given all this, it shouldn’t surprise us to know that founders often lose their mojo.

An entrepreneur I advise has had several such phases through the years. Helping him work through them has been a lesson in human resilience and the purposiveness that drives founders. Crucially, he has come out of each such phase with renewed vigour and focus. That should give hope to other founders in the same situation.

Building a venture is hard work but also strangely exhilarating. Even the tiredness is satisfying because you know you are building your dream and you cannot wait for the morning to come so another day could dawn and you get on with it. Intrinsically rewarding activities can be quite motivating for founders and others.

But what when you start finding all that work fills you with negative feelings instead of the exhilaration you expect? It is time to ask tough questions, to answer them honestly and to take appropriate action.

One of the more business-related, less soul-searching type, questions to ask is about founder-product or founder-market fit, which is more crucial than product-market fit to the success of a startup, especially for first time founders. This fit could come from the founder’s or founders’ core values, or their commitment to a cause, or their deep interest in the product category. Is it a lack of this fit that is dragging on you? If so, what can you do to change that?

It is also worth thinking about the specific things about your work that take the wind out of your sails and the things that energise you. The founder I mentioned earlier found the CEO responsibilities difficult to balance with the creative aspect of the work he wanted to do. There were also other activities that needed developing and executing but neither did he enjoy doing those nor were they the best use of his time or skills. With some introspection, he identified the need to expand his team to bring in skills that he did not have, and the skills that could be hired in and scaled without needing him to be involved in managing. He also realised he had to get really good at planning and time management so he could fulfill both the roles he wanted to.

Crucially, it is worth delving deeper. If the venture does not really excite you as much as you anticipated at the very beginning, why are you still here, working your socks off? Is it your ego at work? Do you feel beholden to commitments made to others? Do you fear failure? Is it a sense of deontology at work? Are you indulging in sunk cost fallacy? Something else? The founder I mentioned earlier has an overarching commitment to practising and defending certain values with vigour. When he has bad days, we talk over the issues separating the operational niggles from the strategic challenges. The exercise helps him not be overwhelmed and instead focus back with renewed vigour on what matters most to him and the startup.

Last but not the least, building a startup venture is like any long term relationship. There will be good days and there will be bad days. Good days are easy, uplifting, energising. However if you cannot hack the bad days, the relationship will feel toxic and draining. But if the bad days are too numerous and frequent, and overwhelm the good days, it may be advisable to consider quitting altogether.

What happens next?

Most people who quit a really bad relationship don’t “fall in love again” without a shed load of hard work either by themselves or in therapy. Founders who quit because the bad overwhelms the good may need some time with themselves to understand how to avoid the same fate the next time around. Knowing what sort of person you are is a good and essential first step.

Leadership and the importance of changing one’s mind

Martin McGuinness, former deputy first minister of Northern Ireland and also former IRA commander, died today. I was shocked to learn he was only 66. Shocked because I have known his name since I was a child growing up in India, and had always thought he was much older.

But he wasn’t. In that short life, McGuinness, as many obituaries are reminding us, went from being “the butcher of Bogside” to “brave statesman”. In other words, he changed his approach to finding an acceptable settlement and peace. And he did it in the glare of the public eye.

Changing one’s mind, one’s opinion, one’s approach is an important trait for good leaders. It shows their ability to take on board new information as well as their ability to admit mistakes and course-correct. Not only are these traits indicators of an open mind, they also enable people around the leader to speak truth to power, for the consequences of silence can be many and unwelcome.

Yet we — the press, the analysts writing about companies, the electorate — find it difficult to forgive anyone, especially a politician, who changes his or her mind on an issue.

Not changing one’s mind is seen as a virtue, immortalised by Mrs Thatcher’s punny soundbite “You turn if you want to; the lady is not for turning”, before Mr Blair even tried his hand on the politics of soundbites.

Even the liberal press finds it hard to resist the chance to take a dig when it discusses a change in the direction of travel, a “u-turn“. See, for instance, the Guardian insist Philip Hammond digs in on his u-turn on national insurance for the self-employed.

This bald criticism creates pressure on leaders to be perfect, in-control, and always-right. It is unfair and wrong. And sad, because it demonstrates the rigidity of the electorate and the press pundits, who expect a leader to remain rigid, regardless of circumstances and possible outcomes of the original course.

An open mind is not cynical; an open mind is sceptical, inquiring and searching.

An open-minded voter or commentator does not distrust a change in stance as a knee-jerk reaction. What s/he does or must do is question the reason for the change, without sarcasm or without expecting an abject apology.

Is the change really just political expediency?

Is the change informed by new information?

Is the change driven by a new understanding of historicity, and how one might have been on the wrong side of history due to any number of reasons?

These questions hold good in both hierarchical societies as well as those who see themselves as more egalitarian.

Further, we need to remember that hindsight really is 20/20, and our understanding and memory of history both short and imperfect.

A friend and I were once discussing the leadership of Nelson Mandela. He is often cited in the same breath as Gandhi, who too had his flaws but steadfastly refused to support or choose violence. Mandela however categorically refused to denounce violence as a weapon in the pursuit of his cause. At the time the UK government under Mrs Thatcher was fighting another nationalist cause, which used terrorism and violence as its tools, namely the IRA. The policy of branding both the IRA and Mandela/ ANC terrorists was consistent with the thinking at the time.

As the President of South Africa, Mandela has been on record speaking in favour of luminaries, such as Colonel Gaddafi , the common cause being Africa and their shared identity as Africans. General Suharto was another one accorded high state honours by Mandela while he was a serving President.

Yet over time, the former “terrorist” Mandela came to be hailed as a hero. This shift took more than just one change of heart or mind.

In the United States, the Democrat Bill Clinton, the “first black president of the United States” did nothing to remove Mandela from the US Terrorism Watch list, while the Republican President George Bush signed a bill to change that in 2008. In the United Kingdom, where then-PM, David Cameron, who had once worked under the Thatcher government as a young whippersnapper, publicly noted in 2006 that the Thatcherite policy to brand the anti-apartheid movement terrorist was wrong. Predictably, the latter lead to many wondering aloud if Cameron was a Conservative at all — making one wonder if an extreme form of white supremacism is an essential quality to one being a Conservative in the UK!

But here is the rub. Post Robben Island, in his writings and speeches, Mandela was brutally honest in admitting his errors of judgment, mistakes, and shortcomings.

In other words, Mandela changed his mind too.

As leadership — and indeed, statesmanship — go, there are lessons in here for us all.

Especially in these times, when it is increasingly in vogue to dig in and refuse to consider the damage hard, inflexible stances can do.

Preferably before it is too late.

The governance we need: a reflection

I have had both shared and personal reasons to have spent much of the last year reflecting on the nature of governance around us.

It was a year marked by sharp separation between opposing factions. This cleavage had long been in the making. The divide between the haves and the have-nots was growing with an empathy deficit. The difference between correct and manufactured reportage was lost. The political outcomes of both the EU referendum and the US presidential elections are being seen as a revolt against the soi disant elites, disconnected from the reality of the lives of many.

This is however not just an issue of national politics. A friend of mine informed me that today, January the 4th, the second working day of 2017, is “Fat Cat Wednesday.” Today the FTSE 100 CEO has apparently already earned the average annual salary of an average UK worker, a sum of £28,200.  The UK is one of the most unequal countries in the developed world. Even though the link between CEO pay and performance is “negligible” according to research, with 80% rise in pay delivering only 1% improvement in performance, the pay gap persists and is demotivating to over half the workforce. If we have learnt anything from the political seismic shocks of the year that just turned, we know this is an unsustainable state of affairs.

We are at an historical inflection point whichever way we look.

If governance is all about building stable organisations – whether national entities, for-profit businesses or non-profits, educational institutions or anything else – it is self-evident that we need a different kind of governance.

We need governance that reaches across the aisles and engages, to heal and possibly to collaborate – whether it is Hillary Clinton gracefully attending Donald Trump’s inauguration despite the bitter and personal campaign both fought, or business people such as PepsiCo CEO Indra Nooyi agreeing to serve on the economic advisory council in the Trump administration despite her criticism of the language used for women and minorities.

We need governance to listen and to understand one another’s concerns, which may necessitate learning how the other side uses the same words in the same language to mean different things.

We need governance that may seek efficiency but not at the cost of efficacy, because organisations are not dumb legal entities but living breathing ones, working within the ambit of their wider societal contracts.

We need governance to be anti-fragile, both in its intentions and its recognition of consequentiality of various choices, over time and not just in the immediate quarter that follows.

We need governance that is true, inclusive, collaborative stewardship for all.

If the last line reminds you of Edmund Burke’s view of social contracts, let’s not forget his words which may as well be about the governance we now need: “All that is necessary for evil to succeed is that good men do nothing.”

(Disclaimer: These are my own views and do not reflect the views of the boards of either JP Morgan US Smaller Co.s Investment Trust or BeyondMe, where I serve as a non-exec director.)

Four For Friday (30)

This series took two weeks off due to urgent travels, but we are back now. This week’s readings discuss Purpose and Meaning.

Fast Company interviewed several entrepreneurs who believe they have created businesses that mean something to their customers.

These are not just stories about underserved consumers; these are stories about people who could not get on with their jobs or their family lives because brands were not thinking about their needs. “These are stories shared by millions of people,” Walker says. “We take a very consumer-centric approach to our innovation. It’s not about building it and seeing if they come; it’s talking to them and knowing that they will come.”

LinkedIn’s founder Reid Hoffman writes about the power of purpose at work. Purpose not perks.

According to Imperative’s research, purpose-oriented employees are:

* 54 percent more likely to stay at a company for 5-plus years
* 30 percent more likely to be high performers
* 69 percent more likely to be Promoters on Bain & Company’s eNPS scale, which measures employee engagement and loyalty

So how to find one’s own true purpose? Help is at hand from several corners, as curated by Maria Popova. Here, Paul Graham on the false metric of “prestige”:

What you should not do, I think, is worry about the opinion of anyone beyond your friends. You shouldn’t worry about prestige. Prestige is the opinion of the rest of the world.

[…]

Prestige is like a powerful magnet that warps even your beliefs about what you enjoy. It causes you to work not on what you like, but what you’d like to like.

[…]

Prestige is just fossilized inspiration. If you do anything well enough, you’ll make it prestigious. Plenty of things we now consider prestigious were anything but at first. Jazz comes to mind—though almost any established art form would do. So just do what you like, and let prestige take care of itself.

Prestige is especially dangerous to the ambitious. If you want to make ambitious people waste their time on errands, the way to do it is to bait the hook with prestige. That’s the recipe for getting people to give talks, write forewords, serve on committees, be department heads, and so on. It might be a good rule simply to avoid any prestigious task. If it didn’t suck, they wouldn’t have had to make it prestigious.

A lot of times, pursuing and even re-focusing on one’s own purpose means saying No. No is a full sentence. Here is an interesting, rambling piece by Tim Ferriss who is taking a break from investing in and advising startups, and may do the same for conferences, interviews etc.

To become “successful,” you have to say “yes” to a lot of experiments.  To learn what you’re best at, or what you’re most passionate about, you have to throw a lot against the wall.

Once your life shifts from pitching outbound to defending against inbound, however, you have to ruthlessly say “no” as your default. Instead of throwing spears, you’re holding the shield.

On that business of saying “yes” to a lot of experiments, here is a bonus link — for one year, Shonda Rhimes said “yes” to everything. Here is how it started.

“My oldest sister said to me, ‘You never say yes to anything.’ And by that she meant I never accept any invitations,” Rhimes says. “I never go anywhere. I never do anything. All I did was go to work and come home. And she was right. My life had gotten really small. Once I sort of realized that she was right, I was going to say yes to all the things that scared me, that made me nervous, that freaked me out, that made me think I’m going to look foolish doing it. Anything that took me out of my comfort zone I was going to do it, if asked to do it.”