Start-Up Accounting - Employee Equity Compensation

Hi Elizabeth:
Would love to help, what are the specific questions you 'd like some thoughts on?

1. How to book the transaction?
2. Blogs on start-ups or stock options or other?

Look forward to learning more about what sounds like a cool opportunity!

Elizabeth, basically the J/E is debit compensation for the salary and credit additional pid in capital. Then take the dollar compensation for everyone and divide by the warrant issue price to get the number of warrants.

Something to keep in mind, it caught my eye in your post, is that you are effectively pricing your shares even though it's not clear that you have a firm pre-$ valuation from angels. I may be reading this wrong, and if so my apologies, but it sounds like you have a pre-$ valuation in mind that you have been pitching but not consummated. Share prices for private company equity are typically based on a 409a valuation done either internally based on a fairly rigorous valuation process, or it is, far more frequently, done by an unaffiliated third-party valuation firm.

Search Proformative for "409a" and you will find tons of info on the process and what it means. However, when you give shares as compensation and the share values can be directly linked to a consistent $/share, you are effectively pricing the shares in a market you have created. That is, in an arm's length negotiation, these multiple folks have agreed to take, pulling a fake number here, say $.10/share. Thus, for every dollar of compensation they forego you are paying them 10 shares. You have just priced your stock at $.10/share.

I note this b/c the value of stock in an early stage company is a very important thing, and by pegging that value via these deals with employees or consultants you may be doing something you don't intend to do. I would simply suggest you read up on this a bit and make sure you are doing this advisedly. If you have more questions, just ask them on Proformative.

Elizabeth, it sounds like you are creating significant and unnecessary tax liabilities for the founders. Here's the way this is normally done . . .

After incorporating the company, sell stock to all the founders at a zero or near-zero pre-money valuation. The company's an empty shell at this point, so it's worth only what the founders put in. Say, a tenth of a cent ($0.001) per share. BUT, sell the stock under a restricted stock purchase agreement that gives the company the right to repurchase the stock at the original issuance price if the employment (or contractor) relationship is terminated for any reason. Typically that repurchase right expires (and from the founders perspective, the stock "vests") over a 3-5 year period. Nothing vests for 364 days, then 20% vests at the 1 year mark (with 5 year vesting), then 1/48th vests each month for the following 4 years.

The REALLY IMPORTANT thing is to file an 83(b) election with the IRS within 30 days of the purchase stating each has purchased the stock at fair market value.

Now no one owes taxes on a grant, no one owes taxes as the stock vests (thanks to the 83(b)), and if anyone leaves or otherwise doesn't work out (i.e. they're fired), the remaining founder team isn't diluted by dead weight. And you have a founding team that is highly incentivized to build the company.

This is a pretty tried and true formula for technology startups. There are always nuances so find an attorney who spends at least 50% of his life working with startups and venture deals and he'll walk you through it all. Here's a post to get you started: http://walkercorporatelaw.com/startup-issues/founder-vesting-five-tips-for-entrepreneurs/

Good luck with the startup!

Wow! Thank you. We're clear on what we want to do ... just need to make it happen.

I'm delighted that I joined Proformative.

Elizabeth, if you are looking for more information around who gets equity/how much, you might want to look at Fred Wilson's blog www.avc.com, specifically his April 19 post with video on a seminar he taught.

Elizabeth - I just read an interesting article by Theran Welsh regarding phatom stock plans that may help also. It is rather lengthy and in a print-only publication. The contact email, however, is [email protected]. Article is "Gains from Phantom Stock Plans"