Founders face a recurring question that feels part math puzzle, part dating dilemma: how much equity and how much cash should you offer to win great people without harming your runway or your cap table? The offers you craft today will shape culture, pace, and control tomorrow.
In a noisy world of opinions, it helps to take a practical, straight talking approach that blends risk, morale, and taxes. If you already work with startup consulting, you know the broad contours, but the devil lives in the tradeoffs that govern hiring, retention, and investor confidence.
Equity is an ownership promise that asks a candidate to trade certainty for potential upside. Unlike salary, it is volatile in value and slow to realize, which is exactly why it shines when you cannot match big company cash. Equity says two things at once. It says the company wants real alignment. It also says there is not enough cash to pay everyone market rates yet. That double message is fine if you explain it clearly and attach the right mechanics.
Most early teams use stock options because they are simple to grant, easy to explain, and let employees decide when to exercise. Options can be incentive stock options for employees or nonqualified options for everyone else.
As companies mature, many shift to restricted stock units to reduce exercise headaches and tax surprises. Some teams add purchase plans for broad participation. Choose instruments that match your stage, your valuation discipline, and your appetite for administrative complexity.
Standard vesting is four years with a one year cliff, then monthly or quarterly vesting. That schedule rewards commitment and discourages quick exits that bloat the cap table. Refreshers are grants given after one or two years to retain strong performers whose initial options have become more about sunk costs than future gains. Without refreshers, star contributors can drift toward competitors who promise a fresh equity story with a shiny new grant.
Cash is about stability, predictability, and immediate life needs. People pay rent with dollars, not fully diluted percentages. Underpaying for too long moves your team into financial stress, which leaks into quality and speed. Overpaying reduces runway and can lull people into believing the company is safer than it is. Cash choices are never just numbers. They are signals about risk, urgency, and how the company treats day to day reality.
A healthy offer considers your runway in months, your burn trend, and your fundraising plan. If your runway is under a year without clear milestones, leaning on equity while keeping salaries modest can be prudent. Once your metrics are credible and your next raise seems likely, lift cash toward market ranges. Tie raises to hitting plan, and state that policy plainly. Consistency builds trust and prevents ad hoc exceptions that breed resentment.
Certain roles cannot accept much risk because of family obligations or because the talent market is tight. Security engineers, seasoned finance leaders, and senior recruiters often require closer to market cash. Paying up does not betray your scrappy DNA.
It protects the company from security holes, messy books, and slow hiring that costs more than the extra salary ever will. The trick is to make exceptions explicit so they do not turn into myths about who is valued.
The right equity to cash mix changes with stage, role, and competition. Seed teams often set salaries at lean levels and grant chunky options. Series A and B move salaries toward market medians while keeping meaningful equity for impact hires. Later stages inch up cash and reserve equity primarily for leadership, specialized roles, and refreshers. If a competitor is waving lavish cash, you can counter with influence, scope, and a clean path to promotion.
At idea or pre seed, your leverage is mission and learning. Offers lean toward equity and flexibility. At seed, tighten the story with clear milestones and a 409A valuation so candidates can estimate value.
At Series A, formalize leveling and equity bands so offers feel fair rather than improvised. By Series B, refreshers and promotion paths are the retention engine. As you approach late growth, use cash to compete with public companies while keeping equity for those who move the needle.
Compensation is a culture amplifier. Heavy equity tells people the future matters more than the present. Heavy cash tells people certainty is prized. Neither is automatically better. The danger is sending mixed signals.
If you brag about extreme ownership while backloading equity for a tiny few, people will notice. If you pay generously in cash but refuse to fund tools, people will notice that too. Align your philosophy and your day to day choices or prepare for eye rolling in one on ones.
Comp is thrilling until tax season arrives. The structure of a grant can be the difference between a happy employee and a surprise bill. You do not need to be a tax lawyer, but you should respect the basics and know when to call one. Put someone thoughtful in charge of the plan, and keep documentation tidy enough that future you will want to hug present you.
Before granting options, get a 409A valuation from a reputable provider. This defends strike prices and protects employees from penalties. Keep it fresh when you raise or hit material milestones. Auditors and acquirers will ask for the paper trail. If you shift to RSUs, coordinate with finance so the accounting reflects fair value at grant and does not create surprises near an audit.
With options, employees decide when to exercise. Early exercise with a proper election can start the capital gains clock, but only if local rules allow. RSUs typically settle on vest and trigger income, which means the company must manage withholding and sometimes sell to cover programs. Explain these realities in plain language long before vesting dates sneak up. Education beats last minute Slack messages full of panic.
Hiring across borders multiplies complexity. Equity plans may not be recognized or may require local filings. Some countries prefer cash bonuses that track equity value. Remote policies should be explicit about what happens if an employee moves. Surprises lead to resentment. Clarity builds trust and spares your finance team from late night spreadsheet archaeology.
Compensation conversations can feel tense, but they do not have to. People want to feel respected, informed, and treated like adults. You can deliver that without giving away the store. Prepare explanations, not just numbers, and aim for outcomes that people can describe to a friend without rolling their eyes.
Your offer should translate percentage into potential share counts, note current capitalization, and highlight what would happen in plausible exit scenarios. Avoid rosy fairy tales. Provide a simple calculator so candidates can model outcomes at different valuations and dilution levels. Include vesting, cliffs, refreshers, and a concise tax overview with links to clear resources. Clarity makes no one poorer and often makes the yes arrive faster.
Candidates will ask how you chose the numbers. Share the bands and how the role leveled. They will ask about future grants. Explain your policy and timing. They will ask about dilution. Outline expected pool increases across rounds so no one is shocked when the plan is refreshed. Each clear answer adds trust points that matter more than a few basis points and keeps rumor mills from doing your job for you.
You do not need magic numbers, but you do need guardrails so every offer does not become a bespoke art project. Guardrails keep the cap table healthy, prevent inequities, and reduce backchannel drama. Publish them internally, revisit them twice a year, and hold the line unless something truly exceptional appears.
Executives often command meaningful equity, but grants should reflect stage and risk. Early leaders may hold low single digits that shrink with each round. Later hires get smaller slices because the risk has dropped. Tie refreshers and bonuses to durable results, not short term heroics. That keeps incentives aligned and limits entitlement, which can grow faster than your monthly active users if left unchecked.
For engineers, designers, and product managers, set bands by level with overlap that rewards unusually strong candidates without breaking consistency. For rising stars, reserve a promotion pathway with a defined equity bump. Meeting expectations should feel fair. Exceeding them should feel exciting. Keep your philosophy documented so managers can make offers without reinventing the wheel every Friday at 5 p.m.
Compensation intersects with fundraising in obvious and subtle ways. Investors look at burn, headcount plan, and equity pool strategy to judge discipline. Acquirers look at vesting schedules, outstanding options, and the health of plan administration. The cleaner your plan, the easier diligence feels, and the less time you spend hunting for signatures.
Enter each round with a clear ask for the option pool. Explain how many hires it supports by level and for how long. If you under ask, you may face a sudden top up that dilutes everyone at a worse moment. If you over ask, you signal fuzzy planning. Share the logic with the board and treat pool sizing like any other forecast, not a mysterious ritual.
As companies mature, limited secondary sales can relieve pressure without distorting incentives. Keep them small, tie eligibility to tenure and performance, and explain the rules early. Surprises breed rumors. Clear policies build loyalty during the long march to liquidity and keep people focused on building rather than speculating in the kitchen line.
Equity and cash are not rivals. They are ingredients you mix to reflect risk, stage, and the truth about your business. Use equity to align and inspire. Use cash to create stability and speed. Explain the tradeoffs, set guardrails, and keep the paperwork clean enough that your future self will applaud your past self. When in doubt, choose clarity, consistency, and a plan you can defend in front of candidates, investors, and your own team.