Commercial control and priorities / Lesson P04

Is 1% startup equity good? Questions to ask before valuing an offer

Whether 1% startup equity is good depends on the instrument, what the percentage is calculated on, dilution, vesting, the rights attached and realistic exit prospects. One per cent could be a great offer or a poor one. Ask for the plan rules and offer documents, and don't judge it by the percentage alone.

By the end, you should be able to

  • Separate a headline percentage from the rights actually offered
  • Understand dilution through simple arithmetic
  • Prepare specific questions for qualified advisers

One per cent sounds precise. It may not be.

Before comparing the percentage, ask what you are being offered. Shares, options and a contractual bonus linked to company value are not interchangeable. An option may give you a right to buy shares later under particular conditions. It is not the same as cash in your account.

The documents matter more than the conversation about how large the company could become. Employee share arrangements can also have specific Australian tax consequences. Check the current rules and obtain advice for the actual scheme.

Ask what the denominator includes

A percentage only makes sense beside the total it refers to. Does the stated ownership include existing options, convertible instruments and a planned employee pool? Is it expressed before or after an expected fundraising round?

Request the number of instruments offered and a clear explanation of the fully diluted calculation. Do not assume two offers using the same percentage use the same denominator.

An illustrative dilution example

Suppose a company has ten million shares on a simplified fully diluted basis. Your entitlement is one hundred thousand shares, equivalent to 1%.

The company then issues 2.5 million new shares. Ignoring other changes, your one hundred thousand shares become 0.8% of the 12.5 million total. The number you hold has not changed. The denominator has.

This is an arithmetic example, not a forecast or a claim about standard deal terms. In real arrangements, conversion terms, option pools and different share classes can change the calculation.

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