Real Offer Example

Engineering Manager at Seed-Stage Startup

Actual offer breakdown: $170,000 base salary plus 25,000 stock options (0.25% ownership). See total compensation and potential equity value.

📋 Offer Details

Role Engineering Manager
Company Stage Seed
Base Salary $170,000/year
Equity Grant 25,000 options
Strike Price $0.75/share
Current 409A $2.00/share
Ownership % ~0.25%
Location Austin, TX

📊 Total Compensation Analysis

Equity-to-Salary Ratio at Reasonable Exit
0.9×
At a $7/share exit in 5 years, your equity is worth $156,250 before taxes.
Fair Market Typical for Seed-stage Manager

Breakdown:

  • Annual base salary: $170,000 (fair for Seed Manager in Austin)
  • Current option spread: $31,250 (25,000 × ($2 - $0.75)) — paper value today
  • 5-year exit value (30% growth/year, 25% dilution): ~$156,250 before taxes
  • Total 5-year compensation: $1,006,250 ($850K salary + $156.25K equity)

🎯 Exit Scenario Projections

Exit Outcome Share Price Equity Value Total 5-Year Comp
Modest exit $4/share $81,250 $931,250
Reasonable exit $7/share $156,250 $1,006,250
Strong exit $14/share $331,250 $1,181,250

*Assumes 30% annual growth in 409A, 25% dilution from future rounds, 5-year horizon.

🔍 Market Context & Negotiation Tips

How this compares:

  • Salary ($170K) is fair for Engineering Manager at Seed stage
  • 0.25% equity is within range for Manager at Seed (0.15%–0.5%)
  • The equity-to-salary ratio of 0.9× reflects balanced compensation
  • Seed stage = 20–40% dilution risk per round — your 0.25% could shrink significantly

If you get this offer, consider negotiating:

  • Ask for more equity: "Given the management scope and the early-stage risk, could we bring the grant to ~30,000 shares (0.3%)? That would align better with manager benchmarks at Seed."
  • Request a refresh grant: "I'd like a one-year refresh grant to maintain my ownership through future dilution."
  • Discuss reporting and scope: "Can we clarify the scope — will I be building the team from scratch, and what's the expected headcount by year one?"

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