HN Explorer

Ask HN: Seed investor wants 15% plus 15% esop for $2m. Thoughts?

6 points by bloniac ↗ HN
Does this sound ok as a seed deal?

They also want single trigger acceleration.

I’m assuming there’s really no scope to negotiate any of this with the investor.

17 comments

[ 3.4 ms ] story [ 50.1 ms ] thread
neximo64
What does 15% esop mean that you carve out an esop, who takes the esop, you and your team?
bloniac
Hmm I’m not sure I can’t see it explained on their website, presumably for employees.
verdverm
You will be expected to give early hires equity, this is the pool for that and is very normal. It usually comes before the investor such that ESOP allotment does not dilute their shares in the given round. 10% ESOP allotment per round is a good rule of thumb
nickfromseattle
10% per round?

Seed - 10% ESOP?

Series A - 10% ESOP?

Series B - 10% ESOP?

Total = 30% ESOP?

verdverm
Yes, but you typically increase the supply of outstanding shares from the authorized pool rather than subtracting from the original pool. This is typically how the shares for investors work as well. So of you have 100 shares, you will create 10 for employees and then 11 for the investors, assuming both get 10% (11 is 10% of 110)

At each round, you allocate the same amount but it goes to more people so they each get less.

If you are concerned about dilution then you should probably avoid external investment. If you are successful you will typically end up with less than 20% of the company as founders, split amongst you

muzani
That actually makes more sense. I used to do 35% from the start and it seemed weird to set it aside for people who won't come in for a while.
orbz
10-15% carve out for ESOP is pretty standard from what I’ve seen. 15% for $2MM also is giving you a $13.3MM (repeating of course) valuation which no one can really speak to without further knowledge of your metrics.
bloniac
But on the face of it these terms don’t seem onerous or unusual or would raise a red flag for the founder?
orbz
Not particularly raising any red flags from this but there’s still a ton of stuff not mentioned. Some questions the founder should ask themselves: Are they asking for a board seat? Are they going to be able to help out beyond just money? Do they want pro rata for follow on rounds? What’s the liquidation preference? Are there other strategic investors you’d want in on this round?
phekunde
A noob question: what does "Do they want pro rata for follow on rounds?" mean?

Please could you give some examples?

adventured
Broadly it means that the (in this case) seed investor gets to invest in following rounds at the same price as the other new investors, and the pro-rata means they have the right to maintain their ownership percentage as the rounds go on (if they choose to participate). The exact structure often varies from one deal to the next, you can structure that concept in numerous ways. The gist of it, though, is that the seed investor gains the right to participate in the next rounds at their discretion and typically at prices matched to whatever the next investor is getting in at (usually there is not a discount applied, although I've seen VCs reach for that), and also often with the ability to maintain their seed round ownership percentage.

Why does that exist? Primarily so the early investor doesn't get locked out of increasing and or maintaining their participation in a home run outcome. If the early bet turns out to be a great one, it enables them to maximize their potential return. Seed investors will often get diluted quite heavily over time, so that also enables them to offset or eliminate that consequence. They can continue to retain a sizable ownership stake, rather than passively watch as their 10% stake dwindles down to 1%; if they choose to, they could keep the 10% by maxing out their participation rights. Sometimes the structure dictates the pro-rata rights are only for one round, sometimes it applies perpetually. The details can all be negotiated.

phekunde
Thank you for the detailed explanation!
rogerkirkness
ESOP is often at least loosely correlated with round size. You can always increase it, but there's some dilution benefits to pushing for a smaller obligation. I would probably go back (given the target ownership) asking for higher cap and 10% esop. Everything is negotiable.
muzani
$2m for seed seems like a good deal for any amount of equity. At least for software.
verdverm
Seed rounds are getting large. Competition for employees is high meaning you need more capital to work with
TechBro8615
The 15% ESOP is likely negotiable – have they included a side letter so they're undiluted by this pool? If so, it's in their interest to make it as big as possible now, so that they don't get diluted by you growing it later.

(Also, everything is negotiable if you get another offer – I would recommend focusing on that.)

abarrettwilsdon
All of these are standard terms.

Establishing a (standard sized) ESOP is good for the company long term.

If you would like better/different terms, you'll need at least one other firm to offer you a term sheet as leverage.