How to Get the Best
Stock-Option Package


By JOANN S. LUBLIN
Staff Reporter of The Wall Street Journal

From The Wall Street Journal Online

Imagine that a new dot-com with the web's next killer app is begging you to join its executive suite. The salary offered is a pittance, but everyone knows the real money isn't in your paycheck. It's in the future payoff from the options package you negotiate.

What kind of package should you ask for? Here's some advice based on interviews with nearly a dozen pay specialists, executive recruiters, venture capitalists and Net business leaders:

Know what you're worth and what the dot-com can afford. Check out the plethora of executive-compensation surveys prepared -- some of which are available from pay-consulting companies at no charge -- even though results range widely. Nonfounder CEOs, for example, typically collect options to buy between 4% and 6% of an Internet startup's shares when they join before an initial public offering, SCA Consulting reports. A study by rival William M. Mercer Inc. pegs the median figure for the same job at 4.19%. SpencerStuart recruiters believe the range is 5% to 8%.

Swap cash and options for other sweeteners. As an aspiring internet optionaire, you face a salary cut of up to 50% -- especially if you're leaving a traditional big corporation. Yet you might end up richer if you also take fewer options in exchange for a cheaper exercise price.

James Citrin, co-managing director of SpencerStuart's global Internet practice, tells of one net startup that balked when an attractive CEO contender requested 8% of the equity as his options stash. The media-industry venture has now countered with a 5% stake at $12 a share, $6 less than its shares sold for during the first financing round -- plus immediate vesting of the options, a rare perk.

Seek guarantees of future option grants. For example, a potential business-development head was trying to persuade a West Coast dot-com that he should get a 0.75% stake after snaring three deals and another 0.75% if those contracts improve the outcome of the company's next financing round, according to a source close to the company. But some board members there want to set the performance bar higher before granting either option award.

Push to protect your options against dilution. You want your would-be internet employer to keep your stake from shrinking following subsequent financing rounds, because that could dilute your options' value. "Whatever deal you cut could be reduced to almost nothing" as more investors come aboard before the young venture goes public, says Jim Reda, an Arthur Andersen compensation consultant in Atlanta.

Few executives have enough clout to obtain significant antidilution protection, however, because selective guarantees can hurt morale. "Every employee wants the same [protection] as do the investors," observes Kevin Kimberlin, chairman of Spencer Trask & Co., a New York venture-capital firm with investments in about 10 Internet businesses. "You're cutting up the pie until there's nothing left," he continues. "It's not a way to build a company."

Avoid losing your stock options on the way out. The best deal? You get to exercise every stock option immediately if you lose your position following a takeover or simply quit because the job didn't suit you. But many startups oppose accelerated vesting of options. "Venture capitalists want to make sure there are handcuffs to lock in people" as long as possible, says Robert Salwen, president of consultants Executive Compensation Corp. in New York.

 

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