Efficiently Pricing Your Equity

Understanding What Your Startup Equity is Really Worth

There's a lot of early-stage employees out there asking, "What's my equity worth?" And a lot of useless responses:

Instead, let's build an "objective" model -- relying on how the most sophisticated players in the game — the investors — value it.

The naive approach is just multiplying your_shares * preferred_price_per_share. By that math, most startup offers will look like crap compared to a FAANG package. In reality, factoring in all the inherent advantages of early-stage equity backed by top VCs, the equity grant is worth over 4x that naive calculation.

Why? There are three key factors:

1. High Expected Returns (The Asset Class Premium)

Startups are risky and illiquid. To compensate for that, the asset class as a whole must generate high returns. Top VC funds, the ones that set the market price, target ~30% IRRs for their portfolios1, which is far beyond the public markets. Your own return (the IRR over a portfolio of startup attempts) is a bit lower given the preference stack, but not by much. We'll make it 28% conservatively.

2. The Ability to Quit

While the investor must put in their funds at the one-time capital call, as employee, your decision to invest and continue vesting your typically 4-year equity grant is a continual decision. That is, you can recall your "investment" by quitting, unlike investors.

That is your equity investment is more like a call option. And more volatility means the call option is more valuable. To see why, think of a simplified binary model:

3. Much Lower Taxes

With the Qualified Small Business Stock (QSBS) incentive, if you invest (including with your human capital!) in businesses with under $100M in assets, your first $15 million in capital gains are federally tax-free if you hold for 5+ years. That's a 0% rate, compared to FAANG RSUs that are taxed as ordinary income (~40% federal + Medicare) or for non-QSBS equity/ISOs/NQSOs, long-term capital gains (23.8% federal + NIIT). This tax shield can raise your post-tax compensation by 80% or so in California.

1 This 30% includes cash drag - their IRR of actual invested capital is actually slightly higher - which pushes the employee numbers higher. However, as VCs hold preferred stock with liquidation preferences while employees hold common stock, this effect is slightly more than cancelled out - in my modeling employee IRR is around 28% over a portfolio of repeated startup attempts.

This calculator models your equity's value by combining these three factors. It calculates your risk-neutral upper bound, ignoring any discounting you may apply given your own risk-aversion.

Note: You should use this calculator as a comparison tool between different offers. Just at the headline "Adjusted Total Compensation".

Some presets to get you started:

Play around with it!

Understanding Different Types of Equity Compensation

The type of equity you receive dramatically affects both the tax treatment and economic terms. Here are the main types:

Restricted Stock Units (RSUs)

Stock Options (ISOs/NQSOs)

Technical Details

We assume California tax rates and Federal tax rates are calculated using your presets.

To handle the equity returns, factoring in higher expected returns and ability to quit, we produce a very simple model for an upper bound:

Deriving k and p from Volatility (σ) and Equity returns (μ)

The two possible arithmetic returns are -100% (or -1) if the value goes to 0, and k-1 if the value goes to k. The expected returns (μ) constraint the relationship between p and k

μ = p * (-1) + (1-p) * (k-1)

Volatility is the standard deviation of returns. We'll use variance (σ²) to make the math cleaner.

Variance (σ²) = E[Return²] - (E[Return])²
E[Return] is μ by above
E[Return²] = p * (-1)² + (1-p) * (k-1)² = p + (1-p)(k-1)²

So, the variance equation is:
σ² = (1-p)(k-1)² + p - μ²

Then with these two equations, we can calculate the upside multiplier k and odds of failure p as a function of your provided μ and σ

k = (1+μ) + σ² / (1+μ)
p = σ² / (σ² + (1+μ)²)

Note that in the inputs, you provide annualized μ and σ. To solve p and k, these are linearly scaled by your decision timeline and the equations above are used.

Repeated attempts

Your overall expectation for your 4 year vesting schedule is higher than the expectation on the stock. With probability (1-p), you get the upside multiplier and continued returns at the expected return over your remaining vesting period. With probability p, you lose all your "investment", but try again with a new package that covers the unvested time. Thus, the overall "returns multiplier":


# Definitions
remaining_time = vesting_time - decision_timeline
remaining_time_ratio = remaining_time / decision_timeline  

# Recurrence relation
returns_multiplier = (1 - p) × k × μremaining_time + p × returns_multiplier × remaining_time_ratio

# Final closed-form expression
returns_multiplier = k × (1 - p) × (1 + μ)remaining_vesting_time / (1 - p × remaining_time_ratio)