I felt grateful to have read this book. It’s timely, it’s life-changing, and I believe dynamic equity split is the future of startup equity strategy. Above all, doing start-up is a fun experience, doing start-up with right people is essential, and doing start-up with fairness and integrity as foundation makes the journey much more enjoyable.
One of the best takeaways (amongst many others) from the book:
When we look at the world through only the legal lens we often overlook what is the right moral choice. Pie isn’t equity, it’s a promise. Promises should be kept.
Great quotes
Equity in the business will ultimately reward us for our individual contributions to success, when we get there. So dividing the equity fairly is critical. We need a few rules. The reason we need these rules is simple: Fairness is More Fun.
Success means you do right by those who believed in you. Hopefully, at the end of your start-up, you all will laugh so hard that $ 100 bills squirt out your nose. But even if $ 100 bills don’t squirt out your nose you can all get up, dust each other off, and do it again— this time older and wiser. Slicing Pie is a short book about doing right by those who believe in you.
Equity in your start-up company can be used to pay employees, hire consultants, buy supplies and even pay rent. However, because it has no real value you will have to (1) convince people that it will have a lot of value in the future and (2) provide a logical explanation of how you calculated the amount of equity you are giving them.
In many cases burning a fellow entrepreneur isn’t intentional; it is a byproduct of ignorance rather than a product of arrogance.
Being an entrepreneur requires a great amount of trust and confidence. It requires bold moves and big ideas that change the way people think about life. When entrepreneurs become less confident and less trusting effectiveness diminishes. When they get burned by their partners they do learn, but they learn bad lessons. They learn to spend more time covering their own butts. They learn to spend more time and money writing contracts and agreements. They learn to move more slowly and take fewer risks. They learn to be less like entrepreneurs and more like everyone else.
When two or more people form a partnership it is because they want to share the risk of a new venture. If I hire you to clean my house, we are not partners. I am your employer and you are my employee. If I ask you to be my partner it implies we are going to work together in some way to build value and reap the benefits later on. For instance, I can partner with you to clean someone else’s house and we can split the money somehow.
If you remember nothing from this book, remember this: all pies, and therefore equity, are worth nothing when they are first created. Pies are essentially ideas and ideas are pretty much worthless in the beginning.
At any given time, your company is worth whatever you can sell it for.
At the end of the day, the cash value of your equity is much more interesting than your percent ownership. Notice that while your percentage is shrinking, your wealth is growing.
Grunts are a fountain of ideas for products, ideas for marketing, ideas for sales, ideas for operations. Good employees come to the table with lots and lots of good ideas.
When employees give up and stay, the environment becomes plagued with resentment and low morale. Trust me when I say that these emotions are start-up killers.
The most common mistake entrepreneurs make is slicing the pie before it is baked. In my experience this is what about 90% of people do. They “do the deal” with one another up front because they think it will avoid arguments later on. This is rarely the case. There is always an argument. It may be one-sided and you may never hear about it because the other person left in a huff.
Along with vesting, it is customary for businesses to use options rather than actual equity. Options allow the Grunt to reap the financial rewards associated with equity, but avoid some of the tax implications. When you use options you are essentially keeping track of how you will slice the pie when it’s time to eat. It keeps the pie whole and it keeps your knife clean.
Appoint a Grunt leader Assign a theoretical relative value of the ingredients provided by the various Grunts
Whenever anyone wants to know how the pie is sliced they can ask the leader to perform this cute little calculation for each Grunt:
Contribution of Individual Grunt ÷ Total Contributions from All Grunts = Individual Grunt’s Percent of the Pie
You can do this every day, once a month or whenever you feel like it. This is a rolling pie-slicing plan, meaning that everyone’s theoretical ownership will change on a regular basis. This is okay. The people who put in the most work and provide the most value to the organization will have more pie relative to the others.
On that same note, don’t form a Grunt Fund unless you are a trustworthy person with a genuine interest in treating people fairly.
Time is pretty much the main contribution of Grunts. It is also the most important contribution. Ideas are nothing without people willing to put the time in to turn it into a company with paying customers.
Determining the value of a person’s time, however, can be difficult because people often think they are worth more or less than they actually are. The best way is to determine a realistic opportunity cost for their time. Find out what they could earn somewhere else at a similar job (if they could get the job). Getting the number “right” is less important than making sure it’s fair relative to other Grunts.
Using a Grunt Fund, the value of an individual’s time is based on whatever salary you would have paid them if you had the cash (this is their opportunity cost) times two. You double the amount because they are assuming risk by joining an early-stage start-up.
Next, divide the number by 2000 which will help you calculate the Grunt Hourly Resource Rate (GHRR) I use 2000 hours which is 40 hours per week times 50 weeks per year. This allows for a couple of weeks’ vacation and it gives you a nice, round number to work with. Most Grunts work longer than 40 hours per week but it doesn’t really matter. What is important is that you keep it consistent from Grunt to Grunt.
All Grunts need to keep track of their hours on a regular basis. If a Grunt travels for the company you should calculate the travel time as ½ GHRR while in transit.
In the early days of a start-up founders either tend to be too generous because they desperately need the help or they tend to be too stingy because they are afraid of the future. To get it right, pretend that you have raised enough money to get your company comfortably past your breakeven point and set salaries that would make sense.
You can do this by sitting with the herd and discussing how much time it will take to reach important milestones. For instance, your developer may estimate 80 hours to complete a working prototype. The hours will be accrued only when and if the milestone is met and only up to the agreed-upon hours.
The involvement of these people can vary dramatically and they usually don’t expect to be paid, but giving them pie is fair if they are providing real value. A Grunt Fund can accommodate these people quite nicely as long as their GHRR is fair.
Put this in perspective. If you simply pay people for the contribution they provide you can keep all the pie for yourself. However, if you want to start something from nothing, you are going to have to share it. To recap, the theoretical value of a cash or cash-equivalent contribution a Grunt makes is the amount of the contribution times four.
Cash can be taken into the company as a loan to create a “Well” of money that can be drawn from as needed. Only when the money is spent will it be converted to pie. This aligns the incentives of the investor (who wants to reduce risk) and the Grunt (who wants to be smart about how they spend. With a Well, Grunts can take sips of cash when needed.
To combat against other tricks, the leader should not accept cash investments that are significantly more than the company actually needs at any given time, this will help manage the pie better and prevent abuse.
In addition to calculating the theoretical value of the intellectual property, it may be appropriate to also provide a royalty payment to the inventor. Royalties reflect the fact that without the idea the business would not be possible and that the idea itself is generating buzz or recognition for the company.
Royalty payments are generally paid based on a percent of revenue or cash receipts. Paying a royalty based on profits is not recommended because profits can be manipulated at the inventor’s expense.
Nothing is more important in the early days of a start-up’s life than an actual customer that pays its bills.
A business needs customers and, as obvious as it sounds, many start-up companies don’t have customers. They’re too busy building products, designing slick web sites, writing ads, creating business plans, negotiating legal contracts and talking to each other.
How a manager handles termination for cause provides another peek into his or her true colors. Everyone in business should be treated with respect and dignity, no matter what.
When we look at the world through only the legal lens we often overlook what is the right moral choice. Pie isn’t equity, it’s a promise. Promises should be kept.
You don’t have to bring up the Grunt Fund and the TBV with potential investors. It has no bearing on actual value, so discussing it will only complicate things. At this point in the game you want to get the best deal for you and your fellow Grunts. When the investor comes on board they will be your team member so be sure to be fair in your dealings with them as well.
The most common mistakes entrepreneurs make when allocating equity is slicing the pie before it is baked or slicing the pie after is it baked. Neither way takes into account the ever-changing needs of a fledgling business.
The world seems to be designed in a way that success is never as easy as we hope. Getting there takes not only the right vision, but also the right level of perseverance that some people just don’t have.
A key feature of any formal business structure is its ability to protect the owner’s personal assets from liabilities incurred by the company.
LLCs are a good choice for Grunt-Funded companies because they offer more overall flexibility than corporations. One of the best features of the LLC is that partners in an LLC can divide up the profits anyway they want.
A corporation is a good choice if you expect that your start-up will require significant investment in the short term. Stock in a corporation is more structured and VCs and sophisticated Angel investors often prefer this structure.
It doesn’t matter how many shares each person has, it only matters what percent they have vested. Each period you simply vest whatever is necessary to bring everyone in line.
The essential ingredient in a good pie is fairness. People deserve to be treated fairly no matter what. Greed, which is the desire to have more than you deserve, is the enemy of fairness. Gordon Gekko’s famous line “greed is good,” does not work well in a start-up environment.
The real danger is not having rules at all or not settling on them in advance. Start-ups are fast-changing environments, but not everything should change on the fly.