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	<title>Comments on: ESOP or something else?</title>
	<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/</link>
	<description>India's leading venture capital and startup blog</description>
	<pubDate>Sun, 01 Aug 2010 03:15:58 +0000</pubDate>
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		<title>By: Another Beginner</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-219033</link>
		<dc:creator>Another Beginner</dc:creator>
		<pubDate>Thu, 12 Jun 2008 16:57:35 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-219033</guid>
		<description>About alternate incentive mechanisms, I read somewhere about sharing profit. I am a beginner, so I dont know the practicality of profit sharing, but do you folks think it would incentivize people if you commit to them sharing x% of your profits, once you become profitable?

Similarly, if profit sharing could work, would the equivalent of 'how many companies have a good exit in x years' be 'how many companies become profitable in x years' in the context of success stories?</description>
		<content:encoded><![CDATA[<p>About alternate incentive mechanisms, I read somewhere about sharing profit. I am a beginner, so I dont know the practicality of profit sharing, but do you folks think it would incentivize people if you commit to them sharing x% of your profits, once you become profitable?</p>
<p>Similarly, if profit sharing could work, would the equivalent of &#8216;how many companies have a good exit in x years&#8217; be &#8216;how many companies become profitable in x years&#8217; in the context of success stories?</p>
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		<title>By: Vikask</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-216643</link>
		<dc:creator>Vikask</dc:creator>
		<pubDate>Fri, 06 Jun 2008 05:23:00 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-216643</guid>
		<description>Roshan: Well said. Help me understand this one point in detail.. Is the premium, as you say, an "unfair reward for what seems like a ridiculously small amount of bright thinking" or a reward for a ridiculously large amount of risk taking?

An employee, in a start-up or an MNC, is essentially seeking the security of a fixed salary (and future gains to mitigate the risk). In such a situation why shouldn't promoters get the "unfair reward"?

However, this does not mean that the promoters should not let employees own the company and the decision making process. Completely agree with point 1 above.</description>
		<content:encoded><![CDATA[<p>Roshan: Well said. Help me understand this one point in detail.. Is the premium, as you say, an &#8220;unfair reward for what seems like a ridiculously small amount of bright thinking&#8221; or a reward for a ridiculously large amount of risk taking?</p>
<p>An employee, in a start-up or an MNC, is essentially seeking the security of a fixed salary (and future gains to mitigate the risk). In such a situation why shouldn&#8217;t promoters get the &#8220;unfair reward&#8221;?</p>
<p>However, this does not mean that the promoters should not let employees own the company and the decision making process. Completely agree with point 1 above.</p>
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		<title>By: Old Hand</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-215810</link>
		<dc:creator>Old Hand</dc:creator>
		<pubDate>Wed, 04 Jun 2008 07:41:40 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-215810</guid>
		<description>Roshan's comment throws up many points worth discussing however currently limiting just to one:

It would be good to know whats the value of an idea (in terms of shareholding)? If 3 cofounders are coming to implement an idea thought up by 1 main founder, (all other things being equal) should they all be holding 25% or the idea creator should hold a bit more, and how much?</description>
		<content:encoded><![CDATA[<p>Roshan&#8217;s comment throws up many points worth discussing however currently limiting just to one:</p>
<p>It would be good to know whats the value of an idea (in terms of shareholding)? If 3 cofounders are coming to implement an idea thought up by 1 main founder, (all other things being equal) should they all be holding 25% or the idea creator should hold a bit more, and how much?</p>
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		<title>By: Alok Mittal</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-215108</link>
		<dc:creator>Alok Mittal</dc:creator>
		<pubDate>Mon, 02 Jun 2008 15:16:06 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-215108</guid>
		<description>yes Deepak, you are right - Taleb is ok with VCs because each move has limited absorbable (sic) negative effect, and a huge potential (but less likely) positive effect. In entrepreneurship, the negative affect is more likely and pretty severe. The irony is you dont get to do VC stuff without entrepreneurs!</description>
		<content:encoded><![CDATA[<p>yes Deepak, you are right - Taleb is ok with VCs because each move has limited absorbable (sic) negative effect, and a huge potential (but less likely) positive effect. In entrepreneurship, the negative affect is more likely and pretty severe. The irony is you dont get to do VC stuff without entrepreneurs!</p>
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		<title>By: Deepak Shenoy</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-215106</link>
		<dc:creator>Deepak Shenoy</dc:creator>
		<pubDate>Mon, 02 Jun 2008 14:58:39 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-215106</guid>
		<description>Alok: &lt;i&gt;Also note that we are talking about an environment where we are still not talking of people taking paycuts to do this, unlike USA.&lt;/i&gt;

Ok this sorta negates my entire argument. (Sorry) I assumed that ESOPs were in lieu of market salaries. You mean it's difficult to attract people with market salaries and offer then ESOPs on top? This is one tough market then! Throwing more money than market can be interesting, and has helped people in the past. Microsoft's "acquisition" of Anders Hejlsberg from Borland, for instance, fuelled .NET. Maybe it can work for startups too.

Perhaps people don't think in weighted averages - but then until there is a sufficient precedent of someone making big money with an esop payout, the concept of esops isn't going to make an offer more attractive. The problem really is that weighted average cannot be sold - in the US it can.

Taleb's kinda here and there, and contradicts himself in many ways. While it may not make sense to be an entrepreneur (in the same weighted average odds/return funda) he does mention in other articles how innovations happen entirely by accident and it's in the continuous innovation process that brings out the gems (not in what you're looking for but in the serendipity) In fact he himself puts most of his money in deep out of the money options where he benefits only on a wild move, one big return against many small losses.Akin, perhaps, to the VC industry?</description>
		<content:encoded><![CDATA[<p>Alok: <i>Also note that we are talking about an environment where we are still not talking of people taking paycuts to do this, unlike USA.</i></p>
<p>Ok this sorta negates my entire argument. (Sorry) I assumed that ESOPs were in lieu of market salaries. You mean it&#8217;s difficult to attract people with market salaries and offer then ESOPs on top? This is one tough market then! Throwing more money than market can be interesting, and has helped people in the past. Microsoft&#8217;s &#8220;acquisition&#8221; of Anders Hejlsberg from Borland, for instance, fuelled .NET. Maybe it can work for startups too.</p>
<p>Perhaps people don&#8217;t think in weighted averages - but then until there is a sufficient precedent of someone making big money with an esop payout, the concept of esops isn&#8217;t going to make an offer more attractive. The problem really is that weighted average cannot be sold - in the US it can.</p>
<p>Taleb&#8217;s kinda here and there, and contradicts himself in many ways. While it may not make sense to be an entrepreneur (in the same weighted average odds/return funda) he does mention in other articles how innovations happen entirely by accident and it&#8217;s in the continuous innovation process that brings out the gems (not in what you&#8217;re looking for but in the serendipity) In fact he himself puts most of his money in deep out of the money options where he benefits only on a wild move, one big return against many small losses.Akin, perhaps, to the VC industry?</p>
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		<title>By: Roshan D'Silva</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-215093</link>
		<dc:creator>Roshan D'Silva</dc:creator>
		<pubDate>Mon, 02 Jun 2008 14:12:54 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-215093</guid>
		<description>Hi Everyone,
An interesting discussion that I think discusses one of the most important things for an entrepreneur. From my experience as a founder, I feel there are multiple problems:-
1. At the board level, it's tough to break the mindset that giving ESOPs to a team member is 'giving' i.e. it means taking something from our pocket and giving it to the employee. It sounds sad but that's still how ESOPs are perceived by investors and founders. We've still not made that strategic shift that an ESOP is not taking cash from one pocket and giving it to the employee and hence a zero sum game but something more powerful than that. Whats a good solution? In my opinion: having an early team member as part of the board and privy to these discussions to put in a reality check on the values that the board decides.
2. There seems to be an implicit feeling of unfairness from what I have discussed with my friends - the founders by virtue of thinking of an idea - no matter how bright - seem to get large chunks of the company and in many cases - fully vested - while even the top 4-5 team members get a measly amount of equity with a huge number of riders. I think this is reflected in the statistics - I was speaking to a junior from IIT Bombay - and in his batch 36 different teams were starting companies and pitching them to VCs. The perception is that there is unfair reward for what seems like a ridiculously small amount of bright thinking. Most ideas getting funded don't seem to be bright ones, so maybe I should also spin the wheel, right? What can be done here:- I think nothing can be done to correct this feeling of unfairness. If we are fair and build motivated teams, value will be created and shared and a few years down the line, success stories will emerge and can be shared by word of mouth. Probably VCs can help in reducing the perception of unfairness by being more open and communicative about the reasons they made a particular investment and what they saw in one mobile VAS company Vs. the other 2000 in the market. Also probably by encouraging founders to hire smart people. It's surprising but I have spoken to quite a few senior employees of VC funded companies and they have never had a chance to even interact with the VCs.</description>
		<content:encoded><![CDATA[<p>Hi Everyone,<br />
An interesting discussion that I think discusses one of the most important things for an entrepreneur. From my experience as a founder, I feel there are multiple problems:-<br />
1. At the board level, it&#8217;s tough to break the mindset that giving ESOPs to a team member is &#8216;giving&#8217; i.e. it means taking something from our pocket and giving it to the employee. It sounds sad but that&#8217;s still how ESOPs are perceived by investors and founders. We&#8217;ve still not made that strategic shift that an ESOP is not taking cash from one pocket and giving it to the employee and hence a zero sum game but something more powerful than that. Whats a good solution? In my opinion: having an early team member as part of the board and privy to these discussions to put in a reality check on the values that the board decides.<br />
2. There seems to be an implicit feeling of unfairness from what I have discussed with my friends - the founders by virtue of thinking of an idea - no matter how bright - seem to get large chunks of the company and in many cases - fully vested - while even the top 4-5 team members get a measly amount of equity with a huge number of riders. I think this is reflected in the statistics - I was speaking to a junior from IIT Bombay - and in his batch 36 different teams were starting companies and pitching them to VCs. The perception is that there is unfair reward for what seems like a ridiculously small amount of bright thinking. Most ideas getting funded don&#8217;t seem to be bright ones, so maybe I should also spin the wheel, right? What can be done here:- I think nothing can be done to correct this feeling of unfairness. If we are fair and build motivated teams, value will be created and shared and a few years down the line, success stories will emerge and can be shared by word of mouth. Probably VCs can help in reducing the perception of unfairness by being more open and communicative about the reasons they made a particular investment and what they saw in one mobile VAS company Vs. the other 2000 in the market. Also probably by encouraging founders to hire smart people. It&#8217;s surprising but I have spoken to quite a few senior employees of VC funded companies and they have never had a chance to even interact with the VCs.</p>
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		<title>By: Old Hand</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-214891</link>
		<dc:creator>Old Hand</dc:creator>
		<pubDate>Mon, 02 Jun 2008 08:16:06 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-214891</guid>
		<description>Just looking for people who actually made money from ESOPs

- In BPO companies like WNS, Firstsource, (and probably Intelenet when it lists), a large swath of employees -- manager and above -- seem to have made money when listing happened. I recall seeing the Red Herring books of some of these and actual employee names potentially making $ 1 - 10 M if you did the math.

- However there are also many BPOs where only the top 4-5 got good # of options while everyone else either did not get anything or only a modest amount. Several such companies have been acquired but only the top guys may have made money.

- Couple of years ago one of the ad agencies in Mumbai (forget the name) got acquired by its US partner, at which point practically every staffer is believed to have made serious money due to part ownership.</description>
		<content:encoded><![CDATA[<p>Just looking for people who actually made money from ESOPs</p>
<p>- In BPO companies like WNS, Firstsource, (and probably Intelenet when it lists), a large swath of employees &#8212; manager and above &#8212; seem to have made money when listing happened. I recall seeing the Red Herring books of some of these and actual employee names potentially making $ 1 - 10 M if you did the math.</p>
<p>- However there are also many BPOs where only the top 4-5 got good # of options while everyone else either did not get anything or only a modest amount. Several such companies have been acquired but only the top guys may have made money.</p>
<p>- Couple of years ago one of the ad agencies in Mumbai (forget the name) got acquired by its US partner, at which point practically every staffer is believed to have made serious money due to part ownership.</p>
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		<title>By: Alok Mittal</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-214870</link>
		<dc:creator>Alok Mittal</dc:creator>
		<pubDate>Mon, 02 Jun 2008 05:01:02 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-214870</guid>
		<description>Deepak, the problem with throwing money at talent is that it at best achieves one out of the four criteria I mentioned (attract talent). Not sure if that leads to success, especially at core team level. I also believe that people do not think in weighted averages - people you want are exactly the people who believe that &lt;i&gt;this&lt;/i&gt; startup has a 40% chance of success, even though broad market statistics are 5%. That belief creates ownership, excitement, retention.

Also note that we are talking about an environment where we are still not talking of people taking paycuts to do this, unlike USA.

BTW, am reading &lt;a href="http://www.amazon.com/Black-Swan-Impact-Highly-Improbable/dp/1400063515/ref=pd_bbs_sr_1?ie=UTF8&#038;s=books&#038;qid=1212382816&#038;sr=8-1 rel="nofollow"&gt;Taleb&lt;/a&gt; right now, and he does advocate people shouldn't do startups (for economic considerations)!</description>
		<content:encoded><![CDATA[<p>Deepak, the problem with throwing money at talent is that it at best achieves one out of the four criteria I mentioned (attract talent). Not sure if that leads to success, especially at core team level. I also believe that people do not think in weighted averages - people you want are exactly the people who believe that <i>this</i> startup has a 40% chance of success, even though broad market statistics are 5%. That belief creates ownership, excitement, retention.</p>
<p>Also note that we are talking about an environment where we are still not talking of people taking paycuts to do this, unlike USA.</p>
<p>BTW, am reading <a href="http://www.amazon.com/Black-Swan-Impact-Highly-Improbable/dp/1400063515/ref=pd_bbs_sr_1?ie=UTF8&#038;s=books&#038;qid=1212382816&#038;sr=8-1 rel="nofollow">Taleb</a> right now, and he does advocate people shouldn&#8217;t do startups (for economic considerations)!</p>
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		<title>By: Deepak Shenoy</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-214646</link>
		<dc:creator>Deepak Shenoy</dc:creator>
		<pubDate>Sun, 01 Jun 2008 19:03:08 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-214646</guid>
		<description>Thanks for that Alok, that provides some perspective. Yes, in the buyouts I've seen, apart from founders very few others have made tremendous money - the ESOP gainers have typically made money of the order of 5-50 lakhs. Maybe a crore or two. But that doesn't inspire enough, because a) the chances of a startup making it huge is very very low and b) the payout doesn't pay for the odds.

If you assume 5% chance of your startup hitting the big scene, 20% of it being break even (say an at par sale or some such) and 75% of it not making money, then what's the esop worth? From history you make say 2 crores if it hits big. You make 20 lakhs if you kinda break even. And nothing for the rest.

Multiplying opportunity by odds, you make 14 lakhs (0.05*2cr + 0.2*20L) 14 lakhs is not a lot of money, pretty much worth a years salary for someone with 5-6 years of experience. For someone with more, the opp cost is probably negative. 

What would make a difference? Someone making 20cr.+ in a big hit. An employee, through ESOPs. I've seen people do that - as founders - but not much as employees. Founders need to make 100cr. 

We have to have success stories, otherwise ESOPs don't matter. We gotta have more buyouts and more startups going public. We need bull markets to fuel the fire. 

Till then, throw out esops. Keep them as spare change but it's not possible, in my opinion, to hire quality people just on esops. 

What else is needed to attract talent? Zoho's ideas of 9 month training of people from the smaller cities, with the hunger and the drive, may just work. It won't work in a short time frame that most investors seem to want, but if that can be relaxed you can get world class stuff out. 

You can reward people on performance but it's rare that in a startup there is any dollar value, initially, to performance. A revenue based incentive is akin to comp for sales people, and there's enough research on that. Can't really pyramid such things or pile them on because people want to see money now, not later. 

So I think it's money. Throw money, get talent. Throw esops too, but nothing big because no one cares anyway. But you want them there because if it's a hit, it will form a precedent for esops on the next startup.

One thought: if VCs complain that startups don't want enough money (and throw out the sub 2 million $ plans) and startups can't attract talent with esops, why not simply give them more money for the same equity and throw money at the talent? Oh that'll bring them, and the mercenaries, but who cares - eventually it's a game of one big win, and if you have enough of the big talent across your startups your chances of scoring the big hit should increase.

I just don't know who's sitting on the other side buying the startups - unless it's google, or microsoft or cisco.</description>
		<content:encoded><![CDATA[<p>Thanks for that Alok, that provides some perspective. Yes, in the buyouts I&#8217;ve seen, apart from founders very few others have made tremendous money - the ESOP gainers have typically made money of the order of 5-50 lakhs. Maybe a crore or two. But that doesn&#8217;t inspire enough, because a) the chances of a startup making it huge is very very low and b) the payout doesn&#8217;t pay for the odds.</p>
<p>If you assume 5% chance of your startup hitting the big scene, 20% of it being break even (say an at par sale or some such) and 75% of it not making money, then what&#8217;s the esop worth? From history you make say 2 crores if it hits big. You make 20 lakhs if you kinda break even. And nothing for the rest.</p>
<p>Multiplying opportunity by odds, you make 14 lakhs (0.05*2cr + 0.2*20L) 14 lakhs is not a lot of money, pretty much worth a years salary for someone with 5-6 years of experience. For someone with more, the opp cost is probably negative. </p>
<p>What would make a difference? Someone making 20cr.+ in a big hit. An employee, through ESOPs. I&#8217;ve seen people do that - as founders - but not much as employees. Founders need to make 100cr. </p>
<p>We have to have success stories, otherwise ESOPs don&#8217;t matter. We gotta have more buyouts and more startups going public. We need bull markets to fuel the fire. </p>
<p>Till then, throw out esops. Keep them as spare change but it&#8217;s not possible, in my opinion, to hire quality people just on esops. </p>
<p>What else is needed to attract talent? Zoho&#8217;s ideas of 9 month training of people from the smaller cities, with the hunger and the drive, may just work. It won&#8217;t work in a short time frame that most investors seem to want, but if that can be relaxed you can get world class stuff out. </p>
<p>You can reward people on performance but it&#8217;s rare that in a startup there is any dollar value, initially, to performance. A revenue based incentive is akin to comp for sales people, and there&#8217;s enough research on that. Can&#8217;t really pyramid such things or pile them on because people want to see money now, not later. </p>
<p>So I think it&#8217;s money. Throw money, get talent. Throw esops too, but nothing big because no one cares anyway. But you want them there because if it&#8217;s a hit, it will form a precedent for esops on the next startup.</p>
<p>One thought: if VCs complain that startups don&#8217;t want enough money (and throw out the sub 2 million $ plans) and startups can&#8217;t attract talent with esops, why not simply give them more money for the same equity and throw money at the talent? Oh that&#8217;ll bring them, and the mercenaries, but who cares - eventually it&#8217;s a game of one big win, and if you have enough of the big talent across your startups your chances of scoring the big hit should increase.</p>
<p>I just don&#8217;t know who&#8217;s sitting on the other side buying the startups - unless it&#8217;s google, or microsoft or cisco.</p>
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		<title>By: Nilesh</title>
		<link>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-214588</link>
		<dc:creator>Nilesh</dc:creator>
		<pubDate>Sun, 01 Jun 2008 17:43:13 +0000</pubDate>
		<guid>http://www.venturewoods.org/index.php/2008/05/28/esop-or-something-else/#comment-214588</guid>
		<description>There are plenty of people dying to work on exciting stuff for 16 hours a day and would still be happier with cash + equity/ESOPs rather than all cash. The only conditions are:

* Kick-ass product to work on. No, yet another social community thing will not qualify. Nothing less than world-class will. :-)
* Open and trustworthy founders. "Inspiring leadership" in the MBA-speak :-)

cheers
nilesh</description>
		<content:encoded><![CDATA[<p>There are plenty of people dying to work on exciting stuff for 16 hours a day and would still be happier with cash + equity/ESOPs rather than all cash. The only conditions are:</p>
<p>* Kick-ass product to work on. No, yet another social community thing will not qualify. Nothing less than world-class will. <img src='http://www.venturewoods.org/wp-includes/images/smilies/icon_smile.gif' alt=':-)' class='wp-smiley' /> * Open and trustworthy founders. &#8220;Inspiring leadership&#8221; in the MBA-speak <img src='http://www.venturewoods.org/wp-includes/images/smilies/icon_smile.gif' alt=':-)' class='wp-smiley' /><br />
cheers<br />
nilesh</p>
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