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Friends,

Street Fighter might be out at the movies, but there’s only one fight I want to see, and it’s this one.

In a few weeks, the third Great HR Debate is happening (!!!) and this time we’re talking build vs buy.

Join me as I moderate six feisty People people, as they fight to the death (ok maybe not) on whether we should be buying or building our tech stacks.

Poster for The Great HR Debate, HR Tech: Build vs Buy, presented by Remote and Shapes. Matt McFarlane stands centre stage as host with his arms outstretched, between six panellists in boxing gloves: Team Buy in purple on the left and Team Build in green on the right.

I don’t know why my face looks like that…

It’s on at 3am for me (RIP), so please at least join just to help encourage me through the whole damn thing. kthxbai

Enjoy this week’s edition ✌️

LATEST EDITIONS

In case you’re new here (or just missed it) here’s the past three editions of the FNDN Series:

IN PARTNERSHIP WITH LEAPSOME

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At the fastest-growing tech companies, HR has moved past admin

Leapsome studied 100 high-growth tech companies, from OpenAI to Zapier, and more than 5,000 data points to see how their People teams work.

The findings: 72% of their open People roles are talent work, and admin is down to 28%. 81% already expect AI skills in HR. And 56% put a VP-level or more senior leader in charge of HR.

The 2027 Workforce Trends Report shows what these teams do differently, and what it takes to build a People team like theirs.

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Know a startup Head of People looking for answers 🙋 why not forward this to them for some instant karma? ✨

THE BREAKDOWN

5 things a Head of People must know about equity

Equity can be one of those weird grey areas of responsibility.

In some companies, the People team is responsible for the whole cap table. In others, it’s Finance (or even Legal).

What’s true for all companies though, is that the People team should own how a workforce interacts with equity.

Let’s look at the five areas the People team owns, whoever holds the cap table, for equity to function as a successful tool for your business.

1. What a grant actually represents

I once had a candidate prepared to decline after telling me that a competing offer was for a higher volume of options. For example’s sake, let’s say one offer was 10,000 options, and ours was 5,000.

What they didn’t know was the value or percentage ownership either offer represented.

A number of options on its own doesn't tell anyone very much, because it's missing a denominator.

To understand what a grant represents, you need two other numbers alongside it:

  • the total number of shares in the company (on a fully diluted basis), and

  • the strike price (what they'll pay to buy each share).

Divide the options by the fully diluted shares and you have the percentage of the company the grant represents. That's the number to compare offers on, with the strike price beside it so people know what it'll cost them to buy in.

Screenshot of the Equity 101 for Heads of People page in Notion, a companion guide to this edition covering the key terms, the sums, the benchmarks and what to tell people at each stage.

Want to learn some of the key terms and features you need to know as a Head of People? Click the image.

It's tempting to put a dollar value on a grant instead, but at an early-stage company that number is essentially fiction. The equity will end up in one of two ways: either worth nothing, or worth far more than today's share price suggests, and a neat dollar figure hides that risk.

A dollar value only starts to mean something once the company is mature enough that its trajectory is clear.

Back to my candidate: once you compare on percentage, the bigger number of options can easily be the smaller slice of the company.

If you can't run that sum for your own offers, you’ll lose candidates who are comparing on the wrong number.

2. Whether your pool covers your hiring plan

Whether your cap table sits with Finance or with the People team, the hiring plan is yours, which makes you the best placed to know whether there's enough equity to fund it.

The check itself is a simple burn model:

  • take the hires you're planning over the next one to two years,

  • multiply each by the grant for that role,

  • add what you'll need for promotions and refreshes, and

  • subtract what comes back to the pool when people leave without exercising.

Then compare that total to what's left in the pool.

I've worked with companies that ran dry halfway through a hiring plan and had to go back to the board for an unplanned top-up. At one, the pool was so small they couldn't make competitive offers at all, so candidates pushed for more salary instead (not great for cash-scarce companies).

3. Where your grants sit in the market

At one company I joined, we benchmarked cash and equity every time a role came up. The result was wild inconsistency across levels and countries, and a grant budget no one could forecast.

Our fix in this case was a grant table: a set grant amount for each job level, benchmarked once and reviewed from time to time.

Building one comes down to two decisions:

  • Who you compare yourself to. Benchmark against companies at a similar stage and valuation.

  • How you treat geography. At this company, for example, we chose one grant per level, no matter the location, because we believed the same job at the same level has the same impact wherever it's done. Plenty of companies use localised approaches instead, or group countries together for ease.

Either can work, as long as it's a choice you've made on purpose and can explain.

4. How to tell the equity story (more than once)

Equity only motivates people while they understand it, and most companies explain it once (at offer), and never again.

I've been on both ends of this.

One company gave me a large grant of options, and it was promptly never mentioned again. And while it looked cool at the time (ooh big number), I quickly forgot about it.

Another revisited what our options were worth every year, and used town halls to connect our work to the company's value.

Watching two up-rounds lift the value of my options was a real motivator (even if I'm still yet to see a cent from it).

The difference is having a plan for the three moments that matter:

  • At offer, train your recruiters to explain the key details of a grant and help candidates compare competing offers. Your goal at this stage is to educate them on what their equity represents, and sell them on the company vision and the role they'll play in growing its value (and theirs).

  • During onboarding, run an Equity 101 on the key terms and how the company thinks about equity (and make those materials available year round).

  • After every funding round, share the new valuation and share price, and otherwise remind people that their work is contributing to the value of the company (and the value of their equity, too!).

Screenshot of the FNDN Equity Planner. A grant of 10,000 options with a $1.50 strike price and a $25 fair market value shows a total potential value of $235,000, with conservative, optimistic and exit scenarios valued at $360,000, $735,000 and $1,985,000, and a chart of each scenario's value across four years of vesting.

Here’s a simple tool you can use to visualise the value of your equity today and across three future scenarios. It shows how easy it is to illustrate for your people.

5. What happens after the new-hire grant

Most early-stage companies put their equity effort into getting people in the door. What happens after that tends to be an afterthought, and two problems follow.

The first is the drop-off once the new-hire grant fully vests.

Around year three or four (depending on your vesting schedule), there's little left to vest, and for your people, a big reason to stay goes along with it.

The second is promotion.

Someone hired at level 1 and promoted to level 2 keeps their level 1 grant, while a new hire at level 2 walks in with more. (It's not a fun conversation to have with someone you've just promoted.)

The fix is a refresh policy that starts before the drop, and a top-up for promotions. As an example for how you could size a top-up, take the grant a new hire at that level would get, subtract the unvested equity the person already holds, and grant the difference on a fresh vesting schedule.

Don’t forget to factor these things into your forecasting in section 2, too.

Making equity work

Equity is an expensive program for a company to set up, and to run.

When it's done well, it gives people a deeply vested interest in the success of the company, because it connects their work to the value of the organisation (in turn generating value for the employee).

The issue I see in many companies is that no one is clear on who owns which parts of it, and that erodes its ability to attract, retain and motivate the people you need.

So be clear on the split. Whoever holds the cap table, the People team owns the five things above: what a grant represents, whether the pool covers the plan, where your grants sit in the market, how the story gets told, and what happens after the first grant.

The rest can sit elsewhere. Finance often holds the cap table and the company valuation, Legal looks after the plan documents and board approvals, and your people should get tax advice from someone qualified to give it.

Which of the five is your strongest right now, and which needs the most work?

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Headshot of author, Matt McFarlane

That’s all from me this week.

Sure, this is technically the end of the newsletter, but we don’t have to end here! I’d love this to be a two-way chat, so let me know what you found helpful, any successes you’re seeing, or any questions you have about startup compensation.

Until next week,

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When you’re ready, here’s three ways I can help you:

1. Tools & resources
Resources and tools that give you what you need to build your own startup compensation practices.

2. Comp consulting
Building startup compensation practices that are clear, fair and competitive.

3. Startup People Summit
A 1-day annual event for People professionals in scaling companies. Creating the playbook for startup people practices. Grab recordings from past events, or subscribe to join the next summit.