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Negotiating for Nerds
jeff covey <jeff.covey@pobox.com> - May 20th 2000, 23:59 EST

From endless semesters of CS classes and/or endless cola-filled nights, hackers learn all the skills of their trade... or almost all. Who sat you down and taught you how to navigate an interview to make sure your next job is right for you? Since the answer is probably "no one", we're presenting an editorial today from Dennis Faust, who has spent a lot of time on the company side of the interview desk and offers his suggestions about what he should have heard coming from the other side.


Copyright notice: All reader-written material on freshmeat is the property and responsibility of its author; for reprint rights, please contact the author directly.

INTRODUCTION

You are in business for yourself. You just don't know it and most of you don't act like it. I've hired dozens of engineers and have had only a few negotiate AT ALL. Given the value of compensation packages these days, it pays to get educated and to negotiate. This is true even if you are happily and comfortably employed or if you have ten good offers in hand. Never trust headhunters, hiring managers, or human resources personnel to take care of you. All have interests which are not perfectly aligned with yours.

The only way to make sure you get what you want is to negotiate for it. To negotiate, you need information. Go prepared to every interview where you might be offered a job.

Don't be afraid to ask ANY business question. If they hesitate or refuse to answer, you have to assume the answer is bad or that they don't trust engineers. Either way, it's not a good sign. Keep looking. Just make sure you are asking the right person.

Chances are you won't get rich. That's not why you're in this industry. However, you want to make sure you don't make foolish mistakes that waste your most valuable commodity -- time!

RATING THE INDUSTRY

Is the industry the stock market's darling or whipping boy? Will it be around in a couple of years? Is it known to treat its people well? Do you have friends in the industry you can check with? Often, a high salary blinds people to the number of hours expected and high burnout rates. Ask about both! Are you likely to be asked to move, travel, or work with out-of-date technology?

RATING THE COMPANY

For this discussion, I'm going to assume the company's stock is not publicly traded. Public stocks are relatively easy to value. Look in the newspaper and keep in mind that you only make money on options if the stock price increases! How likely is that?

For private companies, you must feel good about the sources of funding. Why? Because if the funding dries up, you're unemployed. It's happened to me several times. Best is if the company is profitable enough to fund itself. This is rare in startups; most are venture funded.

Venture capitalists are professional investors. They crave the huge returns possible with successful software companies. Usually, they have a number of companies in their portfolio. Ask about the company's source(s) of capital. How much capital does the company have on hand? How long will it last? This is the 'burn rate'. Check it out.

Find out the success rate of the company's investors in this industry. Do they pick sure winners or are they new to the game? Have they stood by companies during lean times in the past? How big is their fund? When do they expect to get their investment back and in what way? This is known as the 'exit strategy'. What is it? Keep in mind that only two or three of every hundred startups goes public.

Next, check out the management team. Have they been successful in this industry before? Do they 'get' the technology? What happened to their previous companies? Would you enjoy working with these people? Do you trust them? Would you give them your money? If not, why would you invest your time?

PRESENTING YOURSELF TO SUITS

Have a list of business questions from your research above. Ask to speak to your prospective boss's boss and ask this person. They love to talk about this stuff. Keep in mind that they live for 'deals' and 'the industry'. Talking industry is comfort food for suits. Read (*gasp*) Upside, Red Herring, or Business 2.0, because you can bet these guys do.

Keep in mind that you're not trying to impress them technically. You are trying to make them think you are manageable. It's a pass/fail test, and if you do a little of the above, you'll pass with flying colors. Once they think you're ok, you can ask them all your zinger business questions and they'll gladly answer. Make sure that you really listen. Nothing makes people think you are more intelligent than when you let them talk! Remember to nod at the appropriate times!

THE BEST OFFER

During the interview process, your goal is to get an offer, because you can't make a judgment about the company without the offer in hand. Make sure you get the offer in writing. I've learned the hard way that verbal offers mean nothing. Yes, you could sue, but what would that get you? Get it in writing.

Be professional at all times and don't get flustered. Don't answer questions pertaining to salary requirements or what you made at your last position or other offers you may have in specific terms. If you name a number first, you deprive the company of a chance to offer more. Don't be afraid to ask questions like "How much flexibility do you have?" or "What is the range for this position and where does this offer fall?" Ask these questions for stock as well as salary.

Here is the number one piece of advice I have for negotiating: SHUT UP! Sales people do this all the time. Ask a leading question and then let it hang. Let the other person get nervous and fill the space with a number or a suggestion. You never know what you'll get using this technique, but I guarantee you won't get less. Ask leading questions and then SHUT UP!

RATING THE OFFER

The main idea is to come to a valuation for the entire package. Here are some quick guidelines: For options, ask what investors paid in the last round of financing. That's a good proxy for the share valuation. The closer the company is to a liquidity event such as going public or getting acquired, the higher value you should place on these shares. Keep in mind that very, very few companies actually do well enough for average employees to do well. This just means you need to negotiate well to increase your chances.

The younger and riskier a company is, the more shares you should get. Ask how many shares there are outstanding and divide it by the number you've been offered to see just how little they think of you. (Just kidding!) If there is any question about what outstanding means, I always ask, "If the company were sold today and everyone who could exercised every possible option, how many shares would that be?" Seriously, run the numbers and see if you are being invited to share in the business or if they're just giving you a few token shares. Expect to be offered in the range of one to four year's salary worth of stock.

If a company does not have excellent medical, dental, vision, and 401k plans, keep looking. Even if the company is a raw start up, these are not negotiable. Entrepreneurs are often willing to forego insurance and other things to get the company off the ground. You shouldn't.

Last but not least, take a moment to think about how this position will look on your resume a year or two from now. Will it add or detract value? Only diamonds are forever.

GETTING WHAT YOU WANT

Almost any aspect of the job is negotiable these days. Even companies which are very tight with compensation will often deal when it comes to time off before starting, vacation, working conditions, hours, working from home, etc. Decide what is important to you and ask for it. Do this AFTER the company has given you an offer. At that point, they have decided they want you. They will think you are negotiating. If you do it too early in the process, they will think it shows bad attitude, and you won't get an offer. Make sure your requests are commensurate with your experience. I've had a rookie ask to work at home three days a week so he could play in a band. This person didn't get an offer!

ITERATE

Our industry is changing rapidly. If the company doesn't have a six month review policy, you should pay attention to the market and approach them if you feel you are not keeping pace. Also, any time you significantly improve your skill level or increase your responsibilities, you should sit down with your supervisor and review your compensation package. Keep in mind that you are in business. Your business is trading mental acuity and the ability to create new technology for salary and a piece of the action. Do your homework and make sure you get your fair share.

SUMMARY

  1. Educate yourself about the specific industry and the company.
  2. Talk to the business people.
  3. Ask hard nosed business questions.
  4. Make the other side blink first -- let them name specific numbers.
  5. When presented with an offer: Ask a leading question, then SHUT UP, listen, and wait, wait, wait!
  6. Iterate #4 and #5 until you get what you want.

Good Luck!


Dennis Faust is the Director of Web Development at more.com (http://www.more.com/) and was previously Director of Development at Digicash, Inc. (http://www.digicash.com/). He has been a Development Manager for more than fifteen years and has managed groups of thirty or more developers on several occasions. He is a technical advisor to JustGive (http://www.justgive.org/) and EverySchool (http://www.everyschool.org/). He humbly gives thanks to all the developers he has had the great good luck to work with over the years. He can be reached at: dennis@faustian.net.


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Comments (2)

Negotiating
Justin W. Williams <justinw at evansville.net> - May 20th 2000, 08:38 EST
One of the hardest things I have found when trying to negotiate a contract with an employer is to get them to accept your work. Where I am currently employed, I am in the running for a raise, and they are questioning everything I have done in my year at the place. I think when you are in the negotiation process, you should ask about prospective raises in the future as well. That wll give you a lead in the future and save you efforts in trying to get it manually. Nothing beats a solid contract. :)



Negotiating for Nerds - One more thing to check out....stock options
wegrzyn <wegrzyn at garbagedump.com> - May 20th 2000, 09:01 EST
I thought this article was right on. It is certainly in line with my experiences in start up companies. There are two things I might add. The first deals with stock options and the second deals with the company running out of money.

On stock options, there are many things to look at before deciding on whether or not a deal is good. Most times a company will spread out stock options over 3 to 5 years, meaning that you get 1/Nth of the stock every year. If you get fired before the year is up you lose all the stock options for that year! So carefully check out the reasons you can be terminated, and the procedures for that termination - it might mean the difference between getting and keeping your stock and getting none.

Another piece to look at in the stock option arena is the price you are paying for the stock. At a pre-IPO company it will generally be 1/10th the price that the investors have paid for it. Some times it can be more but it should never be at par with the investors.

Along with the stock option, see if they offer an IRS 83B deal on the stock. For tax purposes you pay either long or short term capital gains based on when you first own the stock. So the earlier you own it, the better. An 83B election is a way in which you buy you stock when you first start with the company, subject to a buy-back if you leave early or get terminated. If your company has this, you will be required to pay some nominal amount up front, typically 10% of your stock option price. You will be required to sign a promisory note for the remainder.

Another area to check out is what happens when the company goes IPO. Usually you will not be able to sell your stock on the opening date. You usually have to hold it for an additional period of time. This can range from 90 to 180 days. Beware the most companies that IPO have their greatest stock value during the first 30-60 days. Most companies will find their stock going down after the 90 day period. See if there is a clause in the stock option about the rights of the Board to change this clause when the company (i.e. the Board) wants to at the time of the "event."

Finally check out what happens if the company is acquired. Your stock will be converted to that of the acquiring company - there is nothing you can do to prevent that from happening. Just beware and look for additional restrictions that might be put on your stock.

The last area to remember deals with a company that is close to death - it is running out of money. It is typical for the CEO to get up and give a "We can win" speech if we all tighten our belts. Usually what they want is for you to defer your salary. You need to carefully decide how much risk you are willing to take, at least with not getting paid. At the time you lower your salary, remember that you are becoming an investor in the company - you are putting money into the company. You should think of it as the company paying you N dollars and you lending it M dollars in return. You should be aware that in cases like this you can become an unsecured creditor. This means that if the company fails, you are last to be paid.

There are three things you can do at this time. First, bag it and find another job (most of these companies fail and you will be out your money and your stock will be worth nothing). But some companies can make it, so decide if you are at one of them. If so, try to get something for your risk. I wouldn't take more regular stock options for it - that's a sucker's play. Why? Because it would fall under your normal stock option plan. And stock option plans are good for VCs and not usually for the working stiff. Instead get the title to assets in the company (like hardware, or something that you can walk out with), or a better stock deal, especially one with better terms. What kind of terms? No vesting cycle, for one. Or stock that you can unload when and if the company goes IPO. In short, I would suggest that you not just settle for more stock option stock.





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