How to Read a Term Sheet: A Founder's Guide
How to read a startup term sheet — valuation, liquidation preferences, anti-dilution, board control, and which provisions to negotiate. Plain English for founders.
Before your first hire, you are the company. You move fast because decisions travel the shortest possible distance — from brain to action with no friction in between. You know everything that's happening because everything flows through you.
After your first hire, you have a person who depends on you. A payroll to meet. Management overhead you didn't have yesterday. Someone who will make decisions you wouldn't have made, interpret priorities differently, and create situations you didn't anticipate. And if it doesn't work out — a slow, costly, emotionally draining process before you're back to where you started, minus time, money, and momentum.
Most product decisions are reversible. Hiring someone is not. Get it right.
Four signals that it might genuinely be time:
A hire isn't just a salary — it's salary plus benefits, payroll taxes, equipment, onboarding time, and the productivity dip during ramping. Model the full cost. (See: burn rate and runway guide)
Most founders get this wrong for a predictable reason: we hire in our own image. Technical founders want another engineer. Sales-driven founders want another salesperson. The problem isn't that those instincts are always wrong — it's that they're not the right starting point.
The right question: What is the most critical bottleneck to growth right now, and is it something I can hire my way out of?
The first hire is almost never a VP. VP-level executives are built to manage teams and set strategy. At five people, there's no team to manage. What you need is someone who can do the work — pick up a customer call, run the campaign, close the deal themselves. Hire for execution first. Management can come later.
Four traits that predict success at the early stage:
High ownership: They see a problem and fix it, without waiting to be told. Low-ownership hires create as much management overhead as they remove.
Generalism over deep specialization: At early stage, scope changes weekly. The person who can do five things adequately is often more valuable than the person who does one thing brilliantly.
Comfort with ambiguity: There is no playbook. The person who needs clarity and process before they move will create friction at every turn. Look for people who have done well in environments with limited information.
Cultural alignment: At five people, one person with misaligned values affects the whole team's dynamic immediately. Interview for values and working style, not just skills.
Write a specific JD that describes the actual work. Not "must thrive in a fast-paced environment" — the real version: "you will spend the first three months doing X, Y, and Z." Specific JDs attract candidates who actually want that job.
Use work samples. Interviews are poor predictors of actual performance — they're conversations, not work. A short paid project gives you much better signal. Compensate them for their time.
Do reference checks seriously. Ask about weaknesses. Ask "would you hire this person again?" directly — and pay attention to the hesitation before the answer. Most reference checks are superficial. The ones that surface real information ask harder questions.
Move quickly when you find someone good. Good candidates have options. A slow process communicates indecision or disorganization. When you've found someone you want, move.
Early-stage startup compensation involves below-market salary and equity. Make sure both sides understand the trade explicitly — not implicitly.
Equity vesting: a standard structure is a four-year vest with a one-year cliff — 25% earned after year one, then monthly for three more years. This protects the company from someone leaving after a month with a significant grant. Make sure the candidate understands what they're getting, what it's worth under different scenarios, and the actual probability of a meaningful outcome. Honest equity conversations are rare. Be the founder who has them.
On salary: if you're offering below-market in exchange for equity, name that tradeoff directly. And don't promise outcomes you can't control.
A $90,000/year salary is approximately $7,500/month before benefits, payroll taxes, and overhead — and those add-ons are real and meaningful. (See: unit economics guide)
Three things founders routinely skip:
Employment agreement / offer letter. Have one. Role, compensation, start date, basic terms. Protects both parties.
IP assignment agreement. Non-negotiable. Any IP created by an employee in the course of their work must be assigned to the company — not owned by the individual. Skip this and you have a problem that's expensive and complicated to fix.
Non-disclosure agreement. Standard. Employees have access to sensitive information; an NDA defines what's confidential.
Specifics vary significantly by jurisdiction. Work with a startup-focused attorney in your market — not a generic template from the internet.
Your first hire should fit your go-to-market motion — not just your org chart.
Inbound content GTM → hire someone who can build and own that content engine. Hiring a cold-calling sales rep in that environment wastes money and creates misalignment. Enterprise sales GTM → a community manager is probably not the right first move.
The first hire should strengthen the motion that's already showing signal — not start a new motion from scratch. That's where a lot of early hiring goes wrong.
See: go-to-market strategy guide
The right first hire depends entirely on knowing where your actual growth opportunity is.
If you're unclear on your market — who's buying, why, what's blocking the next wave, where competitors are weak — you're hiring in a vacuum. You might hire a growth marketer when the real opportunity is in product improvement. You might hire an engineer when the real blocker is distribution.
Market intelligence sharpens the hiring decision. When you know your competitive dynamics and where growth is most likely to come from, you can map that directly to the role that unlocks it.
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