“I worked my a** off with our VCs and their lawyers during weeks to design a BSPCE plan [the French employee share option scheme, or bons de souscription de parts de créateur d’entreprise] and my employees don’t even care about it.”

This is what I hear from founders on a weekly basis, and I don’t totally disagree. How can we address this growing issue in the French ecosystem?

Three main causes

Having been a startup employee at various startup stages (pre-seed at Qonto, post Series A at Mailjet, post Series C at Weebly), and now as an investor and advisor, I think the issue is threefold.

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The perception issue

Unlike in Silicon Valley, in France very few startup employees are publicly known for earning millions from BSPCE. I think it’s because:

  • There are indeed very few of them
  • The French press and social media have a very strong focus on founders and rarely name top employees. Who’s heard of the Criteo chief finance officer who took the company public, for instance?

Conversely, there are horror stories about employees having shares clawed back (Skype is a famous example). The typical story told by employees is:

  • One of the founders handed me a shareholder agreement that I did not understand (they can be quite complex unless you like corporate law)
  • She pressured me to sign: (i) Asking me to trust her and/or, (ii) Saying it’s very standard, there’s nothing to discuss, and/or (iii) Claiming that all BSPCE holder needed to sign by “tomorrow” (or any tight deadline) or else it will jeopardise an upcoming fundraise and therefore the whole company
  • Employees often end up signing, as their main motivation is to make an impact at the company, without really reading thoroughly or understanding the contracts they are signing
  • They potentially end up with nothing, even if their company exits successfully

I’m not saying employees should not trust their founders, or that founders are evil-minded, I think our brain is wired to remember unhappy events, leading many to not perceive BSPCE’s value as much being as much as it should be.

Therefore, if startup employees do not see examples in the media, or know a former startup employee who earned a significant amount of money from BSPCEs, the talent pool won’t “believe it”.

Process issue

Let’s take the case of a hypothetical future startup employee. They apply to a post-Series B consumer company. They would be the 70th employee, joining as head of performance marketing and would report to the chief marketing officer. They have been working for five years as a top performer in a tier 1 advertising agency, managing six-digit budgets. They have never heard of BSPCE.

This is what usually happens in France, 80% of the time:

  • The HR team makes an offer…
    Fixed salary: 20% less than what a consumer “corporate” company might offer
    Bonus: 15% of fixed salary
    And… “BSPCE”
  • In a slightly better case, the offer states the number of BSPCEs (let’s say 100). As an employee, that means trading 20% of fixed salary against five letters. The employee asks what 100 BSPCEs are worth and the HR manager says it is like a stock option, that could earn money at some point if the company grows. Something as vague as that.
  • The employee thinks “fair enough” and negotiates fixed salary, as this is the only landmark available, and would point out that any renowned consumer company would offer a higher rate.
  • The startup says that (i) it offers a great opportunity to learn (ii) to make an impact (iii) and that they could potentially earn a lot of money with my BSPCEs
  • The employee doesn’t dig deeper and accepts the offer, if they like the project and the team and consider BSPCE as a nice “bonus”, but would not count on it.

Education issue

I have always been surprised by how little employees (especially HR team members) know or understand about BSPCEs.

I encourage friends and people in my network who come to me for advice when they are interviewing with startups (or even direct reports or candidates I have interviewed) to ask more questions about BSPCEs to their future manager or head of HR. Far too often HR team members (and sometimes managers) do not have precise answers. The usual causes are:

  • Founders never communicated the shareholder agreement to the HR team or managers and/or never explained it (mechanisms can be complex and are very specific to startups, and professionals should be properly trained about this)
  • BSPCE attribution plans are not standardised: very few startups have proper grids about how BSPCE are attributed, it’s like a black hole in the salary grid.

Getting out of this lose-lose situation

Who is to blame?

Should employees learn to read a shareholder’s agreement by themselves? Are founders responsible for giving the right amount of information to employees? Are they biased in the way they would present information? How about venture capital funds? Are they forcing tough employees’ stock options conditions and plans to protect their own returns?

Rather than hunting for the weak link, I’d try to identify who has the main incentive to fix this issue. And the picture is crystal clear from this perspective: the companies have everything to gain from improving this.

Low hanging fruit for talent acquisition and development

Talent is scarce and raising a ton of money with top venture capital funds isn’t enough to attract superstars anymore. However, employers keep on competing with soulless perks (ping pong or free lunch, really?), so-called unlimited vacations and so on, even if hundreds of studies conducted by psychologists show that these things have a very limited impact.

I think designing a fair and competitive BSPCE plan — which, I believe, a lot of startups already do — and communicating it in a simple way — which very few French startups do — can place a startup in the top 5% of most attractive places to work.

Not only does it help in “closing” candidates, it also supports retention and motivation. What’s the most impactful: shouting that “we’re all shareholders of the company”, or translating a shareholder agreement into a substantial upside for each individual, provided the company is a success?

It does not have to be complex, a simple spreadsheet or slide deck showing these three areas can help startups to stand out:

  • Different scenarios of valuation and exits: low, medium, high
  • Tax implications according to the employee’s tenure
  • Good/bad leaver conditions and impact

Anh-Tho Chuong Degroote is a growth expert and angel investor focusing on software-as-a-service and fintech companies. 

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Matthieu Marquenet
Matthieu Marquenet

Ahah, I wrote an article to explain this to my employees (and the world) : https://medium.com/@matthieumarquenet/stock-options-for-employees-how-it-does-really-work-1e6d8f4efb34