Is Your Advisor Equity Offer Fair? A 5-Minute Sanity Check
A founder slides you an advisor agreement, names a percentage, and waits. You have no idea if it's generous, insulting, or just made up on the spot. Most advisors don't, because nobody writes this from your side of the table.
So here's the sanity check. Almost every fair advisor equity offer comes down to two questions: how early is the company, and how much are you actually going to do? Get those two right and the number mostly falls out on its own.
Why advisor equity exists at all
A startup hands out equity for one reason: it can't pay you what your time is worth in cash, and it's betting your help raises the odds the whole thing is worth something later. That's the deal. You're trading senior time now for a small slice of an uncertain outcome.
That framing matters because it tells you what a fair offer should track. Not your former title. Not how impressive your LinkedIn is. It should track the company's stage, the real risk you're absorbing, and the concrete work you're signing up to do. An offer that ignores those is either lowballing you or hasn't been thought through.
The two dials: stage and engagement
Equity is the currency of risk, so the earlier and rawer the company, the more equity a given amount of your time is worth. A few words at the pre-seed stage can shape the entire trajectory. The same words at a Series B barely move a company that already has product, revenue, and a real team.
The second dial is your engagement. A name on the website and one call a quarter is not the same job as two calls a month plus intros plus being on call when things break. Most advisor grants assume a light, ongoing relationship measured in a handful of hours a month, not a part-time role.
Put the two dials together and you get a typical range. Treat these as illustrative market bands, not precise figures, and always think in terms of equity that vests over about two years:
| Company stage | Light (name + occasional call) | Standard (regular calls, some intros) | Heavy (deep, hands-on, on call) |
|---|---|---|---|
| Idea / pre-seed | 0.10% – 0.25% | 0.25% – 0.50% | 0.50% – 1.00%+ |
| Seed | 0.05% – 0.15% | 0.15% – 0.40% | 0.40% – 0.75% |
| Series A | 0.05% – 0.10% | 0.10% – 0.25% | 0.25% – 0.50% |
| Series B and later | Under 0.05% | 0.05% – 0.15% | 0.15% – 0.30% |
If your offer lands inside the right cell, it's fair on the headline number. If it's well below, you have a real conversation to start. If it's well above, ask what they expect from you, because the company may be quietly counting on a lot more than a quarterly call.
The 5-minute check
Run the offer through this evaluator. Match the stage and engagement to the table above, then walk the four checks below. It moves the conversation from gut feel to something you can actually point at.
Four things that matter more than the percentage
The headline number gets all the attention, but these terms decide what the grant is actually worth and whether it can ever blow up on you.
- Vesting and a cliff. Equity should vest monthly over about two years, ideally with no cliff or a short one. Vesting protects both sides: if the fit is wrong in three months, nobody is stuck. Be wary of a full grant up front, and just as wary of a long cliff that lets them quietly drop you right before anything vests.
- The form: options vs. RSAs. Most advisor grants are stock options with a strike price, usually a non-qualified option (NSO). Check the strike and the exercise window after you leave. A 90-day window can force you to pay real cash to keep what you earned. A longer post-termination window is friendlier to you.
- Scope in writing. The agreement should say what you'll do, roughly how often, and for how long. Vague scope is where resentment grows. "A few hours a month for a year" is a real boundary. "Available as needed" is a blank check on your time.
- Termination and IP. Either side should be able to end it with reasonable notice, with vesting stopping cleanly at that date. Read the IP and confidentiality language too. You don't want a side advisory role claiming everything in your head.
Red flags worth a pause
Some offers aren't a negotiation, they're a signal. If you see these, slow down before signing.
- A percentage with no vesting, no scope, and no end date.
- Pressure to decide today, or a "this offer expires" countdown on a relationship that's supposed to last years.
- Heavy expectations (board-level attention, fundraising help, named in the deck to investors) paired with light-touch equity.
- Equity offered as a substitute for a clearly commercial engagement. If they want twenty hours a month of operating work, that's a fractional role with a cash rate, not an advisor grant.
- No cap table context at all. You can ask roughly how much is outstanding. A founder who won't give you any sense of the denominator is telling you something.
How to respond without torching the relationship
Fair doesn't mean you accept the first number. It means you anchor to something real. If the offer is light for the stage and the ask, say so plainly: "For the stage you're at and the level of involvement you're describing, I'd expect this closer to X, vesting monthly over two years." You're not haggling, you're matching the grant to the work.
And remember equity is only one way to be paid. Plenty of seasoned operators take a modest cash rate for advisory time, or a blend of cash and a smaller grant, especially with companies whose equity may never be liquid. There's no prize for taking illiquid paper when your time has clear market value today.
If you'd rather not negotiate a custom grant every time a founder reaches out, that's exactly what a public profile is for. On ExecRoster you publish your advisory terms, set your own rate, and let companies book you on the engagement you've already defined, so the conversation starts at fair instead of ending there.