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Employees at Practice Fusion got nothing as execs pocketed millions

227 points| coloneltcb | 8 years ago |cnbc.com

136 comments

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[+] former_pf_emp|8 years ago|reply
The company played some nasty mind games with their employees regarding equity. They did a 7 (I think?) for 1 split, and then had the recruiters telling employees that they had "never seen a company give out so many shares before." They sent out spreadsheets with calculators that would let you estimate the value of your shares, and just casually let you know that Apple was trading at ~$700/share. iirc, they even pre-filled in the line for potential value with Apple's current share price (so, 5000 shares * 700 Apple-level share price = 3.5M). At every company meeting, they'd get really pumped about how they were going to IPO. They would throw parties celebrating their 100 millionth patient life covered, even though it seemed pretty obvious those numbers weren't real. No 401k match, since you're not going to need it after we IPO.

There was even a second market offering to let Ryan sell enough shares to pay his taxes and maybe buy a nice house in South Park.

I don't feel bad for the engineers, since they were generally exposed to enough information that they should have been able to call bullshit. I feel bad for the customer success team, who were often given a tenth of the amount of shares as engineers but would still frequently talk about retiring when we IPO. Hopefully the exec bonuses will be voted down, and there'll be a class action lawsuit.

This is a problem that faces a lot of startups. We should all be more wary of information that's given out, and be more demanding of transparency. Learn a less from all of us PF employees: the more a company talks about their IPO, the less likely it's going to happen.

[+] conanbatt|8 years ago|reply
This sounds like straight down fraud.

> There was even a second market offering to let Ryan sell enough shares to pay his taxes and maybe buy a nice house in South Park.

Who was buying the shares from Ryan in this secondary market?

> This is a problem that faces a lot of startups. We should all be more wary of information that's given out, and be more demanding of transparency. Learn a less from all of us PF employees: the more a company talks about their IPO, the less likely it's going to happen.

I generally agree, but no matter how much information is given out, if the last deal is done secretly and with bonuses and pre-arranged values, there is no amount of information that can protect you from that.

[+] fortythirteen|8 years ago|reply
Unfortunately this is the rule more than the exception.

I've been at a startup that handed out split stock options like candy while the CEO was planning on using his majority control to transfer all IP to a separate entity.

I've been at a startup where the executive team buried a clause in the equity agreement that would allow them to forcibly buy back all shares, where the sum valuation of the company was how much money was deposited into a single, explicitly defined bank account.

I've seen a non-compete agreement that stated the employee was not only barred from working for competitors for five years, but working in the entire industry altogether.

It's amazing the depths of greed you can find when you read the fine print.

[+] wtvanhest|8 years ago|reply
This is one area that YC has a strong incentive to act in, but hasn't. A startup ecosystem with a best practices guide to equity and suboptimal exits would help everyone.

Doesn't have to be rules, just a guide and companies who comply and those who don't.

For an example how this could work, see the CFA and GIPS. Every big asset manager is in compliance with GIPS. Every reputable startup should choose whether to be compliant with best practices for equity for employees.

[+] pwaai|8 years ago|reply
> The company played some nasty mind games with their employees regarding equity. They did a 7 (I think?) for 1 split, and then had the recruiters telling employees that they had "never seen a company give out so many shares before." They sent out spreadsheets with calculators that would let you estimate the value of your shares, and just casually let you know that Apple was trading at ~$700/share. iirc, they even pre-filled in the line for potential value with Apple's current share price (so, 5000 shares * 700 Apple-level share price = 3.5M). At every company meeting, they'd get really pumped about how they were going to IPO. They would throw parties celebrating their 100 millionth patient life covered, even though it seemed pretty obvious those numbers weren't real. No 401k match, since you're not going to need it after we IPO.

man...fuck this shit hard...this is just straight up deceiving people

[+] wallace_f|8 years ago|reply
>I don't feel bad for the engineers, since they were generally exposed to enough information that they should have been able to call bullshit.

I want to ask this without sounding like it's an indictment: do most honestly offer their empathy with similar conditions?

Interestingly, if someone wrote "I don't feel sorry for fast food workers, they had enough info to learn a skill and earn more," that usually strikes a nerve with a lot of people. But software devs getting nothing?

[+] Robin_Message|8 years ago|reply
I figure the lesson is that any time someone talks about the number of shares (and only the number), they are trying to cheat you.
[+] tlrobinson|8 years ago|reply
> iirc, they even pre-filled in the line for potential value with Apple's current share price (so, 5000 shares * 700 Apple-level share price = 3.5M)

Wow. $700 * 300,000,000 shares outstanding (according to the screenshot someone else posted) = $210,000,000,000. That was... optimistic.

[+] khazhou|8 years ago|reply
Sure, these founders went too far, but the basic problem of Founders >>> Employees is there at every startup. When even employee #1 at typical SV startup signs on for 1% and employee #4 already for half that, why do “employees” still think there’s anything equitable about equity?

Listen up, prospective employee: if your founder makes several million, you’ll get zilch. If founder makes tens of millions, you might get enough for a modest car. If your founder makes over $100 million, you might have enough for a down payment on a house. Then you can go to the next startup and work super hard all over again to try to mint another mega-millionaire.

[+] birken|8 years ago|reply
This fatalist attitude is just as bad as the overly naive attitude that I'm sure left many employees of this company feeling screwed.

Employees have agency. Founders don't have some magical power over you with which to screw you. You choose to work for them in exchange for money, stock, whatever. If stock is a sizable part of your compensation, you probably should be asking a lot of questions about it. How many shares will I get? How many shares do you have? How is the company doing? What are the future plans? When am I going to get liquidity? Do your own accounting. If they won't give you the information you require, don't join! If the company isn't hitting its benchmarks, leave! There are lots of other companies out there to join, including many publicly traded ones so you'll always have the full financials (and liquid stock).

If you do your homework and are serious about continually evaluating the company at which you work, you will not get screwed. Your time is the investment, and every 3-6 months you should re-evaluate whether the company is the best place to work. You don't owe the company anything! They need to keep proving to you, quarter after quarter, that what compensation they are giving you is worth you continuing to work there. Are you guaranteed to be successful? Of course not. Being an employee of a startup is risky, and you might make the "right" move that ends up not working out. Just from this article it seemed to me there were many clear warning signs this company wasn't all it was cracked up to be, and some employees didn't evaluate the company's trajectory properly and ended up getting screwed. It's a lesson learned but I'm sure many of them could have pointed out in retrospect where they went wrong.

And I'll also add that being a founder sucks, and being an employee is comparably much easier. First, getting companies off the ground is really really hard and founders have to do that themselves. As an employee you can look around and join a company that already is showing some traction, saving yourself a bunch of time and frustration. Additionally, as an employee you can and should leave if the company starts falling behind its benchmarks and you think there are better opportunities elsewhere. As a founder you can't really do this, you basically have to stick it out until the end.

So basically, being a founder isn't any better or worse than being an employee, they are different paths with different expectations, and each one of them has to be done with care to get the most out of it.

[+] akkat|8 years ago|reply
And if your founder fails (like most startups) and ends up wasting several years earning no income then you get to have had a modest job for however long the founder was able to last
[+] jsant|8 years ago|reply
I’m thinking a lot about this right now. Do you know of any successful company that did not adhere to giving conventional (i.e. very small) amounts of equity to employees?

I’m also wondering whether giving significantly more equity than usual to employees would deter potential investors, even if their own share of the cake remains the same (i.e. only by diluting the founders).

[+] bdittmer|8 years ago|reply
Recently happened to me. Founders raid the series c for liquidity. Take out a predatory note to keep the company afloat. Sell the company in a fire sale and reap transaction bonuses, RSU grants, etc. Common stock wiped out and those that built the company left with nothing. Lesson learned? It rarely pays to be an early employee at a startup.
[+] jhwang5|8 years ago|reply
Which company, if you don't me asking?
[+] hwrdprkns|8 years ago|reply
Definitely a great lesson to be learned. I'd be interested in some stats on the average payout percentage for engineers of acquired startups (broken down by tenure, obvi).
[+] firstplacelast|8 years ago|reply
Why can't all the employees just walk out and start a new business that directly competes? Cut out the founders completely.
[+] kabdib|8 years ago|reply
Yeah, as an "investor" and an employee of several startups, I generally wound up on the losing side of the equation, to the tune of tens of thousands of dollars.

Stuff that amounted to, "Oh, we extinguished those shares, sorry about that," when the corporation was worth several billion.

This stuff is broken. You are far better off working for a mature company with decent management; if you are any good, you won't necessarily have "fuck you" money at the end of ten years, but you'll probably be ahead by several million dollars, and the value of "several" might be pleasantly surprising.

[+] DenisM|8 years ago|reply
“Surprising several” is at least 3 million over ten years. Which companies pay to “any good” engineers enough to pocket $300k per year, after tax and living expenses?
[+] sitkack|8 years ago|reply
I worked for a company that offered me 2000 shares when I was hired. I asked two questions,

How much is the company worth? What is the number of shares outstanding.

Both of which they wouldn't give me. I told them the stock was worthless, that I wanted a 25k pay bump, which they granted.

Years later they ended up getting acquired for a hefty sum (950+ million) and people who were in the employee 5-50 range and worked there for 8+ years literally only received enough for a good used honda civic. Only two people in eng made over a million, 1.5 and 6, but that was only because they were managers that kept the cattle inline.

[+] conanbatt|8 years ago|reply
The game is pretty rigged in this regard, and investors are sophisticated enough to know how to maximize what they get at the cost of the common shares.
[+] mattschmulen|8 years ago|reply
If I had a dollar for every time an XO, Sales VP, or board investor (I’m looking at you Todd Rulon-Miller) said we were expecting an IPO filing in two years (bless thier optimistic little hearts) and sold for executive bonuses and a common stock price for the parts then I would have 3$. Best exit I ever had was an XO who’s singular prediction statement was “I think we have a chance at building and contributing to this technology and I think that might be valuable to this software enterprise segment, do you want to go find out?”. Buyer beware, contributor beware; it’s just how the game goes. Look for the humble introspective and you increase your odds, there is no guarantee, you only control your investment. That’s a tough break for those that were over exposed you have to cap your liability to your comfort level. bummer for those that caught the bill.
[+] seattle_spring|8 years ago|reply
How does an engineer protect themselves against this sort of outcome? Just never work for startups?

I currently find myself in a similar situation, where the books look dire but the executives keep saying that we're so close to profitability. I'm 85% certain that my stocks will be worth nothing, but I stick around because I still see an ounce of promise. Am I just a sucker?

[+] conanbatt|8 years ago|reply
If the C team knew they were going to IPO, the incentive is to mention it as least as possible to employees that leave dont exercise. I dont blame the C team for responding to basic incentives. Its insane to believe someone will choose to fork over their own money in favor of others that are not even at the negotiating table.

Thats why it should not be in the hands of anyone but the stock owner what he can or cant do with the shares. That way, when they send you a spreadsheet showing you will be a millionare, you go to see how much the shares are actually being sold in the market and worst case scenario, you buy some without being an employee!

[+] jVinc|8 years ago|reply
"Planning for potential acquisition exits also includes having bonus pools for key employees (which include founders and current executives) that align their incentives with company stakeholders to achieve value upon an exit."

That has too be a joke right? They are arguing that the terms that will lead to only the executives and founders getting a cash out are necessary in order to align their incentives to achieve value for stakeholders.... who will receive nothing in the sale?

Seems like the only thing this bonus structure is incentivising is their orchestration of a quick and dirty last minute exist so they can get their bonuses while the rest of the company burns down. Hopefully it will get voted to hell, and a new structure will be put in place where the key employees don't make a dime until the ensure that all stakeholders make money.

[+] bdittmer|8 years ago|reply
See my previous comment. This is exactly what happens.

The sale doesn’t get voted to hell because the voting shares (i.e. preferred stock) have liquidation preference and get paid back first, in some instances multiple their initial investment, before the rest of the pie is sliced.

[+] btown|8 years ago|reply
> CNBC talked to three former employees who lost between $40,000 and over $100,000 each because they exercised their options in previous years and had to pay tax based on their heightened value at the time.

Interestingly, the recently passed tax reform bill seems to make this type of loss less likely - though it would seem to be too late for these employees.

https://www.towerswatson.com/en/Insights/Newsletters/Global/... (see section Private Company Equity Grants)

[+] notyourday|8 years ago|reply
This is the thing that totally baffles me. If you own shares of the company and they are worth reasonable ( say 40-100k ) amount and you are not someone who has no money in a bank (which is the only time when you should be banking on those 40-100k extra compensation) , and you are being screwed in a buyout you have all the leverage your need: it is spelled lawsuit. Lawsuits throw a monkey wrench into liabilities section so the company has all kinds of intensives to make them go away.
[+] wtvanhest|8 years ago|reply
Is there any other reading on this?
[+] kapauldo|8 years ago|reply
How is this a loss? They paid taxes on gains? Not sure what the badness is here. They cashed out and paid taxes.
[+] markbnj|8 years ago|reply
This is a pretty common scenario when a venture funded company doesn't reach a valuation that exceeds the various preferences accumulated in investment rounds. The company is ultimately sold, all of the sales proceeds are taken by the preferred shareholders, who carve out set-asides for founders and senior management to keep them onboard and not scare the acquirer off with internal strife.
[+] conanbatt|8 years ago|reply
Sometimes people see this and start thinking that options or stocks should be regulated harder by the sec so employees dont get shady deals and screwed like this.

But there is a much simpler way to prevent this from happening altogether: let employees trade the shares they got from openly in the market. That way, you would get a market signal on stocks on startups and shady deals like this would get whistleblowed on the market long before they are signed.

[+] 49erfanboy415|8 years ago|reply
This is pretty crazy. I'm surprised no other news outlets are picking this up. The company says it is normal to pay management fat payouts to drive the company into the ground? Why should they get paid for selling for $100M when they took over and it was worth $700M?
[+] aetherson|8 years ago|reply
I have no particular knowledge of this specific company, and it's quite possible that their manager payouts are overly high.

But: Somebody's paying $100M for this company. That's much less than the company was hoped to be worth, but it's still a huge chunk of change. The buyer is trying to get something for that investment. That means they need the company to perform in some way. Maybe just shut down in an orderly fashion while they monetize the client list in some manner, but for $100M, I'd guess that they want to operate the company somehow.

For that, they need the cooperation of the senior managers. So they pay them to cooperate. It kind of sucks, but you have to give the managers of the company some incentive to stick around and help you do whatever it is you want to do with the company instead of saying "Fuck you we're out of here."

If it helps, I'm certain that $750k - $7M was much smaller than the payout those execs were hoping/expecting to get from a more successful outcome.

[+] tzhenghao|8 years ago|reply
For those who want to gain some context on how such a thing could happen, I recommend the book Venture Deals by Brad Feld and Jason Mendelson [1]. There's a good section in the book that talk about share preferences and the order in which the pile of money is cashed out.

[1] - http://a.co/aeI2gqq

[+] prepend|8 years ago|reply
I second this recommendation. This article reminded me of the Venture Deals section where they break down the different kinds of capitalization and payouts in different scenarios. While the examples are written for founders, it’s also useful for any employee with shares trying to figure out their value. Most importantly for employees joining a company to get the info to make the decision whether to join. Or for employees thinking about how to treat their options or limited shares.

I’ll add that for a few companies, when I asked the necessary questions then hiring manager or founder either couldn’t or wouldn’t answer. So, like another commenter’s advice, I valued the shares at zero. This meant sometimes I didn’t join, but sometimes I did. Almost always my zero valuation was accurate, but once I got a pleasant surprise.

[+] tw1010|8 years ago|reply
Part of me wonders why this is even surprising. Aren't the execs the ones with all the control over the power-levers? Why do employees expect to ever get something in situations like this? (I'm trying to look at this from an outsiders perspective.) What levers can employees even affect to shift the balance of influence in their favour? Coalitions and complaints I guess is the only thing that comes to mind. So in a sense, this article is not really a neutral reporting of the facts. In a sense, the article is one of a fairly limited set of tools that underdogs can use to shift the balance of power more in their favour.
[+] throwaway52112|8 years ago|reply
Is this really that news-worthy? My impression was that this happened all the time.

Something similar happened at the last startup I worked at. Employees were compensated with stock options over larger salaries. When the company got acquired, I along with every other employee walked away with nothing while the founders became multi millionaires. This pretty much killed my friendship with one of the founders, who later tweeted a picture of himself in a Ferrari and another toasting to his new status as a self-made millionaire. I'm not sure you can get much more obnoxious than that.

The least employers can do is hide it when they throw employees under the bus for obscene amounts of personal profits. Maybe even act a little benevolent about it by saying you plan on donating a portion of it to charity?

[+] dawhizkid|8 years ago|reply
Pretty much the only reason why you should join a startup as an employee vs working at an established company is learning and opportunity for more responsibility. The thing is that working at a startup doesn't at all guarantee you'll learn more than at a larger company and your learning is going to be much more self-directed since there will be a smaller focus on professional development.

If you're not learning then leave.

[+] davesque|8 years ago|reply
I was thinking about this the other day. As I see it, American companies and probably many companies in the world have a really f'ed up attitude about how employees fit into the mix. I don't see how the cost of entrepreneurship could be nearly as high as it is. Sure, from the point of view of an average person, starting a business is risky and should lead to potentially high reward. But how many average people are able or willing to start a business at all nowadays? In reality, the sorts of people who end up starting businesses are those for whom starting a business is not as risky e.g. people who are wealthy or whose families are wealthy or who are just burning VC money. The risk is lower and so the cost of entrepreneurship should be lower. Also, it seems there's a lot of talk in tech about wanting to use the great wealth accumulated to help the world or whatever. So then why not just start with the actual people in tech and not just the founders? Why act so uncharitable to the people directly working for you?
[+] mbesto|8 years ago|reply
Founded in 2005, Practice Fusion competes in the crowded electronic medical records market and discovered a niche by offering free software that was popular among small and solo physician practices.

Instead of charging for its software, Practice Fusion generates the bulk of its revenues through advertising to doctors.

Oh what could go wrong....

[+] coldcode|8 years ago|reply
The year before the dot com collapse in March 2001 the new CFO at my company told us we'd all be millionaires in the next year. We didn't believe him though despite the market as it sounded stupid, and 10 months later we went Chapter 7. Never ever trust execs when they promise the moon.
[+] code4tee|8 years ago|reply
This is an extreme case but the issues are not that uncommon in tech. Most employees with “equity” are not in a good place to know what that equity might actually be worth... and it’s very common for it to be worth far less than one thinks. All the covenants with founders, early investors, debitors and others are often not known by the common minion employee options/share holder. Yet those details typically determine if said employee will make a lot, a little or nothing at all at a liquidity event.
[+] golergka|8 years ago|reply
If I understand the situation correctly, the important term here isn't "employees", but "shareholders".

It seems that management acted in it's own interest, disregarding the interest of company's shareholders. Is my understanding correct?

If so, doesn't US have laws against such behaviour?