[fzwang]

IMO, the proposed 5/5 compensation is a bit high. If I understand correctly, he's essentially asking for approx $1.2M total comp package for raising $4M. I'd suggest 2.5% and 2.5%, or some combination of.

There are terms other than valuation which are very important (board rep, liquidity pref, etc). Have you talked about what are the must haves and deal breakers for you and your team?

IME, the bigger issue in the long run with this situation is that you, the founders, do not have a direct relationship with the investors. These investors will most likely be "his" investors, which positions him as a key intermediary. This will be a problem in the future when you need to manage them and must go through a middle man.

The CEO should ideally lead the pitch and an advisor can help with coaching, networking, and strategy (and be well compensated for it). I think any competent VC will want to see that at least one of the founders can do sales.