Engineers: always negotiate for higher base salaries. In the vast majority of cases—especially during acquihires—your equity will be worth little or nothing. Founders and VCs still get paid; employees rarely do.
Don't just accept promises. Ask for the 409A valuation, liquidation preferences, and pay bands. If a company won’t provide transparency, that’s your signal.
Equity is a lottery ticket. Salary is money in the bank.
The headline "startup bought for x million" is almost always a lie, either direct or by omission.
First, when a startup is bought, its generally not bought at the headline rate. So if you see a "bought for $45m" that doesn't mean People who own shares all got a % of 45m.
That number is normally bullshit, but also a "total package" which include share offers for joining the new company.
This means you will get say 1% of the headline buyout now, and then golden handcuffs to get the rest.
Also, it makes no sense to give employees that much money upfront. After all, if I'd been given $1m in one go, I wouldn't be fucking working now.
I went through an acquisition very early in my career, and for the longest time I believed it was the best outcome for everyone. Over time, I realized that my naive belief was purely due to the founders going way above and beyond to make sure each and every employee (including folks doing just data entry) got a good outcome (accelerated vesting, significant equity in new company, top of the band pay, etc.). It made me realize that if you ever want to work at a start up, bet on the founder, rather the company. Even with mediocre outcomes, you'll end up ahead in the long run compared to folks who're just looking out for themselves.
This is one of the most confusing things I've ever read.
Cognition acquired Windsurf. So how has he "joined Cognition"?
"I had a place at Google DeepMind as part of the deal." What does that mean? DeepMind doesn't have anything to do with Cognition or Windsurf, right?
Why would an offer at Google require forfeiting vested shares in Windsurf? Is that Windsurf policy or Cognition policy or Google policy?
"I was ultimately given a payout of only 1% of what my shares would have been worth at the time of the deal." So he took the payout and forfeited the shares? "In going to Cognition, I’ve chosen a different direction." Or not, he rejected the payout and kept the shares? I can't even tell what's hypothetical versus what actually happened.
I literally don't understand a single thing about this tweet. I've read all the comments here so far and my confusion seems to be shared. Can anyone who has context please help explain what's actually going on? And particularly how any company could force you to forfeit vested shares in a company?
Even if the OP considers the full headline number of $2.4b to be the value of the company, and taking his "1% of fair" number as truth, seven figure payouts would imply all 40 founding engineers had >4% equity which is nonsensical.
I'm waking up personally to the unethical side of Software development as well. You can either do little and get paid pocket change or you can provide a ton of value for pocket change next to some promises lulling you in, where the value of your work exponentially increases, but you will see nothing of it and whatever you do: you are still a replaceable cell in excel to them and there will be ways where you get dragged over the table. If the money isn't directly in your bank account, it might as well not exist or was a lie.
Sooner or later you are the horse behind the barn anyway.
These stories really kill the golden goose because it means a lot of talent just won't work at a startup.
YC isn't particularly great here either, they are pro founder but not pro startup employee. Most YC companies offer pretty paltry equity to even the first few hires - and that is even assuming you aren't going to get screwed down the line.
This is a fair cautionary tale but it's worth understanding the specifics of the situation – Windsurf maintained a relatively easy to replicate product with no moat, and employed a bunch of attractive talent. The company got gutted of these employees and lost its valuation because no suitable buyer thought their IP was exceptionally valuable on its own. Just because this was the outcome for Windsurf does not mean there are no longer opportunities to join startups building sticky customer bases with valuable IP and walk away wealthier when they exit – yes there is a liquidity problem[1] but let'a be honest with ourselves about the specifics of the case for Windsurf.
Since others are sharing their doom and gloom stories - Mine is the opposite. I was hired at a startup, and I didn't even know what a startup was. I just liked the industry they were in and applied to join.
In negotiations I tried to get more salary, by taking less equity. It kinda worked, but later they doubled my equity to match other hires of the same era (but with a new vesting schedule for the new options). Then at some point I was fired without reason. The company went on to become worth a lot, and I was able to get out with enough to never work again and live pretty luxuriously. AFAIK others that were in my era at this startup did equally well, or many times better. It can happen, but I didn't ever think it was even possible because I didn't understand what 'options' even were when I was hired.
This was just a preference cliff, plain+simple. Windsurf got paid maybe $3B for itself. But the investors and senior management got their cut first. How? Well, the preferences they negotiated.
No one really knows how the game is played
The art of the trade
How the sausage gets made
We just assume that it happens
But no one else is in the room where it happens
#2 wasn't in the room when it happened. In a very real sense, he's lucky he got anything. Management owes a fiduciary duty to the shareholders and #2 is a shareholder. But negotiating the $3B covers that duty.
My base salary was fine but the magic was in the stock.
I got a payout on acquisition by a FAANG+ (as first employee). It was only 300K but I put 50K of that into Nvidia. Actually I invested all my payout from my startup stock into tech stocks. And I got a terrific golden handcuffs deal.
That’s why founding engineers are such a raw deal. They take just as much risk as the founders but much less payout. Also on the hook to do most of the work.
I must be misunderstanding what he is saying, but I can't figure out what. Once his shares have vested, they are his. What entity forced him to sell his shares for 1% of what they are worth and how could they possibly do that?
The details here remain unclear to me, and even this tweet is somewhat vague.
> I was given an offer that would explode same day. I had to forfeit all of my vested shares earned over my 3.5+ years at Windsurf. I was ultimately given a payout of only 1% of what my shares would have been worth at the time of the deal.
Was forfeiting the vested shares conditional on accepting the offer, or did he have no choice over the matter? Was the payout what he was offered as part of accepting the deal, or was that his consolation for not accepting it? The wording is genuinely unclear to me.
I literally see 3 interpretations here:
1. Offer was to forfeit shares in exchange for 1% payout, but OP rejected and still has shares
2. Offer was to forfeit shares in exchange for undisclosed payout, but OP rejected and got 1% payout instead and still has shares
3. He had to forfeit shares regardless of accepting offer, got 1% payout
(1) and (3) are both shitty offers from Google, but (2) is reasonable. Exploding offers are not uncommon in tech acquisitions. My guess is that (2) is what happened, since that's not in contradiction with prior reporting.
When joining a startup, the most important factor isn’t the idea, product, or the VCs: it’s the founder(s).
Think like an investor. Would you back this person? Are they ethical? Are they resilient?
Also stock options should not be high on the list. Most startups fail before founders or VCs even get the chance to screw you over. In 99% of cases, nobody wins.
Having been aquihired three times by FAANG+, the biggest take away is have accelerated vesting. To do that you got be lucky or in the C-suite. Being bought out usually sounds better then reality for everyone but a few that get that accelerated vesting clause.
i had many startups reaching out over the years but i just could not make the numbers work to make the shift.
it's not uncommon that a regular salary from a big tech in the bay area would amount to ~$2M total after 4 years (considering stock appreciation).
if you were given 1% of equity of the startup then start up has to worth $200M after 4 years. or more likely you would be given 0.1% of equity of the startup, and then it has to worth more than $2B, in order for it to make sense for you.
When people give you a percentage (1%), that is a ratio and they are not telling you either number. So, that makes me a little suspicious. I wonder how much he got in the end?
I am surprised that the employment agreements between execs/founders and Windsurf didn't address this. A cautious investor--or even a cautious key employee joining the team--would have locked the founders and key employees down to prevent them from being hired away without some recourse. This is especially important when all of the value was in the employees. There should be lawsuits forthcoming...
I’m afraid behavior like this will only get more common and really shines a light on what a bad deal startups are for anyone but VCs and founders. Windsurf founders should be ashamed of themselves, but of course won’t be.
I feel like there needs to be the analogue of open source licenses for equity offers. Something standardized, so that both employees and management could negotiate in good faith with high confidence that the terms are as advertised.
Because right now, there has been too much innovation in ways to screw over employees and the only reasonable assumption is that equity will vanish.
- Did he take the offer or not?
- Did he forfeit the vested shares because he took the offer or because he didn't?
- What was he offered in return for forfeiting the vested shares?
- Did he get a payout of 1% because he took the offer or because he didn't?
- The 1% comment implies that Google didn't use the $2.4B to buy the shares of Windsurf; if not shares, then what did Google get in return?
Original citation: "I was given an offer that would explode same day. I had to forfeit all of my vested shares earned over my 3.5+ years at Windsurf. I was ultimately given a payout of only 1% of what my shares would have been worth at the time of the deal."
So if one was to start a company today and wanted to enshrine employee-and-founder-friendly terms in their company, how should things be structured? Make the founders' shares be of the same class as the employees? Something special?
Can someone explain how that worked? How was the CEO allowed to sell license AND talent to another company? Wouldn’t that screw investors? Why would they allow it if their stock becomes worthless after that?
Financially speaking, is it even worth joining a startup anymore? Compared to just going to any of the big companies. The latter will likely pay you more, with less risk involved.
Seems like the best shot is to strive toward becoming financially independent, and then just go for the startup route and follow your passion. If you it doesn't work out, no big deal - if things turn out great, you'll just be even better off.
At what point do these gross overpaid bubbles pop? None of these people are worth this kind of money and it’s time we re-balance tech salaries, tbh. Be thankful you got your million dollars and move the fuck on, ‘cause some of us will never get that kind of money.
Every time... The salary or fee what you trade your life for, shares might multiply that. Might. If your base salary is low 'because you have shares', you will probably never see a return: the idea this is loyalty or something is some weird thing; don't do it unless you love it and want to spend that life blood without a return.
Title should be changed. Sounds like this was a choice not a fuckover.
That said...
Don't be a fool for all these AI startups that want you to burn out on 100 hour weeks. Many YC and non-YC startups are using this bravado based hiring strategy trying to get cheap labour to fuel their rockets to the moon. Don't be no fool!
This really breaks the social contract that startups and employees have had together for a very long time and will severely damage the ecosystem in the long term.
Shame on the VCs who got paid out allowing this to happen.
A lot of bias against startups in the comments. These are missing (1) how terrible the working conditions in bigco have become in the meantime (2) truly good startups (they exist) that pay solid base salaries
That stinks. I'm sorry. The founders could have taken part of the proceeds to at least adjust your upside with a transaction bonus. It's pretty easy to do.
this is something that my feeble European brain will never understand: why people in American start-up keeps getting scammed with pseudo "private" equities, stock options, that are not on a market, and therefore cannot be priced? equities surrounded by very obscure (or no) legislation, that if you get fired or decided to leave you cannot keep. it just make no sense but americans loves them.
What I find amusing is that YC’s Garry Tan is going around explaining to Prem how he actually got a good deal and that the Windsurf founders were very generous to their early employees. Meanwhile from his perspective he joins a company with friends he’s known for years, takes on basically the same risk that the founders did, probably gets some fraction of the equity they did for that work (10%? Less?) and then when payoff time comes he gets cheated out of that too.
If I was a venture capitalist dependent on 20-somethings believing in the dream I sold them maybe I wouldn’t write snarky replies on them on Twitter when this happens and actually look into fixing things for early employees (like, maybe, giving them similar terms that the founders get), but that’s just me I guess.
Holy shit. We need need better early phase governance tools than handshakes and winks. The SAFE was written to streamline things so that everyone can get to work right now with a reasonable basis of trust. How can we have that basis of trust among founders and early hires when stuff like this happens?
If no founders can be trusted, sweat equity partnerships will become rare. If the only people who can build companies are VC funded founders who hire employees who treat the whole thing like a game, there will not be a good crop of companies to come out of that environment.
Founding is freaking hard. It needs to be reliably and fairly rewarded. Otherwise the people trying to bootstrap and make things happen have nowhere to go if the idea they are completely convinced MUST be built is also a hard hard sell to VC hive minds... because it's too oddly shaped (innovative).
We all have an interest to put the instruments and paperwork into place to make stories like this NOT happen so that sweat equity startups founded on personal convictions and strong cooperative incentive alignment will happen.
This is an exemplary reason to not work for a startup.
Cash is king - never work for free or let some overzealous founder (who has tons of equity and is ok working for poverty wages) try to encourage you to work longer or harder "because equity go up one day".
The founders of Windsurf are clearly horrible people and the fact they were DM'ing people on twitter trying to explain being awful people really reflects the current state of the valley.
Garry Tan even deleted a comment on this tweet where to Windsurf employee #2 he said "looks like you left $20M on the table". These people see employees as replaceable widgets and to them this is just a game build around the "excitement of building".
why would anyone work in startups as early devs anymore. Tell me what is the upside? There seems to be only downsides.
Startup Fails , you loose - Gets acquired - you loose
What is the motivation to perform .
Windsurf employee #2: I was given a payout of only 1% what my shares where worth
(twitter.com)672 points by rfurmani 24 July 2025 | 525 comments
Comments
Don't just accept promises. Ask for the 409A valuation, liquidation preferences, and pay bands. If a company won’t provide transparency, that’s your signal.
Equity is a lottery ticket. Salary is money in the bank.
The headline "startup bought for x million" is almost always a lie, either direct or by omission.
First, when a startup is bought, its generally not bought at the headline rate. So if you see a "bought for $45m" that doesn't mean People who own shares all got a % of 45m.
That number is normally bullshit, but also a "total package" which include share offers for joining the new company.
This means you will get say 1% of the headline buyout now, and then golden handcuffs to get the rest.
Also, it makes no sense to give employees that much money upfront. After all, if I'd been given $1m in one go, I wouldn't be fucking working now.
Cognition acquired Windsurf. So how has he "joined Cognition"?
"I had a place at Google DeepMind as part of the deal." What does that mean? DeepMind doesn't have anything to do with Cognition or Windsurf, right?
Why would an offer at Google require forfeiting vested shares in Windsurf? Is that Windsurf policy or Cognition policy or Google policy?
"I was ultimately given a payout of only 1% of what my shares would have been worth at the time of the deal." So he took the payout and forfeited the shares? "In going to Cognition, I’ve chosen a different direction." Or not, he rejected the payout and kept the shares? I can't even tell what's hypothetical versus what actually happened.
I literally don't understand a single thing about this tweet. I've read all the comments here so far and my confusion seems to be shared. Can anyone who has context please help explain what's actually going on? And particularly how any company could force you to forfeit vested shares in a company?
Smells like a strong bias against employees in favor of management and founders.
Even if the OP considers the full headline number of $2.4b to be the value of the company, and taking his "1% of fair" number as truth, seven figure payouts would imply all 40 founding engineers had >4% equity which is nonsensical.
YC isn't particularly great here either, they are pro founder but not pro startup employee. Most YC companies offer pretty paltry equity to even the first few hires - and that is even assuming you aren't going to get screwed down the line.
[1] https://techcrunch.com/2024/01/11/us-startups-have-a-liquidi...
In negotiations I tried to get more salary, by taking less equity. It kinda worked, but later they doubled my equity to match other hires of the same era (but with a new vesting schedule for the new options). Then at some point I was fired without reason. The company went on to become worth a lot, and I was able to get out with enough to never work again and live pretty luxuriously. AFAIK others that were in my era at this startup did equally well, or many times better. It can happen, but I didn't ever think it was even possible because I didn't understand what 'options' even were when I was hired.
https://x.com/apartovi/status/1948444826674102732
bad look all around.
I got a payout on acquisition by a FAANG+ (as first employee). It was only 300K but I put 50K of that into Nvidia. Actually I invested all my payout from my startup stock into tech stocks. And I got a terrific golden handcuffs deal.
After that I could afford to retire and I did.
Deep appreciation to everyone who shared their story, thank you!
> I was given an offer that would explode same day. I had to forfeit all of my vested shares earned over my 3.5+ years at Windsurf.
> I was given an offer that would explode same day. I had to forfeit all of my vested shares earned over my 3.5+ years at Windsurf. I was ultimately given a payout of only 1% of what my shares would have been worth at the time of the deal.
Was forfeiting the vested shares conditional on accepting the offer, or did he have no choice over the matter? Was the payout what he was offered as part of accepting the deal, or was that his consolation for not accepting it? The wording is genuinely unclear to me.
I literally see 3 interpretations here:
1. Offer was to forfeit shares in exchange for 1% payout, but OP rejected and still has shares
2. Offer was to forfeit shares in exchange for undisclosed payout, but OP rejected and got 1% payout instead and still has shares
3. He had to forfeit shares regardless of accepting offer, got 1% payout
(1) and (3) are both shitty offers from Google, but (2) is reasonable. Exploding offers are not uncommon in tech acquisitions. My guess is that (2) is what happened, since that's not in contradiction with prior reporting.
Think like an investor. Would you back this person? Are they ethical? Are they resilient?
Also stock options should not be high on the list. Most startups fail before founders or VCs even get the chance to screw you over. In 99% of cases, nobody wins.
it's not uncommon that a regular salary from a big tech in the bay area would amount to ~$2M total after 4 years (considering stock appreciation).
if you were given 1% of equity of the startup then start up has to worth $200M after 4 years. or more likely you would be given 0.1% of equity of the startup, and then it has to worth more than $2B, in order for it to make sense for you.
how likely is that going to happen?
Because right now, there has been too much innovation in ways to screw over employees and the only reasonable assumption is that equity will vanish.
- Did he take the offer or not? - Did he forfeit the vested shares because he took the offer or because he didn't? - What was he offered in return for forfeiting the vested shares? - Did he get a payout of 1% because he took the offer or because he didn't? - The 1% comment implies that Google didn't use the $2.4B to buy the shares of Windsurf; if not shares, then what did Google get in return?
Original citation: "I was given an offer that would explode same day. I had to forfeit all of my vested shares earned over my 3.5+ years at Windsurf. I was ultimately given a payout of only 1% of what my shares would have been worth at the time of the deal."
Nothing has substantially improved since the article was written. With “forever private” companies it’s only gotten worse.
Seems like the best shot is to strive toward becoming financially independent, and then just go for the startup route and follow your passion. If you it doesn't work out, no big deal - if things turn out great, you'll just be even better off.
That said...
Don't be a fool for all these AI startups that want you to burn out on 100 hour weeks. Many YC and non-YC startups are using this bravado based hiring strategy trying to get cheap labour to fuel their rockets to the moon. Don't be no fool!
Shame on the VCs who got paid out allowing this to happen.
If you’re not a good judge of people you should work somewhere that pays cash
Many interesting, and probably true, replies about investors cheating out employees, but it seems very few people read the actual post.
If I was a venture capitalist dependent on 20-somethings believing in the dream I sold them maybe I wouldn’t write snarky replies on them on Twitter when this happens and actually look into fixing things for early employees (like, maybe, giving them similar terms that the founders get), but that’s just me I guess.
If no founders can be trusted, sweat equity partnerships will become rare. If the only people who can build companies are VC funded founders who hire employees who treat the whole thing like a game, there will not be a good crop of companies to come out of that environment.
Founding is freaking hard. It needs to be reliably and fairly rewarded. Otherwise the people trying to bootstrap and make things happen have nowhere to go if the idea they are completely convinced MUST be built is also a hard hard sell to VC hive minds... because it's too oddly shaped (innovative).
We all have an interest to put the instruments and paperwork into place to make stories like this NOT happen so that sweat equity startups founded on personal convictions and strong cooperative incentive alignment will happen.
https://positron.solutions/careers
Cash is king - never work for free or let some overzealous founder (who has tons of equity and is ok working for poverty wages) try to encourage you to work longer or harder "because equity go up one day".
The founders of Windsurf are clearly horrible people and the fact they were DM'ing people on twitter trying to explain being awful people really reflects the current state of the valley.
Garry Tan even deleted a comment on this tweet where to Windsurf employee #2 he said "looks like you left $20M on the table". These people see employees as replaceable widgets and to them this is just a game build around the "excitement of building".
Legitimately F*CK these people.