Equity Conversation Script for Technical Cofounders

Below are the actual lines. Not principles, not a framework: sentences you can say out loud to the person you started the company with. Use them as written or swap the words for your own.

They are written for the technical cofounder who is bringing it up. If you are the one hearing it, skip to the section on being asked.

1. Booking the conversation

Do not open this in a standup gap or over Slack. Ask for time first, and say what it is about so nobody spends three days guessing.

"Can we take ninety minutes Thursday afternoon? I want to go through comp and equity properly. Nothing is on fire, I just don't want to keep having it as a half thought."

If they push for a preview:

"I'd rather do it once, properly, with both of us prepared. Short version: I think the split we wrote in month one doesn't describe the company we have now."

2. The opening line

The opening decides whether this is an attack or a joint problem. Name the structure, not the person.

"I want to talk about the equity split. Not to relitigate how we got here, and not because I think you took something from me. I want to look at what the last nine months actually turned into and check whether the paperwork still matches it."

If you have been sitting on this for months and it shows:

"I've been quieter than usual and I think you've noticed. It isn't about the product. It's that I've been carrying something about the split and not saying it, which isn't fair to you either."

Then stop talking. The most common mistake here is filling the silence with reassurance until the point disappears.

3. Saying what you actually contribute

Vague claims invite vague rebuttals. Be specific enough to be checked.

"Here's my read on the last two quarters. I built the MVP, I run our infrastructure, I'm the only person on call, I do every code review, and somewhere along the way I picked up most of product design. That's what I'd write down. Tell me if I've got any of it wrong."

Then hand the same question back rather than grading their side:

"I don't want to be the person who tells you what your job has been worth. Write yours the same way and let's put them next to each other."

Avoid the framing that guarantees a fight:

Instead of: "I'm doing way more work than you."

Try: "Our hours have diverged a lot since the spring, and I don't think our agreement has caught up."

4. Talking about market rate without sounding like a threat

Opportunity cost is the strongest argument you have and the easiest one to deliver badly. State it as a shared fact, not as a hint about leaving.

"I'm not asking to be paid what I'd make at a big company. I'm asking us to write down that I'm giving up roughly [$X] a year to be here and you're giving up roughly [$Y], and then decide together what that difference is worth to the company."

"Market rate for the work I'm doing is somewhere around [$X]. I'm drawing [$Y]. I don't expect us to close that in cash right now. I do want the gap counted somewhere, whether that's salary, equity, or a schedule."

If you genuinely have an offer, say it once, flatly, and never as leverage:

"A recruiter reached out and I turned it down. I'm telling you because you'd want to know, not because I'm holding it over you. I want to fix this here."

5. When they get defensive

They will probably say some version of "we agreed to this" or "I've been working just as hard." Both are usually fear, not bad faith. Do not argue with the feeling. Restate the scope.

"I hear that this feels like I'm coming after you. That isn't what this is. I'm not asking you to defend the original number. I'm asking whether it still fits."

"You're right that we agreed to 50/50. I agreed to it too. I also agreed to it before I knew I'd be running infrastructure, on-call, and half of product."

"This isn't a scoreboard. If we were both still doing what we said we'd do, I wouldn't be raising it."

If it gets hot, buy time instead of winning:

"We're both getting sharp and I don't want to decide anything in this state. Let's stop here and pick it up Monday. Nothing gets decided today."

And if you get a soft no:

"If the answer is no, I'd rather hear it as an answer than as a delay. I can work with a no. I can't work with this staying open for another six months."

6. Asking for a specific change

This is the step most people skip, and skipping it is why these conversations produce sympathy and no outcome. Do not air a grievance. Make a proposal that can be accepted, countered, or refused.

"Here's what I'd like: an additional 5% vesting over two years, tied to shipping v2. If that number is wrong, tell me what you think is right and why."

Better still, arrive with a menu, because it turns a zero-sum split into a design problem:

"Three versions of this would all work for me. One: my draw goes to [$X] and we leave equity alone. Two: salaries stay flat and 4% moves to me on a two-year vest. Three: nothing changes financially and I take the CTO title with final call on the technical roadmap. Pick one or propose a fourth."

Then close it so it cannot evaporate:

"Whatever we land on, I want it written down and signed this month. Not because I don't trust you. Because I don't trust either of our memories in two years."

Writing down the outcome is the part that actually holds. Servanda walks two cofounders through recording what they agreed and why, so the next version of this conversation is about amending a document rather than relitigating what someone remembers.

If you are the one being asked

Your first sentence decides most of the outcome. The instinct is to defend the original split. Resist it.

"I hear you saying the current setup doesn't feel fair to you. That matters to me, and I want to understand it properly before we get anywhere near numbers."

"Before I react, tell me what change would make this feel right. I'd rather solve for that than for my own defensiveness."

If you need time, ask for it out loud rather than going quiet:

"I don't want to answer this off the top of my head, because whatever I say now you'll hold me to. Give me until Friday and I'll come back with a real response."

What not to say, however true it feels: "I've sacrificed just as much," "we already agreed," "let's revisit after the raise." All three read as a door closing.

What to have ready before the meeting

• A written contribution summary from each of you, drafted independently, then compared side by side.
• Both opportunity costs, in numbers. What each of you would be earning elsewhere, plus any cash either of you put in.
• The current agreement, if one exists. If it doesn't, that is the first thing to fix.
• Comparable data from sources like Carta's equity reports or the Holloway Guide to Equity Compensation, so you are arguing with the market rather than each other.

Levers other than the percentage

Most equity conversations stall because both people treat the split as the only variable. It isn't:

• Salary differential. If one cofounder's opportunity cost is far higher, a modest salary gap can absorb it without touching equity.
• Vesting acceleration. A shorter cliff, or milestones tied to shipping.
• Time-based equity. An extra slice that vests over two years rather than a one-off transfer.
• A bonus pool. A small reserve allocated for extraordinary contribution.
• Role and authority. Sometimes the real ask is a clear path to CTO with decision rights, not money.

Frameworks worth running together

You don't have to adopt the result. It gives you a neutral number to react to instead of "I feel like I deserve more."

Signs the conversation is overdue

• One cofounder's opportunity cost is dramatically higher and was never accounted for.
• Roles have shifted substantially since the original agreement.
• The split was decided casually, in the excitement of starting.
• One person has worked far more hours for a sustained period, not just through a crunch.
• There is no vesting schedule, so nothing reflects ongoing contribution.

If two or more are true, the conversation isn't just warranted. It's late.

What avoiding it looks like

Quiet resentment first: slower replies, less initiative, a side project getting suspiciously interesting. Then passive signals, offhand mentions of a recruiter, flat energy in meetings. Then an ultimatum or a resignation, at which point the collaborative version is off the table. Then, if nothing was ever written down, a departing founder claiming equity the remaining one disputes.

Consider a hypothetical pair, Maya on business and Jordan on engineering, who start 50/50 with token salaries. Six months in, Jordan is working sixty-hour weeks and has turned down a much better-paying offer, while Maya's outside option was less than half that. Jordan asks for nothing and disengages instead. What eventually works is not an equity fight: they raise Jordan's draw, add milestone equity vesting over eighteen months, and write the whole thing into a real cofounder agreement. That fix was available the entire time. The delay was the expensive part.

Frequently Asked Questions

How should cofounders split equity when one is technical and one is business?

There is no single correct split. It depends on opportunity cost, time commitment, and the relative value of each contribution at the current stage. Run a framework like Slicing Pie or the Founder Institute method to score contributions, and account honestly for the fact that a technical cofounder leaving a senior engineering salary is usually making the larger financial sacrifice.

What do I do if we never signed a formal equity agreement?

Solve that before anything else. Book a dedicated conversation and put the arrangement in writing: percentages, vesting schedule, cliff, and what happens if someone leaves. Servanda can structure and document a cofounder agreement so future disputes are about amending a document rather than arguing over verbal promises.

How do I bring up equity renegotiation without damaging the relationship?

Open on structure rather than grievance ("I want to check whether the paperwork still matches the company"), bring a written contribution summary and market data, and arrive with a specific proposal or a menu of options. Put salary, vesting and role on the table alongside the percentage so it stops being zero-sum.

Is it normal to change a startup's equity split after the company has started?

Yes, and more common than founders assume, especially when roles evolve or the original split was casual. Make the adjustment early, before resentment sets in, and document it with updated vesting terms.

What are the signs a technical cofounder is unhappy with their equity?

Slower response times, reduced initiative, less enthusiasm in meetings, more time on side projects, casual mentions of outside offers. That is the quiet stage. By the time it becomes an ultimatum, the collaborative version of this conversation has usually expired.