“The salary is slightly below market, but there are BSPCE.” That line has accompanied thousands of tech hires. It becomes shaky when no one knows when the shares can be sold, or at what price. In preparing for recruitment in September 2026, one principle should prevail: equity compensation is neither guaranteed deferred pay nor a lottery ticket to be presented as a winner. It is a risky proposition that deserves an explanation as carefully considered as the job description itself.
An exit is no longer a selling point in its own right
The reversal in technology funding that began in 2022 brought back an obvious truth forgotten during the years of abundant capital: a funding round does not constitute an exit for employees. Rising interest rates, valuation corrections and a slowdown in IPOs have complicated the paths envisaged a few years earlier. These documented trends cannot predict the market in September 2026. They do, however, call for a cautious working assumption: being able to hire even if liquidity takes time to materialize.
For candidates, uncertainty translates into very practical questions. Can they accept a lower salary while paying a mortgage? Will they have to fund the exercise of their rights when leaving the company? Can they hold on to their shares without knowing when they might be able to sell? Founders readily talk about value creation; candidates also have to manage their bank balances. Sound hiring begins when those two conversations come together.
Three instruments, three different promises
Salary pays for work today. It is contractual, paid regularly and covers household expenses. Stock options grant the right, subject to certain conditions, to buy shares at a later date at a fixed price. Business creator share subscription warrants, known as BSPCE, allow recipients to subscribe for shares at a price set when the warrants are granted. These fall under a French scheme reserved for certain companies and categories of recipients, subject to specific legal conditions.
In both cases, receiving a right does not mean immediately receiving money, or even automatically becoming a shareholder. The vesting conditions, exercise terms and potential sale of the shares all need to be examined. Free share awards work differently again. Grouping everything under the “equity” label makes the sales pitch easier, but clouds decision-making. As for the applicable tax and social security treatment, it must be checked at the time of the transaction: an up-to-date briefing is better than a promise of a net payout.
The impressive figure is not the informative one
“You will receive 10,000 warrants” says almost nothing. Without knowing the total number of shares, the exercise price and the plan’s terms, candidates cannot assess the offer. The valuation announced at the latest funding round provides a reference point, not a guarantee. It reflects a transaction negotiated at a particular time, sometimes with special rights attached for investors, rather than a price at which every employee could sell tomorrow.
The percentage stake must therefore be presented on a fully diluted basis, specifying the instruments and reserved pools included in the calculation. It must then be explained that this percentage may fall when new shares are issued. Dilution is not necessarily bad news: a smaller stake in a stronger company may be worth more. But it rules out presenting the initial percentage as an unchanging ownership stake.
The right format: a fact sheet, not a grand pitch
An individual fact sheet, provided before signing and consistent with the legal documents, should clearly set out the following:
- The number of rights granted, the corresponding indicative percentage stake and the date of the calculation.
- The exercise price and the amount required to exercise all the rights.
- The vesting schedule, any initial cliff period and continued-employment requirements.
- The rules upon departure, including exercise deadlines and the expiry of rights.
- Transfer restrictions and liquidity opportunities, whether already available or merely under consideration.
This transparency prevents a painful discovery: vested rights may still require a personal investment to exercise them. Depending on the applicable terms, employees leaving the company may have to choose quickly between committing their savings to shares they cannot sell in the short term and forfeiting their rights. This risk deserves to be explained at the hiring stage.
Show several possible futures, including one with no gain
The best antidote to overselling is a scenario table, not a spectacular valuation target. First case: no liquidity for several years. Second case: a disappointing sale, with little or no gain for the recipient. Third case: a favorable exit. Each simulation must spell out its assumptions, distinguish sale proceeds, exercise costs and taxes, and make clear that the results are not a forecast.
One point requires particular attention: liquidation preferences. Depending on the agreements in place, certain investors may be paid before ordinary shareholders in a sale. Simply multiplying an employee’s percentage stake by the company’s sale price can therefore produce a misleading estimate. Without disclosing every confidential document, employers should explain that these mechanisms exist and how they might affect the outcome. A company being sold does not automatically mean an employee becomes wealthy.
Liquidity must be built, not proclaimed
A secondary share sale during a funding round, an organized buyback or a tender offer can sometimes allow employees to sell before an IPO. But these transactions depend on buyers, approvals, legal constraints and available resources. Announcing an “annual window” without an established mechanism amounts to turning an intention into a promise. What already exists, what is being negotiated and what remains an ambition must be clearly distinguished.
For a startup, committing cash to this liquidity can also compete with investment or efforts to preserve its financial independence. This makes it a strategic issue. A credible policy specifies who is eligible, the limits on sales and the pricing method. It prevents opportunities from benefiting only the best-informed employees.
Hiring on a foundation of trust
A good offer combines a salary that is sustainable for both parties, a compelling mission and equity compensation explained without hype. When several combinations of base pay and equity are offered, the choice must be genuine: not all candidates have the same capacity to take risks. Managers and recruiters must deliver a consistent message, then update the information after funding rounds or significant changes to the plan.
What next? Looking ahead to September 2026, the competitive advantage could belong to employers who make uncertainty understandable rather than those advertising the largest theoretical gain. They will not be able to guarantee a buyer or a timetable. What they can guarantee is an approach: readable documents, explicit assumptions and no promises they cannot keep. It is less spectacular than a tale of future wealth, but a far stronger foundation for lasting recruitment.
