Becki DeGraw on founder vesting, advisor equity & the 4-term-sheet play
September 10, 2026 · 23 min
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Show notes
This Week In Startups is made possible by:
Wilson Sonsini: https://www.wsgr.com/en/
Today's show:
One of YouTube's three co-founders left for grad school and walked away with a fraction of what his partners made on the Google sale. Becki DeGraw of Wilson Sonsini joins Jason for Startup Legal Basics to explain the vesting schedule behind that gap, and why you want one even if you never take a dollar of venture money.
Learn how VCs actually respond when a founder says "I've already put in four years," and the exact language Jason gives founders to turn one term sheet into three. PLUS, why is an inactive advisor still vesting your equity, and who wrote those performance milestones?
Guests:
Becki DeGraw on LinkedIn: https://www.linkedin.com/in/rebecca-degraw-639bbb62/
Wilson Sonsini: https://www.wsgr.com/en/
Relevant Links:
Becki DeGraw — partner in WSGR's San Francisco office — https://www.wsgr.com/en/people/becki-degraw.html
TechCrunch broke the YouTube story— https://techcrunch.com/2006/10/09/google-has-acquired-youtube/
Sequoia Capital — https://www.sequoiacap.com/
Roelof Botha — led Sequoia's YouTube investment and later ran the firm globally → https://en.wikipedia.org/wiki/Roelof_Botha
ESOP / employee stock option pool — https://thisweekinstartups.com/basics
Founder & advisor equity documents — https://www.wsgr.com/en/services/practice-areas/corporate/emerging-companies.html
Timestamps: Becki DeGraw on why founder equity is "near and dear" to every founder
Founder vesting explained
Why you want vesting even if you never take VC money
"Why do I have to vest again?"
Leverage is a function of how many offers you have
The exact script for landing a second term sheet
Don't let an AI write your three-page vesting schedule
Character in Silicon Valley: it's a small world after all
Take the emotion out of it
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