They offered bonuses (too small in my opinion) if the rewrite is successful, but I'd rather have shares (even a 1-2% would be a lot in case of a future exit). They seem to be reluctant about it, how can I make them change their mind?
In terms of the percent of the company you should ask for, there's not enough information in this post to give a useful answer. How's the salary relative to the market? What's your experience? What do they anticipate the impact of the rewrite being? How much business do they expect country B to drive vs. country A, which is already established? If it's a market leader but only valued at €15-20M, then it sounds like it's in a niche category and isn't likely to see explosive growth (unless that's coming from country B and future countries, in which case your work will be driving most of the growth, and you should be rewarded accordingly).
Your description of the work makes it sound like you're being hired more as an engineer than a CTO - they've already decided what the strategic direction is and what work needs to be done, and you're just there to write code. The lack of willingness to give equity to the second- or third-most senior position in the company adds to that impression.
You should figure out what you could get in a more traditional engineering role, then demand some form of compensation that will have substantial upside to that in the event of success (with the amount of upside being directly proportional to how much less you'll make vs. working as an engineer if the company is not successful).
https://news.ycombinator.com/item?id=34084354
Just negotiate the best salary you can and consider any promises of future bonus/exit to be at best a lottery ticket.
* no, your super-epic rewrite of that website isn't going to single-handedly save a failing org however much they flatter you with a fancy title. Don't get manipulated into heroics because even if they do make it big, chances are the VCs and founders will squeeze you out.
This is a perfectly fine company which has been around for 10+years and already received a couple of acquisition offers, AFAIK.
I personally wouldn't expect a CTO to spend too much of their own time on building a website. Usually the CTO works more in a strategic capacity, ensuring the company is spending time on things that matter and that projects are on track.
If the website-project does have a very high impact on the business and you're fine with taking this type of position, then you should emphasize the value that you bring. A well-done, on-time project can be very valuable, especially if the business depends on the website a lot and there are competitors with better sites. Your experience can be invaluable and you should be rewarded for it.
If the company doesn't particularly care about the site, nor technology in general - which is the feeling I get from your description - then you might just not have much leverage.
Most importantly, do not make yourself look desperate. State what you want and then negotiate.
If it is the former, yes, a CTO should get equity. If it is the latter (which I suspect it is, because the company became market leader in Country A without a technology leader), what they are looking for is a programer to code up their website - the CTO title is to stroke your ego.
There are other possibilities in the spectrum between these two extremes. Your likelihood of getting equity increases the more technology oriented the company is, because your contribution influences the overall success of the company more.
As others have said, you should not be writing code all day long (I tend to dip into coding about 10-15% of my time). Instead you should be setting direction, managing and leading people, and drive delivery of product increments.
"I really like this opportunity, the team and opportunity are great. I know I can have a lot of impact. For it to make sense for me financially, I need 5% equity in your company, which is the market rate for an early stage CTO."
And then walk away if they say no. "Sorry, that's just not going to work for me."
At this stage you're not going to get shares, unless they really want you.
What you should be getting is options (with strike price at current/last valuation).
Think about how likely is the exit and where you expect the value to be in 5 years. For example, if company doubles in value, you will get to exercise your 1% for €200k and sell it for €400k (assuming there was no dilution). Not bad, but probably not the life changing event you were expecting, you can get roughly same value by getting a salary that is 40k/year higher with lesser risks.
Of course it gets very different when you expect the valuation to grow 100x. But that requires way more than simply expanding into another country.
How would it be different from them giving me 0.5% instead of 1% but at "face value"?
I doubt they can just give it to you at face value. Are there other employees that were incentivized with stock/options? Were there investment rounds? Were you with the company from the beginning?
As a CTO, you can be entitled to higher compensation (both cash and stock), but not special treatment.
Honestly, I wouldn't bother with the equity. They want you to write code - think of it like a job - you are not a co-founder.
A CTO's comp is tied to performance and paid in shares (should be mostly capital gains).
If they go cash bonus and base pay only, they are looking for an engineer. Since you are in Europe, my best advice is to re-structure the contract to be a contractor.
Big tech in USA is paying that as salary
