Many startup employees buy into company stock plans, believing they’ll share in the upside. But as cases like Philz Coffee show, liquidation preferences and capital stack rules often leave them with nothing after an exit. Are employee stock plans fundamentally misaligned with venture-backed structures?

Stock is financial - fairness is irrelevant. Never expect fairness in business deals.

VCs stack the cards against common stock holders - high risk for perhaps $0 return (even though preferential shareholders might make bank).