Stacey Martinez — VP Go-to-Market Revision · 2026-06-02
Launch Line Advisory · In response to your 6/2 reply · Non-binding · Definitive Advisor Agreement + Equity Grant to follow from counsel
Revised compensation structure (forward cash, no pre-revenue debt accrual), 3-stage cap table, and a scenario framework for thinking about valuation.
1 · Terms — proposed structure
Your reply asked for a cash component. This structure preserves the 6% equity and addresses the cash question through forward cash, not back cash — meaning cash kicks in when Launch Line can actually pay it from operations or fresh capital, rather than accruing as a balance-sheet liability during the runway period. Hard principle: no debt on Launch Line's books pre-revenue.
| Lever |
Term |
| Engagement term | 12 months |
| Commitment | ~25% time, ~10 hr/wk |
| Cash during engagement (pre-revenue) | $0/month, no accrual, no contingent liability |
| Equity grant (day 1) | 6.00% fully-diluted common |
| Vesting | Monthly, 1/12 each over 12 months, no cliff, no performance gate |
| Forward cash — Path A (operating profitability) | Upon Launch Line achieving trailing-3-month operating profit ≥ $50K/mo, you convert to $4,000/month forward salary, paid from operations. Continues for remainder of engagement or as renewed. |
| Forward cash — Path B (Series A signing bonus) | If a priced Series A (≥$5M) closes before operating profitability, a one-time founding-team bonus is paid to you from round proceeds (sized at $4K × months of active engagement through close; carved out at term sheet stage from fresh investor capital — not back-pay on operations). |
| Pro-rata distribution rights | Participates in any operating distributions to common holders |
| Secondary participation right | Pro-rata if founder secondary or unsolicited M&A |
| Effective date | Signing of definitive Advisor Agreement |
| Launch Line pre-revenue cash burn | $0 — no accrual, no balance-sheet liability |
Why forward cash (not deferred / notional accrual): a notional accrual creates a contingent liability that sits on the balance sheet, shows up in due diligence, and undercuts the "bootstrapped + clean books" story Launch Line is committed to. The forward structure is cleaner: cash flows only when there's actually cash to pay it — either from operations you helped build, or from Series A proceeds. Aligns your incentives with the same outcomes Launch Line is optimizing for, no debt accrues, story stays honest.
2 · Cap table — bootstrap-to-A, three stages
No seed round modeled. Launch Line bootstraps on revenue through Series A.
| Holder |
Founding |
Yr-1 grants |
Post-Series A |
| Jeff Giuzio — Founder | 100.00% | 90.25% | 63.18% |
| Stacey Martinez — VP GTM | — | 6.00% | 4.20% |
| Kara Witalis — Advisor (healthcare governance) | — | 3.00% | 2.10% |
| Joey — Summer intern (Owl) * | — | up to 0.25% | up to 0.18% |
| Dominic — Summer intern (Falcon) * | — | up to 0.25% | up to 0.18% |
| Arthur — Summer intern (Sparrow) * | — | up to 0.25% | up to 0.18% |
| Option pool (unallocated) | — | — | 10.00% |
| Series A investors | — | — | 20.00% |
| Total | 100.00% | 100.00% | 100.00% |
Key takeaways on the cap table
- One dilution event, not two. Bootstrap-to-A means your 6% dilutes once (to 4.20%), not twice (to ~3.15% as in a Seed → A path).
- Pro-rata dilution at A. Pool refresh comes out of pre-money — founders, advisors, and interns all bear it proportionally. Series A investors get a clean 20% post-money.
- Equity is guaranteed from day one. Vesting is purely time-based — no performance gating, no clawback. After your first month you've locked in 0.5% of the company; after a full year, 6%.
- Two real paths to cash, neither creates debt. Operating profitability → $4K/mo forward salary. Series A → signing bonus from round proceeds.
3 · Valuation — scenarios, not a current FMV
How to think about value: there isn't a defensible current FMV for Launch Line equity today. No 409A valuation, no priced round, no revenue. Rather than anchoring on a paper number, the framework below outlines the scenarios this engagement is underwriting toward — anchored in comparable healthcare-SaaS exits. Real price discovery comes with Series A or an acquisition offer, 18-30 months out.
Scenario framework
| Scenario |
Path |
Stacey's % |
Paper value |
| No traction | No A, no acquisition | 6.00% | $0 |
| Modest bootstrap success | $1-2M ARR, no A, profitable | 6.00% | $600K – $1.2M (5-10× ARR) |
| Series A on revenue | $3-5M ARR, A at ~$40M post | 4.20% | ~$1.7M paper |
| Strong outcome / M&A | Acquired at $100-200M | 4.20-6.00% | $4M – $12M |
Honest framing for the email
"There's no FMV today because there's no revenue. The first real price discovery is Series A or an acquisition offer — both 18-30 months out. Here's the case we're underwriting; tell me where you think it's wrong."
4 · Open items to discuss
- Forward-cash trigger threshold. Proposed at trailing-3-month operating profit ≥ $50K/mo. Open to refining the threshold.
- Series A bonus sizing. Proposed at $4K × months of active engagement through close (caps naturally at elapsed time). Defaults to flat $48K if simpler is preferred.
- Counsel engagement. Definitive Advisor Agreement and Equity Grant docs to be drafted by counsel before signing. Target effective date no later than 7/15.
- Cap table. Section 2 reflects current cap table plus all anticipated Year-1 grants. Updated cap table will be re-confirmed at signing.