Overview
Pre-IPO companies are late-stage startups actively preparing for public offering—typically having raised $100M+ with valuations exceeding $1B. They've proven product-market fit at scale, established revenue, and are building the operational infrastructure required for public company scrutiny.
For engineering candidates, pre-IPO represents a specific risk/reward calculation: lower startup risk (company survival is more certain), competitive salaries approaching public company levels, and equity with potential near-term liquidity—but smaller ownership percentages and less explosive upside than earlier stages.
The hiring dynamic shifts at this stage. You're competing directly with public tech companies on compensation while selling the equity upside of a successful IPO. Candidates evaluating pre-IPO offers are typically sophisticated about equity, having seen IPO outcomes (both successful and disappointing) across the industry.
What Makes Pre-IPO Hiring Different
Pre-IPO hiring operates in a unique middle zone—you're no longer selling startup dreams, but you're not yet offering public company certainty. Understanding this dynamic is crucial for effective recruiting.
The Pre-IPO Company Profile
Companies in pre-IPO stage typically share these characteristics:
Scale and stability:
- $100M+ in total funding raised
- $1B+ valuation (often $5-20B+)
- 500-5,000+ total employees
- 100-500+ engineers
- Established revenue ($50M+ ARR typically)
- Clear path to profitability or already profitable
Organizational maturity:
- Professional management team with public company experience
- Board members with IPO experience
- Established HR, legal, and finance functions
- SOX compliance preparation underway
- Audited financials and robust reporting
Engineering environment:
- Specialized roles (platform, infrastructure, security)
- Formal code review and deployment processes
- Dedicated QA and security teams
- Technical documentation and architecture standards
- Established on-call rotations and incident response
Pre-IPO vs. Other Funding Stages
| Aspect | Series B | Series D/E | Pre-IPO | Public |
|---|---|---|---|---|
| Team Size | 15-40 eng | 50-150 eng | 100-500+ eng | 500+ eng |
| Equity | 0.1-0.5% | 0.02-0.1% | 0.01-0.05% | RSU grants |
| Risk Level | Moderate | Lower | Low | Minimal |
| Liquidity | 5-10 years | 2-5 years | 6-24 months | Immediate |
| Base Salary | 80-90% market | 90-95% market | 95-100% market | 100% market |
| Process | Light | Structured | Corporate | Corporate |
What You're Actually Selling
Pre-IPO offers a specific value proposition that appeals to certain candidate profiles:
The pitch: "Join us at the inflection point—help take a proven company public and participate in that milestone, with compensation competitive with public companies."
Who finds this compelling:
- Risk-aware candidates who still want equity upside
- Engineers seeking scale challenges without early-stage chaos
- Those who've been burned by early-stage equity and want liquidity certainty
- Candidates wanting stability for life circumstances (family, mortgage)
- Engineers who want "big company" resume credentials with startup equity
Who won't be convinced:
- High-risk-tolerance candidates seeking 10x+ equity outcomes
- Those who prioritize small team intimacy and broad ownership
- Engineers who want to shape early culture and technical decisions
- Candidates who find pre-IPO bureaucracy frustrating
The Equity Conversation at Pre-IPO
Equity discussions at pre-IPO require a different approach than earlier stages. Candidates are typically more sophisticated, the math is more transparent, and the stakes feel more real with potential liquidity visible.
Understanding Pre-IPO Equity Mechanics
Grant sizes: Pre-IPO equity grants are measured in thousands of shares rather than percentage points. A typical senior engineer might receive 5,000-20,000 options or RSUs, representing 0.01-0.05% ownership—small percentages with meaningful absolute value at high valuations.
Valuation clarity: At pre-IPO, 409A valuations are typically closer to preferred stock prices, and candidates can reasonably estimate current value. A $10B company with 200M shares outstanding trades at ~$50/share; 10,000 options at a $40 strike has clear math.
Liquidity timeline: The key differentiator. Unlike earlier stages where liquidity is speculative ("maybe in 7-10 years"), pre-IPO has a realistic timeline: "We're targeting an IPO in 12-24 months, though this isn't guaranteed."
How to Frame Pre-IPO Equity Honestly
Do say:
- "Your grant of 10,000 shares represents approximately $300K in current paper value at our latest 409A valuation of $30/share"
- "If we IPO at current valuation levels, you'd have liquid stock shortly after the lockup period ends—typically 180 days post-IPO"
- "Post-IPO stock performance varies—some companies trade above their private valuations, others below"
- "You'll also receive annual refresh grants that compound your equity position"
Don't say:
- "Your equity will definitely be worth $X when we IPO"
- "We're guaranteed to IPO next year" (IPOs get delayed constantly)
- "The stock will definitely go up after IPO"
- "This is basically free money"
Pre-IPO Equity vs. RSUs at Public Companies
Help candidates understand the tradeoff they're making:
| Factor | Pre-IPO Options/RSUs | Public Company RSUs |
|---|---|---|
| Liquidity | Post-IPO + lockup (12-24+ months) | Immediate at vest |
| Value certainty | Estimated | Known |
| Upside potential | IPO pop, post-IPO growth | Ongoing growth only |
| Downside risk | IPO delay, down-round, failed IPO | Stock decline |
| Dilution | Pre-IPO financing possible | Minimal |
| Tax complexity | ISOs, exercise decisions | Simple RSU taxation |
Addressing the "IPO Might Not Happen" Objection
Sophisticated candidates will ask about IPO uncertainty. Be prepared:
Timeline risks:
- Market conditions can delay IPOs by years
- Regulatory or business challenges extend timelines
- Even well-positioned companies postpone
Alternative outcomes:
- M&A (acquisition could accelerate or change liquidity)
- Direct listing (different mechanics but similar outcome)
- Secondary tender offers (partial liquidity before IPO)
- Continued private operation (longer timeline, not necessarily bad)
How to frame it:
"We're actively preparing for an IPO with a target of [TIMEFRAME], but I won't promise it'll happen exactly then. What I can tell you: we have the financials, team, and market position to go public. The timing depends on market conditions and board decisions. Our equity is structured to be valuable whether we IPO in 18 months or 36 months."
Hiring for IPO Readiness
Pre-IPO companies have specific engineering needs driven by public company requirements. Understanding these helps you source and pitch effectively.
Engineering Priorities at Pre-IPO
Scale and reliability:
- Systems must handle enterprise-grade SLAs
- Uptime becomes reputation-critical
- Performance at scale is mandatory, not aspirational
Security and compliance:
- SOC 2, SOX compliance requirements
- Enhanced security posture and audit trails
- Data governance and privacy (GDPR, CCPA)
Operational maturity:
- Robust monitoring and alerting
- Incident response processes
- Change management and deployment governance
Financial systems:
- Revenue recognition accuracy
- Usage tracking and billing precision
- Forecasting capabilities
Roles in High Demand Pre-IPO
Security and compliance:
- Security engineers (app sec, infra sec)
- Compliance automation engineers
- Identity and access management
Infrastructure and reliability:
- Site reliability engineers (SREs)
- Platform engineers
- Database administrators at scale
Data and analytics:
- Data engineers (for financial reporting)
- Analytics engineers (metrics and dashboards)
- ML infrastructure (for enterprise features)
Enterprise features:
- Enterprise sales engineering
- API platform engineers
- Integration specialists
The "IPO Resume" Angle
For some candidates, being at a company through IPO is career-valuable:
What they gain:
- "Took X through IPO" on resume
- Experience with public company transition
- Networks from the IPO process
- Understanding of scale challenges
How to pitch:
"Beyond the financial opportunity, being part of an IPO is career-defining experience. You'll see how a company professionalizes, navigates regulatory requirements, and scales operations. Engineers who've done this are highly sought after for leadership roles."
Competing for Talent at This Stage
Pre-IPO companies face a specific competitive landscape. You're competing against both public tech giants and other hot startups—each with distinct advantages.
Your Competition
Public tech companies (FAANG, etc.):
- Higher base salary certainty
- Immediately liquid RSUs
- Known brand recognition
- Perceived stability
Other pre-IPO companies:
- Similar equity stories
- Varying IPO timelines
- Different valuation trajectories
Earlier-stage startups:
- Higher equity percentages
- More ownership and impact
- Smaller team experience
Competitive Positioning Strategies
Against public companies:
Emphasize:
- Equity upside (potential IPO appreciation)
- Smaller team relative to FAANG
- More scope and visibility
- Earlier career trajectory
- Interesting technical challenges at scale
Acknowledge:
- RSU liquidity certainty is a real advantage
- Brand recognition differs
- Benefits may be less comprehensive
"At [PUBLIC CO], you'd get $400K liquid RSUs over four years. Here, your equity has current paper value of $450K with potential upside if we execute our IPO well. The tradeoff: you're betting on our continued growth, but with significantly less risk than earlier stages."
Against earlier-stage startups:
Emphasize:
- Near-term liquidity potential
- Competitive base salary
- Lower risk of total equity loss
- Scale experience and resources
Acknowledge:
- Ownership percentages are smaller
- Impact per engineer is diluted
- Culture is more corporate
"At a Series A, you might get 0.2% of an unproven company. Here, you get 0.02% of a proven company worth 50-100x more with realistic liquidity. Different risk profiles for different career stages."
Compensation Benchmarking
Pre-IPO compensation should compete directly with public companies:
Base salary: 95-100% of public company market rate. You can't underpay significantly—candidates will take the liquid RSUs instead.
Equity: The differentiator. Frame total compensation including equity at current valuation AND potential IPO appreciation.
Signing bonus: Common at pre-IPO to offset equity lockup periods. Candidates giving up liquid RSUs may need cash bridge.
Refresh grants: Annual equity grants that compound holdings. Communicate the ongoing equity growth story.
Risk/Reward Communication
Transparent communication about pre-IPO risk/reward separates respected employers from those perceived as overselling.
Honest Risk Assessment
What you can say with confidence:
- Company financials and trajectory
- IPO preparation activities underway
- Comparable company IPO outcomes
- Your specific equity grant and vesting
What remains uncertain:
- Exact IPO timing
- IPO valuation vs. current valuation
- Post-IPO stock performance
- Market conditions at IPO time
Scenario Planning with Candidates
Walk through realistic scenarios:
Bull case (IPO at premium, stock appreciates):
"If we IPO at 20% above current valuation and stock grows 30% in year one, your 10,000 shares could be worth $500K+ after lockup."
Base case (IPO at current valuation, modest growth):
"If we IPO at roughly current valuation with flat post-IPO performance, your shares would be worth approximately $300K."
Bear case (IPO delayed or down-round):
"If IPO is delayed 2 years or we have a down-round, your equity timeline extends and paper value may decrease. However, refresh grants would compound your position."
Disaster case (company fails or acquisition at loss):
"This is rare at our stage, but not impossible. Liquidation preferences could mean common shareholders receive less than expected in a distressed outcome."
Calibrating Candidate Expectations
Different candidates need different conversations:
For candidates from public companies:
Focus on equity upside and career opportunity. They understand stable compensation—show them what's different.
For candidates from earlier-stage startups:
Acknowledge the ownership tradeoff. They chose startups for a reason—explain why this stage makes sense now.
For first-time equity recipients:
More education required. Don't assume understanding of options, RSUs, vesting, or tax implications.
For candidates with families/mortgages:
Emphasize stability aspects. Pre-IPO is less risky than seed stage—they can take some equity risk with life responsibilities.
Building Your Pre-IPO Hiring Engine
Process Recommendations
Speed matters: Pre-IPO candidates often have competing offers. Compress timelines—3-4 weeks max from first contact to offer.
Comp transparency: Share ranges early. Candidates comparing against public company offers need to understand total comp quickly.
Executive access: Pre-IPO candidates often want to meet leadership. Enable founder/C-suite conversations for senior roles.
Reference selling: Connect candidates with recent hires who made similar decisions. Peer validation is powerful.
Common Pre-IPO Hiring Mistakes
Overselling the IPO timeline:
IPOs get delayed constantly. Build credibility by being realistic about uncertainty.
Underinvesting in base salary:
"The equity makes up for it" doesn't work when candidates have liquid RSU alternatives.
Ignoring career motivation:
Some candidates want the IPO experience more than the money. Understand what drives each person.
Generic pitches:
Pre-IPO is a specific stage with specific tradeoffs. Tailor your pitch to the candidate's situation.
Success Metrics for Pre-IPO Hiring
Track these to optimize your pre-IPO recruiting:
- Offer acceptance rate (target: 75%+)
- Time to offer (target: <3 weeks)
- Candidate source mix (referrals should be strong at this stage)
- Competition win rate (especially vs. public companies)
- New hire retention at 1 year (pre-IPO should be stable)