If you have the time, Id appreciate advice. I was offered low 6 figures base salary plus 3% equity for a CTO role at a startup. I would be the 4th member Joining. As I know, there is a CEO bankrolling most of it, an expert in the field of the business who is taking little pay, and a marketing guy who is unknown but most likely taking some payment. Prior to the offer letter I built a prototype (out of contract) as a sort of demonstration I could do the job. However, I wish to be compensated for the rights to the prototype upon joining as it is about 50k lines of code. What would you do in my shoes?

> I was offered low 6 figures base salary plus 3% equity for a CTO role at a startup.

That's not an unreasonable offer. You should try to negotiate it up to around $150k.

> However, I wish to be compensated for the rights to the prototype upon joining as it is about 50k lines of code.

I'd suggest you mostly give up on that idea. It's naive thinking. The market value of this code is close to 0—it's very unlikely anyone else would want to buy it from you. At best, it's just an additional reason to hire you (instead of someone else).

I appreciate your insight. One thing I might add to bolster my reason for wanting compensation is that the prototype is critical to their business and without it they will be set back several months which they cannot afford. Furthermore, their vesting schedule gives them the potential to work me to death in the first year and then take everything I've built (past and future) and show me the door before anything vests.

On the other hand, if I walk, I might have wasted a few months time but at least I will have comparable salary in a stable job. 3% in early seed rounds just seemed pathetic to me when my role would be vital to the companies ability to grow.