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Founding-Team Recruitment — Offer Architecture

Canonical record of the outstanding cofounder/C-suite offers, their mechanics, and the rules for how they may appear on investor materials. Produced from the fourth LLM-council sitting (2026-07-09, 5 seats: Claude / Codex / Gemini / Grok / local; Grok's architecture ranked first) under the founder directive: cofounder/C-suite offer first and foremost, board advisor or chairman as the explicit secondary fallback. Plain-language twin: ../business-plain/founding-team-recruitment.md.

Everything in this document is a NON-BINDING record of proposed terms, subject to independent counsel review and definitive signed agreements. Nothing here constitutes an offer capable of acceptance; no equity exists until papered.

Offer 1 — David M. Porter, Jr.

SUPERSEDED IN PART (seventh sitting, 2026-07-09, founder directive): the fifth-sitting "President conversion within 12 months" expectation is replaced by permanent dual-role with full-time election as an option only. Terms remain non-binding proposed records.

Primary: Cofounder & Executive Chairman — permanent dual-role. He keeps President of Stirrup Properties and CEO of Bi-Coastal Consulting; no resignation requirement, ever. Full-time election (→ President) is an option he may exercise at any time, board-ratified — never an expectation, never a deadline.

Term Detail
Role Cofounder & Executive Chairman, permanent dual-role; outside roles retained (Stirrup, Bi-Coastal)
Commitment ~20 hrs/wk, certified annually
Equity 10–15% (12% default) — the twice-priced part-time band stands (seventh sitting rejected both a cut to 8–12 and Grok's lift to 12–18); optional FT election → 18–25% via new grant on the delta
Salary $4,000–6,000/mo ($5,000 default), pro-rated ~50% FTE, post-Contingency only, board-approved annually
Vesting 4-yr monthly, 1-yr cliff, from the later of Contingency Date and delivered clearance package (self-administered — days, not months); pause-on-lapse; annual scope certification
Clearance Written Stirrup board/family consent · Bi-Coastal client-conflict attestation (signed active-client list vs WW org-seat pipeline) · contract/IP review (no non-compete/non-solicit/exclusivity/IP-assignment reaching WW) · independent counsel sign-off · annual re-certification
Plan B Board Advisor / Non-Exec Chairman 1–2.5%, 2-yr vest, no cliff — only if he exits the cofounder role entirely

Ethics wall (Bi-Coastal ↔ WW org-seat overlap): active Bi-Coastal clients (concurrent or trailing 24 months) are off-limits for WW outreach by David personally — WW may still sell to them via Andrew, with David recused from pricing, negotiation, and deal strategy. Client list held under NDA by WW counsel, not operationally by Andrew. WW confidential data never informs Bi-Coastal engagements; no reuse of client coaching material in WW pitches. Exceptions via disclosure + board approval.

  • Board seat contemplated at first priced round — never promised as a committed board vote.
  • No single-trigger acceleration on YC/priced round (bad financing governance; investors strip it).
  • Why him: Howard growth motion (MBA enrollment +90% yr 1, +250% over 3 yrs) = the Phase B lighthouse-university playbook; AALI (2,000+ grads) + Kaitz (10,000+ leaders) + NAMIC/NSBE = the institutional channel; $20M+ raised = the raise itself; Harvard OB PhD = DraftHonestyGuard as applied research; his public AI-hiring-bias engagement = the verified-profile north star is his stated cause.

Offer 2 — Pamela Morris-Thornton

SUPERSEDED IN PART (sixth sitting, 2026-07-09, founder directive): the fifth-sitting "accept-by-leaving / no dual C-suite" structure below the line is replaced by the permanent dual-role structure here. Terms remain non-binding proposed records until papered by counsel.

Primary: Cofounder & Chief People Officer — permanent dual-role permitted alongside her Advantage Solutions CHRO seat; no resignation requirement, ever.

Term Detail
Role Cofounder & CPO — permanent dual-role permitted; no resignation requirement
Equity 8–12% (10% default); advisor credits (0.5–1.5%) offset; steps to 15–18% automatically on full-time election (new grant on the delta, new vesting on the delta)
Vesting 4-year monthly, 1-year cliff, from the later of the Contingency Date (YC acceptance + wire) and written ADV clearance; pauses if clearance lapses; light annual scope certification
Cash $2,000–4,500/mo ($3,000 default) pro-rated salary, post-Contingency only, board-approved — contingent on written ADV consent expressly covering cash compensation; absent that consent, equity + expenses only (seventh sitting overruled the sixth-sitting equity-only rule); $8–12k/mo activates on full-time election
Gates Written ADV clearance, WW board approval, counsel papering, permanent ethics wall
Plan B only Board Advisor 0.5–1.5%, 2-yr vest
Future path One-line option in term sheet: President, Employer & Institutional Partnerships

ADV clearance checklist (all in writing before vesting can start): (1) ADV written consent to the outside officer role and equity — GC or conflict-committee sign-off, not a manager's nod; (2) IP/invention-assignment carve-out — WW work on own time and equipment, zero ADV IP; (3) NASDAQ-officer items — D&O questionnaire disclosure, code-of-ethics compliance, Section 16 / Reg FD awareness memo, related-party-transaction protocol if ADV ever transacts with WW; (4) public bio / press / conference ground rules; (5) non-solicit and vendor/customer-overlap terms confirmed compatible; (6) annual recertification + auto-suspension — if ADV withdraws consent, WW vesting pauses and the dual-role terms suspend until resolved.

Permanent ethics wall: no ADV confidential info or benchmarks; no ADV time, systems, devices or resources; no soliciting ADV employees, candidates or vendors; no leveraging ADV procurement or customer relationships. ADV and its direct competitors are excluded from her WW scope entirely — if ADV or an ADV-adjacent prospect ever enters the pipeline, Andrew runs it, she is recused on the WW side and follows ADV's own recusal process on that side. CPO scope includes WW hiring, comp philosophy, org design, culture, people-ops, and generic employer-side product advisory; excludes anything ADV-derived.

YC coding (honest + strongest): Andrew answers YC's batch/commitment questions as the sole full-time founder; Pamela is named as a part-time Cofounder & CPO with disclosed hours (~10–15/wk). Conversion-commitment language is used only if she independently and genuinely commits — an unmade intention is never coded as a commitment. Stated plainly: dual-role is materially weaker at YC than resign-on-wire; this coding is the strongest honest version, not a fix. - Why her: the Stage 2 org-seat motion (coaches/bootcamps/universities/workforce/outplacement) is her 30-year buyer landscape; READY is the exact persona; a 70k-employee public-company CHRO is the Stage 5 employer-partnership credibility; the anti-spam + honesty-guard posture solves the TA-executive pain she has lived.

Rules for investor materials (both offers)

  1. Status vocabulary, always: Offered / In discussion / Advisor (Plan-B active). Never "has joined" until signed (and, for Pamela, cleared).
  2. Names appear on the deck or the YC application only with written permission.
  3. All equity is unvested promise until papered by independent counsel for each of them — David is family, Pamela is a near-family mentor; lawyer-papering protects the relationships.
  4. Full-time expectations written in hours/percent; a part-time seat is never presented as full-time headcount.
  5. No compensation promises pre-funding; no public announcement until signed (+ clearance).
  6. YC risk rule: two named outstanding C-suite offers are a recruiting asset if status-coded, fatal if fuzzed — YC punishes fuzzy team slides harder than solo founders.

Conditional-on-YC structure (fifth sitting, 2026-07-09)

Both offers are structured as conditional on YC admission — the founder's directive, executed with the constraints stated plainly:

  • Contingency Date = YC acceptance notice plus confirmed funding wire. Until then: no resignation obligation, no full-time duties, no service obligations (optional pre-admission advisory work scoped separately). Upon it: full-time within 14–30 days, equity vests per the papered schedule, cash compensation begins.
  • Founder salaries post-close are the YC norm, not a red flag — planning range $8,000–$12,000/month gross, board-approved, runway-dependent. SF batch (Oct–Dec) travel, lodging and living costs are legitimate company expenses. There is no signing bonus or participation payout beyond salary, equity, and approved expenses — a "direct payout for taking part" is the investor red flag; salary is not.
  • Full-time reality: YC requires genuinely full-time founders by funding/batch. Andrew is the sole full-time founder for YC purposes. BOTH cofounders are permanently dual-role (sixth + seventh sittings) — neither ever resigns; both are disclosed to YC as part-time cofounders with hours and salaries stated. Claiming full-time for either would be a misrepresentation that sinks the application — the packages say so.
  • Riders: David — equity clock and salary from the later of Contingency Date and his self-administered clearance package; President FT conversion is elective-only, board-ratified. Pamela — equity clock from the later of Contingency Date and written ADV clearance; advisor ramp credits against the grant; pro-rated salary per the seventh-sitting formula, consent-gated.

Dual-role salary formula (seventh sitting): monthly salary = FT planning midpoint ($10k) × committed-hours FTE, post-Contingency only, board-approved annually, disclosed on status-coded YC materials. David ~50% FTE → $4–6k/mo ($5k default); Pamela ~25–37% FTE → $2–4.5k/mo ($3k default). Flat equal stipends rejected — equal pay for unequal hours is what investors flag. Optics defenses on record: zero pre-funding cash, pro-rated math tracks hours, below market (fractional chairman/CHRO bills 3–5×), board minutes each approval, annual hours certification, full disclosure. YC coding: Andrew = sole full-time founder; David and Pamela = disclosed part-time cofounders ("Cofounder (part-time, dual-role)" — never "advisor", never "soon full-time") with hours and salaries disclosed. - If not admitted: seats simply never activate, or convert to the advisor Plan-B.

Feature framing + YC module in the recruitment packages (fifth sitting)

  • Features enter decks as story beats, never inventory: one readiness slide, max 4 tailored bullets ("We don't just fill applications — we prepare people for the role"). David gets study plans/course integrations + AI-project coaching (AALI-as-software closer); Pamela gets interview retrospectives + salary/equity education (supply-side closer). Company-health/layoff signals stay in the Word-doc appendix (demo-grade). Full surface lives in each doc's appendix table.
  • Both packages carry a two-part YC explainer (neither recruit knew YC): ~1% acceptance vs Harvard ~3%/Rhodes; alumni Airbnb/Stripe/Dropbox/Coinbase/DoorDash/Reddit; Sam Altman ran YC 2014–19 before OpenAI, Garry Tan today; ~11,000-founder network; $500k standard deal (speaker note: $125k for 7% + $375k uncapped MFN SAFE, ycombinator.com/deal); Demo Day. Plus the mock YC pitch showing each recruit their own place in the admission story, with honest-odds language ("nobody can promise admission; nothing in this package depends on a promised yes").

Delivery artifacts

Offer-first pitch packages (deck + Word proposal per person) live in C:\Users\fives\source\repos\workwingman-pitch-packages\ (*-OfferFirst.pptx / *-OfferFirst.docx). Council record: llm-council reports/2026-07-09_195026_fourth-council-sitting--workwingman-recruitment.md.