We are planning for a software startup and following is our setup.
People who came up with idea and are also investing, are not willing to make developers their shareholders, except through vesting. Is this logical and commonly followed practice or should developers also be part of core team with founders equity from day zero?
What should be the suggested way of equity division from your side?
Software Equity Founders Agreement Team
Looking at the information you have laid out, even 20 people answering here won't help you. It is already getting convoluted, especially since people expect equity for having an idea, which is wroth zero without execution. There are 7 billion people in the world and I guarantee you about a thousand have the same idea right now. Only those who execute on their idea have a chance at making money.
That all said, I highly recommend for founders involved to read Founder's Dilemma. That book will get you started. Then those founding the company need to do bit more research to understand what the market is like and what you can expect to see. Several weeks invested on educating yourselves is going to pay off many times over in long term.
P.S. I have also written an article recently: "Building Compensation Package Series (part 1): Startup Equity Compensation Framework 2.0"
So if the developers don't have shares, why would they take less than market salary?
Furthermore, when the going gets tough, these salaried developers will clock out at the end of the day. If you want them to have above average loyalty and interest in keeping the product running (crunch time at the end of the week, waking up at 3am to fix something, etc.) you're going to have a hard time finding that unless they have a significant upside (read stock) in it getting done.
Looking at your question, it doesn't seem to meet the "fairness, or perception of fairness " point that Joel Spolsky made when answering a similar how do I divide equity amongst partners question.
Not everyone has to agree with his view, but its a worth a look.
I also agree with Apollo about the value of ideas without execution (I've made other posts along those lines) and well as JohnZ's posit that paying sub market rates to developers without any skin in the game is a big flight risk.
I would consider the gang of 4 the seed investors, with the 1 full timer as the true founder (with an understanding of what a startup CEO salary actually is, not what his current CEO salary / executive position is), and then create an appropriate vesting / cliff / for the developers (if you truly intend of making them full timers).
Looks like you have an interesting conversation ahead with the gang of 4! Good luck.
The idea itself is worth 0 in equity, so you can remove that from the picture.
What matters is:
And these factors matter only as much as their necessity.
For example, if it 's a fully digital product, capital need is usually low.
If it 's not a complex product, the CTO as equity is less important since the capital can be used to pay for the development.
And then you have the sales issue, but you 'll be stupid to give substantial equity to people who "believe they have connections and understand the market". Har har! :D Just like the developer, their previous performances on business development is what matters here.
For the CEO, working at whatever % below his salary means nothing, unless he 's already a (successful) CEO. You don't measure performance negatively, you measure it positively, i.e. what does he bring in the table I can't find cheaper elsewhere?
Ultimately, we can't balance the above for you, because we lack the details of the start up. That 's one of the burdens of the entrepreneur. Give too little and you may fail, give to much and you 'll be a sucker.