Pync Discussion Strategy — Panat Taranat

Working document for meetings with Claire (Varin Trisopa, CEO of Pync) regarding fractional CTO engagement, phased conversion path, equity, compensation, and team structure. Internal prep, not for sharing.

Current State of Negotiation

Where Pync stands (per invitation letter dated April 22, 2026):

Proposing a phased engagement: Trial → Fractional CTO → Full-Time CTO
Trial: part-time 15-20 hrs/week, 4-6 weeks, paid engagement TBD after NDAs signed
Fractional CTO: ~8 weeks, ongoing monthly compensation, expanded responsibilities
Full-Time CTO: “more than 5% shares + salary, 4-year vest, 1-year cliff,” competitive package TBD
Two NDAs presented (Pync Co., Ltd Thailand and Pync Inc. US), compensation explicitly “to be finalized together after NDAs signed”

Where I stand:

E2 visa sponsored by Script Wizards LLC; cannot be W-2 employee of another US entity
Green card expected via spouse, estimated 12-24 months out
Consulting engagement must run through Script Wizards LLC on C2C basis
Full-time CTO conversion requires either green card, O-1 transition, or other visa change
Preferred structure: C2C throughout, with written letter agreement committing to US equity grant upon visa-enabled conversion
Have sent consulting agreement draft; awaiting entity structure clarity before finalizing

Known gaps in Pync’s offer:

Entity structure unclear (two entities, two addresses, unclear parent-sub relationship)
Compensation deliberately deferred until post-NDA signing
Equity floor anchored at 5%+ with no ceiling specified
Phased path means no CTO title commitment until after fractional phase demonstrated
4-year NDA term longer than I prefer
Thai governing law on US entity’s NDA is structurally incorrect

Meeting Objectives

Today’s call (first structural meeting):

Clarify entity structure (which entity is consulting counterparty, which holds equity)
Resolve NDA issues (governing law, counterparty, term) before signing
Align revised consulting agreement scope (Exhibit A and Section 17) with phased engagement
Surface initial compensation framework so subsequent meeting can be substantive

Not today’s call objectives:

Close specific equity percentages
Close specific compensation numbers
Commit to founding backend engineer hire
Raise concerns about CPO scope or team structure
Raise concerns about runway/hiring model discrepancies

Keep today structural and information-gathering. Substantive negotiation comes in follow-up meeting once entity structure is clear.

My Position Going In

What I bring to Pync:

Rare profile: embedded systems + distributed systems + ML + consumer hardware + Thai citizen + NYC-based + APAC business context
7+ years high-growth startup experience, tech lead at $7B startup (Rokt)
Appropriate profile for first senior engineering leader at consumer pet tech startup
Existing relationship with senior Go engineer (force multiplier for hiring)
Already producing value on the engagement (consulting agreement drafted, cap table reviewed, technical plan in progress)

What Pync brings to me:

Fractional-then-full CTO path at a funded (pending) consumer hardware ML startup
Equity upside at early stage with high leverage
APAC alignment matches personal redomicile trajectory
Bridge from IC to executive track
Ability to build engineering org from first hire

Leverage position: Moderate. Varin has been looking for a CTO. My profile is rare. But her offer phased and equity-anchored low suggests she’s not treating me as the only option. Don’t overplay.

Risk position: Moderate-high. Unfunded NYC hiring plan, inexperienced CPO, cap table ambiguity, pipeline gap on raise, two-entity structure uncertainty, deferred compensation commitment. Walk-away is real but not desired.

Agenda Priority for Today’s Meeting

Priority 1: Entity Structure (Non-Negotiable Prerequisite)

Questions to get answers on:

Relationship between Pync Co., Ltd (Thailand) and Pync Inc. (US)?
Which entity is my consulting counterparty under the consulting agreement? US.
Which entity holds cash, operations, team, IP? All US.
Which entity will receive the pre-seed raise? US.
Which entity would hold the equity I’d eventually receive? US.
Why does the invitation letter show a NYC address while the US NDA shows Albany CA? Is the NYC address current, the CA address legacy, or are they two separate locations?
Corporate structure diagram if one exists

Why it matters: Can’t finalize consulting agreement, equity structure, or tax treatment without this. Can’t sign NDA without knowing which entity is disclosing what.

Two companies aren’t related. Thailand will be OEM company. Asia HQ will be in Singapore. IP filed under US. Pakawat Trisopa brother is US lead. Need to use family trust in Thailand to assign equity. Address is a typo.

What good answers look like:

Clean parent-sub structure (Pync Inc. Delaware is parent, Pync Co., Ltd is Thailand operational sub)
Or the reverse (Pync Co., Ltd is parent, Pync Inc. is US operational sub)
All equity will be granted by one specified entity
Clear accounting of which entity is doing what

What concerning answers look like:

“We haven’t sorted that out yet”
Two independent entities with parallel operations
IP held by one but cash held by another
No tax/corporate counsel engaged on entity structure

Priority 2: NDA Resolution

Issues to resolve:

Governing law on US NDA. Thai law on a Delaware entity’s NDA is wrong. Fix to Delaware or New York.
Counterparty. NDAs should bind Script Wizards LLC (or be mutual with both me personally and Script Wizards LLC), not just me personally. My consulting engagement runs through the LLC.
Term length. Push for 2 years instead of 4. TBD reviewing with team.
Avoid signing duplicative NDAs. If entity structure allows, one NDA covering both entities is preferable to two parallel NDAs. TBD.

If Varin resists: Accept 3 years on term. Accept personal + LLC as signatory (dual binding). Do not accept Thai governing law on US entity — this is a clear drafting error.

Priority 3: Consulting Agreement Alignment

Current consulting agreement draft was built for “CTO trial → CTO conversion.” Invitation letter describes “part-time trial → fractional CTO → full CTO.” These need to be aligned.

Proposed revisions:

Exhibit A (Scope): Restructure to match Pync’s phased structure:

Phase 1 (weeks 1-6): trial scope per invitation letter (development velocity, technical bottleneck ID, architectural guidance, ~15-20 hrs/week)
Phase 2 (weeks 7-14): fractional CTO scope (technical strategy, execution leadership, engineering standards)
Phase 3 (ongoing or conversion): full CTO scope contingent on visa-enabled conversion

Section 17 (Conversion): Rewrite to address:

Visa constraint (E2 prevents W-2 employment until green card or alternate visa)
Deferred equity grant with written letter agreement specifying terms now, grant triggered on conversion
Phased title evolution (trial → fractional CTO → full CTO) with milestones
Vesting credit for time served during C2C engagement

Phase transitions: Written milestone acknowledgment at each phase transition, not purely Varin’s discretion.

Priority 4: Compensation Framework (Surface, Don’t Close)

Pync deferred compensation explicitly until NDAs signed. That’s fine but I want to surface the framework today without closing specific numbers.

Things to mention:

Phase 1 trial compensation: needs to be commensurate with CTO-trajectory work, not generic consulting
Phase 2 fractional CTO: monthly retainer, biweekly payment through Script Wizards LLC
Phase 3 conversion: base salary + equity grant structured for E2/green-card context
Equity: committed percentage locked in writing before C2C extends beyond 6 months; grant triggered on visa-enabled conversion

5-8% pre-seed, 61% CEO → convert to 8% to me. C-level, will have 4 people. CEO, CPO, COO, CTO. No more C-level founding team. Vet joining at advisory level.

Vesting start at fractional CTO.

By Phase 3, more clarity with funding.

What not to say today:

Specific numbers for trial rate, fractional retainer, post-conversion salary
Specific equity percentages
Any soft concession on total comp

Frame: “I’ve thought about structure. Happy to discuss specifics on our next meeting once entity structure is clear and NDAs are resolved. Roughly, we should be talking about monthly retainer during fractional phase, and a committed equity percentage with grant deferred until I’m eligible for direct US employment.”

Substantive Conversations to Defer

These are for follow-up meetings, not today:

Equity Percentage (Negotiate Next Meeting)

Pync anchor: “more than 5%” per invitation letter.

My target: 7-10% pre-money, fully diluted. Justification based on:

Founder-level role (4th founder in founding team)
Critical technical leadership (engineering org doesn’t exist without me)
Rare profile (embedded + ML + distributed systems + Thai/US bilingual)
Commitment to long engagement despite visa-constrained path
Acceptance of deferred grant structure (accepting asymmetric timing risk)

Floor: 5% (matches their floor). Below this, not worth the commitment.

Structure requirements:

Pre-money percentage, not post-pre-seed
Grant by Pync Inc. (assuming US entity is the corporate parent)
4-year vest, 1-year cliff (standard, matches their offer)
Vesting credit for trial + fractional phase time on C2C
Double-trigger acceleration
Early exercise with 83(b) support
Strike price at 409A in effect at grant date (not current — they’ll push for current, reasonable compromise)
Protection against dilution from option pool expansion (pool comes out of pre-money, not my grant)

Compensation (Negotiate Next Meeting)

Phase 1 Trial (15-20 hrs/week, 4-6 weeks):

Ask: $150-200/hour through Script Wizards LLC
At 20 hrs/week × 6 weeks × $175/ h r =$ 21k for trial
Target: $175/hour
Floor: $125/hour

Phase 2 Fractional CTO (~8 weeks, expanded scope):

Ask: Monthly retainer $20-25k/month biweekly through Script Wizards LLC
Target: $22k/month
Floor: $18k/month
Assumes effectively full-time commitment during this phase even though titled “fractional”

Phase 3 Full-Time CTO (on conversion):

Ask: $220k base + committed equity
Target: $200-220k
Floor: $180k (below this, cash subsidy to company is too high)
Benefits, PTO, standard executive package

Structure:

All Phase 1 and Phase 2 compensation flows to Script Wizards LLC under C2C structure
Phase 3 compensation requires visa-enabled conversion to direct employment
Deferred equity grant documented in letter agreement at Phase 2 entry (not Phase 1)

Founding Backend Engineer Hire (Defer Until Entity Clear)

Do not raise today. Sequence:

Entity structure clarified
NDAs resolved
Consulting agreement finalized
Phase 1 begins, initial deliverables demonstrated
Entry to Phase 2 (fractional CTO)
Raise founding engineer hire when I have authority and context to advocate for it
Non-binding offer letter to Rokt colleague after Pync/internal alignment

Premature advocacy for a significant hire before I’m even in the fractional role undermines credibility. Hold.

CPO Scope and Team Structure (Defer)

Do not raise today. This is a Phase 2-3 conversation after I’ve worked with the team and can speak from observation rather than LinkedIn review.

Fundraise Concerns (Defer)

Do not raise concerns about pipeline gap, burn model discrepancies, or CEO $300k structure today. These are Phase 2-3 CTO-level strategic questions. Raising them now positions me as critical-outside-observer rather than collaborative partner.

Exception: If Varin asks about my read on the fundraise or the model, answer honestly but constructively. Don’t volunteer critiques.

Visa-Constrained Equity Structure (Critical Topic)

This is the most important structural issue Varin may not have thought through. Handle carefully.

What Varin likely assumes:

Standard CTO hire gets equity grant on signing as employee
Pync Inc. grants equity, employee receives and vests normally

What’s actually required given my E2 status:

I cannot be W-2 employee of Pync Inc. while on E2 sponsored by Script Wizards LLC
Must run through C2C via Script Wizards LLC until visa status permits direct employment
Immediate equity grant to me personally while on E2 creates potential complications
Preferred: written letter agreement committing to future equity grant, triggered on visa-enabled conversion

Options worth mentioning:

Pure C2C with deferred equity. Letter agreement commits to grant on visa-enabled conversion. Cleanest, my preferred path.
Partial grant to Script Wizards LLC as entity. Possible but has tax and immigration complications, requires joint counsel review.
Phantom equity / equity appreciation rights. Cash-equivalent to specified equity value at liquidity event. Simpler immigration-wise, worse tax treatment, no voting rights.
Interim Thai equity with US equity commitment on conversion. Complex but possible. Thai entity grants now, US grant on conversion.

What to say:

“One thing I want to flag for us to work through with counsel on both sides: because of my E2 visa status, the typical path of ‘employee receives equity on conversion’ needs some structuring. My preferred path is continued C2C through Script Wizards LLC until my green card comes through (expected 12-24 months via my spouse), with a written commitment to specific equity terms that triggers grant on conversion. This is clean for immigration, clean for taxes, and clean for the company. Happy to have my immigration counsel coordinate with your corporate counsel on specifics.”

Why this framing works:

Positions me as solution-oriented, not problem-creating
Surfaces the constraint before it becomes a surprise
Signals I’ve thought about this carefully with counsel
Puts the ball in her court to engage her counsel
Doesn’t block the deal, just structures it correctly

If Varin pushes back with “can we just grant you equity now?”

Response: “We can discuss with counsel, but my understanding is that receiving equity in another US entity while on E2 sponsored by my own LLC creates complications I’d rather avoid. The letter agreement approach gives both of us the clarity we need without creating unnecessary risk. Let’s have our lawyers figure out the cleanest path.”

Critical Questions to Ask Today (Beyond NDA/Entity)

Keep to structural/informational, not negotiating:

Who is the company’s corporate counsel? (Hasn’t been mentioned. Important for later.)
What’s Varin’s timeline for fundraise close? (Affects my timing decisions.)
What’s the current status of the product? (Pilot results, where team is, what’s shipping.)
Who else is on the full team? I’ve reviewed the cap table; would like to meet key teammates.
What does Varin see as the critical technical risks I’d be tackling in Phase 1?

These are all legitimate questions for a fractional CTO candidate to ask before committing.

What I’ll Trade vs What I Won’t

Negotiable

Specific equity percentage within 5-10% range
Phase 1 trial compensation specifics
Phase 2 fractional retainer amount
Phase 3 salary amount
NDA term (4 → 2-3 years)
NDA counterparty structure (personal + LLC vs LLC alone)
Title during phases (flexible on “Fractional CTO” vs “Technical Advisor” etc.)
Start date

Non-Negotiable

Entity structure clarified before signing anything beyond first NDA
US NDA under US governing law (Delaware or NY)
Consulting engagement through Script Wizards LLC on C2C basis
Written equity commitment before Phase 2 entry (not just verbal)
Vesting credit for C2C phases counted toward full-time vesting
Early exercise and 83(b) support on eventual grant
My immigration counsel reviews structure before I sign equity commitment
No protective provisions constraining my CTO authority once converted

Walk Triggers

Entity structure turns out to be unclean (e.g., no US entity actually exists yet, or IP ownership is contested)
Varin refuses to engage corporate counsel on equity structuring
“Future CTO” commitment is conditioned on things outside my control (e.g., “if we close a Series A first”)
Total comp package at Phase 3 below $180k base + 5% equity
Any signal that deferred equity commitment won’t be binding
Two-entity structure reveals serious legal/tax issues
Pattern of compensation deferrals without specific commitments

Meeting Flow (Today, ~45 min)

Opening (3 min)

“Thanks for making time today. I want to use this call to get clarity on entity structure, resolve a few NDA items so we can sign those, and align the consulting agreement draft I sent last week with the phased structure in your invitation letter. I’m assuming we’ll handle specific comp and equity numbers in a separate conversation once we’ve sorted these structural pieces.”

Entity Structure (15 min)

Ask the questions. Let her answer fully. Take notes.

NDA Resolution (10 min)

Governing law: firm push on US entity NDA
Counterparty: propose Script Wizards LLC inclusion
Term: push for 2 years
Any other NDA concerns that come up in the entity structure discussion

Consulting Agreement Alignment (10 min)

Propose revisions to Exhibit A (phased scope) and Section 17 (phased conversion with visa considerations)
Get her verbal agreement on framework
Agree I’ll revise and send

Visa/Equity Structuring (5 min)

Surface the E2 constraint
Propose C2C with deferred equity commitment structure
Ask her to engage corporate counsel on the structuring
Don’t dig into specifics today

Close (2 min)

Confirm next steps in writing
Agree on timeline for revised NDAs, revised consulting agreement, and follow-up compensation meeting

After the Meeting

Send a recap email within 24 hours covering:

Agreed outcomes on entity structure clarification
Agreed NDA changes and timeline for revised drafts
Agreed consulting agreement revisions and timeline for resend
Agreed need to loop in corporate counsel on equity structuring
Proposed follow-up meeting for compensation specifics

Documented recap prevents drift between what we agreed and what she remembers.

Non-Negotiables to Leave With

Clarity on entity structure — which entity is what, who owns what, where equity would come from
Agreement that NDA will be revised before I sign (US entity NDA on US law, Script Wizards LLC inclusion, 2-year term)
Alignment on consulting agreement revisions with phased structure and visa-appropriate Section 17
Agreement to engage corporate counsel on equity structuring before Phase 2
Scheduled follow-up meeting for substantive comp/equity discussion

If any of these are missing after today, negotiation stalls and I reassess.

One Frame to Hold

This is the relationship-building meeting, not the terms-closing meeting. My job today is:

Demonstrate professionalism and preparation (counsel engaged, structural thinking clear)
Surface constraints constructively (visa status as structuring question, not deal-breaker)
Build trust by addressing NDAs thoughtfully (not blowing them up)
Set up next meeting to actually close terms

Varin is evaluating whether I’m someone she wants as CTO. Today’s performance affects the offer I get later. Be sharp. Be collaborative. Be firm on structural issues that matter. Don’t overreach on terms.

Good candidates don’t negotiate hard on Day 1. They demonstrate clarity of thought, ask good questions, and build toward terms. Do that.

Quartz 4

Explorer

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