The case against advisory shares

Plus, Miami Tech Week events coming in hot

Author

Michael Morgenstern
April 08, 2025

Happy Tuesday Brex community,

Stop handing out equity to advisors who won’t cut a small check. Alignment comes from shared risk, and nothing signals true belief more clearly than skin in the game. Even a $10K–$30K angel check from a seasoned operator means infinitely more than a diluted 0.25% advisory stake that’ll likely never vest.

Every VC you pitch will ask the same pointed question: “Are your advisors actually invested?” If your answer is “no,” it’s immediately flagged as a weak signal.

Too many startups burn valuable cycles chasing validation from advisors. But here’s the thing: great operators give advice freely anyway. Real conviction isn’t advice, it’s cash on the cap table.

If an advisor truly believes in your vision, they’ll invest. If they won’t, that's fine, but keep your cap table tight and your equity meaningful. You don’t need their name on a slide to succeed!

Besides, advice is everywhere. With AI, you can literally spin up 10 advisor “clones” overnight. Insight isn’t scarce anymore. Ownership is.

Money talks. Advisory shares whisper.

Growing together, Michael Morgenstern

  • From Athlete to Entrepreneur w/ Baron Davis in SF 4/8

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  • Brex Social Club in SF 4/17

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  • Brex Supper Club w/ IVP in SF 4/22

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  • Brex Social Club in SF 5/7

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The Veteran Fund is a venture capital firm that invests in critical technology companies led by exceptional founders from the military community. They believe that US veteran entrepreneurs are the next generation of American leaders who are uniquely positioned to build critical technology companies and innovation. The Veteran Fund has assembled a community of our nation’s top patriotic military, business, and investment leaders to fund and scale veteran-led startups.

The Veteran Fund was established in 2022 by General Partners Ryan Micheletti, Mike Sherbakov, Justin Nahama, and Lisa Song Sutton. The firm's debut fund oversubscribed in 2024, successfully raising over $20M. The firm has 20 portfolio companies to date ranging from space tech and cyber security to autonomy and defense. The Veteran Fund will be going to market with its second fund in late 2025.

 

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