It's not really about fair, or founder vs. employee. It's a liquidity thing. The following is an example I totally made up, but it'll sort of give you an idea

It's not really about fair, or founder vs. employee. It's a liquidity thing. The following is an example I totally made up, but it'll sort of give you an idea of how it could work. Say you found a company, the company is still private, and you outright own shares worth a billion dollars. Selling private shares is a pain in the butt. You can do it, if you find a buyer, but it can be a lot of work. Now let's say you want to take $25 million off the table. While you can't easily sell your shares, you can borrow against them. Any bank will lend you the money, because you're securing the loan with your billion dollars worth of stock. The risk of your stock collapsing from one billion dollars to zero is fairly low. The stock can drop 97.5% in value and still be enough to cover the loan. If you default on payment, the bank simply seizes your stock. Now let's say an employee joins the company when the stock is valued at $5/share, and that employee gets 100,000 shares. The stock goes up to $20/share. The employee's stock is worth ($20 - $5) * 100,000, or $1,500,000. The employee wants to borrow against those stock options. Before that can happen, they need to be actual shares. The employee needs to spend $500,000 just to own the stock. If the bank will loan money that is worth up to 10% of the value of stock in a privately held company, you couldn't even take out a loan big enough to buy the all stock in the first place. You could maybe buy a few of the shares, but if the amount you want to borrow is too small, the bank simply won't bother, because it's too much work.