Deal Terms
Last updated
Quick Answer
A requirement that founders earn their equity over time rather than owning it outright from day one.
Founder vesting ensures that founder equity is earned over a service period, typically 4 years with a 1-year cliff. VCs almost universally require founder vesting to protect against a co-founder leaving early and retaining a large equity stake without contributing to the company's growth. Even founders who've been working for years pre-funding may negotiate accelerated vesting or credit for time served.
In Practice
Two co-founders each have 30% equity on 4-year vesting. After the seed round, one founder leaves at month 8 (before the 1-year cliff) and forfeits their entire 30%, which returns to the option pool.
What good looks like
Why It Matters
Founder vesting protects all stakeholders from free-rider problems. Without it, a departing founder could hold a large equity block while contributing nothing to the company's future success.
VC Beast Take
Founder vesting is one of those terms that sounds punitive but actually protects everyone involved, including the founder. The biggest mistake we see is founders negotiating away vesting schedules entirely, thinking it shows confidence. In reality, investors view founders without vesting as naive and potentially problematic for future rounds. The acceleration provisions matter more than the schedule itself — double-trigger acceleration on acquisition is worth fighting for, while single-trigger can actually hurt founders in many scenarios.
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What is an option pool and why do VCs require one?
An option pool is a set of shares reserved for future employee equity grants. VCs require it to ensure there's enough equity to attract and retain talent after they invest.
What is vesting and a cliff in startup equity?
Vesting is the schedule by which you earn your equity over time. A cliff is a minimum tenure required before any equity vests — typically 1 year.
Founder vesting ensures that founder equity is earned over a service period, typically 4 years with a 1-year cliff. VCs almost universally require founder vesting to protect against a co-founder leaving early and retaining a large equity stake without contributing to the company's growth.
Understanding Founder Vesting is critical for founders navigating the fundraising process. It directly impacts deal terms, valuation, and the relationship between founders and investors.
Founder Vesting falls under the deal-terms category in venture capital. This area covers concepts related to the financial and legal terms that define investment agreements.
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