Option pool and vesting

The option pool is a block of shares set aside for future hires and advisors. Vesting decides how much of each grant its holder has earned. Both feed the fully diluted share count, so they change everyone's percentage.

Option plans and the pool#

On the Option pool page, New plan asks for a plan name, a pool size in shares and a board approval date. If your cap table has shares, the form suggests the size that would make the pool 10% of the company and offers a Use it link.

• Granted is the total of options and RSUs issued from the plan that are not cancelled. Exercised options still count as granted.
• Available is pool size minus granted. With several plans the pool is their sum.
• Grants made without choosing a plan do not draw the pool down.

Increase pool adds shares to a plan and stamps today as its approval date. Before you confirm, a preview shows fully diluted shares before and after, the available pool as a percentage, the dilution to current holders and, if you have founders, their new percentage. You cannot shrink a plan below what is already granted. Deleting a plan leaves its grants on the cap table but they stop counting against a pool.

The page comments on the pool. Under 5% of the fully diluted company it warns that investors usually expect 5 to 10% unissued after a round. Between 5% and 15% it calls the pool healthy, and above 15% it notes that a large pool dilutes founders more than most investors require. These are rules of thumb built into the page, not requirements.

How vesting is calculated#

Every grant has a vesting start date, a vesting period in months, a cliff in months and a vesting interval in months. A grant with no vesting period (0 months) or no start date is fully vested at once, and a cancelled grant has nothing vested.

For any date, FounderSync counts the whole calendar months since the start. A month is complete only when the day of the month is reached: from 15 January, 14 February is not yet a full month. Then:

1. Before the cliff, nothing has vested.
2. At or after the cliff, the vested months are the elapsed months rounded down to a whole number of intervals and capped at the vesting period.
3. The vested quantity is the grant times vested months divided by the period, rounded down to a whole unit. At the end of the period everything has vested.

The cliff is a single catch-up: for 4,800 units over 48 months with a 12-month cliff and monthly steps, nothing has vested before month 12, 1,200 vest on the cliff date, and 1,300 are vested a month later. The schedule lists each vesting date; the last one takes any rounding remainder so the total equals the grant.

The Vesting page#

The Vesting page covers grants that have a vesting period and a start date and are not cancelled. Use the stakeholder filter, when there is more than one, to look at one person. It shows:

• Granted, vested and unvested totals, and the next vesting date.
• A cumulative vesting chart across the visible grants, with a marker for today.
• A grants table with each schedule, percent vested, next vest date and acceleration term.
• A Next 12 months list grouped by month, and a short explanation of acceleration terms.

You cannot edit vesting there. Change the start date, period, cliff, interval or acceleration on the grant from the Issuances page. The Overview page also lists the next six vesting events across all grants.