The Option Pool Shuffle

SUPPORTED BY Products Archives @venturehacks Books AngelList About RSS The Option Pool Shuffle by Nivi on April 10th, 2007 “Follow the money card!&# – The Inside Man, Three-Card Shuffle Summary: Don’t let your investors determine the size of the option pool for you.

Sizing Option Pools In Connection With Financings

A VC : Venture Capital and Technology

Investors like to require that an unissued option pool is in the pre-money valuation calculation when they put money into early stage companies. This post is about how to size the option pool. What I like to do, as I mentioned in the post I linked to, is agree with the entrepreneur that the option pool will have enough unissued options to fund all the hiring and retention grants that need to happen between the current financing and the next one.

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Option Pools and VC Negotiations

Rob Go

In my last post about raising seed vs. jumping straight to A, I received a good comment from Chris Woods that my analysis neglected to include the impact of option pools that are created at each financing round. In almost every financing round, there is an important stipulation in the term sheet that talks about the employee option pool that will be created in tandem with the financing. Add it up, and ask the VC why that level of options is not sufficient.

Introducing the Cap Table and Hiring the CTO

Feld Thoughts

As first time entrepreneurs they did not create an employee options pool; we’ll fix that in a little while. They come up with two options: Hire Praveena as an employee and offer her stock options. Now there are two events: the initial issuance of founders common shares, and then issuing new founders common shares along with creating an options pool. If the full pool were to be given out, the dilution is fairly significant to the founders.

How to Raise Investor Funding for Your Startup

Early Growth Financial Services

Valuation — Know what these terms mean: Fully-diluted — This includes all issued stock and anything that could be converted into common stock (typically after an acquisition or IPO), such as your stock option pool.

What is it Like to Negotiate a VC Round?

Both Sides of the Table

How much is in the option pool? Well, if you have an option pool of only 6% and have many more execs to hire to build out your team you’re going to ask for more options to be created in the future. When you do, my 20% becomes 15% and thus my true price for your round is actually higher than it appears when I invested because I already know I’m going to face more dilution for options.

Model Cap Tables With VCHub

Ask The VC

The LearnVC site has a bunch of other interactive examples for some of the basics of venture financing including: Option Pool Creation. A few days ago I answered a question on AsktheVC about modeling cap tables. After a quick email conversation with Jeff Boardman (founder of LearnVC ), I realize I had left his product off the list.

Want to Know How VC’s Calculate Valuation Differently from Founders?

Both Sides of the Table

I’m not sure I really even need to write this at length because Nivi absolutely nailed the topic in his article “ The Option Pool Shuffle.&#. I had several term sheets and one of the leading term sheets had an option pool of 40% in it.

Wenger: Presenting Option Grants to Boards

Ask The VC

Today’s VC post of the day is from Albert Wenger (USV) and titled Presenting Option Grants to Boards. While there is no standard for how to present option grants, Albert lays out a very clear set of eight pieces of data he likes to see. The first four are the the columns in the spreadsheet and each employee / option grant are the rows. The next two are footnotes for options grants that aren’t standard. Equity board of directors equity options wenger

Why offering employee equity is crucial for your startup

The Next Web

In one instance, I told a CEO that we typically recommend a 15 percent stock options pool at seed/Series A stage. Andrej Kiska is an associate at Credo Ventures.

What’s In A Term Sheet?

Early Growth Financial Services

It could be the size of the option pool, or maybe the provisions around reverse vesting. You came, you pitched, you conquered. Congratulations! But do you know what to do once you’re asked to sign a term sheet? Let me say that first, you should have already retained a good startup lawyer. Most investors will expect this.

What is an effective “pre-incorporation-agreement” between possible founders of a startup?


Then sit down with your co-founders and divvy up the equity based on the contributions you all believe each of you will make…providing for reverse vesting, a large option pool, and a clear decision-making structure. The bottom line is that the very question you are asking is one of the trickiest things of all when it comes to startup founding.

Comparing valuations between rounds

The Equity Kicker

Note: if the option pool has been increased between rounds this will have the effect of reducing the increase in share price and should be factored into the analysis. We’ve just been writing an update for investors about the progress our partner companies have been making.

Should I Use My Investor’s Lawyer?

Scott Edward Walker

For example, he will explain to you how the liquidation preference works and run spreadsheets, if necessary, to show you how much money you will receive based on different sale scenarios; he will explain to you how the option pool works, including the founders’ significant dilution; and he will discuss what protective provisions are and other tricky legal terms, such as drag-along rights and anti-dilution provisions.

Doing Deals – 3 Tips for Entrepreneurs (Part 2)

Scott Edward Walker

Indeed, there comes a point in time in just about every deal where both sides have dug into certain positions and the question becomes which side will blink first; for example, in a venture capital financing, perhaps the issue is the liquidation preference or the size of the option pool ; or, in an acquisition, perhaps the issue is the cap on seller’s liability or the amount of the escrow.

Raising Capital: 4 Things You Must Do

Inc Startups

Don''t spend all of your energy negotiating valuation when you could be talking about the options pool. VCs may force you to create an options pool to reward future hires with equity. But VCs expect the options pool to come out of your pocket.

Equity for Early Employees in Early Stage Startups


Wilson Sonsini and DFJ Gotham Ventures : The Option Pool Shuffle : Title Range (%) CEO 5 – 10 COO 2 – 5 VP 1 – 2 Independent Board Member 1 Director 0.4 – 1.25

Standart termsheets

The Equity Kicker

We have taken their feedback and tweaked the termsheet as appropriate with the result that on all terms bar valuation, option pool and details of founder vesting our termsheet is now, in effect, very close to fully negotiated before we send it to companies.

How to Divide Founder Equity: 4 Criteria to Discuss

View from Seed

You don’t really need to worry about how much common stock will be set aside for an employee option pool or how much preferred stock might be issued from raising future VC rounds in order to determine an equitable founder stock division.

Equity 110

Punch & Pie: How Should Co-Founders Divide Equity?

Agile VC

You don’t really need to worry about how much common stock will be set aside for an employee option pool or how much preferred stock might be issued from raising future VC rounds in order to determine an equitable founder stock division.

Unintended Consequences: When SAFE and Convertible Notes Go Awry

Pascal's View

The following scenarios represent typical recipes for trouble: Company X is early in business development, has a near-term need for capital to get through the next 3-6 months, and the management team has no understanding of how the equity should be divided up among its various constituencies (this includes option pools and what ownership stakes investors typically require at various development stages).

Quick Post on Post-Money Valuations

Rob Go

Founders also had to do a little math on the new option pool to really understand what their ownership would be post investment, since it was typically taken out of the company pre-money.

Entrepreneurs: Your instincts are always better than bad advice

The Next Web

More often than not, these companies have no formal option pool, although many have either formal or informal promises to grant options to key employees. Neil Rimer is a Partner and co-founder of Index Ventures.

What do investors consider the most important aspect of a potential deal?


Valuation, Size of Raise, Amount of Investment, Form of Investment, Liquidation Waterfall, Option Pool, Board Composition, Anti-Dilution Rights, Protective Provisions, Founder Vesting, *original post can be found on Quora @ : [link] *. Characteristics of the Entrepreneur. Integrity, Passion, Startup Experience, Domain Expertise, Functional Skills, Leadership, Commitment, Vision, Pragmatism, Flexibility, Personality. Characteristics of the Venture.

Term Sheet Negotiation Tells

Permanent Record

The investor who spends hours browbeating you to avoid a tiny reduction in the option pool will also be tying up board meetings for an hour to talk about an assumption on line 18 of the revenue model submitted for discussion. I recently negotiated and signed a term sheet with a company I am very excited about working with. I’ll talk about that company later but for now wanted to talk about the process.

How to Evaluate an Offer from a Startup Incubator

The Startup Lawyer

Other incubators may want to set up an option pool. If so, the startup’s founders need to know this option pool lowers your pre-money valuation. Using the previous example, if an incubator wants your startup to set up a 15% option pool as part of the $25,000 for 6% of the company, the pre-money valuation gets effectively reduced to $329,167. Great news — your startup just got accepted to an incubator!

Viva La Revolucion! AngelList goes into Hyperdrive

Fred Destin

Some VentureHacks posts are today mentioned like religious scriptures by entrepreneurs, such as Nivi''s 2007 Option Pool Shuffle. Viva La Revolucion !

Is it Time for You to Earn or to Learn?

Both Sides of the Table

Now … these are stock options and not restricted stock so you’ll likely be taxed at a long-term capital gains rate. Stock options are the icing on the cake. Don’t join for the options.&#. This is part of my Startup Advice series.

When The VC Asks: About Your Hiring Plan

Hunter Walker

For an investor this can be a red flag unless you have proven experience building up high quality team quickly or clear access to large talent pools that will want to work with you for some reason (the tech is so cool; you’ve got brand heat; etc). Building a senior team but pushing back on having a healthy employee option pool? “Growing the team” is almost always one of the ways entrepreneurs utilize new investment dollars.

What to expect before accepting the offer to become Engineer #1 at a startup

The Next Web

In exchange, the engineer is likely offered the promise that his or her option shares will one day turn into big money. Startup employees are granted common shares out of something called an option pool. “It kinda sucks to be engineer #1.”.

10 Steps to Success With Angel Investors

Business Plan Blog

Raising funds from business angels may be difficult, time consuming and even frustrating but for the right founder with the right project it may be the preferred option. 10 Steps to Success With Angel Investors.

Raising Funding From Family and Friends: Division of Equity

Business Plan Blog

You have looked at the advantages and disadvantages, and have decided it is the best option for your startup. You also need to think about how much equity you want to have set aside and available for your future employees in your option pool.

Venture Deals: Chapter 7: The Capitalization Table

Ask The VC

If you get confused about how much you might own after the pre-money, post-money math and option pool (issued and unissued) calculation runs through the cap table, along with being perplexed on how to actually calculate price per share in a complicated financing, this is the chapter for you. Now is your chance to show off their proficiency with a spreadsheet.

The Dilution Concern for Founders

Recent Buzzes - VC Experts, Inc.

This is not chopped liver, but it is a percentage that suffers by comparison to the employee option pool, for example. For founders who are also part of the management team, participation in the employee option pool is of some help. By Joseph W.

5 Tips for Raising a Venture Round

This includes things like how liquidation preferences impact future rounds and ultimate liquidity, to why VCs ask to expand an option pool before investing as part of their term sheet.

The Problem with Collecting Logos at Startups

Both Sides of the Table

Every corporate transaction you’ll do will require somebody to help you to: Think through the options, negotiation terms, get other investors on board, talk with new investors/partners/companies you’re acquiring, etc. Collecting logos.

How to Raise a Seed Round: Three Basic Tips for Founders

Scott Edward Walker

Despite all the hype in the press (including with respect to the latest ICO craze), raising funds for your startup is still tough – particularly if you’re not located in San Francisco or Silicon Valley.

No, You CAN’T retire rich at 30 if you sell your startup

Tony Wright dot com

Before I get into the details for founders, let me talk about options-hungry employees. If you want to read more, read my intro to startup stock options.

CMO CTO COO Equity and Compensation


To find the equity numbers that were relevant for the particular person here, I went back through my prior post and looked at Wilson Sonsini and DFJ Gotham Ventures The Option Pool Shuffle Employee Equity How Much How much equity for investors and employees?

Quick & Dirty How-To: Employee Stock Option Allocations

For a company that has raised a first institutional round of capital, this question is important not only when making competitive job offers, but also when calculating what size option pool the company will need before raising the next round of capital. Stock option comparables are hard to come by, so I thought I should post what I dug up for our CEO. Option grants go down as the company gets closer to its Series B, starts making money, and otherwise reduces risk.