Different vesting schedules among founders


1

I'm the technical co-founder at a startup. We have soft-circled nearly 50% of our seed round, are participating in an accelerator this summer, are rapidly acquiring new users, and have been in existence for 9 months. So far so good.

We recently acquired legal counsel, and are just now finalizing employment docs and stock plans. It's currently written that my co-founder/CEO will have no vesting, while my other co-founder/CMO and I will have vesting (and no cliff).

Is it normal for one co-founder to not have vesting? What are the advantages or disadvantages here? It seems that if we raise a round of institutional capital, VC's will ask that he vests. But if we exit before I fully vest, I think I'll be at a disadvantage.

Thanks for your insight!

Equity Founders Agreement Founders Stock Options Vesting

asked Jul 25 '13 at 00:28
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Sohan Jain
6 points
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1 Answer


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First, vesting is really only a concern if you leave/are forced out of the company. If you sell the company before you fully vest, you (normally) get paid for both vested and unvested shares. No worries there (check your vesting rules to be sure).

Second, founder shares are split up based on a best guess at the moment of founding of how you will each contribute to the company as it grows. (You give all the shares at founding, because at that point shares are really cheap. If you got more shares two years in based on what really happened, those shares would have a much bigger cash value when granted, and you would be taxed on their value then.) The point of vesting is to penalize people who don't contribute as much as expected, specifically because they (are asked to) leave the company early.

It is normal to have people's vesting schedules start at the moment they started working on a project: so if the CEO has been on the project much longer, it is normal for them to have an earlier start to their vesting. It is not unusual (though unfortunately it is also very stupid), for some people to insist on vesting applying only to others, not themselves.

Since the vesting is to reward people for their future contributions, it is pretty stupid to have the vesting not apply to the CEO. There are two reasons for the CEO to insist on not being included in the vesting: ego, or expecting to leave before his/her vesting period is up.

Both of those are bad signs, and would turn me off as a potential investor. The message is clearly: 'the CEO looks after him/herself first'. I wouldn't force vesting on your company: I just wouldn't invest. And I'd just give some mealy-mouthed excuse about 'traction', rather than saying 'I don't trust your CEO'.

answered Aug 16 '13 at 10:22
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Kamal Hassan
1,285 points

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