Definition

The process by which an employee or founder earns full ownership of equity over time, typically over a 3-4 year schedule. Vesting aligns long-term incentives with commitment and usually includes a cliff period (often 12 months) before any equity vests. Vesting schedules are particularly important in intangible-rich companies, where key personnel hold significant knowledge, customer relationships, and technical expertise that are critical to the organisation's competitive position.

Complementary Terms

Concepts that frequently appear alongside Vesting in practice.

Option Pool

A block of shares reserved for future issuance to employees, advisors, and consultants as equity incentives. Option pools are typically established before fundraising rounds, and their size (usually 10%-20% of fully diluted equity) affects both valuation and founder dilution.

Founders' Equity

The ownership stake held by a company's founders, typically established at incorporation and subject to dilution through subsequent funding rounds. Founders' equity is usually subject to vesting schedules and may carry different rights from investor shares, reflecting the intangible contribution of the founding team's vision and early-stage effort.

Fund Vintage

The year in which a private equity or venture capital fund makes its first investment or its final close. Vintage year is used to group and compare fund performance because macroeconomic conditions at the time of investment significantly influence returns.

Hurdle Rate

The minimum rate of return that a fund must achieve before the general partner becomes entitled to carried interest, or the minimum acceptable return for an investment decision. Hurdle rates are typically set between 6% and 8% in PE/VC fund structures and serve as a performance benchmark that aligns manager and investor incentives.

Productivity Growth

The rate at which a firm increases its output relative to its inputs over time. Productivity growth is a key indicator of operational efficiency and long-term competitiveness, closely linked to investment in intangible assets such as technology, training, and process improvement.

Anti-Dilution Protection

A clause in an investment agreement that protects existing investors from ownership dilution if the company raises a subsequent round at a lower valuation (a down round). Common mechanisms include full ratchet and weighted-average anti-dilution.

Revolving Credit Facility

A flexible lending arrangement that allows a borrower to draw down, repay, and redraw funds up to an agreed credit limit over the life of the facility, paying interest only on the amount outstanding plus a commitment fee on the undrawn portion. Revolving credit facilities are the primary source of working capital flexibility for corporate borrowers and are typically secured by a floating charge over the borrower's assets.

Marketability Discount

A reduction applied to the value of an ownership interest to reflect the lack of a ready market in which to sell the interest quickly and at full value. Also known as a discount for lack of marketability (DLOM), this adjustment is particularly significant for private company valuations where shares cannot be readily traded on a public exchange.

Related FAQ

What is an option pool and why do founders care?

An option pool is a reserved block of shares (typically 10-20% of fully diluted equity) set aside for employee options. The size of the pool affects how much founders must dilute to hire team members.

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What is vesting and cliff in equity compensation?

Vesting is the gradual earning of equity over time (typically 4 years). A cliff is a waiting period (usually 1 year) before any equity vests — protecting the company from employees leaving immediately with full grants.

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