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What Is Stock Vesting?

Charlie Brooks

Oct 12, 2022 17:28


The concept of stock vesting is basic. If founders continue to steer the firm in the same path, they will retain an increasing number of shares as they vest. Depending on the vesting schedule, the firm may reclaim some or all of a founder's shares in the event of a defection. The longer a founder remains, the more stock they are permitted to retain. Your investment options will likely be subject to a vesting schedule that requires your stock or retirement plan to "mature" before you may exercise them.

What is vesting?

Vesting is an incentive program for employees that provides them with incentives, typically stock options, when they have satisfactorily completed a contractually determined period of employment with the organization. The benefits may also take the form of retirement savings or other assets. Vesting is a method for firms to retain high-performing personnel.

Vesting is also frequently utilized in estate law and real estate transactions.

What is stock vesting?

Vesting stock refers to shares held by an employee that were granted through employee stock options (ESOs) or restricted stock units (RSUs), but which the employee has not yet earned. Vesting is a legal term that refers to the moment when someone earns or acquires property.

In practice, many firms give stock options or restricted stock as part of their compensation plans, which are accompanied by vesting schedules, meaning that the employee must reach specific milestones to earn the right to own the shares.

Employee Stock Options (ESOs): For ESOs, when stock becomes fully vested, the employee has earned the right to exercise an option to purchase shares that were previously granted to them.

Restricted Stock Units (RSUs): When stock becomes completely vested for RSUs, the employee has gained outright ownership of the shares.


What occurs upon the vest of stock options?

Once all options have become exercisable, the employee can exercise his option and purchase actual company shares at the original strike price.

Consider that your firm has granted you 1,000 options at a cost of $1 per option over a three-year period. After the time has expired, you can purchase your company's shares at the initial price of $1, even if the shares' current fair market value is significantly greater. These might be as high as $20 or $30 per share.

What is a vesting schedule?

A vesting schedule indicates when options or shares will become exercisable. Typically, it is specified in your option grant (e.g. 1,000 options over four years).

There are three typical forms of vesting schedules: time-based, milestone-based, and a combination of the two.

Time-based vesting and one-year cliffs

Time-based stock vesting occurs when options or shares are acquired over a set period of time.

Most vesting schemes based on time contain a vesting cliff. Cliff vesting occurs when the first component of your option award vest on a specific date and the remaining options vest monthly or quarterly thereafter.

Numerous businesses provide option grants with a one-year cliff to encourage employees to remain for at least one year. Any unvested options are returned to the employee option pool if you leave before the one-year deadline.

Graph of share vesting

A quarter of your shares vest after one year according to a conventional four-year time-based vesting schedule with a one-year cliff. After the cliff, until the end of the four-year vesting term, 1/36 of the remaining granted shares (or 1/48 of the original grant) vest each month. After four years, you have 100% ownership.


Note that each option grant has its own vesting schedule; vesting is not necessarily based on your overall employment with the organization. For instance, if you got one grant with a four-year vesting schedule in 2020 and a second grant with the same vesting schedule from the same employer in 2022, none of the options from either grant would vest until 2026.

Milestone-based vesting 

Milestone vesting is when an employee's options or shares become exercisable following a certain milestone. Other than an IPO, milestones may include the completion of a project, the achievement of a commercial objective, or the achievement of a specified valuation. Time-based vesting is more prevalent than milestone-based vesting.

Hybrid vesting

Hybrid vesting combines time-based vesting with milestone vesting. This approach needs you to concurrently work for a set amount of time at the company and reach one or more milestones in order to get your options or shares.

What’s a typical vesting schedule?

A typical vesting schedule can be time-based for four years with a one-year cliff in which one-fourth of the shares vest after one year. After one year, one-thirtieth of the remaining option shares vest each month.

If you are granted 1,000 option shares with the above vesting schedule and remain for 1.5 years, 375 option shares will have vested.

365 days equals 250 shares

Half a year is 125 shares.

250 shares + 125 shares = 375 shares

What categories of awards and perks are subject to vesting?

"Vesting" is a fairly generic term that can refer to a variety of employee perks and prizes. Here are a few locations where vesting typically applies to give you an idea of where you may need to search for relevant information.

Options on employee stock: An employee stock option is a kind of compensation that grants the employee the opportunity to purchase a specified number of shares of company stock at a specified price. Most option schemes require that employee stock options vest before they may be exercised.


Restricted stock units: Restricted stock units, or RSUs, are another type of equity compensation. RSUs, like stock options, are typically earned according to a vesting schedule. Contrary to stock options, they lack a strike price. When they vest, they convert into common stock.

Restricted stock grants A restricted stock grant, or RSA, is a grant of business stock that is subject to specific restrictions. Technically, an employee who accepts the grant owns the stock as of the grant date, but their ownership rights may be subject to certain vesting restrictions. For instance, if an employee is terminated or resigns before their shares are completely vested, the corporation may have the right to repurchase any unvested shares.

Some qualified retirement plans contain contributions that are matched by the employer. This means that the employer agrees to "match" a particular percentage of the employee's contributions to a qualified retirement account, such as a 401(k). Commonly, matching employer contributions are subject to a vesting schedule, whereby the employer contributes a greater proportion if specific vesting requirements are completed.

Pension plans: Pension programs obligate a company to make regular payments to a retired employee. Pension plans can be expensive for employers, therefore it makes sense that they are frequently (read: almost always) subject to a vesting schedule.

Why is a vesting schedule important for shareholders?

When you are granted stock options with a vesting schedule, it is essential to understand how and when you can utilize your benefit. In general, you may not be able to take unvested options with you if you decide to quit your firm before they vest, which could have a significant impact on your financial planning.

After the first year, you would receive just $5,000 in stock value for a grant of 50 RSUs with a value of $2,000 each (five percent vested shares). After the second year, 15% of your shares would vest, tripling the value of your stock to $15,000. After the third year, your annual income would increase by $40,000—double the total of the prior two years!

If you've received stock options as part of your remuneration, it's essential to understand the vesting schedule of your organization. Our qualified financial advisors can answer your inquiries and provide advice, including about the tax consequences of vesting.

What is the aim of offering vested stock options by companies?

1. Cash Availability

Since the majority of small and startup businesses lack sufficient income and cash flow, corporations provide stock options instead of cash bonuses. Cash can be utilized for other vital objectives, such as paying off debts or recruiting new personnel.

2. Employee loyalty and lower employee turnover

Retaining staff is essential to running a successful business. When an employee is pleased and satisfied with his or her employment, he or she is likely to remain with the company for many years and be a valued asset. Companies provide vested stock options to discourage employee turnover.

Employers utilize vested stock to attract employees by guaranteeing a particular number of shares over a specified length of time. Vesting stock represents deferred pay.

Companies have implemented vesting stock to ensure that their most valuable employees remain with the company for the long term. It is called vesting stock because the employee receives the stock gradually over time. The period during which an option becomes exercisable is known as the vesting period. Common vesting periods range between three and five years.

The purpose of vesting is to encourage employees to remain with the company for a specified amount of time in order to earn the full benefit of stock options granted as a reward for their hard work.

Vesting stock enables a firm to attract and retain a competent workforce by incentivizing employees to remain for longer. If an employee departs a company before the conclusion of the vesting period, the company may forfeit any unvested shares.

In some situations, the value of an employee's vested stock option may exceed their annual income if they have worked with the company for an extended period of time. Therefore, this form of incentive is appealing because it gives a greater chance for income and retirement savings.

Why should you care about vesting?

Whether you're a company entrepreneur, a human resources expert, or an employee trying to make sense of the confusing world of stock, we hope this article has helped you understand vesting and why it's important.

As stated previously, corporations give careful consideration to vesting because it can have a substantial impact on dilution of equity and employee retention. However, it is also crucial to realize that equity decisions are as much personal as they are financial.

What does the Expiration Date of a stock option signify?

This is merely the deadline for exercising your options. After this date, all unexercised options expire and lose their value. If you continue working for 10 years after your Vesting Calculation Date, your options will typically expire. Once you leave the company (whether freely or involuntarily), the expiration date will be accelerated (in addition, any unvested options or shares would be forfeited).

For ISOs, you have 90 days to exercise any options that have become exercisable.

For NSOs, your employer will determine the length of time until expiration.

RSUs do not expire until your expiration date, however they can be converted into company shares, which can have tax ramifications.

Upon leaving a public corporation, stock options will normally be cashed out.

Employees with expiring stock options must frequently decide whether to exercise. In the end, everything boils down to two primary factors:

Do you believe in the company's future?

Are you able to afford the risk?

If you do not trust in the company's future value, there is no reason to exercise your options simply because they exist. You would likely be better off investing your money elsewhere. If you have faith in the company and can afford the risk, exercise your options!

How does an employee's vested and unvested stock affect him when he resigns?

If only a small amount of an employee's equity has vested, he or she would likely reconsider quitting. Why? Because only the employee's vested equity can be retained, the unvested equity is often forfeited.

Using the same example, your workers are granted 300 shares of stock options with a cliff vesting period of three years. If they quit before three years, they will not receive any shares. If it's graded vesting and only 100 shares are vested before they leave, they can only earn these vested stock options (100 shares) and not the rest (200 unvested shares).

Employees could lose their vested stock options if they do not exercise them within 90 days of leaving the company, as stock options normally expire after 90 days of leaving the company.


If they believe the firm stock to be valuable, it is crucial for many employees to arrange their leave so as to maximize their vested equity. Therefore, it is essential for you as an employer to establish a proper vesting schedule.

Therefore, it is essential to have an accurate equity vesting schedule.

As previously stated, employees typically consider equity vesting in their leave decisions. If you succeed, good employees will likely remain longer. In response to the worldwide rivalry for talent, technology businesses are modifying their stock vesting procedures in order to retain employees.

What about individuals who perform poorly? The beauty of a vesting schedule lies in this fact. If you do it right, you can safeguard your business in the event that your new hires underperform.

How can one avoid the stock vesting negotiating trap?

When handling stock vesting among founders, keep in mind the following guidelines.

1. Stick to your principles and keep things simple.

It is preferable to establish conventional cliff vesting for co-founders' shares, or at least some amount of cliff vesting that ensures a minimum level of commitment from startup team members. Refrain from convoluted or self-serving agreements that do not defend the company's best interests.

2. Standardize stock vesting for all co-founders

When all co-founders can say, "Don't worry, I have the same vesting on my stock," it is easier for them to agree on stock vesting. Certainly, there are times when a degree of personalization is warranted, but first try the "one size fits all" approach.

3. Long-term commitment is what counts.

If a co-founder is truly devoted to the startup endeavor for the long term, he or she should not have any concerns with stock vesting.

4. Pay attention to co-founder behavior.

When it is time to make difficult decisions, numerous co-founders reveal their true colors (and egos) (such as stock vesting). When a co-founder is difficult during incorporation, it is generally an indicator of future startup difficulties.

We applaud firms that take the initiative to implement stock vesting plans for their co-founders. But do not compromise. No one has a crystal ball to predict the future, and you don't really know your co-founders until you negotiate matters that impact them directly or face terrible obstacles together.

Be resolute regarding stock vesting and do not back down when it matters; your startup will fare far better in the long run.


Consider stock vesting if you wish to expand your firm, incentivize and keep your employees, and safeguard your limited cash. Vesting and its complexities can be difficult to comprehend. Keep in mind, however, that the concept and its variations did not develop overnight, but rather over a lengthy period of time in order to handle numerous facets of the hiring process and the retention of the top people. It is in your best interest to have a thorough understanding of the notion of stock options vesting, which has become a Silicon Valley standard. Learn about the terms of your grants. Ultimately, vesting-related actions will have a significant impact on your net worth.