·  2 min read  ·  venture-capital, tool-intro

Reading a vesting schedule before you sign

Four years monthly with a one year cliff is industry standard. The implications of what that means month by month are not always obvious.

Standard founder and employee equity grants vest over four years monthly with a one year cliff. The shorthand is familiar enough that everyone nods when they hear it. The actual calendar implications are less familiar.

The vesting schedule calculator renders the schedule month by month. You see the cliff hit (a meaningful chunk of shares vest all at once, twelve months in), and you see the steady monthly vest after that. For a 48,000 share grant with the standard 48-month-and-12-month-cliff structure, the cliff puts 12,000 shares (25%) into the vested column on month 12, then 1,000 per month for 36 months.

When this is useful

For a founder negotiating an offer to an early employee. Show them what the vest looks like. The standard structure rewards staying through the cliff. Below the cliff, nothing. After the cliff, steady accrual. That visualization usually clarifies the equity offer better than the share count alone.

For an employee comparing offers. The total grant matters, but the schedule matters too. Two grants of the same nominal size with different cliff structures (one year vs two year, six year vs four year vesting) are economically different.

For a partner negotiating an acceleration term. Single-trigger and double-trigger acceleration provisions become more concrete when you can see the unvested portion of the grant on a specific date.

The tool does not handle acceleration mechanics, termination scenarios, or non-standard vesting structures. For those, you need either a more sophisticated cap-table tool or a conversation with counsel.


Walter Allison is a corporate attorney in Denver. He writes here about M&A, private equity, and venture capital structure.
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