
Ask HN: Vesting schedule with no cliff? - m3t4lh3ad
I&#x27;ve been in negotiations with a startup and I&#x27;ve liked everything I&#x27;ve seen so far.<p>The founders are great people and I&#x27;ve had a ball chatting to them over 3 meetings.<p>However, when it came down to the offer, the stock option grant doesn&#x27;t have a vesting schedule. It vests 100% only after the full 4 years have lapsed.<p>Now I&#x27;ve worked for a startup before where I was granted stock and it have the usual one year cliff, then 25% per year thereafter until the full 4 years. And as far as I can tell from talking to people and researching online, this is the usual thing to do.<p>Anyone been through that? Any ideas as to why they would have done the grant this way? I will be asking these questions directly of them next week but thought I&#x27;d hear what hackernews has to say.
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iurisilvio
It is not "with no cliff". It is a "4 year cliff". Possibly they are
inexperienced and don't know what they are doing.

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m3t4lh3ad
I went back and negotiated. It went smoothly. It was a bit of inexperience on
their side. All is well - thanks for your feedback.

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icedchai
a 4 year cliff is unacceptable. odds are you'll leave before that, and get
nothing.

Just ask for a standard agreement with a 1 year cliff plus monthly vesting
after.

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matt_the_bass
That’s perfectly legit but in my experience uncommon. I’ve often seen 1/x per
year for x years (like 25% after 1 year for 4 years). It’s also common to vest
a portion immediately like 20% immediately. Then 20% each year for 4 years.

Note that generally employees only have 30 days to convert if they leave. So
even if options are vested, how likely will they convert if they leave within
a short period even if some are vested immediately? If the employee thinks the
company is so awesome that they should convert options, then why would they
leave so soon?

I’ve usually seen vesting periods of 3-5 years total.

Note there is nothing stopping you from having multiple grants simultaneously.
Ie you get these options now as part of this deal. Then sometime in the future
before the originals are all vested you can get another grant.

Lastly, if this is really early stage what is the likelihood that they will be
worth anything ever? Perhaps you should optimize on cash.

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m3t4lh3ad
Thanks for your thoughts.

The cash component doesn't worry me at this stage and you're right, the
options basically aren't worth anything initially.

That said, there are many things that can cause someone to leave a company:
pressed for cash, overseas family in need, not getting along with the team,
etc...

Should something like this happen, I would leave after having invested 1, 2
years into the startup without having had the chance benefit from what I
helped build.

Lastly, it's not really about the grant per se. It's a startup. The odds
aren't in our favor. But it's more about what is fair - it seems fair to me to
reward employees for their efforts without such a long cliff.

Thanks again!

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matt_the_bass
I agree 100%. Fareness is important. As is enjoyment.

Good luck!

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vinaypai
That is pretty non-standard and a pretty big red flag in my opinion.
Definitely a non-starter unless you're willing to work just for the cash
they're offering on the assumption that you'll end up with no equity. I'd be
hesitant even then because it sounds pretty sketchy.

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mtmail
Are there other employees? Did the founders have previous startups? It could
be they are inexperienced themselves.

Ask for the 4 year vesting schedule.

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m3t4lh3ad
No. I would be the first employee.

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dpeck
You should be getting RSUs, not options as first employee.

And negotiate for single trigger acceleration.

And really, just don’t do business with these folks, 4 year cliff is way out
of ordinary and hostile to you. You’ll have a much better few years elsewhere
and there is little to no chance of success with these folks if they’re
fumbling on basic recruiting.

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vinaypai
There is practically no difference between options and RSUs early on when the
value the company is low and the strike price is (or at least should be)
minimal.

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dpeck
83b seems like a practical difference to me if you hope to cash them out.

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matt_the_bass
What is 83b?

