What Are Equity Vesting Schedules?
A vesting schedule is the timeline over which someone earns the right to keep the equity they were granted. Until shares or options vest, they can be reclaimed by the company if the person leaves. Vesting turns a grant from a paper number into earned ownership over time.
The market standard is 4 years with a 1-year cliff and monthly vesting thereafter. That means: nothing vests for the first 12 months. At the 12-month mark, exactly 25% vests in one chunk (the "cliff"). After that, the remaining 75% vests in equal monthly increments over the next 36 months. By month 48, you are fully vested.
Vesting applies to both shares (restricted stock grants, common in founder agreements) and stock options (the standard employee instrument). The legal mechanics differ — share vesting uses repurchase rights, option vesting uses the vesting clause in the grant notice — but the economic effect is identical.
How Vesting Works
Step 1 — Grant: the company issues a grant notice for, say, 100,000 options with a 4-year vesting schedule and 1-year cliff. On the grant date, zero options are vested.
Step 2 — Cliff: nothing vests for 12 months. If the person leaves before month 12, they walk away with zero. This is intentional — it is the company's protection against early departures.
Step 3 — Cliff vest: on the 12-month anniversary, 25,000 options vest in a single moment. The person now has the right to exercise (or keep, in the case of shares) 25,000 options even if they leave the next day.
Step 4 — Monthly vesting: from month 13 to month 48, 1/48 of the original grant vests on the first day of each month. By month 24, 50% is vested; by month 36, 75%; by month 48, 100%.
Step 5 — Termination: when someone leaves, unvested options or unvested shares are forfeited or repurchased by the company at the original strike price (typically a nominal amount). Vested options usually have a 90-day post-termination exercise window before they expire.
Key Terms and Definitions
Cliff — the minimum service period before any vesting occurs. Standard is 12 months. Shorter cliffs (6 months) are sometimes used for senior hires. No cliff is rare and a red flag for investors.
Single-trigger acceleration — vesting accelerates on one specific event, usually a change of control (sale of the company). Common for founders. Investors usually negotiate this away because it makes the company harder to sell.
Double-trigger acceleration — vesting accelerates only if both a change of control AND a termination-without-cause occur within a defined window. The standard, balanced compromise. Protects employees from being fired by the acquirer to escape paying them out.
Reverse vesting — applied to founders. The founder owns 100% of their shares on day one (legally), but the company has the right to repurchase any unvested shares at a nominal price if the founder leaves. Economically identical to forward vesting; legally cleaner.
Acceleration carve-out — explicit statement in the grant that vesting does NOT accelerate on certain events (e.g. financing rounds, IPO). Without this, ambiguous "change of control" language can produce surprise outcomes.
Why Vesting Matters for Founders
The most common founder mistake is not putting themselves on a vesting schedule from the start. Co-founders incorporate, issue themselves shares, and skip the vesting paperwork because "we trust each other." Then one co-founder leaves at month 8, keeps 33% of the company, and the remaining founders cannot raise a Series A because no investor will fund a cap table with a passive ex-founder holding a third of the equity.
Reverse vesting on founder shares is the solution. From day one, the company has the right to repurchase any unvested shares if a founder leaves. Investors will require this at Seed if you have not done it yourself; doing it pre-investment with your own legal counsel is cheaper and friendlier than negotiating it under a term sheet.
For employee grants, the negotiation lever is the cliff and acceleration terms. A 12-month cliff is non-negotiable for normal hires. For senior executives joining late, a partial waiver of the cliff (e.g. 6-month cliff) is reasonable. Double-trigger acceleration on a change of control is increasingly standard for senior employees and entirely reasonable to offer.
Common Scenarios
Co-founder departure at month 10 with no vesting: the departing co-founder legally owns their full grant. Remaining founders face the choice of paying them out to remove them from the cap table or living with the passive shareholder. Investors will refuse to fund without resolution.
Co-founder departure at month 10 WITH 4-year/1-year reverse vesting: the company repurchases 100% of the departing founder's unvested shares at the nominal price. The remaining founders keep clean control and the cap table is investor-ready.
Acquisition at month 30 of a 4-year grant with double-trigger acceleration: the acquirer offers a retention package. If the employee accepts and is not terminated, vesting continues on the original schedule. If the acquirer terminates them without cause within the trigger window, vesting accelerates and the remaining 18 months vest immediately.
Acquisition at month 30 with single-trigger acceleration: full vesting on the day of the acquisition, regardless of retention. The acquirer dislikes this because it eliminates the financial lock-in for key employees. This is why investors push to remove single-trigger from founder grants at Series A.
How CAPLINK Helps You Manage Vesting Schedules
CAPLINK's cap table module tracks every grant's vesting schedule individually — grant date, cliff date, vesting frequency, acceleration terms — and computes vested vs. unvested totals automatically as time passes. When an employee leaves, you record the termination and the system reflects forfeited unvested options, vested totals, and exercise window expiry without manual recalculation.
This matters operationally for two reasons. First, your fully diluted cap table for investor reporting and [pre-money valuation calculations](/captable/pre-money-post-money-valuation) is always current — vested vs. granted vs. exercised are distinct numbers and CAPLINK keeps them straight. Second, when you run an [ESOP top-up](/captable/esop) or grant refresh, you have an accurate view of who is fully vested, who is approaching cliff, and where to allocate fresh equity.
See the [ESOP guide](/captable/esop) for the broader employee equity program structure, the [409A valuation guide](/captable/409a-valuation) for how strike prices are set at grant date, and the [equity dilution](/captable/equity-dilution) for how cumulative grants affect ownership.