What Is an Option Pool?

An option pool is a set number of shares set aside for future issuance to employees, directors, advisors, and consultants of a company. Typically used by startups, these pools are part of an equity incentive plan designed to attract and retain key personnel. Option pools are essential for startups that may not have sufficient cash to attract the talent necessary to grow the business.

Creating an Equity Option Pool

Creating an equity option pool involves several key steps:

1. Determine the Size of the Pool: Typically, option pools range from 10% to 20% of the outstanding shares of the company. The size depends on the company’s hiring needs, stage of development, and plans for future growth.
2. Board Approval: The creation of an option pool usually requires approval from the company’s board of directors. This approval is often sought in conjunction with financing rounds as it affects valuation.
3. Legal Documentation: Setting up an option pool requires formal documentation, including amendments to the company's Articles of Incorporation and the creation of a stock option plan that complies with applicable securities laws.
4. Plan Administration: Decide who will manage the option pool, typically this is either the board of directors or a specific committee appointed by the board.

Allocating Stock Options to Employees and Advisors

When allocating options from the pool, companies consider several factors:

1. Role and Seniority: Higher-level positions and early employees often receive larger option grants than later hires or those in lower-tier positions.
2. Vesting Schedule: Common vesting schedules include a one-year cliff (no vesting occurs until the first anniversary), followed by monthly or quarterly vesting.
3. Fair Market Value: Options are usually priced at the fair market value of the shares at the time of grant, requiring a 409A valuation to ensure compliance with IRS regulations.

Managing Option Pool Dilution

Managing option pool dilution is crucial for maintaining a balance between employee incentives and investor ownership. To effectively manage dilution, consider the following:

1. Be realistic about future hiring needs: Accurately assess the number of employees and roles required to avoid over-allocating shares.
2. Proactively manage the option pool: Regularly review and adjust the pool size to minimize dilution and maintain a fair share price.
3. Understand the impact of pool size: Larger option pools can lead to lower share prices and higher investor ownership, affecting overall dilution.
4. Monitor the effects of funding rounds: The size of the option pool may decrease with subsequent funding rounds due to investors' ownership demands, impacting dilution.

Importance of Option Pools for Startups

Option pools play a significant role in attracting and retaining top talent for startups. They serve as a powerful incentive for employees, aligning their interests with the company's long-term growth and profitability. By offering equity compensation, startups can secure skilled professionals without increasing their cash burn rate.

Moreover, option pools can serve as a negotiation tool during funding rounds, helping startups secure better terms with investors and maintain control over their equity structure. By proactively managing option pools and avoiding common mistakes, startups can ensure a fair balance between employee incentives and investor ownership, ultimately contributing to the company's success.