top of page

LEGAL

Startup Equity Basics

The Option Pool: What It Is and How It Impacts You

An option pool is a slice of your company set aside for future hires. It helps attract talent — but it also dilutes founders. How and when the pool is created matters, especially during fundraising negotiations.

Why it Matters

Investors often ask founders to expand the option pool before they invest — meaning the dilution comes out of your stake, not theirs.


Understanding how to size, use, and negotiate the pool is critical to protecting founder equity while building a great team

Founders Checklist
  • Standard option pools are 10–20% depending on stage

  • Option pools are part of the pre-money valuation in most terms

  • You can negotiate to share the dilution with investors

  • Pools should reflect hiring needs, not arbitrary percentages

  • Unused options return to the pool — they don’t go away

Founder Fails
  • Accepting a large pool increase without negotiation

  • Letting the investor set the size with no pushback

  • Not forecasting how much is needed for hiring

  • Confusing option pool with cash comp or benefits

  • Failing to explain the pool to future employees or co-founders

When to ask for Help
  • You’re negotiating a term sheet with an investor

  • You’re unsure how big the pool should be based on your hiring plan

  • You want to model the impact of different pool sizes on your equity

  • You’re trying to reduce or restructure the pool post-funding

  • You’re planning international hires or unusual equity structures

Frequently Asked Questions

Q: What’s the difference between granted and ungranted options?
A: Granted = already given to employees. Ungranted = still available. Both are included in the pool.


Q: Do founders get options too?
A: Founders usually get restricted stock, not options. But if you’re late-joining or switching roles, you might receive options too.


Q: Can I shrink the option pool later?
A: Yes — with board/investor approval. But you’ll likely need to justify it with a clear hiring plan.

Fractional Executives

© 2025 MINDPOP Group

Terms and Conditions 

Thanks for subscribing to the newsletter!!

  • Facebook
  • LinkedIn
bottom of page