SERAVIA

When it comes to option pools, founders and investors care about how the pool affects the company’s valuation, what the company looks like fully diluted, and what happens to the options in an acquisition. There are a lot of great posts out there regarding what founders and investors should be aware of regarding option pools.

As an employee with stock options, you don’t need an in-depth understanding of all the issues surrounding option pools. In fact, all you really need to know is how much of the company you’re going to own. However, understanding a little bit about option pools will give you some useful insight to where the company is going and your future prospects.

As an employee, the two things to know about option pools are: 1) the size of the pool and 2) how much is left in the pool.

The option pool is made for you and your colleagues. The whole point of having a pool is to set aside a portion of the company that can be doled out to attract desirable candidates and keep talented employees on board. The size of the pool is a percentage of the whole company. A 10% pool means that 10% of the company is earmarked for ownership by employees, directors, and anyone else valuable to the company. However, just because the pool exists doesn’t mean the company is required to give out any options.

A large pool — 20% is generally pretty healthy — is a sign that your founders are committed to using options to attract talent, which is what you should be looking for. An initial pool that is small is not necessarily bad (Venture Hacks has a good post on why keeping a small pool may be advantageous). However, if the pool is small, it’s worth finding out why. A small pool could mean your founders are stingy, which is never a good sign when it comes to their willingness to attract talent. However, it could also mean that the founders plan on enlarging the pool. Remember, a pool will almost always get bigger as your company grows, but rarely will shrink.

Ask about when your company plans to raise more money. When a company goes through an investment round the option pool is almost always resized based on what the investor and founders agree to be the future needs of the company. Therefore, after the round is over find out how much more of the company is carved out for the option pool.

If the pool gets a significant increase in size, it’s a good time to mention your interest in an additional equity grant. This is known as a refresher grant. It is also a good time to pick your founders’ brain about the hiring plan, which will allow you to figure out how many options each employee can expect.

Also remember to consider how you’ve been diluted after an investment round. If you’ve taken a big hit, that’s all the more reason to ask about the new pool size and to find out about the prospects of refresher grants.

Say you’re a senior engineer with a .5% option grant. You’re working hard to get more options, but you find out that there is only 2% left in the option pool. If the company has 10 people and plans on hiring more, then you already know that your chances of getting more options will be limited. At that point, talking with the founders about increasing the pool size would be fair. Your founders should be trying to size the pool according to hiring needs and incentivizing existing employees, so they should be responsive to reasonable concerns of an insufficient pool size. If your founders tell you the company is going to go through another round of financing, then at least you’ve expressed your interest in earning a piece of the post-investment option pool. Also, always make sure the numbers add up. If you’re told that the pool is 15% with 10% already allocated, and you’re promised 2% plus multiple refresher grants then something is up.

Not every company will be willing to share information about pool size and the amount remaining in a pool, which is fair. But, even if you don’t get answers, your founders will be happy that you’re asking the right questions.

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