Track your equity vesting schedule, visualize cliff periods, and calculate the value of vested and unvested shares over time.
Try an example:
Formula:
Vested Shares = Total Shares x (Months Vested / Total Months)
Explain Result
Explains what the calculator result means in plain language.
Enter your equity grant details
Add total shares and vesting period to see your schedule
Equity vesting is a cornerstone of startup compensation, governing how employees and founders earn ownership in a company over time. According to Carta, over 2 million startup employees hold equity grants subject to vesting schedules. Understanding your vesting schedule is essential for making informed decisions about career moves, financial planning, and negotiating compensation packages.
The standard vesting structure in Silicon Valley and most startup ecosystems is the 4-year schedule with a 1-year cliff, a framework popularized by Y Combinator. Under this arrangement, no equity vests during the first year (the cliff period). At the 1-year mark, 25% of the total grant vests immediately, and the remaining 75% vests monthly or quarterly over the following 36 months. This structure protects companies from employees who leave early while ensuring committed team members build meaningful ownership.
The cliff serves multiple purposes: it creates a trial period where both the company and employee can evaluate fit before significant equity transfers, it protects the cap table impact from fragmentation by short-tenure employees, and it incentivizes employees to commit to at least a year of service. According to the National Center for Employee Ownership (NCEO), approximately 9 million Americans hold stock options, with the vast majority subject to some form of vesting requirement.
For founders and early employees, understanding vesting is crucial when evaluating equity splits, negotiating with investors, or planning for potential dilution events. The value of your equity depends not just on the number of shares but on when they vest and what the company might be worth at each milestone.
Vested Shares = Total Grant x (Months Since Cliff / Remaining Months)
After the cliff period completes:
Monthly Vesting = (Total Grant x 0.75) / 36 months
The total number of shares or options awarded. This is typically expressed as a specific number of shares rather than a percentage to avoid confusion with dilution calculations. Common grant sizes range from 0.01% to 2% of the company for early employees.
The waiting period before any equity vests, typically 12 months. At the cliff, a proportional amount (usually 25%) vests all at once. If you leave before the cliff, you forfeit the entire grant.
The total time over which equity vests, typically 48 months (4 years). After the cliff, remaining equity vests according to your schedule (monthly, quarterly, or annually).
For stock options, this is the price you pay to exercise. It's set at fair market value (409A valuation) at the time of grant. Your profit is the difference between the current share price and your strike price.
Two primary vesting approaches exist in the startup world: graded vesting (continuous) and cliff vesting (step). Understanding the differences helps you evaluate offers and negotiate better terms.
Most startups use the standard 4-year/1-year cliff model because it balances employee interests (regular vesting after the cliff) with company protection (meaningful commitment required). When evaluating Series A terms , investors typically require this structure for all founder and employee equity.
A senior engineer joins a seed-stage startup with a grant of 50,000 shares (0.5% of the company) at a strike price of $0.10 per share.
Total Grant: 50,000 shares
At 12-month cliff: 12,500 shares vest (25%)
Monthly vesting after: ~1,041 shares/month
If Series A share price = $2.00
Potential gain at cliff: $23,750 ($2.00 - $0.10 x 12,500)
Early employees benefit most from understanding dilution as their percentage ownership will decrease with each funding round.
Two co-founders split equity 60/40 based on their equity split calculation . Both are subject to 4-year vesting with a 1-year cliff.
Founder A: 6,000,000 shares (60%)
Founder B: 4,000,000 shares (40%)
At cliff (Year 1): A = 1,500,000, B = 1,000,000
At Year 2: A = 3,000,000, B = 2,000,000
At Year 4: Fully vested
Even founders vest their equity. If Founder B leaves at Month 10, they receive nothing. If they leave at Month 18, they keep 37.5% of their allocation (1,500,000 shares).
An employee has 20,000 shares on a 4-year vest. The company is acquired at Month 30 for $10 per share. They have double-trigger acceleration.
Vested at acquisition: 15,625 shares (78.125%)
Unvested: 4,375 shares
If retained: continue vesting under new terms
If terminated (double-trigger): 100% accelerates
Total payout if terminated: $200,000
Understanding acceleration terms is critical when evaluating equity dilution from Series A investment terms and acquisition offers.
Based on data from Carta, Index Ventures, and Y Combinator, here are the most common vesting structures in the startup ecosystem.
48 months
The industry standard. 25% vests at the 1-year cliff, then monthly vesting for the remaining 36 months.
36 months
Used by some startups to compete for talent. ~33% at cliff, then monthly for 24 months.
48 months
Rare, but sometimes used for senior executives or to retain existing employees after acquisition.
48 months
Increasingly popular at growth-stage companies to reduce cliff risk for employees.
While this calculator provides accurate vesting projections, several factors can affect the actual value and timing of your equity.
The calculator can project when shares vest, but not what they'll be worth. Startup equity value depends on company performance, funding rounds, and market conditions. Most startup equity ends up worth zero.
Your ownership percentage will decrease with each funding round. Use our dilution calculator to model how future rounds affect your stake. Typical dilution is 15-25% per round.
ISOs, NSOs, and RSUs have very different tax treatments. The timing of exercise, holding periods, and AMT considerations can significantly affect your net proceeds. Consult a tax advisor for personal guidance.
Company acquisitions, restructurings, or new funding rounds may modify vesting terms. While acceleration clauses protect some scenarios, not all changes are in the employee's favor.
Even fully vested shares may not be sellable. Most startups have restrictions on share transfers, and there may not be a market for your shares until an IPO or acquisition. Secondary markets exist but often have limitations.
For more guidance, see the Valuefy blog.
Pair this tool with the Series A Calculator and the Cap Table Calculator to cross-check inputs. For strategic context, read our e-commerce valuation case study and explore the Startup & Fundraising tools hub.
The industry standard is 4-year vesting with a 1-year cliff. At the cliff, 25% vests immediately, then the remaining 75% vests monthly over 36 months. This structure balances retention with fair compensation.
Leaving before your cliff means forfeiting your entire equity grant. Time your career decisions around vesting milestones, especially the cliff, to maximize your equity value.
Understand the difference between vested and exercised. Vested options give you the right to buy shares; you still need to exercise (pay the strike price) to actually own them.
Acceleration clauses (single-trigger or double-trigger) can protect your equity in acquisition scenarios. Negotiate for these protections, especially at the executive level.
Your vesting schedule works alongside dilution and equity allocation to determine your final ownership. Model all three together for realistic expectations.