Understand Shares Vesting in 2023: A Comprehensive Guide

shares vesting

Short Answer:

Shares vesting grants employees ownership of company shares over time, outlined in contracts. It encourages long-term performance and aligns employee-company goals. Types include time-based, milestone-based, and hybrid, attracting talent and ensuring commitment.

Introduction & Background

As John Montague, my expertise in share vesting stems from a robust career in corporate law, with a specialization in contract and employment agreements. My journey through the legal landscapes of startups and established corporations alike has provided me with a deep understanding of how share vesting serves as a crucial mechanism for aligning the interests of employees with the long-term goals of a company. Through years of negotiating, drafting, and implementing shares vesting agreements, I’ve gained insights into the myriad ways these arrangements can be tailored to serve both the strategic objectives of businesses and the aspirations of their workforce.

My authority on the subject is further reinforced by my involvement in creating bespoke vesting schedules that cater to the unique dynamics of each organization. Having advised on the nuances of time-based, milestone-based, and hybrid vesting structures, I appreciate the complexities and the strategic significance of these mechanisms. My experience extends to guiding companies through the intricacies of legal and tax implications associated with share vesting, ensuring that both employers and employees maximize their benefits while adhering to regulatory requirements. This comprehensive background has positioned me as a go-to expert for companies seeking to implement effective share vesting strategies to foster growth and employee retention.

Key Concepts

  • Shares vesting is a process that grants employees ownership of company shares over time, offering companies potential returns on investment.
  • Three main methods of shares vesting structures are offered – time-based, milestone-based and hybrid, each with unique benefits to suit individual needs.
  • Managing share vesting requires tracking schedules and clear communication with employees for building shared ownership & aligning interests.

Understanding Shares Vesting

The BasicsShare vesting is a process that grants employees ownership of company shares over time, usually outlined in an employment contract or shareholders’ agreement. This approach encourages employees to perform at their best, knowing that they may reap future benefits as partial owners of the company.

But what exactly is share vesting, and how does it work? In essence, share vesting involves allocating a specific number of shares to employees, with a predetermined vesting schedule dictating when they can exercise their ownership rights. Various types of vesting exist, including immediate, gradual, time-based, milestone-based, and hybrid vesting.

Companies that utilize share vesting can attract new talent, synchronize employee goals with company progress, and potentially generate returns on investment.

What is Share Vesting?

Share vesting is the process of granting employees ownership of company shares over a set period, as outlined in an employment contract or shareholders’ agreement. It includes different components, such as vesting percentage, vesting schedule restricted stock units, vesting stock, vesting period, and vested benefit.

Vesting of shares is an important part of the shareholders’ contract. There are three main methods of share vesting: time-based, milestone-based and hybrid vesting. To manage share vesting effectively, companies should track vesting schedules and communicate with employees about their vested shares.

Key Terminology

To better understand share vesting, it’s essential to familiarize yourself with key terminology. A vesting period refers to the certain amount of time before an employee’s stock option plan or retirement plan benefits become fully vested. A typical vesting schedule spans three to five years.

There are different vesting structures, such as time-based, milestone-based, and hybrid vesting. Lastly, a share vesting agreement typically includes a vesting schedule, vesting conditions, and legal considerations.

With these terms in mind, let’s explore the various types of share vesting structures.

Types of Share Vesting Structures

There are three main ways to structure share vesting. These are time-based, milestone-based and hybrid vesting. All of these have their own unique benefits. Each structure serves a unique purpose and offers distinct benefits, depending on the specific needs and goals of a company. Understanding these structures is crucial for designing an effective share vesting plan that aligns with your company’s objectives.

Time-based vesting is a schedule in which employees receive their shares incrementally over a predefined period. Milestone-based vesting, on the other hand, entitles employees to receive their shares upon achieving predetermined milestones. Hybrid vesting combines aspects of both time-based and milestone-based vesting to create a unique vesting schedule tailored to the company’s needs.

Let’s dive deeper into each of these structures.

Time-Based Vesting

Time-based vesting is a vesting schedule that awards equity to employees over a specified period, usually with a cliff period at the beginning. There are two types of time-based vesting: cliff vesting and graded vesting. It’s important to note that above vesting schedule is not necessarily contingent upon one’s total tenure with the company.

A standard four-year time-based vesting schedule with a one-year cliff entails that 1/4 of the grant date your shares vest after one year, and 1/36 of the remaining granted shares (or 1/48 of the original grant) vest each month until the four-year vesting period is over. Upon completion of the four-year period, you will be fully vested. This structure incentivizes employees to stay with the company and contribute to its growth.

Milestone-Based Vesting

Milestone-based vesting focuses on performance outcomes and certain milestones. For example, an employee’s shares might vest upon the completion of version one of a software product or when the company achieves a specific sales target. Shares were allocated at 1% initially. This percentage steadily increased over the last vesting periods, reaching 20% by the end.

Although time-based vesting is more prevalent than milestone-based vesting, the latter can be an effective way to reward employees for achieving specific goals and driving company success.

Hybrid Vesting

Hybrid vesting is a combination of time-based and milestone-based vesting, offering a tailored approach for companies with specific goals and requirements. One example is double-trigger vesting, where two vesting criteria (typically one based on a time period and one based on a milestone, such as an IPO) must be fulfilled before the shares are fully vested.

This structure provides flexibility and customization, allowing companies to create vesting schedules that align with their unique objectives and employee performance expectations.

Creating a Vesting Schedule

A vesting schedule is a timetable outlining when an employee is eligible to receive their equity compensation, typically on an annual basis. It is essential to create a vesting schedule that aligns with the company’s goals and employee performance expectations. The board of directors is responsible for approving vesting schedules. The subsequent action after formulating a stock vesting schedule is to implement the vesting schedule to all stocks.

Designing a vesting schedule involves considering factors such as the employee’s role, their contribution to the business, and their position in the organizational hierarchy. Customizing vesting schedules may also be necessary, depending on the specific needs and goals of the company.

Let’s explore the process of designing and customizing vesting schedules in more detail.

Designing a Vesting Schedule

When designing a vesting schedule, it’s important to consider various factors, such as the compensation package, employee’s caliber, contribution to the business, and their position in the organizational hierarchy. The schedule should include a vesting period, vesting frequency, vesting cliff, vesting acceleration, and vesting termination.

The vesting period is the duration during which the employee must work for the company to become fully vested. The vesting frequency denotes the rate at which the employee’s ownership of the assets increases. The vesting cliff is the threshold period required for the employee to be eligible for any vesting.

The vesting acceleration is when the vesting period of restricted stock is reduced or the vesting frequency is increased. The vesting termination is when the vesting period concludes. It is important to communicate these details clearly with employees and seek professional legal advice when necessary.

Customizing Vesting Schedules

Creating a custom vesting schedule involves selecting the “Custom” option and specifying the details of each tranche of the vesting schedule. This may be done for a draft security or when customizing an existing vesting schedule. Factors such as an employee’s caliber, contribution to the business, and their position in the organizational hierarchy should be taken into consideration when customizing vesting schedules.

This customization allows companies to create a vesting schedule that aligns with their unique objectives and employee performance expectations.

Share Vesting Agreements: What You Need to Know

A share vesting agreement is a contract used by companies. It grants shares to employees or consultants. It outlines all the terms of employee stock purchase plans, allocation, stock vesting schedules, and return of unvested shares in case the employee leaves the company prematurely. This agreement is crucial in ensuring that employees are aware of their equity rights and the terms under which they can exercise those rights.

Understanding the components of a share vesting agreement and the legal considerations involved is essential when drafting such agreements. It is also important to communicate the terms of the agreement clearly with employees and seek professional legal advice when needed.

Let’s dive into the components of a share vesting agreement and the legal considerations to be aware of.

Components of a Share Vesting Agreement

A share vesting agreement typically outlines terms of employee stock and allocation, vesting schedules, and stipulations for the return of unvested shares if the employee leaves the company. These components help ensure that both the company and the employee understand their rights and responsibilities regarding the employee’s equity.

It is essential for companies to draft and execute share vesting agreements with clarity and precision, ensuring that all parties involved are aware of the terms and conditions.

Legal Considerations

When drafting a share vesting agreement, it is essential to consider compliance with applicable securities laws, clearly define vesting conditions, and incorporate a repurchase option for unvested shares. Furthermore, it is important to consider potential income tax, implications and disputes over the agreement’s terms.

Seeking professional legal advice is recommended prior to vesting company shares. By addressing these legal considerations, companies can ensure that their share vesting agreements are both fair and compliant with the law.

Managing Share Vesting: Tools and Best Practices

Effectively managing share vesting is crucial for both companies and employees. Companies should use tools to track vesting schedules and communicate with employees about their vested shares. This helps ensure that employees understand their equity rights and are motivated to contribute to the company’s success.

Let’s explore some tools and best practices for managing share vesting. Eqvista, a captable system, and the Global Shares platform are viable solutions to facilitate the tracking of stock vesting works and schedules and communication with employees regarding their vested shares. By using these tools, companies can conveniently configure, monitor, and automate their vesting schedules from a secure platform, minimizing the time spent on administrative tasks and spreadsheet management.

Tracking Vesting Schedules

Maintaining a record of the vesting period, the percentage of shares that vest at each milestone vesting amount, and the exercise dates is the recommended approach for tracking vesting schedules. Adhering to vesting schedules is essential to ensure that no important dates are overlooked.

By keeping track of these details, companies can better manage their share vesting process and ensure that employees are aware of their equity rights.

Communicating with Employees

Clear communication with employees regarding their vesting schedules is crucial for fostering a sense of shared employee ownership and aligning employee interests with company success. Companies should be explicit and forthright about the vesting schedule and its influence on the employee’s equity.

Communicating any alterations or updates to the vesting schedule promptly is also essential to avoid confusion or misunderstandings. By fostering open communication, companies can ensure that employees are well-informed and motivated to contribute to the organization’s growth.


In conclusion, share vesting plays a vital role in employee compensation and motivation, offering a sense of shared ownership and aligning employee interests with company success. Understanding the basics of share vesting, the various structures, and creating customized vesting schedules are key components of implementing an effective share vesting plan. By utilizing tools and best practices to manage share vesting, companies can ensure that employees are well-informed about their equity rights and motivated to contribute to the organization’s growth. Are you ready to unlock the potential of share vesting in your organization?

Frequently Asked Questions

What does vesting of shares mean?

Vesting of shares is the process by which shareholders gain their rights to a portion of company stock over a predetermined amount of time. This is often done as an incentive to retain employees, investors startup founders, or co-founders, and will be outlined in an employment contract or shareholders’ agreement.

Vesting is designed to ensure that all stakeholders remain committed to the success of the company long-term.

What does it mean to vest over 3 years?

To be vesting works out over three years means that you will gradually earn full ownership of your employer’s contributions to your retirement account. After three years of employment, you will own 100% of the account and all future contributions from your employer will automatically become yours.

Therefore, vesting over three to four years, incentivizes employees to stay with their company for an extended period of time.

What is the vesting period for shares?

When employers provide equity in a company plan, they will offer you a part stake. Your stocks usually have to vest first, which means you must typically stay with the firm for a period for which you would prefer to become an owner. Tell me about the vesting method of earning a specific amount over the period of your retirement plan or 401. Some companies have vests which encourage your stay within a company. If you have no business to allow early exercise, you are restricted to exercising stocks which have been acquired.


Vesting periods are used to ensure that employees and other co founder-founders receive their full equity stake in the company. They typically span a four year period, although this length can vary depending on the circumstances.

It’s important to understand the vesting period as a contractual provision, a term designed to incentivize commitment and continuity in a business setting. In essence, it refers to the period of time an employee or co-founder must serve before obtaining the rights to their allotted company shares.

The standard vesting schedule in most companies is over four years, with a common arrangement being 25% of the shares vesting after the first year, known as a “cliff,” and the remaining shares vesting monthly or quarterly over the next three years. It’s important to note, however, that these parameters can be altered according to the specific needs and agreement of the business entity.

In legal terms, the vesting period acts as a safeguard for the company, ensuring that key individuals are tied to the growth and success of the business for a certain time period. If an employee or co-founder leaves before their vesting period is complete, they will forfeit a portion, if not all, of their equity, thus protecting the company from potential early departure of key personnel.

Do I keep vested shares if I leave?

As a general rule, you will keep vested shares if you leave your job, but if there are options, you may be required to exercise the options within a certain time period; indeed, this is what is generally required for incentive stock options. A potential point of negotiation for your employer could be extending the term to exercise the options that have been granted. In addition, if you have Restricted Stock or Restricted Stock Units, you want to make sure that (if you are in an employee capacity) that any restrictions have been lifted prior to your departure. However, you should review the details of your vesting schedule to ensure that you have the full understanding of the timeline for exercising your options.

What is a vesting schedule and why is it important?

  • A: A vesting schedule outlines the period of time employees must work at a company before they earn the right to their equity or stock options. This schedule is essential as it provides a form of incentive for employees to remain with the company long term. It encourages loyalty and aligns the interests of the employees with the growth and success of the company.

How does a vesting cliff work?

  • A vesting cliff is a period of time at the beginning of the vesting schedule during which the employee earns no equity. For example, if there is a one-year cliff in a four-year vesting schedule, the employee would not earn any equity until the end of the first year, at which point they would instantly vest 25% of their total grant. The cliff serves to ensure that the employee is committed to the company before they start to earn equity.

Can vesting schedules vary between companies?

  • Yes, vesting schedules can and often do vary from company to company. Common vesting schedules include a four-year vesting period with a one-year cliff, but other arrangements are also possible. The vesting schedule is often a point of negotiation when a new employee is hired or when an equity grant is made.

What happens to my vested shares if the company is acquired?

  • If a company is acquired or merges with another company, what happens to your vested shares can depend on several factors. These include the terms of the acquisition deal, the specifics of your stock option agreement, and the plans of the acquiring company. In some cases, vested shares may be bought out, or they may be converted into shares of the acquiring company. It is always important to carefully read and understand your stock option agreement to be aware of the possible scenarios.

What is the difference between graded vesting and cliff vesting?

  • Graded vesting and cliff vesting are two different methods of determining when and how shares vest. In graded vesting, an employee gradually earns more rights to their shares over time. For instance, in a four-year graded vesting schedule, an employee might earn 25% of their shares after one year, then an additional 25% each year for the next three years. In contrast, cliff vesting occurs when an employee becomes fully vested after a specified period of service, receiving all their shares at once after this period.

Can the vesting of shares be accelerated under certain circumstances?

  • Yes, in some situations, the vesting of shares can be accelerated. Two common forms of acceleration are ‘single trigger’ and ‘double trigger’ acceleration. Single trigger acceleration means that your shares vest immediately upon a specific event, usually the sale of the company. Double trigger acceleration occurs when two events take place, typically the sale of the company followed by the termination of the employee. The specifics of acceleration are usually outlined in the employee’s stock option agreement or contract.

How are vested shares taxed?

  • The taxation of vested shares can be quite complex and depends on the specific circumstances, including the type of stock options, the timing of exercise, and the timing of sale. Generally speaking, when shares vest, there may be income tax implications, and when vested shares are sold, capital gains tax may apply. The details of taxation can vary widely by jurisdiction, so it’s important to consult with a tax professional to understand the tax implications of your vested shares.

Legal Disclaimer

The information provided in this article is for general informational purposes only and should not be construed as legal or tax advice. The content presented is not intended to be a substitute for professional legal, tax, or financial advice, nor should it be relied upon as such. Readers are encouraged to consult with their own attorney, CPA, and tax advisors to obtain specific guidance and advice tailored to their individual circumstances. No responsibility is assumed for any inaccuracies or errors in the information contained herein, and John Montague and Montague Law expressly disclaim any liability for any actions taken or not taken based on the information provided in this article.

Contact Info

Address: 5422 First Coast Highway
Suite #125
Amelia Island, FL 32034

Phone: 904-234-5653

More Articles