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Understanding the Option Pool in Venture Capital Funding

Updated: Feb 9

The option pool is a common element in venture capital (VC) funding, often referenced in discussions around equity, dilution, and valuation. It is an allotment of a company's shares reserved for future issuance to employees, advisors, and directors. Option pools typically range from 10-20% of a startup's total equity and play a crucial role in attracting and retaining key personnel. But how does the option pool affect existing investors and their equity stake in a company? This article aims to shed light on the intricacies of the option pool, offering investors a better understanding of how it fits into the larger venture capital funding landscape.

The Basics: What is an Option Pool?

An option pool, also known as an equity incentive or employee stock option pool (ESOP), is a block of a company's equity set aside to incentivize employees, board members, and occasionally consultants or advisors. It is a strategic tool employed by startups to attract and retain high-quality talent by offering them a stake in the company's potential success. An option, in this context, gives the holder the right, but not the obligation, to buy a share of the company at a predetermined price, referred to as the strike price. As the company grows and its valuation increases, these options can become quite valuable, offering significant upside potential to the holder.

Option Pool and Dilution

From an investor's perspective, the creation or expansion of an option pool can lead to dilution of existing equity stakes. When an option pool is created, it increases the total number of shares, thereby reducing the percentage of the company owned by each existing shareholder (i.e., causing dilution). For instance, consider a company with 1,000,000 shares outstanding, of which an investor owns 100,000, or 10%. If the company creates an option pool equal to 20% of the total equity (200,000 new shares), the total shares increase to 1,200,000. The investor's stake is now reduced to approximately 8.33% (100,000/1,200,000). It is essential for investors to consider this dilution when negotiating valuations and considering their potential return on investment.

Negotiations about the option pool size often occur during funding rounds. One crucial aspect for investors to consider is whether the option pool is factored into the pre-money or post-money valuation. In a pre-money option pool setup, the pool is created before the new investment comes in. This means that the dilution from the option pool primarily affects the founders and existing shareholders, not the new investors. The pre-money valuation of the startup is thus reduced by the value of the option pool. In contrast, a post-money option pool is created or expanded after the new investment. This means the dilution impacts all shareholders, including new investors. The value of the option pool is included in the post-money valuation of the company.


Let's consider a startup with a pre-money valuation of $10 million. A VC agrees to invest $2 million for a 20% stake. If the option pool is established pre-money and is set at 10%, $1 million (10% of $10 million) is reserved for the option pool. The $2 million investment is then calculated against a $9 million valuation (the original $10 million minus the $1 million option pool), which gives the VC a 22.22% stake ($2 million/$9 million). If the option pool is post-money, the $2 million investment is calculated against the full $10 million valuation, giving the VC a 20% stake. The 10% option pool is then allocated from the $12 million post-money valuation, affecting all shareholders, including the VC. In both scenarios, the company ends with a $12 million post-money valuation, but the distribution of equity differs significantly.

Option pools can be a powerful tool for startups to attract and retain key talent. However, their creation and expansion can lead to dilution, impacting the stake of existing shareholders. As an investor, understanding the implications of an option pool, particularly whether it's a pre-money or post-money setup, is crucial to accurately assessing your potential equity stake and the associated return on investment. By carefully considering these factors, you can make more informed investment decisions in the dynamic landscape of venture capital funding.

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