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Founder vesting

Pre-credit, cliff, leave date. What you keep, what the company claws back, and why vesting isn't a non-compete.

What it is

A contractual mechanism that gives the company the right to repurchase a founder's shares for free (or par value) if that founder leaves before earning them through time served. The founder owns the shares on day 1 — full voting and economic rights — but the company's clawback right "vests off" over time.

Why investors care

Every Spanish VC requires founder vesting at any priced round, no exceptions. The horror they're insuring against: a 2-founder team raises €1M, the technical co-founder quits six months later, 35% of the company is now dead equity stuck on the cap table forever.

Three different terms — do not confuse

Vesting = clawback on departure (regardless of where you go next).
Non-compete = restriction on what you can do after leaving.
Selling restrictions (ROFR + transfer restrictions) = whether and how you can sell vested shares.

You own all your shares from day 1. Vested shares are sellable (subject to ROFR), unvested shares are not (clawback transfers with the shares).

Spanish market schedule

4 years total, monthly vesting, 1-year cliff.

Cliff: months 1–12 vest nothing. Stay through month 12 → 25% vests at once.
Post-cliff: 1/48 per month for the remaining 36 months.

Pre-vesting credit (the founder fight): Spanish market practice is to credit founders for time already served operating the company before the round. If Stackslides has been live 18 months, founders should anchor for 18 months credited upfront. If pre-credit ≥ cliff length, the cliff is satisfied — no phantom restart.

Acceleration — three distinct levers

Single-trigger = acquisition alone causes 100% to vest. Sounds founder-friendly but acquirers refuse it or chop the price. Often kills exits.
Double-trigger = acquisition AND founder terminated within 12 months → vests. Spanish seed-market standard.
Termination-without-cause = fired by the board, no acquisition. Typical ask: 6–12 months of additional vesting accelerates.

The formula

Total vest months = pre-credit + months since closing

If total < cliff (12): vested = 0
Else: vested = MIN(total/48, 1) × stake%

Clawed = stake% − vested

Worked example

Round closes today. You hold 48% post-round. 4-year vest, 1-year cliff, 18-month pre-credit.

Day 1 vested: 18/48 × 48% (cliff already satisfied by pre-credit; unvested 30%)18%

Leave at month 6 post-closing: 18% + (6 × 1%) = 24% kept24% clawed

Leave at month 36 post-closing: fully vested at month 30100% (48%) kept

Acquired month 12, fired month 15: double-trigger firesfull 48% vests

Common mistakes

Confusing vesting with non-compete (vesting fires regardless of where you go next).
Confusing vesting with selling restrictions (ROFR governs selling, not vesting).
Accepting single-trigger acceleration as a "founder-friendly gift" — it poisons exits.
Conflating single-trigger, double-trigger, and termination-without-cause as one concept.

The 30-second meeting line

"4-year reverse vesting, 1-year cliff, 18 months of pre-vesting credit for operating history. Double-trigger acceleration on acquisition — single trigger poisons exits. And 6 months of acceleration if I'm terminated without cause pre-exit. Vesting is the retention dial; selling is ROFR's job — I'll negotiate those separately."

Say it out loud

"Vesting = clawback on departure. NOT a non-compete. NOT a selling restriction. Three different terms, three different sections of the term sheet."

Now drill this →