Cap Table

Founder Vesting (Reverse Vesting)

Definition

Founder vesting, sometimes called reverse vesting, applies a standard vesting schedule to stock founders already technically own outright, so a founder who leaves early forfeits the unvested portion instead of walking away with their full stake.

Because founders usually hold their shares from day one rather than receiving them as a future grant, the mechanism runs in reverse: the company holds a right to buy back the unvested shares at cost if a founder leaves before they vest, rather than the shares simply not existing yet.

Investors will typically insist on this before a priced round if it isn't already in place, and for good reason: without it, a co-founder who leaves after six months keeps their full ownership forever, with no further obligation to the company. Putting it in place voluntarily at formation, on the same four-year schedule as an early employee, is usually the better move than waiting for an investor to require it.

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