Cap Table Management Strategy

By David Smith

2025-11-08

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Your cap table (capitalization table) is the ledger of who owns what. Mistakes here are irreversible. Giving away too much equity early to an advisor or accelerator can make you "uninvestable" to VCs later.

The Option Pool Shuffle

Investors will ask you to create an "Option Pool" (usually 10-15%) for future employees. The trick is: they want this to come out of YOUR shares (pre-money), not theirs. Negotiating the pool size is effectively negotiating the valuation.

Dead Equity

This happens when a co-founder leaves early but keeps 40% of the company. You must have Vesting Schedules (standard is 4 years, 1 year cliff). If they leave in month 6, they get nothing. This protects the company.

Use software like Carta or Pulley to manage this. Excel spreadsheets are prone to math errors that can cost millions.

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