Option Pool: What It is and How It Works

Written By:
March 15, 2024

What is an Option Pool?

Option pools or Equity Pools are block of a company’s shares that kept aside for distribution in the future, to employees in a private company. It is used as an important method to attract and retain talent and as an incentivizing tool to align employees' interests with the company's, by cultivating a sense of ownership.

Option pools are a key part of the success of a lot of startups, as the pools helped the firms gain large investments through added equity incentives for potential investors.

How is an Option Pool created?

Basically, the options allow the recipient to purchase the shares of the firm at a predetermined price, at a specific time. Most commonly, they are created and managed by the founders or the board of a company. The creation of these option pools is done through a process of allocation and follows a legally outlined process. The process calls for announcement of the pool’s purpose, overall size, and the criteria allocation.

What is the size of an Option Pool?

For option pools, the size and allocation vary based on the company. It is vital to look at the company’s growth, industry, and requirements for funding. Usually, an option pool is about 10% to 20% of the company’s diluted equity and is distributed among different levels of employee hierarchy. An option pool should allow the firm to grant options to attract new talent and retain the existing workforce in the next financing round.

Why do companies create an Option Pool?

The most important use of option pools is attraction and retention of top talent for the company. By providing employees with equity ownership, startups can provide incentives to commit to the growth of their firm. Especially in high-growth or disruptive industries, such as technology or fintech, ownership stake can help entice top talent through financial rewards.

Also, option pools can cultivate a more engaged workforce through alignment of goals for the employees with the firm. This occurs as their compensation is directly proportional to the overall performance of the company. If the company grows, the value of the options held by employees also increases, giving them a higher renumeration.

Option pools also help increase the valuation of the company for fundraising attempts made in the future. This is because option pools provide the startup with an ability to offer investors equity during future financing rounds, equipping them with ownership stake and greater power in the company, which makes investors keener and the company more attractive.

How do Option Pools Work?

The mechanism of option pools can be an overwhelming topic, but it is important to understand for any startup founder.

Typically, when a company allocates the options from the option pool, an employee does not get access to it in one go. There is a vesting schedule that is adhered to, which allows all the allocated options to be earned by employees over a period.

The vesting schedule plays a pivotal role in retention of talent for the firm as it ensures the employees continue working for the firm for a stipulated time, until which they may not exercise their options. Vesting schedules also include a cliff- until the employee works till the cliff requirements are met, they receive no benefit at all. To produce a suitable vesting schedule, it is vital to consider employee retention rates, and key performance indicators. Legal teams and HR experts can help provide solutions to start ups.

How much should option pool be?

Setting the right price for options is also important. Strike price, or the exercise price, is the price at which the recipients of the options will be able to buy company shares, when they wish to exercise their options. Companies are to set the strike price when options are being allocated.

This gives the company a benchmark to maintain, as the options in the pool are only valuable if the company’s valuation exceeds the strike price. If the company’s stock price falls below the option price, the holders gain no financial value from exercising it, and the pool does not benefit the firm.

Another vital facet of options are their expiration dates, which dictate the overall stipulated period within which the holders of the option must exercise them. Usually, they span over several years after they have been allocated, so as to give the recipients some freedom to exercise!

Common Mistakes to Avoid while issuing Option Pool

Common mistakes like over-allocating or under-allocating the shares in an option pool can have detrimental effects for the company. However, they can be avoided through efficient management of the option pools. Such management includes regular overseeing and review of the pool, and adjustment of the pool size based on the company growth. In this case, one must look at how dilution can impact the pool size.

Additionally, maintaining transparency and constantly communicating with the holders of the options can help improve the company’s rapport and even benefit the financial valuations of it. Legal advice can also help one find their way through the confusing regulations that surround option pools.


In conclusion, the creation and management of an option pool plays a crucial role in the success of startups. By offering equity ownership to employees, companies can attract and retain top talent, aligning their interests with the company's growth. Option pools not only incentivize employees but also increase the company's valuation for future fundraising efforts by providing investors with equity stakes.

Efficiently managing option pools, setting appropriate strike prices, and avoiding common mistakes can significantly impact a startup's ability to acquire talent and secure financing.

Therefore, understanding the mechanics of option pools and implementing best practices is essential for startup founders looking to drive growth and success in their ventures.

FAQs on Option Pool

1. Are option pool shares issued?

Yes, option pool shares are issued to key employees, advisors, and consultants of a startup company as an incentive to attract and retain talent.

2. Do option pool get diluted?

Yes, option pools can lead to dilution of ownership stakes for founders and existing investors as new shares are issued to employees through the option pool.

3. How to calculate option pool?

The size of the option pool is typically expressed as a percentage of the company's fully diluted shares and can be calculated based on the company's valuation and the desired percentage allocation for the pool.

4. What is an employee option pool?

An employee option pool, also known as an employee stock option pool (ESOP), is a portion of company equity specifically allocated for employees. It is created to attract and retain talent in a startup by offering stock options and restricted stock as incentives.

5. What is a company option pool?

A company option pool, also referred to as an option pool, is a reserved block of shares of stock set aside for employees of a private company. This pool is used to reward and

incentivize employees, typically ranging from 15% to 25% of the company's initial equity and can be adjusted as the company grows and raises new funding rounds.

6. What is an example of an option pool?

An example of an option pool is when a startup allocates a percentage of its equity to employees in the form of stock options, restricted stock awards (RSAs) or restricted stock units (RSUs) to align their interests with the company's success.

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