Vesting Types: Cliff Vesting vs. Graded Vesting

Eqvista | Cap Table & Valuations
5 min readFeb 19, 2024

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Are certain vesting schedules more typical than others?

There are more complicated solutions that could fit your equity situation better, but it doesn’t imply you should ignore them.

The term “vested in” refers to the legal entitlement to retain employer contributions. The majority of employee benefits, including retirement plans and stock options, are subject to vesting.

Employee contributions to retirement plans maintain a constant 100% vested status, underscoring the significance of personal financial investment.

Cliff Vesting Vs. Graded Vesting

Cliff vesting and graded vesting are two of the most prevalent vesting schedules. It is rare for most firms to have both vesting types. Businesses utilize the benefits and drawbacks of each of these schedules for various reasons.

Cliff Vesting Example:

Imagine an employee is granted 1,000 stock options with a three-year cliff vesting schedule:

  • Year 1: No options vest.
  • Year 2: No options vest.
  • Year 3: At the end of the third year, the cliff is reached, and 100% of the options (1,000) become fully vested.

In cliff vesting, there’s a waiting period (the cliff) during which no benefits accrue. After the cliff, a significant portion of the benefits becomes fully vested.

Graded Vesting Example:

Now, let’s consider an employee with 1,000 stock options and a four-year graded vesting schedule:

  • Year 1: 25% of the options (250) vest.
  • Year 2: An additional 25% of the remaining options (187.5, for simplicity, rounded to 188) vest.
  • Year 3: Another 25% of the remaining options (141) vest.
  • Year 4: The final 25% of the options (141, rounding down) vest.

In graded vesting, there’s no initial waiting period (cliff). Instead, some benefits vest at regular intervals over the entire vesting period.

Determining Appropriate Vesting

If your company aims to reduce employee turnover and increase loyalty over the long term, cliff vesting may be the way to go. An obvious benefit is that it encourages workers to remain put for a set amount of time before they can use their options.

Conversely, graded vesting works better for businesses that wish to give workers a sense of accomplishment and appreciation as time goes on. It enables staff members to periodically exercise a fraction of their options, which can assist in maintaining their motivation and engagement.

When deciding on a vesting timeline, businesses should consider their objectives and how they want to motivate and retain employees.

While graded vesting offers greater flexibility and incentive, cliff vesting may be more in line with the long-term strategy of some firms.

It’s also important to remember that, to balance long-term commitment with immediate incentives; some businesses may combine the two strategies by implementing a cliff period accompanied by graded vesting.

Cliff Vesting Dilemma: Analyzing Benefits and Drawbacks

What potential advantages and disadvantages does cliff vesting offer both the employer and the employee? Let’s find out.

Simplicity and Clarity: Cliff vesting is an easy way to set expectations and goals for employees by giving them ownership rights after a set amount of time. Consider a startup that institutes a cliff vesting policy with a one-year cliff.

A startup adopts a one-year cliff vesting policy. Jane, a newly hired marketing specialist, receives a grant of 1,000 shares. After successfully completing her first year, all 1,000 shares vest, providing a clear and simple framework.

Risk Mitigation for Employers: Protecting businesses is the primary goal of the cliff phase. If an employee leaves before the cliff, the corporation keeps its unvested equity, which lowers financial risks.

Suppose Jane decides to leave the company six months into his tenure. Due to the cliff vesting policy, the company retains the unvested 500 shares of Jane’s equity, preserving its interests.

Immediate Alignment of Interests: Cliff vesting encourages employees to dedicate themselves from the start, which helps the organization achieve its long-term goals.

Similarly, consider the following challenges before preparing for a cliff vesting schedule.

Retention Challenges: The longer wait time before vesting might make it difficult to keep some individuals on board since they could deem it too long, resulting in attrition.

Suppose Jane considers a one-year cliff too lengthy. She receives a grant of 800 shares but decides to leave after eight months. Since she hasn’t reached the cliff, the company retains the unvested 200 shares, and Jane misses out on the benefits, potentially leading to talent loss.

Limited Flexibility: Companies may find it tough to satisfy individual preferences or unusual situations when using cliff vesting due to the lack of flexibility compared to a phased approach.

Suppose Jane requests a modified vesting schedule due to personal reasons. The company, constrained by a cliff vesting structure, struggles to adapt. If the company could adjust the vesting schedule, it might better retain valuable talent.

Potential for Disengagement: Until the cliff phase ends, employees may not feel as motivated because they are waiting for the rewards to become apparent.

Graded Vesting: Balancing the Scales with Pros and Cons

Is graded vesting a better alternative to cliff vesting? How do we find out? Let’s analyze its pros and cons.

Advantages of raided vesting;

Continuous Motivation: Graded vesting keeps workers engaged and motivated during their careers by providing a steady flow of vested equity.

Suppose Jane in her company is subject to a four-year graded vesting schedule. After the first year, she will get 300 out of 1,200 shares, or 25%. She stays motivated with monthly ownership goals in this progressive strategy.

Flexibility and Adaptability: Companies may adjust to employees’ demands and circumstances because of the gradual nature of graded vesting.

Risk Mitigation for Employees: Graded vesting reduces the risk of losing the entire grant in case of early departure. Employees still gain partial ownership even if they don’t complete the full vesting period.

Although graded vesting is employees’ favorite, there are a few things to consider;

Complexity for Employees: Graded vesting can be more complex for employees to understand than a straightforward cliff, potentially leading to confusion.

Potential for Reduced Immediate Commitment: Some employees may not feel the same immediate commitment as in cliff vesting since ownership accumulates gradually over time.

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