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Equity Terms Glossary: Key Concepts Every Founder Should Know

Equity forms the backbone of any startup. Understanding key equity terms empowers founders to navigate funding, protect ownership, and build sustainable growth strategies. Leverage my 18+ years of experience in the startup tech domain, crafting scalable solutions and driving technology innovation. Keeping key startup concepts at hand is crucial in navigating corporate nuances. This startup concept glossary categorizes essential equity concepts, investment terminology, and other critical terms to guide you through startup success.

Equity and Share-Related Terms

Equity

Equity represents ownership in your startup, distributed among founders, employees, and investors.
Example: If your company has 1,000,000 shares and you own 400,000 shares, your equity stake is 40%.

Cap Table (Capitalization Table)

A cap table is a detailed record of ownership stakes, tracking all shareholders and changes over time.
Why It Matters: It helps founders understand the impact of new funding on ownership and dilution.
Example:

  • Before Series A: Founders 70%, Angel Investors 20%, ESOP Pool 10%.
  • After Series A (20% equity issued): Founders 56%, Angel Investors 16%, ESOP Pool 8%, Series A Investors 20%.
Dilution

Dilution occurs when new shares are issued, reducing existing stakeholders’ ownership percentages.
Example: If your stake is 50% before funding and reduces to 40% after funding, your equity diluted but the company valuation increased.

ESOP (Employee Stock Option Pool)

ESOP allows employees to acquire company shares at a predetermined price, incentivizing and retaining top talent.
Example: Your company sets aside a 10% ESOP pool, offering shares at a fixed exercise price even as the company valuation rises.

Vesting Schedule

Vesting determines how and when founders, employees, or advisors earn their equity.
Standard Vesting Schedule: 4 years with a 1-year cliff.
Example: An employee granted 10,000 shares earns 2,500 shares (25%) after the first year and the rest monthly over the next 36 months.

Cliff

A cliff is the initial period during which no equity vests. Employees leaving before the cliff forfeit their equity.
Example: With a 1-year cliff, no equity vests if an employee departs within the first year.

Preferred Shares

Preferred shares give investors advantages like liquidation preference and fixed dividends over common shares.
Example: Preferred shareholders get their investment back first in case of company liquidation.

Common Shares

Common shares represent the basic form of ownership without special privileges.
Example: Founders and employees typically hold common shares.

Investment-Related Terms

Pre-Money vs. Post-Money Valuation
  • Pre-Money Valuation: The company’s value before new funding.
  • Post-Money Valuation: The value after the investment.
    Formula: Post-Money = Pre-Money + Investment
    Example: A $5M pre-money valuation and $2M investment yield a $7M post-money valuation.
Convertible Notes

Convertible notes are debt instruments that convert into equity during a future funding round.
Why It Matters: They allow startups to raise funds without setting an initial valuation.
Example: A $100,000 convertible note converts at a 20% discount during Series A.

SAFE (Simple Agreement for Future Equity)

A SAFE provides investors with future equity without interest or maturity dates.
Why It Matters: It’s simpler and founder-friendly compared to convertible notes.
Example: A $50,000 SAFE converts into equity at a 15% discount during Series A.

Valuation Cap

A valuation cap sets a maximum company valuation for converting instruments like SAFEs or convertible notes.
Example: With a $5M valuation cap, investors’ shares are calculated at this cap even if the actual valuation is $10M.

Discount Rate

The discount rate offers investors a reduced valuation when their instruments convert into equity.
Example: A 20% discount converts equity at 80% of the valuation during Series A.

Liquidation Preference

Liquidation preference defines how proceeds are distributed during a company sale or liquidation.
Example: A 1x liquidation preference ensures investors recoup their investment before other stakeholders.

Pro Rata Rights

Pro rata rights let investors maintain their ownership percentage in future funding rounds.
Example: An investor holding 10% equity in the seed round can invest more during Series A to keep their stake at 10%.

Other Critical Equity Terms

Anti-Dilution Protection

Anti-dilution provisions adjust ownership terms during down rounds to protect investors.
Example: Full-ratchet anti-dilution adjusts shares as if the valuation matches the lower down round.

Exit Event

Exit events like acquisitions or IPOs enable stakeholders to cash out their equity.
Example: A startup acquired for $50M distributes proceeds based on the cap table.

My Startup Advice: Understanding equity and investment terms is critical for founders to make informed decisions, attract investors, and secure long-term growth. With this glossary, you’ll confidently navigate corporate nuance, and align with strategic goals. Keep this startup concept, handy as you journey through the startup ecosystem. A solid grasp of equity concepts ensures a win-win outcome for founders, employees, and investors alike.

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