Here is a basic bottom-up hiring plan template. Never authorize a pool without modeling this first.
Follow these exact phases to ensure your option pool is correctly modeled and legally sound.
Phase 1: Sizing the pool- Model your hiring plan: Project every role you need to hire between now and your next round. This is usually a window of 18-24 months.
- Assign equity ranges: Map competitive equity bands to those roles based on market data from authoritative platforms.
- Calculate total requirement: Sum up the equity needed for all projected hires. Add a 2-3% buffer for opportunistic hires or retention grants.
Phase 2: Board and legal approval- Draft the equity incentive plan: Have your legal counsel draft the formal plan detailing vesting schedules and exercise windows.
- Obtain board consent: Get formal board approval for the exact size of the pool and the standard vesting terms.
- Run a 409A valuation: If you are past the idea stage, get an independent 409A valuation to set the strike price for the options.
Phase 3: Allocating and communicating- Structure standard vesting: Implement the standard four-year vesting schedule with a one-year cliff to protect your cap table.
- Integrate the framework: Use a structured B2B SaaS option pool framework to ensure equitable distribution across departments.
- Communicate the upside: Show candidates the potential dollar value of their options at exit, not just a raw percentage.
Do not guess your pool size. Rely on established
startup equity benchmarks to defend your allocation against investor demands.
- Pre-seed: 10-15%
- Seed: 10-15%
- Series A: 15-20%
Sample math.If you raise a $2M seed round at an $8M pre-money valuation, your post-money valuation is $10M. Creating a standard 10-15% option pool means reserving $1M to $1.5M worth of equity. If your bottom-up hiring plan only requires 8-10%, negotiate the pool size down to minimize founder dilution.