The Science of Optimal Option Pool Sizing in Cap Tables

The Science of Optimal Option Pool Sizing in Cap Tables

Startups often have to make difficult decisions when taking on new investors or hiring new employees. One of the most complex decisions they face is determining the optimal amount of equity to set aside in an option pool. The size of an option pool can have a significant impact on the success of a company, as it can affect the ability to attract and retain top talent, raise funds from investors, and maintain financial stability. In this article, we’ll explore the science of optimal option pool sizing in cap tables and provide tips for startups to make informed decisions.

What is an Option Pool?

Before diving into optimal option pool sizing, it’s important to understand what an option pool is. An option pool is a percentage of a company’s equity that is set aside for employees and other stakeholders to be granted options or stock grants. It allows startups to incentivize and reward employees, advisors, and board members, and is often used as a way to attract and retain top talent.

Why is Option Pool Sizing Important?

Option pool sizing is important because it affects the equity ownership of shareholders and can have a direct impact on a company’s ability to raise funds from investors. A poorly sized option pool can lead to dilution of existing investors and founders, which can cause tension and conflict. It can also make it difficult for startups to attract new investors, as they may view an oversized option pool as a sign that the company is not using its equity efficiently.

How to Determine the Optimal Option Pool Size

Determining the optimal option pool size requires a deep understanding of a company’s business model, growth prospects, and capital needs. In general, the size of an option pool should reflect the company’s stage of development, industry, and growth trajectory.

Evaluating Business Needs

To determine the appropriate size of an option pool, startups need to consider their immediate and long-term business and financial needs. This involves assessing the company’s growth prospects, funding needs, and operational costs. Certain industries that require a large team or specialized skill sets may need a larger option pool to attract and retain top talent.

Benchmarking Industry Standards

Startups can also use industry benchmarks to guide their decision-making process. Common benchmarks include the percentage of equity reserved for options in seed, early-stage, and late-stage financing rounds.

Accounting for Dilution

It’s important for startups to account for dilution when setting the size of an option pool. Dilution occurs when new investors or employees are granted equity, which reduces the percentage of ownership for existing shareholders. Founders should always aim to maintain at least a controlling interest in the company and have the right to veto decisions that may negatively impact the company’s growth.

Tips for Startups When Setting Option Pool Sizes

When it comes to setting optimal option pool sizes, there are a few tips that startups should keep in mind:

Be Conservative

Startups should err on the side of conservatism when setting option pool sizes. They should avoid the temptation to set aside too much equity for options, as it can lead to dilution and cause potential investors to lose enthusiasm for the deal.

Use Clear and Concise Language in Agreements

In order to prevent conflicts and misunderstandings, startups should ensure that all agreements related to equity grants are clear and concise. This includes outlining the vesting schedule, exercising options, and the conditions under which options can be forfeited.

Regularly Review and Adjust Option Pools

Option pool sizes should be reviewed regularly and adjusted as the company grows and meets specific milestones. Founders should ensure that their option pools remain competitive and efficient when compared to industry standards.


Determining the optimal option pool size is a complex decision that requires careful assessment and review of a startup’s business needs, growth prospects, and long-term financial goals. By considering industry benchmarks, conservatively setting pool sizes, and regularly reviewing and adjusting equity plans, startups can maintain financial stability, attract and retain top talent, and effectively raise funds from investors.