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by sohax 3907 days ago
IMO the reverse vesting is unjustified. You typically see it after raising a round, as a way for investors to protect against founders immediately leaving a newly funded company with shares that have "real" value now. Bringing on your CEO isn't that kind of event; the reverse vesting only protects the new CEO, and he's not putting in a real investment up front (an investor is putting in $X dollars today; your new CEO is building equity over time like you guys).

You and your technical cofounder should be compensated in equity for the two years' work you put in. If you get pushed out of the company before your cliff, you will have nothing to show for your efforts. I'd really fight for two years' vested stock up front.
1 comments
temp123aa 3907 days ago
How is that protecting him if he has a cliff too? I'm sincerely asking. I'm a total noob when it comes to lawyer stuff and I'm learning everything on the spot right now.

In fact, I'm not signing anything until my lawyer approves.

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sohax 3907 days ago
Sorry, I meant to say that it only benefits him. It's great that you're consulting a lawyer! I'd definitely talk to him/her about the reverse vesting.

A cliff generally protects shareholders against someone leaving with shares before spending a meaningful enough amount of time at the company to add value.

Imagine if you incorporated two years ago, and you started your cliff clock and vesting schedule then. Ask yourself and your co-founders: would it be fair to you to allow reverse vesting now, when your new CEO joined? To give up all your vested shares up to this point, and start from scratch with no vested shares and a new cliff?

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