What is an Option Pool?

When a company is looking to attract and retain top talent, one of the tools that can be used is an option pool. An option pool is a type of compensation offering employees options in stocks or other equity-like instruments. This practice has grown increasingly popular, as it can reward both the employer and employee if the company does well. In this blog post, we’ll look at what an option pool is, why companies create them, the types of pools available, how to calculate the size of your option pool, and the potential risks associated with creating one. With this knowledge, you’ll comprehensively understand the concept and its implications for employers and employees.

What is an Option Pool? 

An option pool is an attractive form of compensation companies use to attract and retain talented employees. It is a set aside of shares explicitly allocated for employees, board members, and advisors. Option pools are typically created early in a company’s life cycle to incentivize potential hires into joining the organization.

The option pool size is usually expressed as a percentage of the total number of outstanding shares, and the company’s board of directors determines it. The pool serves as an incentive for potential employees to join the company by providing them with equity and allowing them to benefit from the success of their organization.

This type of compensation can be incredibly beneficial for employers and employees. For employers, offering options in their option pool can be an effective way to recruit top talent who may not have otherwise been interested in joining their team or staying with the company long-term. For employees, it offers an exciting opportunity to become stakeholders in their company’s success without having to put up any capital upfront.

However, creating an option pool does come with some risks that should be considered before making any decisions. These include dilution of existing shareholders’ equity, legal issues associated with tax laws regarding employee stock options, and potential conflicts between management and shareholders over how much should be allocated to option pools. Additionally, businesses should ensure that they have enough cash flow available in order to cover any expenses associated with paying out options once they have vested or been exercised.

In conclusion, understanding what an option pool is and how it works can provide employers with insights into how this type of compensation could work for them when looking to attract and retain talent within their organization. By taking into account all potential risks associated with creating such a pool, businesses can make more informed decisions about whether or not this type of incentive will meet their needs in terms of recruitment and retention practices.

Why Do Companies Create Option Pools?

Creating an option pool can be a great way to reward high-performing employees, incentivize them to stay with the company, and attract venture capital or other investments. Establishing an option pool also provides early-stage investors and founders with much-needed liquidity in return for their investment. In some cases, it may even be necessary in order to meet specific regulatory requirements set forth by the SEC.

When deciding whether or not an option pool is right for your business, several factors should be considered. Not only will you need to determine if it is financially and strategically beneficial, but you must also evaluate any potential risks associated with such a move. Doing so can help ensure that your company has access to the resources it needs while still providing incentives for key personnel.

Different Types of Option Pools

Option pools can be a useful tool for companies to incentivize and reward employees while providing investors with greater incentive. Several types of option pools are available to companies, each with its own advantages and disadvantages.

The most common type of option pool is the standard option pool, which is typically created when a company is incorporated. This type of pool allows shareholders to grant options to employees or other stakeholders without having to issue any additional shares in the company. It also allows for the issuance of additional shares as needed without having to go through the process of issuing new stock. However, it can lead to dilution of existing shareholders’ equity if too many options are issued from this pool.

Special purpose option pools are typically used when a company is raising capital from investors. These pools allow investors to be offered equity in exchange for investing in the company and giving them a stake in its future success. Particular purpose option pools can provide an attractive incentive for potential investors but may come at a cost due to their associated legal and administrative fees.

Founder’s option pools are designed specifically for founders and allow them to retain more ownership in the company than if they had taken on outside investment or sold some shares outright. While these pools offer founders greater control over their business, they may also raise questions about corporate governance and require careful consideration regarding how much equity should be reserved for founders versus external investors.

Employee option pools and restricted stock unit (RSU) pools are commonly used by companies looking to reward employees without having actually to issue stock in the company itself. Employee options give employees the right but not obligation to purchase shares at a fixed price at some point in the future. At the same time, RSUs guarantee that employees will receive shares once certain conditions have been met such as staying employed with the company for a specified period of time or reaching performance targets set out by management both forms can be used effectively as part of an employee compensation package. Still, they should be carefully considered before implementing them as tax implications may be associated with either form depending on country regulations and individual circumstances.

Finally, when creating an option pool it’s important to consider potential risks, such as dilution of existing shareholders’ equity or conflicts between management and shareholders that could arise from granting too much equity away through an option pool. Careful calculation should also consider how large an option pool needs to be before implementing it; guidelines suggest that 10-15 % of total outstanding shares should be allocated towards an employee option plan.

In conclusion, understanding all available option pools, benefits, and risks is critical when considering what type works best for your business. Considering all factors involved allows you to assess what fits best based on your current financial situation, long-term goals, and desired outcomes.

How to Calculate the Size of Your Option Pool

An effective employee compensation plan starts with accurately calculating an option pool size. Before beginning this process, it’s essential to understand the distinction between fully diluted equity and option pool equity. Fully diluted equity includes all outstanding shares, including those held by employees, founders, advisors, and investors; however, option pool equity excludes any shares already owned by current shareholders and only includes those allocated for potential new hires or other participants in the company.

Once you’ve established which securities should be included in your option pool – such as stock options, warrants, convertible notes, or SAFEs (Simple Agreement for Future Equity) – you can determine what percentage of total equity should be allocated. Depending on your company’s goals and budget constraints, this percentage may range from 10-15%. Setting limits on the maximum number of options that can be granted per employee and expiration dates for unvested options after a certain period of time has elapsed will help ensure that your option pool is appropriately sized.

Establishing an ideal option pool size requires careful consideration but is essential when building a competitive employee compensation plan. It’s important to take into account both short-term business needs and with long-term objectives when determining how many options are available for granting to potential hires or other participants in your company. Ultimately, having a properly sized option pool will help businesses attract top talent while also managing costs within their budgets.

Risks of Creating an Option Pool

Creating an option pool comes with a range of potential risks that must be carefully considered. Firstly, organizations may be legally obligated to report certain activities relating to option pools, such as granting options and repurchasing options. Companies should also be aware of the potential tax implications that could arise from their creation, including taxation at vesting or exercise and taxation for no longer employed employees.

Secondly, creating an option pool can lead to conflicts of interest between founders, investors, and employees. This is because different parties may have different objectives regarding valuations and dilution. For example, early-stage investors may want to maintain a high valuation for the company while providing more attractive terms for employees via larger option pools. On the other hand, founders and employees may prefer smaller option pools in order to reduce dilution.

Finally, creating an option pool can potentially dilute the value of existing shareholders’ shares. This means that each shareholder’s ownership stake in the company is reduced proportionally after new shares are issued from the option pool. Companies should, therefore, take care when calculating and monitoring the size of their option pools to ensure that all stakeholders are fairly compensated without significantly reducing existing shareholders’ equity values.


Option pools can be a powerful tool for businesses to incentivize and retain employees. It is essential to understand the options available and the potential benefits and risks associated with each. Additionally, consulting with legal counsel before creating an option pool is essential to ensure compliance with regulatory requirements. Companies should also consider the size of their option pool and any associated tax implications or conflicts of interest when granting options. When used strategically, option pools can bolster employee motivation while helping businesses stay within budget.

President of EQ PCS at | + posts

I am the head of EQ Private Company Solutions - a comprehensive Ownership Management solution to guide and support a private company through the ownership journey through an intuitive UI and cutting edge technology platform.  Equipped with a wealth of knowledge and expertise, I specialize in defining go-to-market strategies, enhancing product offerings and user experiences, and ultimately driving revenue growth.

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