GoodFoundersFounder Note 003Vesting

What Is a Vesting Cliff? (And Why One Year Is Standard)

3 min read

A vesting cliff is an initial period — usually one year — during which a founder earns no equity at all. If they leave before the cliff, they walk away with nothing. It protects the team from a founder who leaves very early.

A vesting cliff is a period at the start of a vesting schedule during which no equity is earned. If a founder leaves before the cliff is reached, they leave with nothing.

The most common cliff is one year.

Why a cliff exists

The cliff protects the company from a founder who commits, receives an equity promise, then leaves within months. Without a cliff, even monthly vesting would hand a departing founder a slice of equity for a few weeks of work. The cliff sets a minimum commitment: prove you are here for at least a year, or earn nothing.

At the one-year mark, the cliff portion vests all at once. On a four-year schedule, reaching the one-year cliff typically vests 25% of the founder's total equity in a single step. After that, the remaining equity vests gradually, usually monthly.

The cliff is the team's protection against a founder who leaves before they have truly started.

What happens if you leave one day before the cliff?

You earn nothing. This is the entire point of the cliff. A founder who leaves at month eleven has earned zero equity, while a founder who stays to month twelve earns a full quarter of their stake. It is a deliberately sharp line.

Frequently asked questions

How long is a typical vesting cliff?

One year is the standard founder vesting cliff. Before that point no equity is earned; at the one-year mark, the cliff portion (usually 25% on a four-year schedule) vests at once.

What happens if a founder leaves before the cliff?

They earn no equity at all. The cliff is designed so that a founder who leaves in the first year walks away with nothing.

Turn your handshake into a live agreement

Build your Goodvernance Founder Agreement for free. No account needed to start.

Build your Founder Agreement

Related notes

This is general information, not legal advice. Goodvernance does not provide legal advice. Learn more.