VC & PE Glossary

What Is Advisor Vesting?

Updated

Definition

Advisor vesting is the schedule by which an advisor earns equity over time or milestones—if they stop contributing, unvested shares or options are forfeited.

Useful for: Founders, Investors

Advisor vesting governs how fast advisors earn their advisor shares—typically monthly or quarterly over one to two years, sometimes with a cliff.

How it works

The advisor agreement defines “active”—hours per month, attendance at meetings, or specific deliverables like investor intros. Vesting mirrors employee schedules but shorter: 12–24 months total, cliff optional. When the relationship ends, the company cancels unvested grants per plan documents.

Founders should board-approve grants and track vesting in the cap table platform. Double-trigger acceleration is rare for advisors. Some companies use milestone vesting (“vest 25% when we close Series A”) for fundraising coaches.

Why it matters

  • Founders: Reclaim unvested equity when advisors go quiet without awkward cap table surgery later.
  • Investors: Clean vesting terms signal disciplined governance during seed diligence.
  • Advisors: Understand you are earning equity; document contributions if disputes arise.

Common mistake

Using the same four-year employee vesting for advisors who commit two hours a month—either overpaying on a long schedule or under-vesting high-impact short engagements. Match schedule to expected relationship length.

Advisor shares, cliff vesting, 83(b) for restricted stock advisors, and option cancellation on departure.

Common questions

Short answers for founders, LPs, and operators

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