Vesting Cliff

In the landscape of employee compensation, particularly within startups and companies offering equity as part of their benefits package, the concept of a vesting cliff plays a pivotal role. This article delves into what vesting cliffs are, how they work, and their implications for employees and employers alike.

What is a Vesting Cliff?

A vesting cliff is a period during which an employee must remain with the company before they earn the right to their equity or stock options. Essentially, it acts as a preliminary period during which the employee's equity does not vest. If an employee leaves the company before reaching the cliff period, they forfeit their right to any equity. Once the cliff period is met, a specified portion of the employee's equity vests immediately, with the remaining balance typically vesting incrementally over time.

Purpose of a Vesting Cliff

The primary purpose of a vesting cliff is to incentivize employees to stay with the company long enough to contribute meaningfully to its growth and success. For startups, in particular, where the initial stages are critical and volatile, ensuring that key personnel remain onboard is vital. Vesting cliffs also protect the company from having to give away equity to employees who leave shortly after joining.

How Vesting Cliffs Work

Vesting cliffs are commonly set to a one-year period, but the specific duration can vary depending on the company's policy and the agreement between the employer and the employee. After the cliff period is met, the employee becomes eligible for a certain percentage of their equity, often with the remainder vesting monthly or annually over subsequent years until fully vested.

For example, if an employee is granted stock options with a one-year cliff and a four-year vesting schedule, none of their stock options will vest for the first year. After completing the one-year cliff period, 25% of their options may vest immediately, with the remaining 75% vesting in equal portions over the next three years.

Considerations for Employees

Employees offered equity as part of their compensation should carefully consider the terms of the vesting schedule, including the cliff period. Understanding when and how equity vests can significantly impact an employee's financial planning and career decisions. Employees should also be aware of what happens to their vested and unvested equity if they leave the company or are terminated.

Considerations for Employers

For employers, designing an equitable and motivating vesting schedule is crucial for attracting and retaining talent. Employers must balance the need to incentivize employees to stay long-term with the need to protect the company's equity. Clearly communicating the terms and implications of the vesting cliff and schedule to potential and current employees is essential to avoid misunderstandings and disputes.


1. Can the vesting cliff period be negotiated?

Yes, like many aspects of an employment offer, the vesting cliff period can sometimes be negotiated. However, this largely depends on the company's policies and the employee's bargaining position.

2. What happens to my equity if I leave before the cliff period ends?

If an employee leaves before the cliff period ends, they typically forfeit all rights to their equity or stock options. The unvested equity remains with the company.

3. Is a vesting cliff applicable only to startups?

While more common in startups, vesting cliffs are also used by established companies, especially when offering equity as part of compensation to key employees or executives.

4. Can vesting cliffs apply to other forms of compensation?

Yes, vesting cliffs can apply to various forms of deferred compensation, including retirement plans and other long-term incentive plans, not just equity.


Vesting cliffs are a critical element of equity compensation, serving to align the interests of the company and its employees over a significant period. For employees, understanding the details of the vesting cliff and schedule is vital for making informed career and financial decisions. For employers, vesting cliffs offer a tool to incentivize employee retention and ensure that equity is awarded to those who contribute to the company's long-term success. By carefully negotiating and structuring these agreements, both parties can benefit from the arrangement.