Welcome back to The Cap Table Newsletter! This bi-weekly newsletter will share key insights on angel investing, start-ups, and investment opportunities.

This week, we are discussing something every start-up employee and founder needs to understand.. equity compensation.

Because “10,000 stock options” sounds great… until you realize it could mean $10 or $1 million - and most employees have no idea which.

Let’s unpack what that number actually means.

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Step 1: Understand What You’ve Been Granted

When you get a startup offer, you’ll usually see something like:

“You’re receiving 10,000 stock options with a $1 strike price, vesting over 4 years.”

That tells you:

  • Options granted: 10,000

  • Strike price: $1 (the price you’ll pay to buy each share)

  • Vesting: Usually 25% after 1 year (the “cliff”), then monthly thereafter

But what it doesn’t tell you:

  • How many total shares exist (the denominator)

  • What percentage of the company your options represent

  • What those shares might actually be worth in a real exit

So first: Ask for your fully diluted share count. That means all outstanding shares, including the option pool.

Then calculate:

Ownership % = Your Options ÷ Total Fully Diluted Shares

Example: If the company has 10,000,000 fully diluted shares and you have 10,000 options, then your ownership = 10,000 ÷ 10,000,000 = 0.1%.

Step 2: Model What That Could Be Worth

Now that you know your % ownership, you can model potential outcomes.

Let’s say the company exits for $100 million.

Your Gross Value = Ownership % × Exit Value

So: 0.1% × $100,000,000 = $100,000

Now subtract your strike cost: 10,000 options × $1 strike price = $10,000

And remember, this is before dilution, taxes, and vesting. If you only vest half, your real value is closer to: ($100,000 – $10,000) ÷ 2 = $45,000

Still meaningful, but not life-changing.

Step 3: Layer in Dilution

Every time the company raises a new round, your slice shrinks.

Typical dilution looks like this:

  • Seed → Series A: 15–25%

  • Series A → Series B: another 15–20%

  • And so on

So after two rounds, your 0.1% might look more like 0.07% or 0.05%.

That same $100M exit now yields closer to $50,000, minus strike and tax.

Step 4: Scenario Modeling

Let’s make this tangible with a simple example:

You own 0.1% of the company through your options. Here’s what that could look like at different exit values 👇

Base Case ($100M exit):

  • Gross Value: $100K

  • After paying your $10K strike: $90K

  • Estimated real value (after dilution and tax): ~$45K

Strong Exit ($500M exit):

  • Gross Value: $500K

  • After Strike: $490K

  • Estimated Real Value: ~$250K

Unicorn Exit ($1B exit):

  • Gross Value: $1M

  • After Strike: $990K

  • Estimated Real Value: ~$500K

Mega Exit ($10B exit):

  • Gross Value: $10M

  • After Strike: $9.99M

  • Estimated Real Value: ~$5M

Most outcomes fall somewhere between the first two examples, and even then, those numbers shrink fast once you account for dilution, taxes, and partial vesting.

Step 5: Founder Perspective

If you’re a founder issuing options, remember: equity isn’t free. It’s currency.

Two practical tips:

  1. Be transparent: show employees the potential value at multiple exit scenarios.

  2. Refresh grants: as you raise, top up employees whose equity has diluted. It costs you goodwill to ignore it.

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Final Takeaway

Startup options can absolutely be life-changing. But they’re also misunderstood.

The next time you hear “10,000 options,” translate it into:

  • % ownership

  • Exit value

  • Strike and dilution math

That’s how you find the real number that matters - net value after reality sets in.

My Take

The founders who attract and retain the best talent don’t just offer equity.. they explain it.

They help early employees understand what their options could actually be worth, how dilution works, and why ownership matters.

Because when employees understand their upside, they act like owners. And when they act like owners, the company wins.

If you haven’t shared an equity breakdown or scenario model with your team yet, it’s never too late to start.

Until next week,

Elana ✌️

Resources

If you enjoyed this week’s newsletter - feel free to check out some of our past articles:

👋 That’s all for now friends! See you next week.

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Disclaimer: The Cap Table DOES NOT provide financial advice. All content is for informational purposes only. The Cap Table is not a registered investment, legal, or tax advisor or a broker/dealer.

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