Option pool

An option pool (ESOP — Employee Stock Ownership Plan) is the reserve of shares or equity instruments set aside by a company for future grants to employees, directors and key advisors — BSPCEs, stock options, restricted stock units. Created through a preventive capital increase that dilutes existing shareholders, it typically represents 10–20% of fully diluted capital. In VC fundraising, the option pool size and timing are a key negotiation point: investors typically require a pool established before their investment (diluting founders but not the new investors), versus founders preferring to create the pool post-investment.

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Example: before a Series A, a Swiss startup creates a 10% option pool (100,000 new shares on 1,000,000 existing). Founders' 900,000 shares fall to 900,000 / 1,100,000 = 81.8% pre-investment. After Series A (250,000 new shares), founders hold 900,000 / 1,350,000 = 66.7% — including both pool and investment dilution, versus 72% if the pool had been created post-investment. This 5.3-point difference illustrates why pool timing is a significant economic negotiating point for founders.

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Hectelion advises founders on option pool sizing, timing and structure to minimise dilution while satisfying institutional investor requirements.