Understanding Startup Stock Options

Person checking stock reports on their phone.

Getting into the world of startups often introduces a concept quite unfamiliar to many: stock options. 

These aren’t regular shares, but a type of compensation startups offer their employees as a key tool to attract and retain top talent. While the allure of becoming a stakeholder in a potentially successful startup might seem intriguing, it’s very important to thoroughly understand what stock options are and how they work. This article examines startup stock options in detail to help you assess if they’re right for you.

What Is a Stock Option?

Stock options are a type of agreement between startups and their employees that allows the employees to purchase company shares at a preset, fixed price. They act as an investment vehicle with the potential to yield substantial returns if the company succeeds. However, the potential for high reward also comes with inherent risk if the startup fails because that could lead to a loss of the original investment.

Yet, stock options aren’t just an attractive offer on paper. They also serve a strategic purpose. By providing employees with an opportunity to own a piece of the company, startups effectively motivate their workforce to contribute to the company’s long-term vision beyond just a paycheck. Stock options also make employees stay vested in the company’s success for longer periods because they’ll only gain value if the company performs well or gets acquired.

How Do Stock Options Work?

To understand the mechanics of stock options, you need to learn about several key components. The first component is the option grant, which outlines critical details like the number of shares an employee can buy, the preset “strike” price at which they can make a purchase, and crucial dates like the vesting schedule and expiration date.

Essentially, an employee doesn’t immediately own any shares when a startup grants them stock options. Instead, these options vest over an agreed-upon duration — most often over four years with an initial one-year cliff where no options vest up front. This vesting schedule ties an employee’s tenure and performance in the company to their equity stake.

Exercising the options involves buying the shares at the agreed-upon “strike” price. A liquidity event like an initial public offering (IPO) or an acquisition provides an opportunity to potentially profit from vested options. If the company fails to go public or get acquired, stock options may be forfeited or could even become worthless — further highlighting the risk element in this equation.

Types of Stock Options for Startups

Within the range of available stock options, startups often use the two different types outlined below. 

Incentive Stock Options (ISOs)

ISOs are a type of employee stock option that comes with tax benefits. If employees hold ISOs for more than a year after exercising those options, they may qualify for preferential capital gains tax rates. This means employees could potentially owe less tax, which makes ISOs an attractive option for many. 

Non-Qualified Stock Options (NSOs)

Unlike ISOs, NSOs don’t come with as many restrictions or tax benefits. These options get taxed as income when employees exercise them and again as capital gains when they’re sold. Despite lacking some of the tax advantages of ISOs, NSOs are still a viable form of equity compensation.

Benefits of Having Stock Options

Startup stock options are essentially a ticket to potentially significant benefits if the venture becomes successful. They create an alignment between the employee’s personal success and that of the company. This can lead to an engaging and motivating work environment in which everyone is invested in the company’s growth and success — not just for their paychecks, but also for the potential profit from their stock options.

Incentivizing Long-Term Commitments

Because stock options often come with a vesting schedule spread across several years, they can motivate employees to stay with the company for the long haul. The bulk of their reward comes in the form of vested options they can cash in during a successful exit event (e.g., an IPO or acquisition).

Attracting Top Talent

Offering stock options can be a magnet for talented employees. For highly skilled individuals, the opportunity to participate in a startup’s potential success through stock options may be even more compelling than a high salary because it gives them the chance to directly benefit from their efforts and contributions.

Financial Gain

For employees, stock options can become quite valuable if the company performs well. When exercised at the preset price and sold at a higher market price, they can yield substantial financial rewards.

Stock Option Risks and Considerations

While startup stock options can be greatly rewarding, they’re not without risks. First, startups can fail. Second, even when startups do succeed, private company shares aren’t readily liquid. Moreover, employees need to consider the tax implications — especially when it comes to ISOs and NSOs.

Investment Risk

As with any investment, employees take on a risk when investing in their company’s stock options. If the company doesn’t perform well or fails completely, employees may lose their investment.

Lack of Liquidity

Another challenge is that, unlike public company shares, startup stock options generally remain illiquid until a liquidity event like an IPO or an acquisition occurs. This means employees may have to wait for a long time to cash in their options.

Tax Implications

Exercising stock options also can trigger a tax event. ISOs and NSOs are taxed differently with ISOs potentially qualifying for long-term capital gains treatment while NSOs are taxed as income when exercised and again as capital gains when sold.

Startup Stock Options: Key Terms


This refers to ownership in the company — usually in the form of stock or stock options.

Vesting Schedule

This timeline outlines when an employee’s stock options become available (or “vested”) for an individual to buy.

Exercise Price (“Strike” Price)

This is the predetermined price at which employees may purchase stock options.

Stock Option Grant

This is an offer from a company that allows an employee to buy a certain number of shares at a set price after a specified vesting period.

Fair Market Value (FMV)

This is the price a buyer would be willing to pay and a seller would be willing to accept in an open-market transaction.

Stock Option Agreement

This is a contract between an employee and a company that outlines all the details of the granted stock options, including the exercise price, vesting schedule and expiration date.