Why is the 4 year vesting period so popular?
It’s clear that a 4 year vesting period with a 1 year cliff is the norm.
Why is that?
Well, the best guess is that it dates back to the 1980s and 90s.
The 1980s saw the Tax Reform Act of 1986 in the US, under Ronald Reagan, which (amongst other things) made it mandatory for full vesting of employee equity to occur within 5-7 years of the equity grant. In this context, a 4 year vesting schedule was a competitive move, offering quicker than mandatory vesting.
Then, in the dotcom boom era of the 1990s and early 2000s startups were exiting quickly, with the typical time from founding to exiting around 4-5 years – so it made sense for founders to be on a similar schedule for their equity vesting.
Through this, a 4 year vesting period became the market standard.
And sticking with that market standard vesting period can make it easier for potential employees to understand the meaning and value of their equity compensation – given that equity can be a very confusing topic area. So, it makes sense that most companies would simply opt for the market standard, rather than going off-piste and leaving candidates wondering why the offer is different to offers they’ve received elsewhere.
Plus, a 4 year vesting period does seem a reasonably sensible length of time if your priority in offering equity compensation is employee loyalty and retention – which is typical in the tech industry, where a high employee turnover has long been a difficulty.
In our 2024 compensation trends report, we highlighted that the median tenure for employees in European tech startups is 1 year and 9 months. A 4 year vesting period, therefore, extends enough beyond that typical tenure to offer a clear financial incentive for employees to stay with the company a little longer than they otherwise might, without extending so far beyond the median tenure that it feels like an unreachable goal to access the full value of the equity grant and therefore loses its incentive.
It’s also common for companies to offer additional equity refresh grants to further incentivise employees to stay after their initial 4 year vesting period has come to a close, so that retention benefit can be continued for longer too.
And, of course, the standard 1 year cliff is there to ensure that company ownership is not diluted with equity granted to mis-hires and poor fits, who will typically leave their role before the year mark and, therefore, before any of their equity has vested.