Your ESOP is real money — design it, don't wing it
For founders and leadership designing or resetting an employee equity plan — pool size, leveling and bands, allocation, refresh policy, and a plan your next investor will respect.
What's at stake
An ESOP is the most expensive line on your cap table that most companies treat as an afterthought. Left to each manager's discretion, grants drift out of any sane range, refreshes turn into one-off negotiations, and the plan meant to align your team quietly breeds resentment — while diluting the very investors, founders, and management funding it.
How I think about equity plans
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An ESOP is comp philosophy, not a perk.
It's real money out of investors', founders', and management's pockets — so treat it like compensation strategy: deliberate, consistent, and tied to how you level and pay people, not a goodwill gesture handed out deal by deal.
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Allocate in bands, not by who asks loudest.
Grants should track capability, level, and cash comp within a tight, defensible range. The moment allocation is left to each manager's discretion, internal equity breaks — and the people who notice first are exactly the ones you can't afford to lose.
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Decide what earns a refresh before anyone asks.
Performance, promotion, or a pure time-vesting tail — pick the triggers up front and apply them as policy. A refresh framework decided in advance is a retention tool; one negotiated case by case is a liability.
Why me
I've designed these plans as a CFO and modelled cap tables across $20Bn of M&A in banking. I know how to build an ESOP that's consistent, affordable, and reads cleanly to your next investor — and exactly where a plan quietly breaks.
- UnicornCFO designed the equity plans
- $20Bn+ in M&A — modelled the cap tables
- $1Bn+ raised — every round dilutes
Rohit Agarwal — ex-investment banker, CFO, founder and angel investor. He's built the offers, raised the rounds, and sat in most of the seats this touches.
More about Rohit →This is for you if
- You're a founder or leadership team setting up an employee equity plan for the first time
- Or resetting an ESOP that's drifted into inconsistency, grant by grant
- You want allocation that's consistent and defensible, not manager-by-manager improvisation
- You want a plan that aligns your team and reads cleanly to your next investor
Honestly, not if
- You want formal 409A valuation, tax filing, or legal drafting — that's for your 409A provider, accountant, and counsel; this is the design and the philosophy
- You want me to rubber-stamp a plan you've already decided — this is an honest read on whether it holds up
- You're an individual trying to value your own grant — that's part of Salary Negotiation, not this
Questions worth bringing
- How big should my option pool actually be?
- How do I size grants by level without it becoming a free-for-all?
- When should refresh grants kick in — performance, promotion, or time?
- We've been granting ad hoc — how do I reset to a consistent band?
- How will this plan read to investors in our next round?
- What's this ESOP really costing me and the cap table?
How it works
- 01
Apply & share the context
Tell me your stage, your cap table, your current plan or the gap, and what's prompting this. I reply within 24 hours — and only take it on if I think I can genuinely help.
- 02
The session
A focused 90 minutes on pool size, leveling and bands, allocation, refresh policy, and how the plan reads to investors — worked through to specific recommendations.
- 03
Your plan blueprint
A written summary: recommended pool, grant bands by level, allocation ranges, refresh triggers, and the structure — ready to take to your board and counsel.
What you walk away with
- A recommended pool size and grant bands by level
- An allocation framework that holds internal equity
- A refresh policy — what earns more equity, and when
- A plan that reads cleanly to your next investor
Pricing
From $1,500
Scoped to your stage and plan. Quoted after your application, before anything is booked.
Apply for a session
Tell me what you're facing. I read every enquiry personally, reply within 24 hours, and only take it on if I think I can genuinely help.
Related questions
How big should my option pool be?
It depends on your stage, your hiring plan, and how investor expectations shape the next round — but the right answer is the one you can defend against the dilution it costs and the talent it has to attract. We size it bottom-up from the roles you actually need to grant, then sanity-check it against the top-down norms investors will expect, rather than copying a number from a blog.
We've been granting ad hoc — can you help us reset to consistency?
Yes — this is one of the most common reasons people come. We map what you've already granted, establish bands by level and capability, and build the framework that brings new grants (and refreshes) back into a tight, defensible range without unwinding what's already promised.
Do you handle the 409A or the legal paperwork?
No — that's for your 409A provider, accountant, and counsel. This is the design and the philosophy: how big the pool is, how grants are sized and banded, what triggers a refresh, and how the whole thing reads to your next investor. I'll make sure the structure is right so the paperwork has something sound to document.
I'm an employee trying to value my offer — is this for me?
No — that lives in Salary Negotiation, where valuing and negotiating your equity is part of the package. This service is for founders and leadership designing the plan itself.