Your path to 39%.
The stock purchase gets you 25%. The COO role earns you another 22%. Two instruments, one cap table.
Your $1M stock purchase gives you 25% of the company. That's done — it's yours, no vesting, no conditions. This document is about the second piece: a COO equity grant that recognizes your operational contribution over time.
Starting point from the incorporation documents: Safebots Inc. has 10,000,000 shares authorized. 8,000,000 were issued to the founder (80%). 2,000,000 are reserved as the incentive stock option pool (20%). All numbers below build from this.
Two instruments, two hats
Instrument 1 · your investment
3,333,333 new shares at $0.30/share = 25%
Type
Stock purchase (restricted common)
Vesting
None — you paid for them
Instrument 2 · your COO contribution
4,276,423 shares vesting over 4 years
Type
Common stock option grant
Fully diluted %
~22% (when fully vested)
Vesting
4 years, linear monthly after cliff
Cliff
1 year (first 25% of grant vests at month 12)
If you leave before cliff
0% of the grant — but your purchased shares are untouched
If you leave after 2 years
~11% vested + 17% purchased = 28%
If you stay all 4 years
22% fully vested + 17% purchased = 39%
How the shares vest over time
Day one
Stock purchase + grant issued. You own 3,333,333 shares outright (17% fully diluted). COO grant of 4,276,423 shares begins vesting. Pool topped up to 20%. Greg holds 41%.
Year 1
Cliff: ~1,069,106 COO shares vest (5.5%). Your total: 17% + 5.5% = 22.5%. Greg: 41%.
Year 2
~2,138,212 COO shares vested (11%). Your total: 28%. Greg: 41%.
Year 3
~3,207,317 COO shares vested (16.5%). Your total: 33.5%. Greg: 41%.
Year 4
All 4,276,423 COO shares vested (22%). Your total: 39%. Greg: 41%. We're nearly equal partners — and you earned it.
The full cap table
End state · Jordy fully vested · before seed round
19,512,195 shares outstanding
Greg (founder/CTO)
8,000,000 shares · 41%
Jordy (purchased)
3,333,333 shares · 17%
Jordy (COO grant, vested)
4,276,423 shares · 22%
Jordy total
7,609,756 shares · 39%
Option pool
3,902,439 shares · 20%
The CEO and other key hires are brought on by issuing new shares from the pool or through additional authorization — both of us dilute equally, maintaining the 41/39 ratio.
Why 4 years and not 2. Four-year vesting with a one-year cliff is the universal standard at startups. Y Combinator requires it. Every VC expects it. Two-year vesting raises a question — "why did the cofounder negotiate shorter vesting?" — that no one wants to answer in a fundraising meeting. Four years signals commitment. Your purchased shares are untouched regardless — vesting only applies to the COO grant. You're never at risk of losing what you paid for.
If you're replaced as COO
Same terms as the CEO or any other executive. The board can terminate the COO role. Unvested shares stop vesting. Vested shares stay yours permanently. Your 3,333,333 purchased shares are completely unaffected — that's your investment, separate from your operational role.
After 2 years of COO work, you'd hold 28% total. After 3 years, 33.5%. The longer you stay and contribute, the closer you get to 39%. If we need a different COO for a different phase of the company, you keep everything you've earned and you're still one of the largest shareholders.
Why this works for both of us
You wanted 49%. This gives you a clear path to 39% — and the gap is what keeps the cap table clean for future investors. VCs see a technical founder at 41%, a capitalized COO earning into 39%, and a full 20% pool for hiring a CEO and building the team. That's a fundable company.
If you stay all 4 years and the company raises a seed at $20M and a Series A at $80M, your combined position is worth well over $12M before the "let the rest ride" phase even begins. You get the economics you described, ownership approaching what you wanted, and a cap table that doesn't scare off the investors whose money makes all of that possible.