Meaning
Stock reserves provide a mechanism to facilitate the hiring of future employees and consultants as the business expands. The unallocated pool is typically established during a financing round to satisfy the demands of new investors. It represents the potential dilution that current shareholders have already agreed to accept.
Option Reserve
These shares are the source for all the stock options that will be promised to the team over the coming months. Because the unallocated pool is already authorized, the board can issue grants quickly without a new shareholder vote. This flexibility is vital in a competitive hiring environment where speed is a factor.
Investor Requirement
Venture capitalists usually insist that the company create an unallocated pool large enough to cover all hires until the next funding round. This ensures that the founders, rather than the new investors, bear the cost of future dilution. The size of the reserve is a key point of negotiation during the term sheet stage.
A larger pool protects the investors from seeing their ownership percentage drop too quickly. This protection is a standard feature of institutional investment agreements. Dilution is managed by setting the pool size before the new capital is committed.
Cap Table Management
Tracking the remaining balance of available shares is a critical task for the legal and finance teams. When a grant is made, the number of shares is subtracted from the unallocated pool and moved to the issued category. Managing this inventory prevents the company from over-promising equity that it does not have the authority to give.
Regular audits of the cap table keep the records accurate and ready for the next round of due diligence.