Note: Vesting is currently available on request – please contact us if you’d like to have the feature activated.
This feature is available on the Pro plan. If you’re on Starter, you can add the Options and derivatives add-on to get access. Read more about Starter pricing. To access related features such as a fully diluted cap table, you’ll need the Pro plan. Learn more about Pro.
What is vesting?
When employees receive shares or options through an incentive program, they often come with specific conditions for when and how ownership is earned. These are defined in a vesting clause, which specifies how many shares or options can be earned and over what period of time (typically 3–5 years). If the conditions aren’t met, the company may reclaim the unvested portion.
What type of vesting can I use in NVR?
In NVR, you can activate time-based vesting for QESO, stock options, and warrants. Time-based vesting means that the earning of options depends on how long a participant stays with the company, making it easy to align ownership with long-term commitment. Currently, NVR supports linear vesting, where an equal portion is vested each month. You can also add a cliff, meaning that nothing vests during an initial period (e.g. 12 months), after which vesting begins.
Vesting is managed at the program level, meaning all participants in the same program follow the same vesting schedule and rules. It’s not possible to apply different vesting schedules for individual participants within the same program.
In addition, you can:
Set the total vesting period (e.g. 36 or 48 months).
Choose the vesting frequency (number of months between each vesting event).
Define whether vesting occurs at the beginning or end of each month.
Choose the rounding method – up, down, or nearest integer.
Have ideas or feedback on how you’d like to use vesting in NVR, or suggestions for new functionality? We’d love to hear from you, get in touch with us!
How to set up vesting in NVR
When creating an options program, start by selecting the asset type, i.e. the kind of incentive the program will be based on.
The setup steps may vary slightly depending on the selected asset type, as each includes different functions and settings. If the asset type is QESO, Stock option, or Warrant, you can enable vesting for the program.
At the bottom of the creation modal, you’ll find the option to activate vesting.
The vesting start date will automatically match the program’s start date (as defined under Duration).
Good to know! You can also add vesting to existing programs. Click on the multiple-choice icon for the programme in question, select Edit program and then scroll down to the vesting settings. There you can activate and configure vesting according to the steps in this guide.
Now you can configure the following settings:
Vesting period: Specify how long the vesting will run (in months). The vesting period cannot be longer than the total program duration.
Vesting frequency: Choose how often vesting should occur, expressed in months (e.g. 1 for monthly, 3 for quarterly).
Example: If the vesting period is 36 months, valid frequencies are 1, 3, 6, or 12 months – but not 5, since 36 isn’t divisible by 5.
Cliff: A cliff is an initial qualifying period defining how long a participant must remain with the company before any portion of the options vests. Once the cliff ends, the portion that corresponds to that period vests at once, and vesting continues according to the selected frequency.
Example: In a linear vesting program with a total period of 48 months and a 12-month cliff, 25% of the allocation vests on the first anniversary of the start date.
If the program shouldn’t include a cliff, you can simply leave the field empty.
For QESO programs, built-in logic ensures compliance with regulatory requirements, the cliff and total duration must be at least 36 months.
Next, choose when vesting occurs, either at the beginning or end of each month.
In some cases, the number of options or derivatives cannot be divided evenly between all vesting events. To handle this, you can define how the system rounds the calculated number of vested options.
You can choose between:
Round up: The participant always receives slightly more options each period.
Round down: The participant always receives slightly fewer.
Nearest: The system rounds automatically to the nearest whole number.
Rounding only affects the distribution of vested options over time, not the total number granted. The sum will always be correct once the program is fully vested.
Make the program visible to subscribers
Before saving, you can choose to make the program visible in the custody account.
Subscribers will then have access to their own view in NVR, where they can log in to follow their options, including their vesting schedule. Learn more about the custody account here.
Please note that currently, no notification is sent to deposit users when vesting is activated. If you add vesting to an existing program, subscribers will not receive a separate notification about this. However, if you create a new program and issue it to subscribers, and have activated the program for display in the custody account, subscribers may receive a notification about the new issuance.
Once you’ve defined all vesting terms and settings for the program, click Save. The program will be created, and in the program overview, you’ll see that vesting is active.
When you open the program, you can view the vesting details at the bottom of the page.
You can then manage vesting both at the program and individual level. For example, pause, accelerate, or stop vesting depending on company events or program terms.