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Fundraising & equity

Cliff (vesting)

Also known as Vesting cliff

A cliff is an initial period during which no equity vests at all, then, on the cliff date, a chunk vests at once.

Updated July 2026

Key takeaways

  1. A cliff is an initial period during which no equity vests at all, then, on the cliff date, a chunk vests at once.
  2. The cliff protects the company from handing equity to people who don't stick around, a hedge against bad hires and quick departures.

What is cliff (vesting)?

A cliff is an initial period during which no equity vests at all, then, on the cliff date, a chunk vests at once. The standard is a one-year cliff on a four-year schedule: leave before month twelve and you get nothing; stay past it and 25% vests immediately, with the rest vesting monthly.

Worked example

An employee with a one-year cliff who leaves at month eleven walks away with zero equity; the same person leaving at month thirteen keeps 25% plus one extra month.

Why it matters for fast-growing companies

The cliff protects the company from handing equity to people who don't stick around, a hedge against bad hires and quick departures. For employees, it means the first year is all-or-nothing, so timing a departure matters. Founders should understand cliffs on both sides: what they grant and what they hold.

Frequently asked questions

What happens if you leave right before your cliff?+
You forfeit all of it. That's the point of a cliff, vest nothing until you cross the date. If you leave at month eleven of a one-year cliff, you keep zero equity; cross into month twelve and the first tranche (usually 25%) vests. The line is unforgiving, so timing matters.
Why do startups use a cliff instead of vesting from day one?+
A cliff filters out mismatches cheaply. Hiring is uncertain, and the first months reveal whether someone's a fit. The cliff means a bad hire who leaves, or is let go, in the first year costs the company no equity, keeping the cap table clean for people who stay.

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