ESOP Advisory
Turn ownership into your most powerful retention tool.
An Employee Stock Ownership Plan done right aligns your team's interests with the company's long-term success. Done poorly, it creates confusion, resentment, and legal exposure.
We design, structure, and implement ESOP programmes that are fair to employees, financially sound for the company, and built to withstand the scrutiny of investors, regulators, and auditors.
Why It Matters
What most ESOPs get wrong
Many companies introduce ESOPs with good intentions — and end up with a plan that employees don't understand, a pool that's badly sized, vesting schedules that don't reflect the business reality, and grant prices that create tax headaches nobody anticipated.
The mechanics of an ESOP are not complicated. Getting the design right — the pool size, the grant pricing, the vesting logic, the dilution impact, and the liquidity pathway — requires financial judgement, legal alignment, and a clear view of what the company is actually trying to achieve with it.
"The options were granted three years ago. Nobody had modelled the dilution. The grant price had no defensible basis. And not a single employee could explain what their options were actually worth."
Our Services
What we cover
End-to-end ESOP advisory — from the first design conversation to full implementation and ongoing management.
ESOP design & plan structuring
We design the plan from the ground up — pool size, eligibility criteria, grant tiers, vesting schedules, cliff periods, exercise windows, and the treatment of options on exit, termination, and liquidity events. Every design decision is driven by what the company is trying to achieve: retention, performance alignment, or preparation for investment.
Valuation & grant pricing
Grant price is one of the most consequential decisions in an ESOP — and one of the most frequently mishandled. We provide independent, methodology-backed valuations that are defensible to employees, investors, tax authorities, and auditors. We also advise on the right pricing approach for different stages of the company's lifecycle.
Legal, tax & compliance structuring
ESOPs sit at the intersection of company law, income tax, and securities regulation. We work alongside legal counsel to ensure the plan is correctly constituted, the tax implications for both the company and employees are fully understood upfront, and every regulatory requirement is met — including board and shareholder approvals, filings, and disclosure obligations.
Employee communication & education
An ESOP that employees don't understand is an ESOP that doesn't retain anyone. We design clear, honest communication materials that explain what employees have been granted, what it could be worth, how vesting works, and what happens at a liquidity event — in language that doesn't require a finance degree to follow.
Who We Work With
Right for your stage
Situations we commonly work in
- Pre-funding startups creating an ESOP pool for the first time
- Growth-stage companies refreshing or expanding an existing plan
- PE or VC-backed businesses restructuring management incentives
- Companies preparing for an IPO or strategic acquisition
- Family businesses introducing equity participation for senior hires
What you get from us
- A plan designed around your business model — not a template
- Grant pricing with a defensible, documented methodology
- Full compliance across tax, company law, and securities rules
- Employees who understand what they have and why it matters
- A plan that stands up to investor and auditor scrutiny
How we work
From brief to fully operational plan
Understand the objective
We start by understanding what the company wants the ESOP to achieve — retention, performance incentive, pre-IPO alignment, or investor expectation. The design follows the objective, not the other way around.
Design and model
We design the plan structure and model the full financial impact — dilution, accounting treatment, tax liability for the company and employees, and the value scenarios employees could see at different exit points.
Document and approve
We prepare all plan documentation — the ESOP policy, grant letters, board and shareholder resolutions, and any required regulatory filings — and manage the approval process end to end.
Communicate and implement
We design the employee communication, conduct briefing sessions where needed, and set up the administration framework to manage grants, vesting, and exercises going forward.