Advisory Shares Guide: Navigating Equity Compensation in Startups

Michał Kowalewskiby Michał Kowalewski • 7 min readpublished May 26, 2023 updated December 4, 2023
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In the dynamic world of startups, advisory shares have become an integral part of the equity puzzle. As startup founders seek to leverage the insights and networks of industry experts, these shares offer a mutually beneficial form of compensation.

This article aims to provide a comprehensive understanding of advisory shares, their importance, and how they can be effectively utilized within the startup ecosystem. Our exploration will navigate through the definition of advisory shares, their differences from other share types, and their unique importance to startups.

We'll further delve into best practices for allocating these shares, the legal considerations involved, negotiation tactics, and potential challenges, and by the end of this article, startup founders should have a strong grasp on advisory shares, enabling them to employ them strategically within their businesses.

So whether you're at the helm of a budding startup or simply interested in the intricacies of startup equity, this article will offer valuable insights.

Key Takeaways

  1. Advisory Shares' Role: Advisory shares incentivize advisors, align their interests with the startup, and attract expertise without immediate cash outlay.
  2. Allocation Strategy: The allocation process considers the advisor's value, the startup's stage, market norms, and legal and financial implications.
  3. Legal Factors: Startups must comply with securities laws and manage advisory shares through well-structured shareholder agreements to mitigate potential disputes.
  4. Negotiation and Communication: Transparent negotiation with advisors and clear communication with stakeholders about the allocation and implications of advisory shares are crucial.

What Are Advisory Shares?

Advisory shares are a specific type of equity typically given to advisors in a startup as compensation for their services. These services can include providing industry expertise, strategic advice, or access to a valuable network. Unlike employees who receive salary or contractors paid per project, advisors are often compensated with a portion of the company's equity, hence the term 'advisory shares'.

Advisory shares differ from other types of equity shares such as common and preferred shares. While common shares are usually given to the founders, employees, and sometimes early-stage investors, preferred shares are typically reserved for investors and offer special rights like dividends or priority during liquidation. On the other hand, advisory shares do not usually come with such benefits and rights, focusing instead on granting an ownership stake in the company.

Furthermore, advisory shares are often subject to a vesting schedule. Vesting refers to the process where the advisor gradually gains ownership of these shares over time, rather than all at once. This is done to incentivize the advisor to maintain a long-term relationship with the startup and continue providing valuable services.

The allocation of advisory shares is a strategic decision that startup founders must navigate carefully. It involves balancing the need to compensate valuable advisors, while still retaining control and incentivizing other key stakeholders in the company. With this understanding of advisory shares, startup founders can better comprehend their significance and role within their business's growth trajectory.

Should You Pay Your Advisors in Cash?

The decision between cash and equity typically depends on various factors such as the financial state of the startup, the advisor's preferences, the value the advisor brings, and the projected growth of the company.

However, it’s worth emphasizing that equity compensation in the form of advisory shares aligns the advisor's interests with the long-term success of the company, and is commonly perceived as a more appropriate way of rewarding your advisors. If they believe in the startup's potential for significant growth, this could make their shares much more valuable in the future. And it doesn’t drain the valuable cash in your bank account.

Cash compensation can be considered if the startup has sufficient funds and if the advisor prefers immediate, tangible remuneration. This method is straightforward and doesn't dilute the ownership of the existing shareholders. But it may raise the question of the legitimacy of your advisor's intentions.

Importance of Advisory Shares for Startups

Advisory shares play a pivotal role within startups, fostering a mutually beneficial partnership between the company and its advisors. The benefits that these shares bring to startups can be summarized in the following points:

Attracting Expertise: Advisory shares allow startups to bring onboard experienced professionals who provide valuable guidance and strategic input, thereby addressing challenges that early-stage companies often face.

  1. Aligning Interests: When advisors are compensated with a stake in the company, their interests align with the startup's success. This dynamic often results in advisors becoming proactive advocates for the startup, extending their influence and support beyond their formal roles.
  2. Effective Resource Allocation: For cash-strapped startups, advisory shares are an effective method to compensate advisors without an immediate cash outlay. This strategic move enables startups to access essential mentorship and advice while effectively managing their cash flow.
  3. Incentivizing Advisors: The opportunity to own a stake in a potentially high-growth startup can be more enticing to potential advisors than a standard cash payment, thereby making the startup more appealing.

For instance, Mark Zuckerberg's decision to bring on entrepreneur Sean Parker as an advisor, compensated with advisory shares, played a key role in Facebook's early success. Parker's expertise and connections significantly contributed to the company's growth and recognition.

However, while the benefits are significant, startups must be cautious with the allocation of advisory shares. Excessive allocation can dilute the stakes of founders and early investors, potentially leading to future complications. Therefore, it's crucial to strike a balance to ensure advisors' rewards are proportionate to the value they provide to the startup.

How to Allocate Advisory Shares

Allocating advisory shares is a nuanced process that involves a delicate balance of multiple considerations. Here are some key factors that startup founders should bear in mind:

  1. The Value of the Advisor: Start by assessing the value that the advisor brings to your startup. This can include their expertise, experience, network, and the time commitment they are willing to make. A more valuable advisor might warrant a larger share allocation.
  2. Vesting Schedule: It is standard practice to have advisory shares vest over a period, often around two to four years. This means the advisor earns their shares gradually over time. This approach incentivizes sustained involvement from the advisor, as they only receive the full benefits if they stay engaged for the duration of the vesting period.
  3. Stage of the Startup: The stage of the startup also plays a significant role in determining the percentage of equity to offer. Early-stage startups might offer a higher percentage due to the higher risk and because they have more equity available. As the startup matures and adds value, the equity becomes more valuable, and hence, newer advisors might receive a lower percentage.
  4. Market Norms: Understanding market norms for advisory share allocation can be useful. As a general guide, advisory shares often fall in the range of 0.1% to 1% of the company's total equity. However, this can vary widely depending on the specifics of the situation.
  5. Legal and Financial Implications: Consider the legal and financial implications of issuing advisory shares. It's recommended to consult with a lawyer or a financial advisor to understand the potential impact on your capital structure and to ensure compliance with relevant laws and regulations.

Strategically allocating advisory shares can be a valuable tool in a startup's arsenal, enabling it to attract high-quality advisors while maintaining control and incentivizing other key stakeholders. Proper allocation requires careful thought, due diligence, and often, professional advice to ensure a fair and beneficial arrangement for all parties.

Legal Aspects of Advisory Shares

Advisory shares, like other forms of equity compensation, carry several legal considerations that startups must be mindful of to avoid potential issues down the line.

Legal Considerations and Potential Issues

Advisory shares must be issued in compliance with applicable securities laws. Failure to comply may lead to significant legal and financial consequences. It's also crucial to understand that advisory shares may have tax implications for both the startup and the advisor.

One potential issue arises with 'phantom stock' or 'synthetic equity' arrangements, where advisors are promised the value of the shares without actual share issuance. This approach may seem simpler upfront, but it can create complex legal and tax implications.

The Role of Shareholder Agreements

Shareholder agreements play a crucial role in the issuance and management of advisory shares. These agreements spell out the terms and conditions of the advisory shares, including details on vesting schedules, rights, and obligations of the advisor, provisions for share transfer, and clauses detailing what happens in case of the advisor's departure or company exit scenarios.

Shareholder agreements can also establish processes for resolving potential disputes, further protecting the interests of all parties involved.

Given the legal complexities surrounding advisory shares, it is highly recommended that startups seek legal counsel to ensure they navigate these waters correctly. A well-structured advisory share agreement can serve as a cornerstone for productive, long-term relationships between startups and their advisors.

Negotiating with Potential Advisors

Negotiating the allocation of advisory shares is a crucial process that requires transparency, tact, and an understanding of both parties' needs. Here are some tips:

  1. Value Alignment: Ensure that the advisor understands your startup's mission and is genuinely interested in helping you achieve your goals. Aligning on values and vision before discussing compensation can make negotiations smoother.
  2. Mutual Benefit: Clearly express the mutual benefits that the partnership will bring. Highlighting how their involvement will influence the startup's success can make the equity offer more appealing.
  3. Flexibility: Be flexible. Every advisor brings different value, and negotiations should reflect this. Consider different factors such as the advisor's role, time commitment, and the unique value they bring to your startup.

Communicating About Advisory Shares with Stakeholders

Maintaining open communication lines with all stakeholders about the allocation and implications of advisory shares is essential. Here are some best practices:

  1. Transparency: Be transparent about your plans to issue advisory shares. Stakeholders, especially other shareholders, should be kept in the loop.
  2. Explanation: Clearly explain why you're issuing advisory shares and the value this will bring to the startup. Discuss the reasons behind the specific allocations to different advisors.
  3. Open Dialogue: Encourage an open dialogue. Allow stakeholders to express their opinions or concerns, and address them proactively.

By employing effective negotiation and communication strategies, startups can ensure that the allocation of advisory shares is fair, mutually beneficial, and well-received by all stakeholders.

Potential Challenges and Risks with Advisory Shares

While advisory shares provide many benefits, there are also potential pitfalls and risks. One common issue is over-dilution of equity, which can limit the startup's ability to offer equity to future employees or raise capital from investors. Misaligned expectations between advisors and founders can also pose a risk, leading to disagreements or underperformance.

To mitigate these risks, it's crucial to establish clear agreements detailing the advisor's role, responsibilities, and expectations upfront. Carefully consider the equity percentage to ensure it doesn't overly dilute existing shares. Lastly, seeking professional legal and financial advice can help startups navigate the complexities of advisory shares and avoid potential pitfalls.


The strategic use of advisory shares can significantly contribute to a startup's success. By aligning advisors' interests with the startup's performance, it incentivizes them to actively contribute to the company's growth. It can also enable startups to attract high-caliber advice and mentorship without an immediate cash outlay, a critical advantage for early-stage companies with limited funds.

However, it's crucial to balance these benefits against potential risks such as equity over-dilution and misaligned expectations. With careful planning, due diligence, and professional advice, advisory shares can be an effective tool in a startup's arsenal, helping to propel the company towards its strategic goals.

Advice For FoundersAdvisors
Michał Kowalewski

Written by Michał Kowalewski

Writer and content manager at Capbase. Passionate about startups, tech and multimedia. Based in Warsaw, Poland.

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