What Are Advisory Shares? How They Work, Pros and Cons, and Their Role in Startups

Managing equity is one of startup founders' most strategic and challenging responsibilities. Many advisors, investors, and peers contribute valuable insights to a business in the early stages, often without direct financial compensation. For startups with limited cash flow, offering advisory shares becomes a creative and practical way to engage experts while preserving resources for growth. Advisory shares allow founders to attract and retain top-tier talent by providing equity in exchange for critical guidance. This article explores what advisory shares are, how they work, their benefits and drawbacks, and key considerations for offering them in your startup.

What Are Advisory Shares?

Advisory shares are a form of equity compensation provided to individuals who offer strategic guidance and expertise to a startup. Unlike traditional employee equity, advisory shares are typically granted to external advisors, such as industry experts, seasoned entrepreneurs, or key network connectors, who help the business grow and succeed. These shares often follow a shorter vesting schedule, reflecting the limited but impactful nature of the advisor's contributions. By offering advisory shares, startups can incentivize advisors to commit their time and knowledge, aligning their success with the company’s growth.

Advisor Shares vs. Regular Shares (or Equity)

Advisory shares and regular shares both represent equity in a company, but their purposes, recipients, and structures are distinct. Regular shares are issued to founders, employees, and investors to reflect direct contributions, whether through work or funding. Advisory shares, however, are explicitly granted to external advisors as compensation for their expertise and guidance, aligning their interests with the company's success without requiring financial or operational involvement.

How Are Advisory Shares and Regular Shares Similar?

Despite their differences, advisory shares and regular shares share common traits. Both represent ownership in the company, incentivize recipients by tying their potential financial gains to its growth, and typically involve vesting schedules to ensure commitment. Issuing either type of share also contributes to equity dilution, affecting all existing stakeholders.

How Do Advisory Shares Work?

While advisory shares can take on different forms, they typically can be boiled down to a few similarities. Of course, these can change depending on your business.

Exchanged for advice or expertise
Typically offered as NSO stock options
Follow a shorter vesting schedule

Related resource: Everything You Should Know About Diluting Shares

Learn more about how advisory shares typically work below:

1. Advisor Agreement

Before granting advisory shares, the startup and advisor enter into a formal agreement that outlines the terms of their relationship. This agreement specifies the advisor’s role, including the scope of their contributions, such as strategic guidance, mentorship, or leveraging their network. It also details the advisor's responsibilities, expected time commitment, and deliverables. Importantly, the agreement defines the number of advisory shares the advisor will receive and the terms under which they are granted, such as the vesting schedule and any conditions tied to performance. By setting clear expectations, this agreement protects both parties and ensures alignment in achieving the company’s goals.

2. Grant of Shares

After finalizing the advisor agreement, the startup grants the advisor the right to purchase a specified number of shares at a predetermined exercise price. This exercise price is typically set at the fair market value of the company’s stock at the time of the grant. This approach ensures compliance with tax regulations while offering the advisor an opportunity to benefit from the company’s growth. The grant also outlines the conditions under which the advisor can exercise these options, such as meeting vesting milestones or fulfilling specific responsibilities. By linking the grant to the advisor’s contributions, startups create a mutually beneficial arrangement that aligns incentives with the company’s success.

3. Vesting Period

The advisor’s right to exercise their options is generally tied to a vesting period, which ensures their continued commitment to the startup over time. Vesting periods for advisory shares often span shorter durations than employee stock options but typically last one to four years. A common structure includes a one-year cliff, where no options are vested during the first year, followed by monthly vesting thereafter. This means the advisor gains the ability to exercise a portion of their options incrementally, as they fulfill their responsibilities and contribute to the company’s growth. Vesting schedules protect the startup by ensuring advisors earn their shares through sustained involvement and expertise.

4. Exercise of Options

Once the vesting period is complete, the advisor gains the right to exercise their options. This involves paying the predetermined exercise price to purchase the shares granted under the advisory agreement. The exercise process typically requires the advisor to notify the company of their intent and complete the necessary paperwork. After the payment is made, the advisor becomes a shareholder in the company and holds equity outright. This step allows the advisor to benefit from any future increase in the company’s valuation, aligning their financial incentives with the startup’s long-term success.

5. Potential Profit

If the company’s stock price appreciates over time, the advisor can sell their shares for a profit. Since advisory shares are typically granted at the fair market value at the time of issuance, any subsequent increase in the stock price represents a gain for the advisor. For example, if the exercise price was set at $1 per share and the stock price rises to $10 per share, the advisor can sell the shares at the higher market price, realizing a profit of $9 per share. This potential for financial gain serves as a strong incentive for advisors to contribute meaningfully to the company’s success and growth.

Benefits of Advisory Shares

Advisory shares come with their own set of pros and cons. Properly maintaining and distributing equity is a critical role of a startup founder so understand the benefits, and drawbacks, of offering advisory shares is a must.

Related Resource: 7 Essential Business Startup Resources

Learn more about the benefits of offering startup advisory shares below:

Access to Expertise and Guidance

Advisory shares are a powerful tool for attracting experienced professionals with specialized knowledge that can drive a startup’s growth. These individuals bring valuable insights in areas such as strategy, product development, marketing, or fundraising—critical components for scaling a business. By offering equity in lieu of cash compensation, startups can engage top-tier experts who might otherwise be out of reach financially. These advisors act as strategic partners, helping founders navigate challenges, seize opportunities, and build a strong foundation for long-term success.

Strengthen Credibility and Network

Associating with credible advisors can significantly enhance a startup’s reputation, signaling expertise and trustworthiness to the broader market. Advisors with established industry recognition lend their credibility to the company, boosting its appeal to potential investors, partners, and customers. Beyond reputation, advisors often bring extensive networks of valuable connections, opening doors to strategic partnerships, funding opportunities, and key client relationships. By aligning with respected professionals, startups can accelerate their growth while building trust within their industry.

Cost-Effective Compensation

As we previously mentioned, most businesses that benefit most from advisors are unable to offer them a salary or cash compensation. With advisor shares, startup founders are able to offer shares as compensation and conserve thei cash to help with scaling their business and headcount.

Attract Long-Term Commitment

Vesting schedules play a crucial role in fostering long-term commitment from advisors. By distributing equity over a set period, such as one to four years, advisors are incentivized to remain actively engaged with the startup for the duration of the vesting timeline. This structure ensures that advisors continue to contribute their expertise and resources while aligning their success with the company's growth. The gradual allocation of shares motivates advisors to stay invested in the startup’s achievements, creating a mutually beneficial relationship that drives sustained collaboration and progress.

Drawbacks of Advisory Shares

Of course, offering advisor shares is not for everyone. While there are benefits to offering advisor shares, there are certainly drawbacks as well. Weighing the pros and cons and determining what is right for your business is ultimately up to you.

We always recommend consulting with a lawyer or counsel when determining how to compensate advisors.

Diluted Ownership

The biggest drawback for most founders will be the diluted ownership. By offering shares to advisors, you will be diluting the ownership of yourself and existing shareholders.

As advisors are fully vested in 1-2 years, they will potentially not be invested in future success as other stakeholders and could be costly when taking into account the diluted ownership.

Potential Conflicts of Interest

Advisors might not have the same motivators and incentives as your employees and other shareholders. As their ownership is generally a smaller % and their shares vest early, they are potentially not as incentivized for the growth of your company as employees and larger % owners will be.

Getting in front of these conversations and making sure you have a good read on any potential advisors before bringing them onboard is a good first step to mitigate potential conflicts.

Extra Stakeholder to Manage

Chances are most advisors are helping other companies as well. This means that their attention is divided and you will need to ensure you are getting enough value to warrant dilution.

This also means that you are responsible for managing a relationship and communication with another stakeholder in your business — what can be burdensome on some founders.

The 2 Variations of Advisory Shares

Advisory shares are generally offered in 2 variations — restricted stock awards and stock options. Learn more about each option and what they mean below:

Restricted Stock Awards

Restricted stock awards (RSAs) are a form of equity compensation where shares are granted to an individual with certain restrictions, typically tied to a vesting schedule or performance milestones. Unlike stock options, RSAs represent ownership of the shares from the moment they are granted, though the recipient may not fully control or sell them until the restrictions are lifted. These shares often include voting rights and entitle the recipient to dividends, aligning their interests with the company’s long-term success. Restricted stock awards are commonly used to reward early contributors or advisors, ensuring their commitment while providing immediate equity ownership subject to conditions.

Stock Options

Stock options are a type of equity compensation that grants the recipient the right to purchase company shares at a fixed price, known as the exercise price, within a specified timeframe. Unlike restricted stock awards, stock options do not represent immediate ownership but provide the potential to acquire shares if certain conditions, such as vesting schedules or performance milestones, are met. The exercise price is typically set at the fair market value of the shares at the time of the grant. If the company’s valuation increases, the recipient can profit by purchasing the shares at the lower exercise price and selling them at the higher market value. Stock options are often used to align the recipient’s incentives with the company’s growth, encouraging active involvement and long-term commitment.

Who Gets to Issue Advisory Shares?

Issuing advisory shares is typically reserved for the founder or CEO of a company. Having a decision-making process and gameplan when issuing advisory shares is important. This might mean offering no shares at all, having an allocated amount of advisor shares from the get go, or something inbetween.

Making sure your board of directors and other key stakeholders are on board is crucial to make sure that interest and strategy stays aligned for all stakeholders.

How Many Shares Should You Give a Startup Advisor?

Determining the number of shares to offer a startup advisor requires balancing sufficient incentives with managing equity dilution. The exact amount will vary based on factors such as the advisor’s experience, expected contribution, and time commitment. Advisors who bring extensive industry expertise or access to valuable networks may justify a higher equity allocation than those with a more limited role.

According to guidelines referenced by Silicon Valley Bank, advisors are often granted between 0.25% and 1% of the company's equity, depending on the startup's stage and the nature of the advisory role. Structuring this compensation strategically- including a vesting schedule or performance milestones- helps ensure that the advisor’s contributions provide meaningful value while maintaining flexibility for the company.

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