How the gate works
This tool grades a co-founder's equity structure before an unvested stake becomes dead equity. It scores 6 weighted controls into a 0–100 number — then a gate that can only make the verdict worse.
The 6 weighted controls
A founder who holds a material stake AND has no vesting schedule owns that equity outright — it can't be clawed back if they walk. Both together force DEAD-EQUITY RISK regardless of the score; either alone is only a gap.
Why: This co-founder holds a material stake and has no vesting schedule — the equity is owned outright and can't be recovered if they leave. With handshake terms, no cliff, and no acceleration, the structure scores just 6. The dead-equity kill-chain fires: DEAD-EQUITY RISK. Only a material stake and no vesting together are fatal — and both are present.
A material stake with no vesting is the dead-equity kill-chain — either alone is only a gap, both together is a cap-table risk you can't undo once they walk. The gate names the one fix: put them on a vesting schedule. Grades an equity structure, not a deal or a person. Not legal, tax, or investment advice — bring the specific numbers and the irreversible 30-day 83(b) deadline to a startup lawyer.