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Tool Gate · How it works

How the gate works

How the Co-Founder Equity Health Check 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

01Vesting schedule in placegate · no vestingwt 24
02One-year cliffwt 14
03Size of the stake at riskgate · material stakewt 18
04Acceleration clausewt 12
0583(b) election filedwt 12
06Documented in a founders' agreementwt 20
SOUND
score 75+
EXPOSED
score 50+
DEAD-EQUITY RISK
below floor
Dead-equity kill-chain · worsen-only

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.

6/100
DEAD-EQUITY RISK

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.

Fix firstPut the founder on a standard (roughly four-year) vesting schedule and paper it — with counsel, since re-vesting an already-owned stake is a legal and tax matter.

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.