Overview

It’s important to us that all Datum employees feel invested in the company’s success. Everyone plays a critical role in the business and deserves a share of that success as we grow. When employees perform well, they contribute to the business doing well, and therefore should share in the increased financial value of the business.

As part of your compensation, you will receive an option to purchase stock in the company. Broadly, the number of shares subject to your option depends on your level. We may adjust this policy over time depending on our hiring pace.

We have structured our stock options with the following key terms:

  • Standard 4-year vesting schedule with a 1-year cliff and monthly vesting thereafter
  • 90-day window to exercise vested shares from the date you leave Datum
  • Double-trigger acceleration: if Datum is acquired and you are terminated without cause in connection with that acquisition, all unvested shares subject to your option will immediately vest
  • All options are granted as Nonstatutory Stock Options (NSOs) — see the tax FAQ below for what this means
  • If you have a probation period, your grant will not be issued until after that period expires; however, vesting starts from your start date, not after the probation period

It can take time to formally approve and issue options, as it requires a board meeting and possibly an updated company valuation. We can provide estimates of the likely issuance timeframe at the time of hiring. In any case, you will not be disadvantaged by any delay in the approval process, as vesting always starts from your start date.

Frequently asked questions

What is a stock option?

A stock option gives you the right to purchase shares of Datum’s stock at a predetermined price (the “exercise price” or “strike price”) that is set on the grant date and never changes.

Stock options can be financially lucrative because your exercise price is locked in when the option is granted. If Datum grows and the stock becomes more valuable, you can still purchase shares at your original, lower exercise price. The difference between what you pay and the current value is your gain.

What does it mean to “exercise” a stock option?

This means you decide to buy the underlying stock covered by your option at the exercise price set in your option agreement. When you exercise a stock option, you pay the exercise price to Datum in exchange for the shares.

You should consult with a tax advisor before exercising stock options, as exercising can have personal tax consequences.

What is “vesting”?

Vesting means that you don’t receive all your stock options immediately; otherwise, you could work at Datum for a week, leave, and still receive a significant portion of your options. We follow the standard industry vesting schedule over 4 years:

  • After 1 year, you will hit a “cliff,” and 25% of your total grant will vest
  • In each subsequent month following the cliff, 1/48th of your total grant vests, so you are fully vested after 4 years

Vesting starts on the day that you started at Datum, not the date that your stock options were granted.

How is the exercise price determined?

Datum doesn’t decide the price — we get an external company to conduct a valuation and determine the “fair market value” (FMV) of the stock. This valuation is typically different (and often lower) than the price investors pay in funding rounds, because investors buy preferred stock while your options cover common stock.

We have no flexibility in setting the exercise price below FMV as doing so would create serious tax issues for both you and Datum.

These valuations are valid for 1 year unless there is a material event that changes the perceived valuation of the company (new funding rounds, significant financial shifts, etc.).

What are my stock options actually worth?

Because there is no public market for our stock, and because the stock is subject to standard private company transfer restrictions, it is not possible to assign a true “value” to the stock.

We can tell you what the last-round preferred stock investors paid and what our most recent valuation determined as the fair market value, but there is no guarantee that any buyer or investor would pay those prices, even in the event of a sale or acquisition.

During your offer process, we are happy to discuss modeling scenarios to help you understand potential outcomes under various assumptions about exits, dilution, and sale prices.

What happens if I leave Datum? How long do I have to exercise?

If you leave Datum, the amount of time you have to exercise your vested options depends on the circumstances:

  • Regular departure (resignation or termination without cause): 90 days from your last day
  • Disability: 12 months from your last day
  • Death: 18 months for your estate/beneficiaries

After these periods, any unexercised vested options expire. You cannot exercise unvested options.

Important: The 90-day window for regular departures is standard in the industry but requires you to pay the exercise price out of pocket within three months of leaving. You should plan accordingly if you anticipate leaving Datum, as exercising options requires upfront cash.

Do I keep my vested options?

We have taken a very employee-friendly approach to departures:

  • If you resign: You keep all vested options and have 90 days to exercise them
  • If you are let go due to performance, fit, or redundancy: You keep all vested options and have 90 days to exercise them
  • Only in cases of gross misconduct, fraud, or causing material harm to the business: You would forfeit all options, including vested shares

This means that in the vast majority of departure scenarios — whether you choose to leave or we part ways — you keep your vested equity.

What if Datum is acquired?

We have included a “double-trigger acceleration” provision that protects you in the event of an acquisition.

If Datum is acquired and you are terminated without cause in connection with that acquisition, 100% of your unvested options immediately vest. This benefit is usually only offered to executives at startups, but we believe everyone should benefit from this protection.

While we cannot guarantee that an acquirer will agree to honor these provisions, including them in our option agreements gives us a strong position to advocate for maintaining them.

Are there any tax issues I should be aware of?

You should always consult with your own tax advisor before making decisions about exercising your options. We cannot provide personal tax advice.

Key tax considerations: All Datum options are granted as Nonstatutory Stock Options (NSOs). When you exercise NSOs, you will generally owe income tax on the difference between the fair market value at exercise and the exercise price you pay. This is true even if you cannot immediately sell the shares.

Example: If your exercise price is $1.00 per share and the fair market value at exercise is $5.00 per share, you will owe income tax on the $4.00 per share gain, even though you haven’t sold the shares yet.

This is why the 90-day post-termination exercise window can be challenging — you must come up with cash to both (a) pay the exercise price and (b) cover the tax liability, all while the stock remains illiquid.

For all jurisdictions: Tax treatment varies significantly by country and individual circumstances. We strongly encourage you to consult with a tax advisor in your jurisdiction.

Why don’t you just give me the shares?

Under most countries’ tax laws, including the US and UK, a direct issuance of stock would be considered income, and you would immediately have to pay income tax on the stock received. This would mean getting hit with a tax bill of tens or hundreds of thousands of dollars with no direct cash compensation to help pay the liability, due to the illiquid nature of the stock. Stock options are a much more tax-efficient way to compensate team members, as you don’t pay tax today when you are granted the stock options, and you are often able to take advantage of tax-favored schemes that can further reduce your liability.

Can Datum help me figure out what tax I will have to pay?

We cannot give you personal tax advice, so you need to talk to an accountant.

How do I track my vesting and manage my options?

We use Carta to manage our cap table and stock options. You can sign in to the platform using your personal email, and you will be able to see all of the option grants you have received, the start date and how much you have vested thus far, the strike price of your options, and how much it would cost to exercise a certain amount of options.

Important notes

No employment contract: Your stock option is not an employment contract. Nothing in your option creates any obligation for you to continue working at Datum or for Datum to continue your employment.

Company does not provide tax or financial advice: We strongly recommend consulting with your own tax and financial advisors regarding the tax implications and financial considerations of your stock options.

Transfer restrictions: Your stock options are generally not transferable except by will or the laws of descent and distribution. The stock you purchase by exercising options is subject to transfer restrictions and rights of first refusal in favor of the company.

Documentation: All of the specific terms and conditions of your stock options are set forth in your Stock Option Grant Notice, Option Agreement, and the 2025 Stock Plan, which you will receive at the time of grant.