Advisor equity: how much to give, vesting and Italian rules

Imagine the former head of procurement at a big hospital offering to open doors for your medtech startup in Padua. Her price is 2% of the company. Is that fair? In Carta’s data, the median pre-seed advisor in 2025 received 0.24%. Only about one in ten reached 1%.

This guide covers advisor equity from the founder’s side: what’s normal at each stage, how vesting protects you, how an Italian SRL can hand over equity when its quotas aren’t shares, the tax rule behind work for equity, a dilution example and the red flags. If cap tables, the record of who owns what, are new to you, start with the beginner’s map from zero to a first round.

How much advisor equity is normal? The data and the FAST grid

Start with what we couldn’t find: a public dataset on advisor grants in Italian startups. So the benchmarks come from abroad. Carta publishes medians for the whole grant, counted on a fully diluted basis (every option and convertible treated as if it were already a share). In the first half of 2024 the median pre-seed advisor got 0.21%. At seed it was 0.12%, and by Series A just 0.05%. In 2025 the pre-seed median was higher, at 0.24%. Still, 64% of advisors got less than 0.3%. The median first full-time employee gets about 1.5%.

Stage	FAST standard: monthly meetings	FAST expert: adds contacts and projects	Carta median grant
Pre-seed	0.50%	1.00%	0.24% (2025)
Seed	0.25%	0.75%	0.12% (first half of 2024)
Series A	0.10%	0.50%	0.05% (first half of 2024)

FAST stands for Founder/Advisor Standard Template. It’s free. The Founder Institute, which publishes it, says tens of thousands of entrepreneurs and advisors use it every year. Its July 2026 version prices advice by stage and depth. A standard advisor meets the team monthly; an expert also brings contacts and takes on projects, like recruiting or a customer call. It isn’t meant for project consulting or ‘work for hire’.

How many advisors? Many companies have one or two, Carta notes, and it warns that bigger advisory tables ‘can add up quickly’. FAST calls a 5% pool for a group of strategic advisors ‘not uncommon’. Think of that 5% as a ceiling. You don’t have to reach it.

Advisor vesting, cliffs and what to put in writing

Vesting means the advisor earns the equity bit by bit. None of it is theirs on day one. FAST vests over two years with a three-month cliff, the minimum period before anything vests, so a relationship that goes nowhere can end with nothing allocated. Carta says advisor agreements often vest monthly over two years with no cliff, some with a three-month one. Or tie grants to milestones: Carta’s example is a set percentage for introducing two new hires.

Watch the exit clause. Many advisors ask for single-trigger acceleration. Put simply: one event, say a sale of the company or the end of the relationship, and everything vests on the spot. Will you accept that? Decide before the question comes up.

Then put it in writing. Carta’s checklist has the obvious items, like the advisor’s role, expertise and expected time. It also has the details: the exact number of shares or options, vesting and cliff, confidentiality, who owns the IP. We’d add deliverables you can actually check. And a way out: who can end it, on what notice, what happens to the unvested part. FAST makes a sensible first draft, and Carta advises a lawyer’s review of any agreement. A US template written for shares gives an Italian SRL extra reason to.

How to give equity to an advisor in an Italian SRL

Here the US playbook needs translating. Under art. 2468 of the Civil Code, an SRL’s quotas can’t be represented by shares, so stock options in the American sense don’t exist. You have four practical routes, and a fifth that rarely fits.

• Quota transfer. One or more founders sell or give part of their quotas. It’s quick, and only they are diluted. The deed needs a notary’s authentication, or a digital signature with filing by a commercialista; either way it goes to the Registro delle Imprese within 30 days.
• Reserved capital increase. The company issues new quotas to the advisor. Existing partners have a pre-emption right, so the articles must allow an offer to third parties, and partners who didn’t consent can withdraw. Our guide to a capital increase in an Italian SRL has the steps.
• SFP. If its articles allow it, an innovative startup can issue strumenti finanziari partecipativi: economic rights, administrative ones too, but no vote in shareholders’ decisions. They can be issued against work or services.
• Incentive plan. An SRL normally can’t deal in its own quotas. Innovative startups, and since a 2017 decree every SRL that’s an SME, may do it to run incentive plans for employees, collaborators, directors and providers of work or services. It’s the nearest thing to an option pool, the slice reserved for the team; our guide to sizing an employee option pool covers the rest.
• Services as a contribution. A partner may contribute work or services as capital, but only if an insurance policy or a bank guarantee covers their full value. For an advisor, rarely worth it.

Whichever route you pick, vesting in an SRL usually runs in reverse. The quotas are registered at once, and a repurchase right in the shareholders’ agreement takes back the unvested part if the advisor leaves early, at a price fixed in advance: nominal value, fair market value or a formula. It’s the same logic our guide to splitting equity between co-founders applies to founders.

Work for equity: the tax rule for innovative startups

For an innovative startup, Italian law has its own regime. Article 27(4) of decree-law 179/2012 says quotas, shares and SFP issued in exchange for work or services, professional ones included, or for credits earned that way, aren’t income for the provider when issued or when the credit is set off, overriding the normal-value rule in art. 9 of the income tax code. Tax comes later: the Agenzia delle Entrate’s 2014 circular treats a sale as a capital gain under the ordinary rules, and nothing stops a sale, even back to the startup.

A real case. In 2020 a communications consultancy, Alfa Srl in the ruling, worked for an innovative startup and was paid with a newly issued quota worth the same as its services, valued by a sworn appraisal under art. 2465 of the Civil Code. The Agenzia’s reply, in November 2021, was plain. Nothing to tax when the quota came in. Tax when it’s sold, as long as the services qualify.

Is your advisor also a director, an employee or a continuous collaborator? Then paragraph 1 applies instead, and what they get is free of income tax and social security contributions unless the startup or a related company buys it back. Occasional contractors don’t qualify. Nor do quotas a founder hands over from their own stake, because the rule only covers instruments the startup itself assigns. Once the company loses its innovative-startup requirements, new grants stop qualifying, the Agenzia adds. Not an innovative startup? Ask a commercialista before you pay anyone in quotas, because the special regime may not cover you.

What 1% really costs: a dilution example

Back to Padua. The company is invented; the arithmetic isn’t.

Say Marta and Luca own the medtech SRL 50/50. Instead of 2%, they offer the FAST pre-seed expert figure, 1%, vesting monthly over two years with a three-month cliff. A year later a seed round sells 20% of the company in new quotas, and every existing stake shrinks by a fifth. That’s dilution: the share existing owners give up when new equity is issued.

Grant at pre-seed	After a seed that sells 20%	Worth at a €30 million sale
0.5% (FAST standard)	0.4%	€120,000
1% (FAST expert)	0.8%	€240,000
2% (what was asked)	1.6%	€480,000

Two lessons. Going from 1% to 2% costs €240,000 at that price; spread over 24 monthly meetings, that’s €10,000 a meeting. And vesting earns its keep when things go quiet. If the advisor stops after nine months, they keep 9/24 of the grant, 0.375% of the company, and the rest comes back.

Want to test grants like these before you promise them? Our Investor-Ready Kit (€149) includes a cap table simulator, alongside a deck template, a runway model, a data room checklist and investor emails. For the mechanics by hand, see our cap table explained with a worked example.

Alternatives to equity, and the red flags

Equity isn’t the only currency. Pay cash for a defined job, a pricing review or a regulatory dossier. Agree a success fee in writing for an outcome you can measure. Or follow Carta and turn the advisor into a strategic angel who also invests: ‘Even $2,000 works here.’ Where US startups grant stock options or restricted stock, an SRL has SFP or an incentive plan.

And when should you hesitate?

• Equity for introductions only. An intro takes an hour; if that’s the whole offer, a fee on results or a thank-you will do.
• No vesting at all, or full acceleration on day one.
• A grant far above the grid with no specialised expertise behind it. Carta does see higher ranges in biotech, hardware and medical devices.
• ‘Help with fundraising’ as the entire scope, with no hours and nothing you can check.
• An advisory board that keeps growing. SeedBlink has a name for stakes held by people who no longer contribute: dead equity. Investors read it as a red flag.

Checklist before you sign an advisor agreement

1. What’s the one problem this advisor will solve? Write it down, with the hours a month it takes.
2. Hold the number up against Carta’s medians and the FAST grid at your stage.
3. Vesting: two years, short cliff. And settle the acceleration question before you sign.
4. Ask your notary or commercialista which SRL route fits you. A quota transfer is quick, and it only dilutes the founders who give up quotas.
5. If you’re an innovative startup, check whether art. 27 applies and document the services.
6. Get scope, deliverables, term and notice into the signed agreement. Confidentiality and IP too.
7. Update the fully diluted cap table the day you sign.

This article is general information, not legal or tax advice. What you can grant depends on your articles of association and your company’s status: have a lawyer and a commercialista review any advisor agreement before you sign.