Cap table: the mistake that doesn’t hurt today, but will later
- Pilar del Prado Abril
- 5 days ago
- 3 min read
Last week, we published an article on “3 Common Mistakes Startup Founders Make: Cap Table, Timing & Founding Team”, where we looked at decisions in early-stage startups that seem small at first, but end up shaping everything that follows.
We identified three mistakes that come up again and again: cap table decisions, fundraising too early, and misaligned founding teams.
This article focuses on the first one: the cap table.
The mistakes: when the cap table just “happens”
In the early days of a startup, the cap table is rarely designed on purpose. It usually just happens.
Equity is given out to move fast, bring someone on board, avoid missing an opportunity, or skip an uncomfortable conversation. At the time, it all feels reasonable. The company is just getting started, energy is high, and no one wants to slow things down with legal or structural discussions.
The problem is that equity ends up being distributed without a clear logic. Advisors join without defined expectations. Early partners stop contributing but keep meaningful ownership. Verbal agreements are never written down. The structure works for today — and only for today.
It’s not bad intent. It’s short-term thinking.
And unlike many other early-stage decisions, a cap table is very hard to fix later.
The consequences: when it finally becomes a real problem
For months — sometimes even years — nothing seems wrong. The product improves, the team grows, and the startup looks like it’s moving in the right direction.
Consequences usually appear later, when a third party gets involved: an investor, a senior hire, or a potential buyer.
That’s when the cap table starts raising uncomfortable questions.
Founders are too diluted for the stage they’re in.
People on the cap table no longer add real value.
There’s little room to hire key talent without heavy dilution.
Investors ask for changes before moving forward.
At this point, the cap table starts driving strategic decisions. Not the product. Not the market. But choices made when the risk felt lower.
Many strong startups don’t slow down because of traction — they slow down because their structure can’t support the next phase.
The solutions: treating the cap table as a strategic tool
A good cap table isn’t about perfection. It’s about being intentional.
Equity isn’t a favor or a thank-you gift. It’s a strategic tool that should reflect risk, commitment, and long-term value creation. If someone’s involvement doesn’t meet those criteria, they probably shouldn’t be on the cap table.
It also means thinking beyond today. A healthy cap table should work not just now, but for future fundraising rounds, a larger team, and tougher decisions down the road.
Setting vesting early, especially between founders, isn’t about distrust, it’s about alignment.
Leaving room for future talent isn’t conservative, it’s practical.
Having hard conversations early often prevents much bigger problems later.
In the end, a well-designed cap table protects your ability to make decisions when things start going well.
Why this topic is part of the series
As we mentioned at the beginning, this series is based on patterns we see over and over in early-stage startups: decisions that don’t feel critical at first, but end up defining the company.
The cap table is usually the first mistake because it’s quiet. It doesn’t feel urgent, it doesn’t block day-to-day work, and it’s rarely questioned.
Until other major issues appear — like raising money too early or building a misaligned founding team.
They all have one thing in common: they don’t break a startup on day one. They break it once there’s something real to lose.
How Nomu Labs can help
At Nomu Labs, we work with founders at that exact stage — when good decisions are still possible, but the margin for error is getting smaller.
We help teams bring clarity to structure, focus, and priorities, so growth doesn’t create unnecessary friction.
We don’t step in when the problem is obvious to everyone. We work when it’s still avoidable.
If your startup’s cap table is something you prefer not to look at too closely, it’s probably the right time to do it.
👉 Learn more at nomulabs.com
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