What to include in a board cap table
A board cap table is not the same as the Companies House register. It is a management view that shows the current state of ownership and the potential future dilution from all outstanding instruments.
Shareholder name
Legal name of each entity or individual. Include the registered address for institutional investors — this matters for legal documents.
Share class
Ordinary, Preference A, Preference B, etc. Board members need to understand the capital stack. Different share classes have different rights on exit.
Number of shares
Absolute numbers, not just percentages. Percentages change with every new issuance. If you only show percentages, board members cannot verify calculations themselves.
Percentage (basic)
Percentage of issued share capital excluding options and warrants. This is the "clean" number without dilution from unexercised instruments.
Percentage (fully diluted)
Percentage assuming all options, warrants, convertibles, and SAFEs convert. This is the number that matters for understanding real economic ownership.
Investment amount
Total capital contributed by each investor. Required for preference calculations and useful context for the waterfall analysis.
Basic vs fully diluted — why it matters
Basic ownership is what shareholders hold today. Fully diluted includes every instrument that could become shares: options (granted and ungranted pool), warrants, convertible notes, and SAFEs. For most funded startups, the difference is 15-25%. Always present both.
Employee option pool (EMI)
Options granted to employees, typically vesting over 4 years with a 1-year cliff. Show granted, vested, and ungranted pool separately. The ungranted pool still dilutes everyone on a fully-diluted basis.
Convertible notes
Debt that converts to equity at the next round, usually at a discount (20%) or cap. Until conversion, the fully-diluted shares cannot be calculated precisely — show them at the cap for conservatism.
SAFEs
Simple Agreement for Future Equity. Common in US, growing in UK. Like convertibles but no maturity date and no interest. Model conversion at the cap on a fully-diluted basis.
Warrants
Rights to purchase shares at a fixed price, often issued alongside debt or to advisors. Include in fully-diluted count.
Waterfall analysis — what each shareholder gets on exit
Liquidation preferences determine how exit proceeds are distributed before ordinary shareholders receive anything. In a downside scenario, ordinary shareholders — including founders and employees — may receive nothing. Board members expect to see a waterfall analysis for at least 3-4 exit price points.
Exit value
What happens
£2M exit
Below investment — preference shareholders recover partial capital, ordinaries receive nothing
If Preference A has a 1x preference on £1.5M invested, they take £1.5M; remaining £500K goes to Preference A on pro-rata with ordinary if participating
£5M exit
Modest return — preference and participation mechanics determine split
Non-participating preference converts to ordinary for best outcome. Participating preference takes 1x then shares pro-rata. Which is better depends on ownership %
£20M exit
Strong return — at this level the preference economics are less material
Most investors will convert to ordinary to participate in upside. Ordinary shareholders begin to see meaningful return
£50M+ exit
Fund-returning exit — everyone participates, preferences become academic
Fully-diluted split applies. Founders and early employees see the largest absolute numbers here
Common cap table presentation mistakes
Percentages only, no absolute numbers
Always show both. Percentages look smaller, which is tempting, but board members and investors will convert them to shares anyway. Showing both builds trust.
Options shown as a single pool number
Separate granted vs ungranted, vested vs unvested. A board member seeing "15% option pool" needs to know how much of that is already allocated to employees vs held in reserve.
SAFEs and convertibles excluded
Even if they haven't converted, show them in a "future dilution" section. Investors know they exist. Excluding them from the presentation reads as an attempt to hide dilution.
No share class breakdown
If you have multiple preference classes with different rights, each needs its own row. Blending them into one "preference" category makes the waterfall analysis impossible to verify.
DeckBrief
Cap table slide included in every board report
DeckBrief generates a formatted cap table slide alongside your board report — showing basic and fully-diluted ownership, option pool status, and a waterfall summary.
Generate Your Board Report Free →Frequently asked questions
How often should the cap table be updated?
The cap table should be updated after every event that changes ownership: new investment, option grants, option exercises, SAFE or convertible note conversion, share transfers, and new employee option grants. For board meetings, the cap table should reflect the state as of the board meeting date. Quarterly reconciliation against Companies House filings (for UK companies) is minimum — monthly is better once you have significant option activity.
Who should have access to the cap table?
Board members and directors: always. Investors: yes, they already know their own ownership, and seeing the full cap table is standard. Employees: generally only their own option grant details, not the full cap table. The exception is very early-stage companies where key employees have shares and deserve context. Full cap table access for all employees is unusual and can cause friction around perceived founder ownership.
What's a waterfall analysis?
A waterfall analysis models how exit proceeds are distributed among shareholders at different exit valuations, given the liquidation preferences and participation rights of each share class. It answers the question: "If we sell for £X, who gets what?" The name comes from the way proceeds cascade from the top of the capital stack (most senior preferred) down to ordinary shareholders. It's essential for understanding whether preference shares are in or out of the money at a given exit price.
What is a 409A valuation?
A 409A is a US tax requirement: an independent third-party appraisal of the fair market value of common stock, required before granting employee stock options. UK companies use EMI valuations (agreed with HMRC) rather than 409As. The purpose is the same: establish a defensible strike price for option grants so employees don't face an unexpected tax bill if the strike price is deemed below fair market value. UK EMI valuations should be renewed every 3 years or after significant funding events.
Complete board pack
Cap table, financials, KPIs — all in one board report
DeckBrief generates your complete board pack including the cap table slide, financial summary, and KPI dashboard from a single metrics input.
Generate Your Board Report Free →