Broker Book or Cap Table? Equity for Marketplace Platforms

For the team building and running the platform itself, engineers, product managers, and operations staff, equity typically works the way it would at any venture-backed startup: standard option grants, often with four-year vesting and a one-year cliff, and a strike price set at or above fair market value, usually supported by a 409A valuation. Both Pulley and Carta handle this group the same way they would for any comparable technology company, without any marketplace-specific adjustment needed.

The harder decisions live with the second group: the senior brokers and account managers whose personal relationships drive a meaningful share of platform volume and whose compensation structure was never really designed around a typical startup option grant to begin with.

A senior broker bringing substantial trading volume to the platform is usually compensated primarily through commission or a revenue share tied to their book, with equity layered on top as a longer-term retention anchor rather than the primary compensation mechanism. Sizing that equity purely against a startup-style grant table risks undervaluing what a broker with a genuinely large book actually represents to the platform's volume and credibility.

Treat this group's equity conversation more like the staffing industry's desk-lead retention problem than a typical engineering hire's option grant, even though the underlying software tracks both the same way.

Decide, before it happens, whether a departing broker's clients are contractually the platform's or effectively follow the broker personally, since that answer shapes how aggressively you should protect a broker's equity as a retention tool in the first place. Some platforms use a clawback provision on unvested equity tied specifically to a non-solicitation period, reducing the incentive to leave and immediately compete for the same client relationships.

Write this into the grant agreement explicitly rather than relying on a general non-compete that may not hold up depending on your state's enforceability rules.

A marketplace's next funding round often prices partly on network metrics, supply-side and demand-side volume, alongside standard revenue, which makes dilution modeling slightly more nuanced than a single-sided SaaS company's straightforward ARR-based round. Run scenarios that account for how a new round's option pool increase affects both the founding team and any broker-level equity holders, since a pool sized only around engineering hiring plans can undersize what a growing broker network will need.

Carta's modeling tools handle standard multi-round scenarios well; the marketplace-specific nuance is in the assumptions you feed it, not the software itself.

For an earlier-stage marketplace still raising its first few rounds, compare Pulley's and Carta's current 409A turnaround and SAFE modeling features for a small team. Once you've raised from institutional investors or are modeling more complex scenarios involving both engineering and broker-level equity across multiple rounds, Carta's format is the one your investors' own counsel is more likely to already trust.

Either way, keep broker-level equity terms, especially clawback and non-solicitation language, distinct from your standard engineering grant template, since conflating the two creates confusion for both groups.

A senior broker moving from a traditional trading or brokerage firm may never have held equity before, and a share count alone means little without context most engineers or product hires would already have from prior startup experience. Walk through the mechanics directly: what vesting means in practice, what the 409A valuation represents, and realistically what a liquidity event might look like and on what kind of timeline, since overpromising on timeline or certainty here damages trust badly if the exit takes longer than implied.

A broker deciding whether to leave a stable commission-based role for a smaller cash package plus equity is taking on real risk, and a platform that explains that risk honestly, rather than glossing over it, tends to attract brokers who are genuinely committed to the platform for the long run rather than ones who leave the moment a marginally better cash offer appears somewhere else.

Match each group's equity to its role with these checks:

• Give engineering, product and operations staff standard option grants with four-year vesting, a one-year cliff, and a strike price supported by a current 409A valuation.
• Treat broker equity as a retention anchor layered on commission or revenue share, not as compensation sized only against a startup grant table.
• Decide before a departure whether a broker's clients belong to the platform or follow the broker, and consider a clawback on unvested equity.
• Model dilution for the next round with network metrics and option pool increases in mind, not only revenue.
• Explain vesting, the 409A valuation and share counts plainly to a broker who has never held equity before.