For venture capital professionals
Carry, GP commit, and cross-fund economics are genuinely complex. Your prenup should account for all of it.
VC compensation is structured unlike almost any other profession: wealth is tied up across multiple fund vintages, vests over a decade, and only becomes liquid as portfolio companies exit. A prenup that does not account for how fund economics actually work may miss key parts of your financial picture.
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VC compensation in a prenup
A guide to how each piece of fund economics shows up in a prenuptial agreement
Each component of VC compensation has its own timing, liquidity profile, and prenup considerations. Here is what your attorney needs to understand about each one.
Carried interest
What it is
The share of fund profits allocated to the investment team, typically 20% of gains above a preferred return hurdle. Carry is granted when you join a fund, vests over time (often 3 to 5 years), and generates cash distributions only as portfolio companies exit over a fund life of 7 to 12 years.
Prenup relevance
The key questions are: when was carry granted relative to the marriage, what portion has vested, and how are future distributions treated? Because carry can be granted years before it produces income, the timing analysis is more complex than typical equity compensation.
GP commitment
What it is
Partners typically invest personal capital alongside limited partners, often 1% to 5% of the fund size. This commitment is drawn down over the investment period (usually 3 to 5 years) and returned with gains or losses as the fund matures. It represents a personal asset with uncertain timing of return.
Prenup relevance
GP commit is personal capital tied up for a decade or more. A prenup can address whether the commitment itself (and its eventual return) is treated as pre-marital or marital depending on when the capital was called and deployed.
Management company ownership
What it is
Senior partners may own equity in the management company that collects annual management fees (typically 2% of committed capital). This is a distinct asset from fund carry. It generates predictable annual income and may appreciate if the firm grows its assets under management.
Prenup relevance
Management company equity is closer to business ownership than deferred compensation. It generates ongoing income, has potential resale value, and may vest or be subject to buyback provisions. Your attorney can help you address it as a separate asset class from carry.
Co-investments and SPVs
What it is
Many VC professionals have rights to invest alongside their fund in specific deals, often with no management fee or carry. These co-investments may be structured as special purpose vehicles (SPVs) and are typically separate from fund economics.
Prenup relevance
Co-investments made during the marriage with personal funds may be treated differently than those made before. A prenup can address both existing co-investment positions and a framework for future ones.
Portfolio company board seats and advisory equity
What it is
VC professionals often serve on boards of portfolio companies and may receive personal advisory grants or board observer compensation separate from the fund. These vest on their own schedules and are held individually, not through the fund.
Prenup relevance
Advisory shares are personal equity grants that operate independently from fund economics. They vest, may be exercisable, and could become liquid at different times than your carry. Each position may need to be addressed separately.
Cross-fund economics
What it is
A partner at a VC firm typically has carry positions across multiple fund vintages simultaneously. Fund I may be distributing while Fund III is still investing. Each fund has its own timeline, carry percentage, and profit hurdle.
Prenup relevance
A prenup can be structured to address carry from current and future funds without needing to be updated every time your firm raises. The framework can account for the reality that new fund positions will be granted during the marriage.
How Neptune handles it
An intake designed for fund-level compensation
Carry across multiple funds
Neptune's intake asks about each fund position separately: grant date, vesting schedule, current mark, and distribution history. You enter the picture once, and both attorneys receive a clear summary.
GP commitment and management company
The intake covers personal capital commitments, management company ownership stakes, and any co-investment positions. These are treated as distinct asset classes from fund carry.
Two independent attorneys
Each partner gets connected with a separate, licensed attorney for a free consultation. The attorneys in Neptune's network are experienced with high-value prenups involving illiquid, long-duration assets.
Transparent pricing
One flat fee. No hourly billing.
Neptune charges a single flat fee that covers both attorneys. No surprises regardless of how many fund positions, co-investments, or entity structures you need to address.
Start your prenup$5,000
per couple, total
Rush pricing when the wedding is within 45 days.
Resources
Further reading for VC professionals
Vesting and deferred compensation in prenups
How vesting equity and deferred compensation are addressed in prenuptial agreements, including carried interest parallels.
Read the guidePrenup and estate plan costs by state
A comparison of prenup costs across different states and approaches, including flat-fee versus hourly billing models.
Read the guideCommon questions from VC professionals
Can a prenup address carry from funds that have not been raised yet?
Yes. A prenup can be structured with a framework for how future fund carry is treated, so it does not need to be updated every time your firm raises a new vehicle. Your attorney can help you describe a principle that applies across fund vintages.
How is unvested carry treated differently from vested carry?
Carry that has vested but not yet produced distributions is in a different position than carry that has not yet vested. Rules differ by state, and your attorney can review what applies where you live. A prenup can distinguish between vested, unvested, and distributed carry.
My partner does not understand fund economics. Will the process help?
Neptune's guided intake helps both partners understand the financial picture. Each partner also gets their own attorney who can explain how carried interest, fund commitments, and management company ownership work in plain language during their independent consultation.
What about clawback provisions on carry I have already received?
Some fund agreements include clawback provisions that could require returning carry distributions if the fund underperforms over its full life. A prenup can address how potential clawback obligations are handled if distributions have already been received.
How long does the process take?
When both partners use Neptune attorneys, turnaround is typically around 3 to 4 weeks. Complex fund structures or multiple fund positions may require additional time for your attorney to review the full picture.