AI Accelerator Cohort Announced, £1.5bn Green AI Deal, Ada Festival and Women-Led Business Exits
Plus we deep dive into exit-only share incentives.
Here's your Campfire for the 22nd of September, 2025.
💼 This issue of Campfire is sponsored by Shepherd and Wedderburn's initiative to supercharge start-ups and scale-ups. Be sure to follow the Start to Scale LinkedIn page for useful videos and posts designed to help founders.
🌊 Updates
🤖 Twelve AI start-ups have joined the University of Edinburgh’s AI Accelerator, a six-month programme supporting scale-up strategies and investor connections. This year’s cohort includes Transdermal Diagnostics, CircKit, LastingAsset, BEAT, CanSense, Danu Insights, ivvi, Level E, Mantis Geophysics, &Volume, Protostars and Qinara. TS DG IN
👩🦰 Women-led businesses recorded £5.23bn in exits in 2024, nearly matching male-led firms, per JP Morgan’s Top 200 Women-Powered Business report. It marks one of the closest value splits on record. More info here. SIFT DGT
🌱 Glasgow-based DataVita (Green data-centre/hosting) has partnered with US “hyperscaler” AI cloud platform CoreWeave, on a £1.5bn investment in AI infrastructure. The project will be “one of the UK’s most carbon-efficient AI deployments, powered by renewables and using closed-loop cooling to minimise water use”. FS DGT
🎉 The Ada Scotland Festival (29 Sept–10 Oct) returns for its sixth year, running 20+ events across Dundee, Edinburgh, Inverness, Aberdeen and beyond to tackle Scotland’s gender gap in computing. The festival offers game jams, robotics, coding workshops, and career sessions aimed at inspiring girls, young women, and non-binary students into tech. More info here. DGT
🏆 Danae Shell, founder of Edinburgh legaltech Valla, has been awarded a Purple Plaque by Innovate UK at Napier University, recognising her role in innovation and entrepreneurship. Congrats Danae! DGT
🛰️ Glasgow City Council has published a spotlight report on the city’s Space Tech Cluster, the second in its Why Glasgow? series. Report video here.
🎮 Ukie has launched Interactive Entertainment Scotland (IES), a new trade body representing the Scottish games sector. DGT
📣 Asks & Offers
🚨 Start to Scale by Shepherd and Wedderburn is offering eligible subscribers of Campfire exclusive access to their ‘Start to Scale Hub’ which helps companies create template legal agreements in minutes for free. To learn more and request access click here.
🤖 Edinburgh-based Lumi Studio created some AI powered tools to help product folks make better decisions, and are looking for feedback on how to make it better. Check it out here.
👭 Interested in connecting with possible co-founders? Fill in your listing on Cofounder Curious today! Connect with others for possible cofounder matching here.
👷Are you hiring? Send us a blurb and we’ll include it in the next newsletter!
✍️ Want to write something for Campfire? Have an opinion you'd like to share? get in touch!
📅 Deadlines
👩💼 Applications are now open for the next Women to Women (W2W) Programme, launching Q4 2025–Q1 2026 in Scotland. Open to female founders seeking investment and women exploring angel investing. APPLY HERE
♻️ Edinburgh’s Greentech Futures applications close 22 Sept, backing founders tackling climate and environmental challenges with peer support, tools, and founder spotlights to help scale sustainable solutions. APPLY HERE
Vesting and Exit Only Options
By Robert Gelb in partnership with Shepherd and Wedderburn
Last time, we dug into the basics of good leaver vs bad leaver. This time, I’m sitting down with Rodger and Gavin (both Partners in Shepherd and Wedderburn’s Employee Share Schemes practice) to geek out talk about how good leaver/bad leaver interacts with two other common subjects when it comes to share incentives: vesting and exit-only incentive strategies.
Vesting
Just a quick reminder: vesting is where a number of options are earned out over a period of time. For example, if you’re awarded 20 share options, vesting over a two-year period, you might get 10 share options after year one, and the remaining after year two. Historically, this has been one of the more popular and simple methods of awarding options based on the incentive to stay with a company.
What happens when you vest those options, however, is another matter. Does the employee get to hold the option forever? Do they need to take action on the option over a period of time? Alternatively, if they leave the business, and they have not exercised that option, what happens?
It’s common for companies to utilise good leaver/bad leaver provisions to help establish policy and processes to deal with questions like these. For example, there might be different ways that leadership team members are dealt with vs general staff. There are different levers available to the leadership team to ensure that any options that are live have to be exercised within a period of time, otherwise they will lapse. This can be good for the company because it relies on team members to actively exercise the option (i.e. pay for it). Consequently, this can be difficult for employees who might not be in a position to purchase the shares, even at a vastly discounted rate.
“We see all kinds of setups,” Gavin says. “We have examples where basically everybody is a bad leaver and loses their options unless the board deems otherwise. And then someone new comes in and says, ‘that's not attractive to me, I want to agree a different deal.’ And you effectively have a side letter with them pre-agreeing the exercise of that discretion. One of the benefits of good leaver/bad leaver is that it helps get people into a couple of buckets rather than having 40 different types of leaver provisions in operation.”
Enter the ‘Exit-only’ option
An exit-only share option is an option to purchase a share that only comes into play if and when the company exits (for example, if they are acquired). This means a few things. For the company, the cap table stays clean in the interim, and you don’t have to spend money and time issuing new shares. For the employee, they don’t have to put up their own money to exercise an option and hold a share that may or may not result in an exit.
Just like with normal vesting of share options, there are a few questions that founders should ask themselves when setting up exit-only share incentive schemes. Does the employee have to stay at the company until the exit in order to exercise their options? What happens if an employee leaves? Do the exit-only options expire after a certain amount of time?
Using good leaver/bad leaver provisions likewise can help in differentiating scenarios, as well as writing in a degree of discretion by the board for exceptional circumstances. It’s common for founders to simplify exit-only to mean you need to stay with the business until exit in order to get any benefit of shares. This might sound simple, but can throw up some questions. As Rodger says, “If a founder tells us ‘I want an absolutely hard-wired, exit-only plan, and don't want any exceptions. You have to be there to the end’, we always ask them to think very carefully before proceeding. What if you have an absolutely trusted right-hand woman or man that suddenly has a family tragedy or emergency a month before the exit and has to leave. You’re most likely going to come back to us and say, ‘I want that person to be able to retain their option because they've put in so much graft, it is only fair that they participate.’ And while we might be able to do that, all of the EMI tax treatment might have to be completely scrapped.” Gavin adds, “Certainly for EMI, you have to set it out in advance. If you want discretions, you have to build them in from the beginning, even if you don't think you're going to need to use them.”
Questions to ask
There are of course complexities and additional questions worth considering. Rodger illustrates this with an example: “Let’s say you have a vesting period, and somebody retires after two years, and 75% of their options have vested. If they’re a good leaver in this scheme, the company might have said that they can keep what has vested because that's what the person has earned. That's fine, and relatively common. The follow-up question however that often founders don’t realise to ask themselves is, what does that mean in terms of their ability to exercise?”
“You’re effectively saying that if you’re a good leaver, you have some vested options, and have the ability to exercise them there and then. When an exercise of options happens, there are certain consequences for both the employee and the business. First, they have to pay the exercise price, and because the company is likely not in a place to take advantage of any secondary markets, that could be costly, and not many people have surplus cash lying around. For the company, that destroys the exit-only status of the plan, which loses you the benefits of exit-only, which is largely to do with simplicity and avoiding a massive increase in your shareholder register.
“So then, one might think it’s fair to allow the person to keep their vested options until an exit. Again, that’s fine, however you have to recognise that if someone, say, works for a year or two, and the exit doesn’t happen for another eight years, are we really saying that that individual has made a contribution to the business which is worthy of participating in the exit? If yes, that’s fine, however you are effectively locking in part of your options pool for that individual, which means you are less able to grant options to their replacements, for example.”
“One of the hybrid designs that I quite like,” Rodger says, “is recognising that if you are a good leaver, you are able to retain the vested portion of your award as long as an exit happens within, say, 12 months. That’s an example of a reasonable nexus between that exit and the individual's participation in the business. Setting up an exit-only option that lapses after a period away from the business is a good compromise.”
There’s also a common concern that people have when it comes to EMI benefits after a disqualifying event like leaving the business. Gavin highlights this confusion, “A lot of people think that once you have a disqualifying event, you lose all the EMI active benefits, but that's not the case. If a company grows in value between the option being granted and the person leaving, and then the company grows in value further between the time the person leaves and the business eventually being sold, then between A and B, that’s capital gains tax and you've still got your growth in value from grant to date of leaving.
“But it's the growth in value from when you leave to the exit, or effectively when the option is exercised, which goes back into the income tax regime. So, you still get an element of benefit, which is why you want to have the discretion in there so that you don't lose all that element of benefit.”
There’s no one way to set up a share option scheme, and the way in which you choose to establish one will depend on not only your goals for the business, but the balance of fairness, control, and incentive you need to attract and retain talent. Luckily, both Rodger and Gavin have experienced many different permutations of share option schemes. They’ve seen how different ones have worked for different companies. “We try to keep things simple,” Rodger says, “but understanding the potential consequences and complexities of decisions helps make sure the setup is both simple, and fit for what the founder is trying to build.”
This is part two in a three-part series diving into more specific areas of share-option schemes (you can read part one about the basics of good/bad leaver here). Next time, we’ll look at how the system in the UK differs from the US, and how founders who are looking to build internationally ambitious companies can think about their approach to share incentives that works well for both geographies.
In the meantime, you can learn more about Rodger and Gavin here, and get in touch with them and their team at Shepherd and Wedderburn regardless of what stage you’re in.
📅 Events
💻 22/09, 12:00, 🗺️ ONLINE: Techscaler x NHS Innovation Hubs Webinar, An introduction to NHS Scotland's three Innovation Hubs, how they work and ways to engage. MORE INFO
🌞 23/09, 17:00 🗺️ Edinburgh: Good Ideas Class Showcase Meet the next generation of entrepreneurs and changemakers as they launch bold new ideas to create a fairer, greener and more inclusive world, starting right here in Scotland. MORE INFO
🏗️ 23/09 -25/09, 🗺️ Hilton Glasgow: APACT Conference
Organised by CPACT, the APACT conference brings together experts in process analytics and control to share innovations, research, and industry applications. The three-day event offers technical sessions, networking, and insights into the latest developments in process technology. MORE INFO
⭐️ 24/09, 🗺️ Glasgow: Innovators, rebels, misfits and dreamers! Join us at F*ckUp Nights Glasgow to laugh, learn, and embrace the beauty of mistakes – because failure is simply a stepping stone on the journey to success. There will be tons of networking, good vibes, and the best company around! MORE INFO
💰 24/09, 09:00 🗺️ Edinburgh: Fintech Summit 2025 brings together Scotland’s financial technology community to discuss innovation, regulation, investment, and the future of financial services. MORE INFO
💸 24/09, 19:00 🗺️ Edinburgh: DIGIT’s 5th annual Scottish Financial Technology Awards celebrates achievements across Scotland’s fintech ecosystem, with categories recognising outstanding individuals and organisations. MORE INFO
👩🏭 25/09, 10:30, 🗺️ Glasgow: Co-Work Club Glasgow. Free if you download the Swurf app MORE INFO
♻️ 30/09, 09:00, 🗺️ Edinburgh: Greentech Meetup: September Edition, Join our monthly meetup where we bring the Edinburgh Greentech community together for a learning session, networking & a spot of breakfast MORE INFO
👩🏭 26/09, 08:30, 🗺️ Edinburgh: Coworking Open Day Drop in to try out the space for the day, or take a tour of the space. MORE INFO
👩💻 29/09–10/10 🗺️ Scotland: Ada Scotland Festival returns with events across the country to tackle the gender gap in computing, inspiring young people and building a more diverse future tech workforce. MORE INFO
🗂️ 30/09, 09:00, 🗺️ Inverness: Scale Your Service Business With Tech - Inverness: A half-day session at WASPS Inverness Creative Academy for service-based businesses seeking to grow through technology. MORE INFO
👩🏭 30/09, 10:00, 🗺️ Edinburgh: Co-Work Club Edinburgh Free if you download the Swurf app MORE INFO
☕️ Unfiltered Series: Open to everyone, join CodeBase to connect with members of the local tech community. Come for a coffee, networking, & build connections!
☕ 01/10, 08:30 🗺️ Aberdeen: MORE INFO
☕ 01/10, 08:30 🗺️ Edinburgh: MORE INFO
☕ 02/10, 09:00 🗺️ Glasgow: MORE INFO
☕ 02/10, 09:00 🗺️ Dundee: MORE INFO
☕ 07/10, 09:00 🗺️ Inverness: MORE INFO
☕ 07/10, 09:00 🗺️ Stirling: MORE INFO
☕ 07/10, 09:00 🗺️ Dumfries: MORE INFO
👩🦰 07/10, 09:30, 🗺️ Glasgow: Female Founder Co-Working Club - October Stay inspired, motivated and connected throughout 2025 with the Female Founder Co-Working Club at Glasgow Eagle Labs MORE INFO
💻 07/10, 17:30, 🗺️ Edinburgh: Tech Meetup Edinburgh is a monthly gathering for Scotland’s tech community to connect, share ideas, and hear short talks on tech projects and topics. MORE INFO
⛓️💥 08/10, 17:00, 🗺️ Edinburgh: Blockchain Scotland Meetup Monthly Blockchain Scotland Meetup at the Bayes Centre in Edinburgh. MORE INFO
💲 09/10, 09:00, 🗺️ Edinburgh: Get Investor Ready - Power Up Your Business for Growth Get practical tips and strategies to attract investors and accelerate growth—whether you’re starting out or scaling up. MORE INFO
🤖 09/10, 18:00, 🗺️ Aberdeen: AI Builders - Aberdeen Mini Sprint #1, Aberdeen hosts its first AI Builders Mini Sprint, a hands-on evening to explore, experiment, and build with AI tools. MORE INFO
🎮 14/10 - 16/10, 18:00, 🗺️ TBD: SGDA presents: Games Talks Live SAVE THE DATE! More information to be announced soon. MORE INFO
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That’s all for this week - have a great one!
Team 🔥 Campfire