How to Negotiate Equity in a Job Offer
Most candidates negotiate the base salary and accept the equity exactly as offered — usually because equity is the part of the offer they understand least. Recruiters know this. It's why the equity line often has more give than the salary line: fewer people push on it, and the company isn't spending cash when it moves.
You don't need a finance degree to negotiate equity well. You need to know what type of equity you're being offered, the handful of questions that reveal what it's actually worth, and which parts of the grant are genuinely movable. This guide covers all three, with the exact scripts to use.
First: know what type of equity you're being offered
"Equity" on an offer letter means one of a few very different things, and the negotiation changes depending on which one you're looking at.
| Type | What it is | Where you'll see it |
|---|---|---|
| RSUs (restricted stock units) | Actual shares delivered to you on a vesting schedule. You pay nothing for them; they're taxed as income when they vest. | Public companies and late-stage private companies |
| ISOs (incentive stock options) | The right to buy shares later at a fixed "strike" price, with favorable tax treatment if you follow the holding rules. | Early- and mid-stage startups (employees only) |
| NSOs (non-qualified stock options) | Options without the ISO tax advantages; taxed as income on the spread when you exercise. | Startups (above ISO limits), contractors, advisors |
| ESPP (employee stock purchase plan) | The ability to buy company stock at a discount through payroll deductions. | Public companies; a benefit, not part of your grant, and rarely negotiable |
The distinction that matters most: RSUs are worth something as long as the stock is worth anything. Options are only worth the gap between the share price and your strike price — if the company never grows past your strike, options are worth zero. That's why a $100,000 RSU grant at a public company and "$100,000 worth of options" at a seed-stage startup are not remotely the same offer, even though they read the same in an email.
The questions to ask before you counter
You can't negotiate a number you can't evaluate. Before you respond to the equity portion of an offer, get answers to these — every one of them is a normal, expected question that equity-savvy candidates ask, and hesitation to answer is itself information:
- How many shares, out of how many fully diluted shares? A share count alone is meaningless. 50,000 shares of a company with 10 million shares outstanding is 0.5%; the same count against 500 million shares is a rounding error. Ownership percentage is the number that matters at a private company.
- What's the strike price, and what was the preferred price in the last funding round? The strike is what you'd pay per share (set by the company's 409A valuation); the preferred price is what investors most recently paid. The gap between them is a rough, optimistic ceiling on your current paper gain.
- What's the vesting schedule and cliff? Four years with a one-year cliff is standard: nothing vests until month 12, then the rest monthly or quarterly. Some companies back-load vesting (for example 5/15/40/40 by year) — a back-loaded schedule is worth meaningfully less if you leave early, so ask for the year-by-year breakdown, not just "four years."
- What happens when I leave — how long do I have to exercise? The standard post-departure exercise window is 90 days. Leave a private company, and you may need tens of thousands of dollars in cash (plus a tax bill) within three months to keep options you spent years earning. Some companies now offer 5–10 year windows. This single term can matter more than the grant size.
- If the grant is stated in dollars, what share price converts it to shares? Late-stage companies love dollar-denominated grants. Ask whether that dollar figure is based on the preferred price or a discounted common-share value — the difference changes how many shares you actually get.
- Are there refresh grants? A generous initial grant with no refresh policy means your compensation quietly falls off a cliff in year four. Companies with healthy refresh programs will say so plainly.
- What happens in an acquisition? "Single trigger" acceleration vests your equity when the company is acquired; "double trigger" (the common one) vests it only if you're also let go after the acquisition. Worth knowing before you weight the equity heavily.
- When was the last funding round, and what's the runway? You're not owed the company's financials, but a startup asking you to take equity in place of salary should be willing to talk about its funding stage and how long its cash lasts.
How to put a realistic value on the grant
Public-company RSUs: divide the grant value by the vesting years and treat it as annual compensation. A $200,000 grant over four years is roughly $50,000 a year — real money you can sell as it vests, though the share price will move. RSUs are close enough to cash that you can compare them across offers almost directly.
Private-company options: discount aggressively. The honest math is: (realistic future share value − strike price) × number of shares × the probability the company ever exits at that value — and that last factor is the one recruiters never mention. Most startups return nothing to common shareholders. A useful rule: decide whether you'd take this job at this salary if the equity turned out to be worth zero. If the answer is no, negotiate the cash until the answer is yes, and treat the equity as upside.
Watch for dilution. Every future funding round shrinks your percentage. A 0.5% stake today is not 0.5% at exit — two or three rounds can easily cut it in half. This is normal, but it belongs in your math.
If you're comparing a cash-heavy offer against an equity-heavy one, our guide on how to choose between job offers walks through the side-by-side; the short version is that guaranteed dollars and lottery-ticket dollars don't belong in the same column.
What's actually negotiable (and what isn't)
| Term | How negotiable |
|---|---|
| Grant size (shares or dollar value) | The most negotiable term. Grants have bands per level with real room, especially near the top of a band or when you're borderline between levels. |
| One-time sign-on grant | Very negotiable, especially at public companies — the standard tool to offset unvested equity you'd forfeit by leaving your current job. |
| Extended post-departure exercise window | Increasingly granted when asked, because it costs the company almost nothing today. (Extending past 90 days converts ISOs to NSOs — usually still worth it.) |
| Early exercise | Sometimes available at early-stage startups if you ask; lets you buy shares before they vest and start the tax clock early. |
| Vesting schedule / cliff | Occasionally. Standard schedules are sticky, but a first-vest at 6 months or quarterly instead of annual vesting does get granted, particularly for senior hires. |
| Equity-for-salary mix | Startups will often shift the ratio in either direction — more equity for less cash, or the reverse. |
| Strike price | Not negotiable. It's set by the 409A valuation; a company that offers to discount it is creating a tax problem, not doing you a favor. |
Everything else about the negotiation follows the same rules as the rest of the offer — one specific ask, made with enthusiasm, after the full offer is in writing. Our guide on how to negotiate a job offer covers that sequencing; equity is one lever in it, not a separate war.
Scripts that work
Getting the numbers you need (before any counter):
Thank you again for the offer — I'm excited about the role. To evaluate the equity portion properly, could you share a few details: the number of shares and the current fully diluted share count, the strike price and the preferred price from the last round, the vesting schedule year by year, and the post-departure exercise window? Standard questions, I just want to compare apples to apples.
Countering the grant size:
Hi [Name], I've reviewed the full package and I'm close to a yes. Based on the level of this role and what comparable companies are offering for it, I was hoping we could bring the equity grant to [target number of shares / $X]. If we can get there, I'm ready to sign.
Asking for a sign-on grant to offset equity you're walking away from:
One factor in my decision: I have [$X] in unvested equity at my current company that I'd be forfeiting, with [$Y] of that vesting in the next 12 months. Would you be able to offset that with a one-time sign-on grant or bonus? That would remove the biggest cost of making this move.
Trading between salary and equity:
I understand base is capped at [$X] for this band. Would you be open to adjusting the mix instead — either additional equity in exchange for where base landed, or a smaller grant in exchange for more cash? I'm flexible on the ratio; I want the total to reflect the scope of the role.
Asking for an extended exercise window:
The offer looks great. One term I'd like to ask about: the 90-day post-departure exercise window. Would the company consider extending that to [5 years / 10 years]? It doesn't change the grant itself, and it means I'd never be forced to walk away from vested options for cash-flow reasons.
If you're not in tech (or the company doesn't offer equity)
Equity-heavy offers are concentrated in tech and venture-backed startups, but the same negotiation shows up elsewhere under different names: profit-sharing plans, phantom stock, stock appreciation rights, or a percentage-based annual bonus. The playbook is identical — ask how it's calculated, when it pays out, what happens if you leave mid-cycle, and whether the target percentage is negotiable. If the company offers no long-term incentive at all, shift the same energy to the levers that do exist: a sign-on bonus, a higher base, or a written commitment to an earlier compensation review. A well-run negotiation isn't about which lever you pull; it's about pulling the one with the most give. Our salary negotiation email templates cover the wording for each of those asks.
Mistakes to avoid
- Valuing options at the headline number. "Your options could be worth $2 million at exit" is a pitch, not compensation. Run the math with a strike price, dilution, and a realistic probability of exit.
- Negotiating share count without the denominator. More shares of a bigger pie can be a smaller stake. Always anchor on percentage or dollar value, never raw count.
- Ignoring the exercise window until you resign. The 90-day window is the term most likely to actually cost you money, and the moment to fix it is before you sign, not the week you quit.
- Trading salary you need for equity you can't afford to lose. If the equity going to zero would break your budget, you've taken too little cash — full stop.
- Accepting before the grant is in writing. Equity grants typically require board approval after you start, so make sure the share count or dollar value, vesting schedule, and any special terms appear in the offer letter itself. A verbal "around fifty thousand shares" is not a grant.
The bottom line
Equity is the least-negotiated part of most offers for the worst reason: confusion. Ask the eight questions, convert the grant into a realistic annual value, and then negotiate it like any other term — one specific, warm, well-reasoned ask. Push on grant size and a sign-on top-up first, ask for the extended exercise window because it's cheap for them and valuable for you, and never let speculative shares substitute for cash you actually need. If you need a few days to run this analysis properly, that's normal — here's how to ask for more time on an offer without losing goodwill.
Once the numbers are settled, close it cleanly: our guide on how to accept a job offer covers confirming every negotiated term in writing — including the equity — before you resign from anything.
FAQ
Can you negotiate equity at a public company?
Yes, and it is often the most flexible part of the offer. Public-company RSU grants usually have wide bands within each level, and recruiters can also add a one-time sign-on grant to offset unvested equity you would forfeit by leaving your current employer. Bring the dollar value of what you are walking away from and ask them to match it.
Is it better to negotiate salary or equity?
Negotiate base salary first if you depend on every paycheck, because base is guaranteed and compounds into raises and bonuses. Push on equity when base is capped by a band, when the company is cash-poor but equity-rich, or when the grant is liquid (public RSUs) and effectively works like deferred cash. Treat private-company equity as upside, not as money you can spend.
What if the company says the equity grant is fixed for my level?
Bands are real, but they have ranges, and one-time grants often live outside them. Ask whether there is room within the band for your level, whether a sign-on grant is possible, or whether they can revisit equity at your first review in writing. If none of that moves, pivot to base, a signing bonus, or an earlier review instead.
Can my equity end up being worth nothing?
Yes. Private-company stock options are worth something only if the company exits above your strike price, and most startups never do. RSUs at a public company are safer because they convert to real shares you can sell, though the price still moves. This is exactly why you should never trade guaranteed salary you need for speculative equity you cannot afford to lose.