Negotiating Equity in a Job Offer

How to evaluate, negotiate, and ask the right questions about equity compensation — the part of the offer most candidates accept without negotiating because they don't know what to ask.

Equity negotiation is the process of evaluating and negotiating the stock, options, or other equity-based compensation in a job offer. Equity is frequently under-negotiated compared to base salary — partly because it's harder to value, partly because candidates don't know what's negotiable, and partly because recruiters are often better at presenting equity as a fixed component of the offer. In reality, equity is typically among the most negotiable parts of a compensation package, particularly at private companies where precise valuations are less publicly anchored and the option pool gives the company flexibility to make larger or smaller grants.

Evaluating equity starts with understanding what type you're receiving (RSUs vs. stock options), what it's worth today, what the vesting schedule looks like, what the realistic exit scenarios are for private companies, and how the equity fits into total compensation. For RSUs at public companies, the math is straightforward: number of shares × current stock price gives you a current value, with the caveat that the stock price at vesting (not grant) is what you'll actually receive. For options at private companies, valuation is more complex and requires understanding the current 409A value, the most recent funding round price, the liquidation preference stack, and realistic exit scenarios — all information you need to request from the company.

When negotiating equity, the approach that works best is to treat it as one component of total compensation and negotiate the whole package together rather than sequentially. Get a complete picture — base salary, bonus, equity, benefits — before negotiating any element. Then prioritize: if you're bullish on the company's trajectory, front-loading negotiating effort on equity (more shares, better vesting terms, acceleration clauses) may deliver more value than pushing on base. If you're uncertain about the company's exit potential, base salary is a bird in hand. For senior candidates, negotiating specific equity terms — vesting cliff, double-trigger acceleration, post-termination exercise window — is as important as negotiating the grant size.

What to Ask When Evaluating an Equity Offer

  • What type of equity is it? RSUs (time-vested shares) vs. options (the right to buy at a strike price) have very different tax and financial profiles.
  • What is the total fully diluted share count? Makes your grant percentage calculable — the only way to compare across companies.
  • What is the 409A valuation (for options)? This determines your strike price and the spread between what you pay and what you'd receive in an exit.
  • What was the price per share in the most recent funding round? Gives a reference for current 'paper' value of your grant.
  • What is the vesting schedule? Standard is 4 years with a 1-year cliff, but it varies.
  • Is there a post-termination exercise window? If you leave, how long do you have to exercise options before they expire? 90 days is standard but some companies offer 5–10 years.
  • Is there double-trigger acceleration? If the company is acquired and you're terminated, does unvested equity accelerate?
  • What is the equity refresh policy? Will you receive additional grants over time based on performance or tenure?

How to Actually Ask for More Equity

The framing that works best when asking for more equity is the same one that works for salary: anchor on the value gap rather than an arbitrary number, and connect it to your research. 'Based on my research into comparable roles at companies at this stage, and the responsibilities of this role, I was expecting equity in the range of X%. The current offer is at Y%. Is there flexibility to close that gap?' This framing is professional, data-anchored, and gives the employer a path to say yes. For private companies where the percentage is the most meaningful metric, always convert the number of shares to a percentage of fully diluted before negotiating — asking for 'more shares' without anchoring on percentage is like asking for a salary raise without knowing the current salary. Equity refreshes — additional grants based on performance, tenure, or role expansion — are also worth discussing explicitly, particularly at later-stage companies where the initial grant may be smaller than at early-stage.

Example

A senior engineer receives an offer from a Series B startup: $175K salary, 0.4% equity (40,000 options on a 10M fully diluted share count), 4-year vest, 1-year cliff. She researches comparable roles at Series B companies and finds a 0.6–0.8% range for senior engineers at similar stages. She counters: 'I'm very excited about the role and the team. On equity, I've been benchmarking against Series B companies at similar stages and I'm seeing senior engineer grants in the 0.6–0.8% range. Could we get the grant to 0.6%?' The company meets her at 0.55% — 55,000 options instead of 40,000. The difference, at a $200M exit, is approximately $300,000 before taxes.