How to Negotiate Equity and RSUs in Your Job Offer

Salary Buys Your Year. Equity Builds Your Decade.

Most candidates focus negotiation on base salary because base is the number they understand best. Equity is often left untouched because it feels confusing, illiquid, and uncertain.

That is exactly why it is negotiable. Recruiters know most candidates will not push on equity, so the equity offer is often the softest part of the package. Push thoughtfully and you can move the equity number by 25 to 100 percent at many companies, especially at the senior IC and manager level.

This guide walks through how to read an equity grant, how to evaluate what it is actually worth, and how to negotiate it without sounding like you do not know what you are talking about.

Step 1: Understand What You Are Being Offered

Before you can negotiate, you have to know what is on the table. There are three main equity instruments and each works differently.

RSUs (Restricted Stock Units): Most common at public companies and late-stage privates. You are granted a number of shares that vest over time. Once vested, the shares are yours, taxed as ordinary income at vest. At a public company you can sell them immediately. At a private company you usually cannot.

Stock Options (ISOs or NSOs): Common at startups. You get the right to purchase shares at a fixed strike price for a set time after they vest. They are valuable only if the company's stock is worth more than your strike price. Options come with tax complexity, especially around the exercise date.

Performance-based RSUs (PSUs): Used at some public companies for senior roles. The grant vests only if the company hits certain performance targets. Treat these as worth materially less than time-based RSUs in your evaluation.

Ask the recruiter for the grant document in writing. Read the vesting schedule, the cliff, the strike price (if options), and the post-termination exercise window.

Step 2: Translate the Grant Into a Real Number

An equity grant by itself means nothing. You have to convert it to a number you can compare to other offers.

For public-company RSUs, the math is simple: shares times current stock price divided by vesting period. A 4-year grant of 1,000 shares at $200 per share is worth $50,000 per year if vested evenly, less if there is a cliff or back-loading.

For private-company RSUs, multiply by the most recent 409A valuation, not the marketing valuation. If a company says "we just raised at a $5 billion valuation," that is the preferred share price. The common shares you are getting are worth less. Ask: "What was the most recent 409A valuation?" If they will not share it, ask for the strike price (for options) or the share price at last grant.

For startup options, calculate two numbers. First, the "if it works" upside: shares times projected future share price minus strike price times shares. Second, the realistic case: shares times current 409A price minus strike price, which is often near zero on hire.

Compare offers using annualized vested value, not total grant value. A $400K, 4-year grant is $100K per year if it vests evenly. A $300K, 3-year grant is the same.

Step 3: Understand the Vesting Schedule

The standard vesting schedule is 4 years with a 1-year cliff. You get nothing if you leave before year 1, then 25 percent at month 12, then monthly or quarterly thereafter.

Many companies are moving to back-loaded schedules. Amazon famously vests 5/15/40/40, which means you get only 20 percent in your first two years. If you are negotiating with a company that back-loads, that is a major negotiation point.

Other vesting variations to ask about:

Refresh grants: At what tenure do you receive an additional equity grant, and roughly what size? Refreshers are how senior employees keep their equity ramp healthy. Get this in writing if you can.

Sign-on equity: Some companies will offer a one-time equity sign-on in addition to the standard grant. This is the most negotiable piece of the package.

Acceleration on change of control: If the company is acquired, do your shares vest faster? Single-trigger acceleration is rare. Double-trigger (acceleration only if you are also terminated) is more common but worth asking about for senior roles.

Step 4: Know What to Push On

Not every part of the equity offer is equally negotiable. Push on the parts where recruiters have authority.

Most negotiable: Total grant size, sign-on equity, and acceleration provisions. Recruiters often have a range and offer the middle by default.

Moderately negotiable: Refresh grant timing, performance targets for PSUs.

Rarely negotiable: Strike price (set by 409A), standard vesting schedule (set by company policy), tax treatment.

If a company will not move on base salary because it is "out of band," the equity grant is usually where the flexibility lives. Ask: "If base is fixed, can we look at increasing the equity grant to close the gap?"

Step 5: The Equity Negotiation Script

The way you ask matters. Here is the structure that works.

"Thank you for the offer. I am genuinely excited about the role and the team. I have done the math on the total comp package, and I want to talk about the equity component. Based on what I am hearing from peers in similar roles at similar-stage companies, the equity grant looks light by about [X] percent. Is there room to revisit the grant size, or alternatively to add a sign-on equity component?"

A few principles:

Lead with enthusiasm. Negotiation is not adversarial if you frame it correctly.

Anchor with market data. "Peers in similar roles at similar-stage companies" is the right frame. If you have specific numbers from levels.fyi, Comprehensive, or your network, use them, but cite them as "what I am seeing in market data" not "I have a competing offer from X."

Offer two paths. Recruiters love optionality. Give them a way to say yes.

Get the answer in writing. After any verbal change, ask for an updated written offer.

Step 6: Evaluate Equity Realistically

The biggest mistake job seekers make is overvaluing private-company equity. Some honest framing:

Most startup equity is worth zero. The base rate is brutal. Build your decision on the salary plus health benefits, and treat equity as an option on the upside.

Public-company RSUs are real money, but stock prices move. A $400K grant at signing can be a $250K grant two years later if the stock drops. Build your budget around the salary, not the projected RSU value.

Refreshers matter more than the initial grant. A company that refreshes aggressively can outperform a competitor with a bigger initial grant if you stay for 4+ years.

Liquidity matters. A $500K paper grant at a private company is not the same as $500K at a public company. Discount accordingly.

Step 7: The Tax Conversation You Need to Have

This is the part most candidates ignore until it is too late.

RSUs are taxed as ordinary income at vest. If you receive $100K of RSUs in a year, that is $100K of income on top of your salary, and the company will usually withhold at the supplemental rate (22 percent federal, often less than your actual marginal rate). You can owe more at tax time.

ISOs can trigger the alternative minimum tax (AMT) when you exercise. Talk to a CPA before exercising any meaningful number of options.

83(b) elections for startup equity must be filed within 30 days of grant or you lose the benefit forever. If you are joining a very early-stage company and receiving restricted stock (not options or RSUs), ask your tax advisor about 83(b) immediately.

None of this is legal or tax advice. Talk to a real CPA before making any decisions on equity exercise or filings.

What to Do If the Company Will Not Negotiate

Some companies have rigid bands and will not move. That is a real answer, not always a tactic. If you hit a true wall on equity, look at adjacent levers:

Sign-on bonus (often easier to add than equity)

Earlier review cycle (a 9-month review instead of 12)

Additional PTO

Remote flexibility or relocation support

Better title or scope (which usually unlocks better comp at the next cycle)

Sometimes the right answer is to take the offer as-is because the role and team are exceptional. Sometimes the right answer is to walk. The number itself is rarely the deciding factor.

Combine Equity With the Full Offer Picture

Equity is one lever. Salary, bonus, benefits, and growth path all matter too. Our guides on negotiating an offer over email, salary negotiation scripts, and evaluating an offer beyond salary cover the rest of the conversation.

The negotiation is a single conversation across all these components. Treat it that way.

Get the Offer Before You Negotiate the Offer

None of this matters until you have the offer in hand. The fastest path from "applied" to "offer" runs through a LinkedIn profile that recruiters actually click on. Avery audits your profile in 24 hours and shows you the changes that move the needle. Free audit at heyavery.ai/pricing.