A share count is not a payout. Learn to value it, then move it.
How to Negotiate Equity and Stock Options
Yes, equity is negotiable, and often more than base - especially at startups, though what you can actually move depends on the company's stage. Ask for the grant in both share count and percentage of fully-diluted shares, get the vesting schedule and (for options) the strike price and the last valuation in writing, and treat the cash and the equity as one package you can trade between.
The mistake is accepting a share number you cannot value. A grant is only worth what the shares become, minus what you pay and how long you wait: vesting stretches it over years, a cliff can void it entirely if you leave early, options carry a strike price you pay to exercise, and future funding dilutes your slice. Understand those before you counter, then negotiate the lever the company can genuinely move.
The situation
Equity is most negotiable at startups and least at large public companies, where RSU grants are often banded by level much like base. Where it moves, the levers are the grant size (more shares or units), the vesting (a shorter cliff, or acceleration if the company is acquired), a sign-on or refresh grant to bridge a low initial grant, and the cash-versus-equity mix - some companies will let you trade base for a larger grant, or the reverse.
Value it before you counter. At a startup, ask for the grant as a percentage of fully-diluted shares, not just a share count that sounds large, and ask the last preferred price or the 409A valuation so an option grant has a real number behind it. At a public company the math is simpler - roughly shares times the current price, vesting over the schedule - but still check the cadence and any cliff, because those decide what you actually keep.
1. Percentage, not shares. Ask what percent of fully-diluted shares the grant is (startups). A share count alone is meaningless. 2. The price behind it. Ask the last preferred price or the 409A valuation, so an option grant has a real number. 3. The vesting. How many years, what cliff, annual or quarterly. 4. The strike and window (options). What you pay to exercise, and how long you have to exercise if you leave. 5. The acceleration. Ask whether any vests early on acquisition - single-trigger vests on the sale itself; double-trigger needs the sale and your being let go, so it protects you less than it sounds. The rough math: (price per share minus the strike) times your shares, then discount hard for the years of vesting, future dilution, and the odds it pays at all. Get all five in the written offer. A grant you cannot value, you cannot negotiate.
Say this
- I'm genuinely excited about the equity here. Before I respond, could you share the grant as a percentage of fully-diluted shares, and the last preferred or 409A price? I want to value it properly, not just react to the share count.
- The base works for me. The initial grant is a little light for this level, though - could we increase it, or add a sign-on grant that vests over the first year to bridge the gap?
- On vesting - is there a one-year cliff, and is any of it accelerated if the company is acquired? Single- or double-trigger acceleration would matter a lot to me.
- I'd like to weight this a bit more toward equity if that's possible - could we trade some of the base for a larger grant? (Or, if you need the certainty: could we move some of the equity into base?)
- For the options specifically - what's the strike price, and how long is the window to exercise if I leave? A longer post-termination exercise window would make the grant far more usable.
Startup equity is far more negotiable than public-company RSUs; the vesting terms often give more easily than the grant size
There is no market band for equity the way there is for base - a fair grant depends on the company's stage, your level, and the total share count. Anchor to comparable grants for your role and stage (levels.fyi and similar sources publish ranges) rather than a round number. When the grant size itself is capped, the cliff, the acceleration terms, and the post-termination exercise window are commonly the levers with the most give. Model the certain cash first with the counter-offer calculator, then negotiate the equity around it.
How it sounds
A startup offer call. The founder leads with the share count, not the percentage.
Why this works: A share count with no denominator is a number designed to impress, not to inform. Asking for the percentage and the price turns "a real stake" into something you can actually value - and it quietly signals you know how equity works, which changes how the rest of the conversation is run.
You have valued the grant and it is light for the level; the base is already fixed.
Why this works: When the grant size is banded, the vesting terms are usually where the give is. A one-year sign-on grant or a shorter cliff improves the deal without breaking the band the company is holding - the same move as a cash sign-on, applied to equity.
A public-company RSU offer. You check the terms that actually decide the value.
Why this works: The headline number is the easy part; the terms decide what you actually keep. A cliff, the cadence, and change-of-control acceleration are where an RSU grant is really made or lost, and asking about them precisely marks you as someone who reads the whole deal, not just the top line.
What not to say
Do not treat a big share number as a big payout. Twenty thousand shares means nothing without the total count, the price, and the odds - a startup grant can be worth a fortune or nothing, and pretending otherwise is how people accept a low salary for equity that never vests into money. Ask what percentage it represents, and price the cash you are giving up against it.
Do not let the lottery-ticket framing talk you out of money you need now. If the base is below market and the equity is illiquid startup paper, a raise to the base is worth more than a vague promise of upside, so negotiate the certain money first. And never sign for the story: get the grant size, vesting, cliff, strike price, and acceleration terms in the written offer, because "we take care of people here" is a sentiment, not a term.
Try it against someone who pushes back
Practice countering an offer against a hiring manager who holds the bandFree scenario · sign up in under a minute · the debrief shows where you gave up ground
Common mistakes
- Judging a grant by the share count. Twenty thousand shares means nothing without the total count and the price - ask for the percentage, then price the cash you are trading for it.
- Taking a below-market base for equity that may never vest. Illiquid startup paper is not a substitute for salary you need now; negotiate the certain money first.
- Ignoring the cliff. Leave before a one-year cliff and you keep none of it - the vesting terms decide what you actually walk away with, not the headline grant.
- Forgetting dilution. Future funding rounds shrink your percentage, so a grant's value depends on the company's path, not today's cap table alone.
- Signing on a verbal promise. "We take care of people" is not a term - get grant size, vesting, cliff, strike, and acceleration in the written offer before you accept.
Questions people ask
Can you negotiate equity in a job offer?
Yes, and often with more room than the base, especially at startups where grants are not as tightly banded. What moves depends on the company's stage: at a large public company, RSU grants are frequently standardized by level, but the vesting terms and a sign-on grant can still have give; at a startup, the grant size itself, the vesting, and the cash-versus-equity mix are all commonly on the table. Ask for the grant as a percentage of fully-diluted shares first, so you are negotiating a value you understand rather than a share count.
How do you value a stock option grant?
Start with four numbers: the percentage of fully-diluted shares the grant represents, the strike price you pay to exercise, the last preferred or 409A price (a rough current value per share), and the vesting schedule. The paper value is roughly your shares times the price above the strike, but it is only real when the shares are liquid and vested - so discount heavily for the odds, the years of vesting, and future dilution. A grant you cannot put a number to is one you cannot negotiate or compare against cash.
What is negotiable about equity besides the number of shares?
More than most people ask for. The vesting schedule (a shorter cliff, or acceleration if the company is acquired), the post-termination exercise window for options (a longer window is far more usable), a sign-on or refresh grant to bridge a low initial one, and the cash-versus-equity mix are all levers. When the grant size is capped by a band, these terms are usually where the give is - the same way a sign-on bonus moves when base is fixed.
Should I take more equity or more salary?
Weigh certainty against upside, and start from your own runway. Salary is money you will definitely get; equity is a bet on the company that pays only if it succeeds, the shares vest, and they become liquid. If the base is below market or you need the income now, negotiate the certain cash first and treat equity as the upside on top. If the base is already solid and you believe in the company's path, weighting toward equity can be the higher-expected-value choice - but price it honestly, not on the story.
What is a vesting cliff?
A cliff is the period you have to stay before any of your equity vests at all - commonly one year. Leave before it and you keep nothing, no matter how much was granted; pass it and a chunk vests at once, with the rest vesting gradually after. It is one of the terms that most decides what a grant is actually worth to you, which is why it is worth asking about a shorter cliff, or acceleration, before you sign.
Practice the real thing
The techniques this uses
Drill it until it's a reflex
Practice countering an offer against a hiring manager who holds the bandFree scenario · sign up in under a minute · the debrief shows where you gave up ground