Negotiate an equity refresh

Ask whether an offer includes only the initial grant or also a refresh. A script for the question, the vest, and what “annual equity” actually means.

Currency Base salary Annual base, before bonus. Annual bonus Expected cash bonus for the year, not a percent. Equity, yearly value A yearly value you believe. Leave blank if you will not treat it as cash. Equity terms Your target The number you would accept, not a padded one. That target is Role Optional. Used so the script can name the job.

What you can say honestly I have a competing offer I can describe Competing offer, in your words Leave this blank if you do not have one. The script will not invent it. Scope you can defend Current total pay Optional. Spoken only if you check the box below. I will say this current-pay number. It is the real one. Market data you will cite

Channel Tone

The script updates on this page. These boxes are not uploaded.

Your script

Base $150,000. Annual bonus $15,000. Equity yearly value $20,000.

Equity terms noted, not counted as cash unless a yearly value is entered: Initial grant vests over four years. Nobody has described a refresh.

Priced total: $185,000.

Target total compensation: $195,000.

Target is $10,000 above the priced figure, about 5.4%.

Opener

Thanks for walking me through the offer. I am interested in the software engineer role, and I want to talk about compensation while we can still shape the package.

Say this, then stop. Let them respond before you add the number.

Anchor and justification

I am targeting $195,000 in total compensation.

From what I can price today: $150,000 base, $15,000 bonus, $20,000 as the yearly equity value I am willing to count.

That priced total is $185,000. I am asking for $10,000 more, about 5.4%, which is my target and not a padded number.

The equity terms I am working from are these. Initial grant vests over four years. Nobody has described a refresh.

The market check I can cite is that published ranges for this level in my city sit around $180,000 to $200,000 total. The scope I can defend is this. I own a production service and I am the person on call for it.

Name the target once. Do not raise it on the spot, and do not apologize for it.

If they say this is our best offer

I hear you, and I appreciate you saying it directly. If this base is the ceiling, I still want to see whether a signing bonus, the equity grant, or the level can move. If none of those can, I will decide on the package as it stands rather than ask the same question again.

Thank them before you ask what else can move. Then wait.

If they say the budget is fixed

Understood. A salary band is often fixed once the level is fixed. Signing bonuses and equity grants sometimes sit outside that annual budget. Is either of those actually open? If both are closed, what does a pay review look like in six months, and what would have to be true for the level to change?

Ask one question, then stop. A list of demands sounds like you did not hear them.

If they ask for your current salary

I would rather keep this on the pay for this role. A prior salary is a different job, and in some places an employer should not ask. The number I am using here is $195,000.

I am not going to invent a current salary, and I am not required to answer with one.

You can decline. If you answer, use the real number.

Non-salary asks

If salary cannot move the whole way, I will ask about other terms I actually want. I will start with an equity refresh.

I would like to know how refresh grants work here: whether they happen on a schedule, what they depend on, and whether this offer is only the initial grant.

On equity, I would like the grant size, the vesting schedule, the cliff, and what happens to vested shares if I leave. If these are options, I also want the last independent valuation and how long I have to exercise after I leave. I will not treat a percentage as cash.

If base cannot reach the target, I would like to talk about a signing bonus that closes part of the first-year gap. I want the amount, and any payback terms, in writing.

Remote work matters to me. I would like the written policy: which days, which locations are allowed, and whether pay changes with location.

I would like to confirm paid time off: the number of days, whether they are accrued, and what happens to unused days.

I can start on a date I can keep. If you need someone sooner, tell me the real date and I will say yes or no, rather than agree and then slip.

Pick the two you care about. You do not have to read all six.

Closing

I would like to get to yes. If $195,000 is possible, I can move forward. If it is not, I am open to a different mix of base, bonus, and equity that lands in the same place. What is the next step on your side?

Stop talking after the question. The next person to speak should be them.

Email version

Subject: Compensation for the software engineer role

Hello,

Thanks for walking me through the offer. I am interested in the software engineer role, and I want to talk about compensation while we can still shape the package.

I am targeting $195,000 in total compensation.

From what I can price today: $150,000 base, $15,000 bonus, $20,000 as the yearly equity value I am willing to count.

That priced total is $185,000. I am asking for $10,000 more, about 5.4%, which is my target and not a padded number.

The equity terms I am working from are these. Initial grant vests over four years. Nobody has described a refresh.

I would like to know how refresh grants work here: whether they happen on a schedule, what they depend on, and whether this offer is only the initial grant.

Thank you,

[Your name]

An initial grant that vests over four years is not the same as being paid in equity every year. Some employers refresh on a schedule. Some refresh only for a promotion. Some never do, and the grant you see is the grant you get. This page leads with that question. The sample notes say a refresh has not been described. Keep that sentence until someone describes one.

How to ask

Ask whether refresh grants happen, what they depend on, and whether this offer includes anything beyond the initial grant. Ask for the typical range if they have one, and for whether unvested refresh disappears when you leave. You are collecting facts, not accusing them of hiding pay.

If there is no refresh, your target has to work on base, bonus, and the initial grant alone. Do not spread a single grant across imaginary future years to make the offer look larger. The yearly value box is for a number you believe, not for a hope.

If they offer a refresh promise, ask for the timing in writing when you can. “We usually do this” is not a grant. A sentence in the offer letter, or a compensation plan they will send, is.

Questions

Is it rude to ask about refreshes before I join?

No. It is how you tell a four-year grant from an annual one. Ask it the way you would ask about the bonus plan.

Updated 2026-10-08. Wording help, not legal advice.