Negotiate equity at a startup

What to ask when a startup offer is heavy on options or RSUs: vesting, cliff, valuation, exercise window, and refresh. The script does not treat equity as cash.

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

Equity terms are not included in the total until you enter a yearly value you believe.

Base $140,000. Annual bonus $0.

Equity terms noted, not counted as cash unless a yearly value is entered: 0.10% options, four-year vest, one-year cliff. I do not have a valuation I trust yet.

Target base: $160,000.

Target is $20,000 above the priced figure, about 14%.

Opener

Thank you for the offer. I am interested in the software engineer role, and I want to talk through compensation while the package is still open.

Anchor and justification

I am targeting a base of $160,000.

The offer base is $140,000. The target is $20,000 higher, about 14%. I am asking for $160,000, not a number above it.

The equity terms I am working from are these. 0.10% options, four-year vest, one-year cliff. I do not have a valuation I trust yet.

The gap is wide enough that I want to check the level before we trade small concessions. If the scope is smaller than I thought, I need to hear that. If the scope is the one we discussed, the number needs to move.

The market check I can cite is that base offers I have seen for this scope are around $150,000 to $170,000, before judging equity. The scope I can defend is this. I have shipped a product people pay for, and I can talk about that work. I am not asking anyone to treat options as cash. I need the terms that let me judge them.

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.

I also want the level in writing, so I know whether we are talking about the same job.

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 $160,000.

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 the equity terms.

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.

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.

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 $160,000 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?

Email version

Subject: Compensation for the software engineer role

Hello,

Thank you for the offer. I am interested in the software engineer role, and I want to talk through compensation while the package is still open.

I am targeting a base of $160,000.

The offer base is $140,000. The target is $20,000 higher, about 14%. I am asking for $160,000, not a number above it.

The equity terms I am working from are these. 0.10% options, four-year vest, one-year cliff. I do not have a valuation I trust yet.

Thank you,

[Your name]

Startup equity is a bet, not a salary line, until you know the instrument. Options and RSUs behave differently. A percentage means nothing without the share count, the preference stack, the last price a serious outsider paid, and what happens if you leave. This page leaves the yearly equity value blank on purpose and puts the terms in the notes. The script will not pretend those options are cash.

Questions worth asking

Ask for the grant size in shares and in percent, the vesting schedule, the cliff, and whether vesting is monthly after the cliff. For options, ask for the strike price or the last 409A-style valuation, and how long you have to exercise after you leave. A ninety-day window can force a painful tax choice. A longer window is a real improvement even when the percentage does not move.

Ask whether refresh grants exist. Many first grants are the only grants. If the company cannot explain refresh, do not quietly add a yearly equity number in your head. Negotiate base, or a signing bonus, as the part you can spend. The sample target is a base of $160,000 against a $140,000 offer. Change both.

Be direct about risk without being cynical. “I am excited about the company, and I need to underwrite the options separately from rent” is a fair sentence. Trading a large amount of cash for a story about the next round is a choice, not a script the page will push you into.

Questions

Should I count startup equity in my target total?

Only at a yearly value you believe. If you do not have one, leave the equity amount blank. The script keeps it out of the total and asks for the terms instead.

Can I ask for more shares and more base?

You can ask. Early companies are often tighter on cash than on ownership, and sometimes the reverse. Ask, hear the constraint, and decide which one you need.

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