How To Negotiate Equity, Not Just Salary

The Mistake Most Tech Professionals Make

Most tech professionals negotiate salary and accept the equity as given. They push for a five thousand dollar salary increase and leave fifty thousand dollars of equity value on the table because they did not know they could negotiate it, did not know how to evaluate it, or did not want to seem difficult. Equity is often the most significant part of a tech compensation package. Treating it as a fixed term is one of the most expensive negotiating mistakes in the industry.


Understanding What You Are Being Offered

Before you can negotiate equity, you need to understand what you have. Stock options, RSUs, and profit interest are different instruments with different tax implications and different risk profiles. At a public company, RSUs are relatively straightforward: you are receiving a grant of shares that vest over time. At a private company, you need to understand the strike price, the last valuation, the preference stack, and the probability of a liquidity event. Ask for all of it in writing. A company that will not tell you the strike price and the 409A valuation has something to hide or has not taken employee compensation seriously enough.


What You Can Actually Negotiate

You can negotiate the grant size. This is the most obvious lever. Ask for more shares. Anchor high and justify with your research on what the role pays at comparable companies. You can negotiate the vesting schedule. The standard is four years with a one-year cliff. Some companies will accelerate vesting for strong candidates. Double-trigger acceleration — full vesting if you are acquired and then let go — is worth asking for. You can negotiate the exercise window. Standard options expire ninety days after you leave. Some companies will extend to two or five years. For private companies where liquidity is uncertain, this matters enormously. You can negotiate refreshes. Ask what the policy is for annual or milestone-based refreshes. A company with no refresh policy creates increasing departures as original grants vest out.


The Conversation That Changes The Number

The equity conversation is most productive when you are comparing offers or when you have a competing offer. Both create leverage. Arrive with a number based on your research, a clear explanation of why you are worth it, and a willingness to move on from companies that will not engage seriously with the conversation. Subscribe to the 40x50 newsletter for the full compensation negotiation guide.


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