How to Negotiate Equity in a Job Offer: RSUs, Vesting, and Refresher Grants
Equity is the part of an offer candidates accept most passively, usually because nobody ever told them which parts of it are negotiable. Almost all of it is.
Coaching, not legal or financial advice.
What are you negotiating?
Your offer or current pay
Market-rate band
Talking points
Email template
CopyTiming
Coaching, not legal or financial advice.
Direct answer
To negotiate equity in a job offer, negotiate the grant value first, then the terms: the vesting schedule, whether there is a cliff, and whether you get a make-whole grant for equity you forfeit by leaving your current employer. The old four-year schedule with a one-year cliff is no longer standard at large tech employers, which is proof the schedule itself is a variable. Ask how the share count was calculated, because a grant is usually a dollar target divided by a trailing average share price. This is career coaching, not legal, financial, or tax advice.
The problem
Candidates hear a big equity number, feel wealthy, and sign without asking how the share count was set, when it vests, or what happens to it if they are laid off in year two.
How Counteroffer handles it
Counteroffer breaks the offer into base, bonus, and equity so you can see what the grant is actually worth per year rather than as one headline figure. It compares the vesting schedule against what large employers actually use, flags a back-loaded schedule that keeps most of the value in years three and four, and identifies the specific terms worth asking for: a make-whole grant for equity you are walking away from, a refresher floor, or a shorter cliff. Then it scripts the ask. It prepares the case with estimates, and it is not investment advice.
▲ the numbers
Nobody actually uses the "standard" four-year vesting schedule.
The four-year grant with a one-year cliff is quoted everywhere as the industry norm. Look at what large US tech employers really do and the schedule turns out to be a variable, which means it is something you can ask about. Figures are the percentage of the grant that vests in each year.
| Company | Year 1 / 2 / 3 / 4 | Cadence and cliff |
|---|---|---|
| 50 / 33 / 17 | Three-year grant, quarterly, no cliff | |
| Nvidia | 40 / 30 / 20 / 10 | Quarterly, no cliff. Also guarantees a minimum refresher aligned to first-year comp |
| Oracle | 40 / 30 / 20 / 10 | Front-loaded |
| DoorDash | 40 / 30 / 20 / 10 | Front-loaded |
| 38 / 32 / 20 / 10 | Monthly, no cliff | |
| Airbnb | 35 / 30 / 20 / 15 | Front-loaded |
| Amazon | 5 / 15 / 40 / 40 | Back-loaded. 80% of the value sits in years 3 and 4, with a cash sign-on smoothing years 1 and 2 |
Source: Levels.fyi. Read the Amazon row carefully, because it is the one that costs people money: if you leave at the two-year mark you have vested 20 percent of the grant, not half of it. Schedules change, so confirm the current terms with your recruiter in writing.
▲ how to do it
How to negotiate equity, step by step.
Ask how the share count was calculated
At a public company, a grant is normally a dollar target divided by a trailing average share price, often a 20 to 40 trading-day average or a 30-day VWAP. That means your share count is not fixed until the grant date, and a run-up in the stock between offer and grant can quietly shrink the number of shares you receive. Ask which average they use and when it is struck.
Negotiate the value first, then the schedule
Start with the size of the grant, because that is the number everyone expects to discuss. Then treat the schedule as a second, separate ask. A front-loaded schedule is worth real money compared with a back-loaded one, even when the headline grant is identical, and the table above shows employers already vary it.
Ask for a make-whole grant
If you are forfeiting unvested equity by leaving your current employer, a replacement or make-whole grant is a standard, expected ask. These typically vest on a short schedule, roughly six months to a year, or mirror the vesting you are giving up, rather than stretching over the full four years. Bring the number you are walking away from and ask them to cover it.
Pin down what happens if you leave
At a private company the standard window to exercise vested options after you leave is 90 days, and incentive stock options convert to non-qualified options if you do not exercise inside it, which can be an expensive surprise. Some companies extend the window to several years. Ask what yours is, and ask before you sign, not after.
Translate private-company equity into a percentage
A grant of "50,000 shares" means nothing on its own. Ask for the percentage of fully diluted shares it represents, the valuation at the last round, the most recent 409A price and its date, and whether the company has ever run a tender offer that let employees actually sell. A company that will not answer these has told you something.
Time a refresher ask ahead of the cycle
At public companies, refresher grants are decided on an annual cycle, and the decision is made well before it is announced. If you want a refresher considered, raise it roughly 60 days before the normal grant cycle rather than after the numbers are set. Nvidia goes as far as guaranteeing a refresher floor, which is proof it is a negotiable term.
copy and paste
The make-whole equity ask.
The single highest-value equity email most candidates never send. Use it when you are leaving unvested stock behind.
Subject: Re: Offer for [Role] Hi [Name], Thank you for the offer, I am excited about the role and I want to get to yes. One thing I need to work through: by leaving now, I forfeit [$X] of unvested equity at [current employer], with [amount] of that vesting in [month/year]. Walking away from that is the main thing standing between me and accepting. Could we add a make-whole grant of [$X] to cover it? To keep it simple on your side, I am happy for it to vest on a shorter schedule, for example over the first year, rather than being added to the four-year grant. I would also like to confirm two things in writing: the vesting schedule and cliff on the main grant, and the trailing average you use to convert the dollar value into shares. Happy to talk it through on a call. Best, [Your name]
Swap the bracketed parts for your own numbers. Counteroffer writes this for your exact offer.
▲ frequently asked
Equity and RSU questions people actually ask.
When should you negotiate equity?
After the written offer arrives and after you have settled base salary, but before you accept anything verbally. Equity is usually approved by a different process than base pay, so it often has room left when salary does not. Raise it as a separate, specific ask rather than bundling it into a vague request for more money.
What is a good RSU offer?
Judge it by annual value, not the headline number. A 400,000 dollar grant over four years is 100,000 dollars a year at a flat schedule, but far less in the early years if the schedule is back-loaded. Compare the annualized figure against the market band for your role and level, then look at the vesting schedule and refresher policy, because those decide what you actually keep.
How are RSUs valued?
At a public company the employer picks a dollar value and divides it by a trailing average share price, commonly a 20 to 40 trading-day average or a 30-day VWAP, to get your share count. The count is normally fixed at grant date, not offer date, so a rising stock price between the two can reduce the shares you receive.
What happens if I leave the company?
You keep what has vested and forfeit what has not. At a private company you typically have 90 days after leaving to exercise vested options, and incentive stock options become non-qualified options if you miss that window, which changes the tax treatment. Ask for the post-termination exercise window in writing, since some companies extend it well beyond 90 days.
How to ask for equity in a private company
Ask for the grant as a percentage of fully diluted shares, not a raw share count, and ask for the last round valuation, the current 409A price and its date, and whether employees have ever been able to sell in a tender offer. Then negotiate the percentage. Without those numbers you cannot tell whether the offer is generous or meaningless.
How to negotiate equity in a startup
Leverage comes from the stage. Early employees take real risk and should be paid for it in ownership, so negotiate the percentage of the company rather than the share count, and push on the exercise window and early-exercise rights, which matter enormously at a startup and cost the company little to grant. Assume the equity may be worth nothing and make sure the cash still works for you.
Can you negotiate a vesting schedule?
Yes, and the data says so. Google vests 38 percent of a grant in year one with no cliff, Nvidia 40 percent, and Pinterest runs a three-year grant, while Amazon vests just 5 percent in year one. There is no single industry standard to point at, so asking for a shorter cliff or a more front-loaded schedule is a reasonable request rather than an exotic one.
Should I take more equity or more salary?
Salary is certain and equity is not. Take the equity when you believe in the company, you can afford the risk, and the cash offer already covers your life. Take the salary when the equity is illiquid, the company is private with no path to a sale, or you would be relying on the stock to pay your bills. Never trade base you actually need for paper you cannot sell.
▲ sources
- Levels.fyi: front-loaded vesting schedules by company
- Secfi: negotiating stock options in a job offer
- Forbes: negotiating stock options and RSUs, 7 points to consider
- How the number of shares in an RSU grant is determined
Last updated July 2026. Figures are estimates and market data changes; verify anything you plan to quote in a negotiation.
▲ what it uses
The features behind equity and rsu offers.
Walk in knowing your number.
Counteroffer is educational career coaching, not legal, financial, or HR advice.