Key Takeaways
- Value public RSUs near face value; discount private equity heavily for dilution, preferences, and time-to-liquidity.
- Ask the unglamorous questions: vesting schedule, cliff, refresh policy, post-termination window, and 409A versus preferred price.
- Negotiate the levers that move: grant size, signing bonus to bridge a cliff, and start-date timing around vests you forfeit.
Equity is where job offers hide both their upside and their fine print. Two offers with identical salaries can differ by hundreds of thousands of dollars in expected value, and the difference lives in questions most candidates never ask: what kind of equity, vesting on what schedule, worth what today, diluted by what tomorrow, sellable when? Fifteen minutes of arithmetic beats an hour of recruiter narrative.
Valuing What You Are Offered
Public-company RSUs are close to cash: value the grant at face, spread over the vesting years, and treat it as compensation whose value floats with the stock (many companies quote a dollar amount converted to shares at grant, ask which). Options and private equity need haircuts. A useful private-company discipline: value options at zero for budgeting and as a lottery ticket for upside, then improve the estimate with the real questions, latest 409A price versus preferred price, your strike, total shares outstanding (for your ownership fraction), preference stack ahead of common, and realistic time to liquidity. A "worth $500K" private grant behind a large preference stack, before dilution, years from liquidity, is worth a fraction of the slide's number.
The Questions That Reveal the Offer
Vesting schedule and cliff, four years with a one-year cliff is standard, and what happens at layoff before the cliff? Refresh policy, is the initial grant the last, or do annual refreshers keep equity flowing (public-company comp often depends on refreshers by year three)? Post-termination exercise window for options, 90 days is standard and brutal; some companies extend to years, a genuinely valuable term. Double-trigger acceleration on acquisition? For private companies: any secondary-sale program, and when was the last 409A? Each answer is a number; write them down and compare offers on totals, not vibes.
Try it: the free The Wealth Checkup takes a couple of minutes and shows you where you stand. Or explore equity & business at Attend.
Where Negotiation Actually Works
Equity grant size is often more flexible than salary, it does not reset peer salary bands, so ask for more shares before more base. A signing bonus bridges the one-year cliff and replaces what you forfeit by leaving, count the unvested value you are walking away from, per the RSU guide, and name it explicitly. Start dates can be timed around your current employer's vest dates; a two-week shift is sometimes worth five figures. What rarely moves: vesting schedules and standard terms, though executives can negotiate acceleration and extended windows.
After You Accept
Calendar the grant's life: cliff date, vest cadence, and any elections, early-exercisable options may reward an 83(b) election within its strict 30-day window. Fold the new vests into the household's withholding plan and concentration limits from day one, so the first vest arrives into a system instead of a surprise. And keep the offer spreadsheet: at the first refresh conversation, you will negotiate better with your own baseline in hand.
We run offer-comparison math for clients in equity planning, including the awkward valuation of private grants.
Frequently Asked Questions
How should I compare a big-tech RSU offer with a startup option offer?
Compare guaranteed compensation first, salary plus RSU face value, then treat startup options as bounded upside: estimate your ownership fraction times plausible exit values, discounted hard for dilution, preferences, and failure odds.
What is a 409A price and why does it matter?
The independent appraisal setting common-share fair value, and your option strike. A large gap between 409A and the preferred price investors pay is normal; your strike being set at a recent low 409A is favorable.
Can I negotiate RSUs at a public company?
Usually yes, initial grant size and signing bonus are the flexible levers, especially when you can document forfeited unvested equity at your current employer.
Tony leads Attend Wealth, a fee-based wealth management firm in Atlanta serving professionals, families, and business owners. Advisory services are held to a fiduciary standard. More about Attend
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