How Do I Negotiate Equity or Stock Options in a Job Offer, Not Just Base Salary?
TL;DR: Ask for the total number of shares/options, the strike price (for options), the vesting schedule, and the company's latest valuation before judging if an equity offer is fair. Equity is negotiable, but harder to compare across companies than salary, so get every number in writing.
The short answer, with evidence
Standard equity compensation practice treats a 4-year vesting schedule with a 1-year cliff as the market norm; anything shorter, or with no cliff at all, is worth questioning directly with the employer.
Equity terms to clarify
| Equity term | What to ask for |
|---|---|
| Vesting schedule | Standard is 4 years with a 1-year cliff — confirm in writing |
| Strike price (options) | Ask how it compares to the last valuation |
| Refresh grants | Ask if and when additional grants happen after year one |
| Acceleration on acquisition | Ask if vesting speeds up if the company is acquired |
Step-by-step
- Request the exact number of shares/options and total shares outstanding, so you can calculate your ownership percentage.
- Ask for the latest valuation or funding round data, if it is a private company.
- Confirm the vesting schedule and cliff period in writing.
- Compare the total package, salary plus equity value, against your other offers, not equity alone.
- Negotiate equity and salary as one package, not in isolation.
FAQ
Is startup equity guaranteed to be worth anything? No — private company equity carries real risk and may be worth nothing without a successful exit.
Can I negotiate equity at a public company too? Yes — RSU grant size and vesting timing are commonly negotiable at public companies as well.
Should I take a lower salary for more equity? Only if you can afford the risk and genuinely believe in the company's future value.
By Pinal Dave · Last updated: 2026-07-26