How to Negotiate RSUs at Tech Companies

Most tech employees negotiate salary and accept equity terms as-is. That's the wrong trade-off. At senior levels, RSU grants represent 40–70% of total compensation — more than a decade of salary variance across companies. This guide covers what to ask, how to push back, and what most candidates miss entirely.

Why equity negotiation is different from salary negotiation

Salary is simple: dollars per year, fully taxed as ordinary income, paid regardless of company performance. RSU grants are more complex: you're receiving shares that vest over time, taxed at ordinary income rates when they deliver (IRC § 83),¹ then subject to capital gains treatment on appreciation after vest.

This complexity works in your favor at the negotiating table — most candidates don't push on equity terms, so recruiters aren't expecting it. The adjustments that matter most aren't about the share count on the offer letter; they're about vesting schedules, refresh grants, sign-on equity, and what happens if the company is acquired. These are standard levers that companies use for retention. You can ask about all of them.

The 8 questions to ask about any equity offer

Ask these before accepting or countering. The answers change how you evaluate the offer — and in some cases, what you ask for.

1. What is the current stock price / 409A FMV used to calculate this grant? Offer letters quote grants in total dollar value (e.g., "$400K in RSUs") but the share count is calculated at a specific price. Know the price so you can track whether the grant is growing or shrinking relative to fair value. For public companies, look up the current price. For private companies, ask for the most recent 409A valuation date and amount.
2. What is the vesting schedule — including the cliff? Standard at most large public tech companies is 4-year graded vesting with a 1-year cliff (25% after month 12, then ratable monthly or quarterly thereafter).² Some companies use non-standard schedules — Amazon, for instance, has historically used a back-weighted 5/15/40/40% schedule. The cliff is critical: if the company experiences a round of layoffs, employees who haven't hit their cliff receive nothing on unvested grants. See the full breakdown at RSU Cliff Vesting Guide.
3. Are refresh grants offered? At what cadence and size? Most large tech companies issue annual or biannual "refresh" RSU grants to employees who remain in good standing. Refresh grants are typically in the range of 25–50% of the initial grant, depending on level and performance. The policy isn't always stated in an offer letter — ask HR directly. A company with generous refresh grants is worth meaningfully more than the same offer letter at a company that doesn't refresh.
4. Is this RSUs or stock options (ISOs/NSOs)? If options, what is the strike price? RSUs and options are fundamentally different instruments with different risk profiles and tax treatment. RSUs have value as long as the stock is worth anything above zero. Options have value only if the stock price exceeds the strike price at exercise. For private companies especially, ask whether you're receiving ISOs (Incentive Stock Options) or NSOs (Non-Qualified Stock Options) — ISOs have preferential tax treatment subject to qualifying disposition rules. See ISO vs NSO vs RSU: What You Actually Own.
5. Does the company have a 10b5-1 trading plan program for employees? For large public companies, most employees who hold significant equity will want to set up a 10b5-1 plan to sell shares systematically during trading windows without running afoul of insider trading rules. Ask whether the company supports employee 10b5-1 plans and what the process looks like. See 10b5-1 Trading Plans Guide.
6. What are the acceleration provisions in the event of an acquisition? If your company is acquired, does your unvested equity accelerate (vest immediately) or continue on the original schedule? Single-trigger acceleration vests on acquisition close; double-trigger requires both an acquisition AND your termination (without cause) within a specified window — typically 12–24 months post-close. This provision can be worth hundreds of thousands of dollars in a realistic acquisition scenario. See What Happens to Your Equity in an Acquisition.
7. For pre-IPO companies: what are the liquidation preferences on preferred stock? In a startup exit, preferred stockholders (VCs) recover their investment — sometimes with multiples — before common stockholders (employees) receive anything. A company with $2B of preferred liquidation preferences needs a $2B+ exit before employee equity has any value. Use the Startup Equity Offer Calculator to model what different exit scenarios actually mean for your pockets.
8. Is a sign-on bonus being offered, and is it clawback-protected? Sign-on bonuses are often used to offset unvested equity you're leaving behind at your current employer. Ask whether the sign-on has a repayment clause and what triggers it — some require repayment if you leave within 1–2 years, which can create the same golden handcuffs problem you were trying to solve. See Golden Handcuffs Guide for the math on your true walkaway cost at current employer.

Negotiation tactics that actually work

Lead with the grant value, not the share count

Share count alone is meaningless without knowing the current stock price and fully diluted share count. When you're evaluating or countering, translate everything into dollar value: total grant value at current price, annual vesting value, and tax-adjusted after-vest value. This keeps the conversation anchored to real numbers and prevents bait-and-switch on private company valuations.

Use a competing offer — even an early-stage one

A competing offer is the single most effective lever in any comp negotiation. Even if you're not seriously considering the competing role, having an offer in hand (with the total compensation spelled out) creates a measurable, defensible number to anchor your counter. Companies can meet or beat a competitor's RSU grant much more easily than they can move salary — equity comes from a compensation budget that's often separate from headcount costs.

Ask for a shorter cliff or front-loaded vesting in lieu of sign-on

If you're leaving unvested equity behind and the company won't offer a large enough sign-on bonus to fully bridge the gap, ask instead for front-loaded vesting — a larger initial grant with a shorter cliff period. This effectively gives you more equity sooner without the repayment risk of a sign-on bonus. It's a non-standard ask, but large tech companies have compensation flexibility they use for exceptional candidates.

Negotiate the sign-on to cover after-tax cost, not pre-tax value

If you're leaving $300K of unvested RSUs, the sign-on you need to break even isn't $300K — it's enough to replace $300K of unvested shares net of the taxes you would have paid on them, plus cover the taxes on the sign-on itself. Depending on your state, a true make-whole sign-on could be $180–$220K, not $300K. Model this before you counter.

Push for an explicit refresh grant commitment in the offer letter

Refresh grant policies are typically governed by HR discretion, not contractual commitments. But for senior hires, companies will sometimes commit to a specific refresh amount or cadence in the offer letter or a side letter. Even a general commitment ("eligible for annual refresh grants consistent with peers at this level, subject to performance") provides more certainty than a verbal assurance. Ask for it in writing.

Get double-trigger acceleration in writing for pre-IPO roles

If you're joining a late-stage startup that is likely to be acquired rather than IPO, double-trigger acceleration is a non-trivial ask worth making — especially for senior roles. Many startups use double-trigger language as standard for executive grants. If it's in their plan document already, the incremental cost to the company of extending it to a senior hire is low. If your unvested equity is $500K and the company is acquired in year two and you're let go, this provision could be worth $250K+.

Comparing competing equity offers

Comparing equity offers across companies is harder than comparing salaries. A few approaches that actually work:

• Annualize everything. Divide the total grant value by the vesting period. A $400K grant over 4 years is $100K/year; a $180K grant over 2 years is $90K/year. Use the same time horizon across all offers.
• Discount for risk. Public company RSUs at Microsoft are worth face value (they're in a liquid, tradeable stock). Pre-IPO RSUs at a Series C startup have significant risk — you should apply a discount, commonly 50–70% of the stated grant value to represent your expected outcome given failure/dilution/acquisition dynamics.
• Include refreshes in the total comp estimate. If Company A offers a $400K initial grant with a well-documented 40% annual refresh program and Company B offers a $600K initial grant with no refresh commitment, Company A's 4-year total equity value may exceed Company B's. Run the math out 4 years.
• Adjust for state taxes. Moving from California to Texas for a $50K RSU grant increase doesn't save you $50K — it saves you roughly $50K × 13.3% = ~$6,600/year (plus federal AMT relief on ISOs). Moving from California to a no-income-tax state for a lateral comp offer can be worth far more. See RSU State Tax Guide.

When a financial advisor pays for itself during negotiations

An equity-comp specialist adds the most value in offer comparisons where the variable isn't just RSU grant size but instrument type, vesting terms, and tax treatment. Two scenarios where it's worth spending an hour with a specialist before accepting:

• Competing offers involving options (ISOs/NSOs) vs RSUs. The after-tax value of an ISO grant is not equal to the same dollar amount of RSU grants — the AMT exposure, exercise cost, and holding-period requirements make them fundamentally different. A specialist can model the actual after-tax outcome for your specific marginal rate and state.
• Any pre-IPO offer with significant option value. Private company options involve 409A valuations, exercise costs, AMT risk, QSBS qualification, and the possibility of being worthless. A specialist who has modeled dozens of pre-IPO exercises will see variables you won't.