Negotiating Equity in a Job Offer: RSUs, Options, and What to Push For

Equity is often the largest component of a tech compensation package, yet most candidates negotiate it less rigorously than base salary. At senior levels in the UK, US, and European tech markets, equity grants routinely represent 30–60% of total annual compensation — meaning a candidate who accepts the first equity number without pushback may leave more money on the table than they ever would by quibbling over £5,000 in base pay.

Before you decide what to push for, you need to know where your cash compensation stands. CompVerdict — benchmark your offer before negotiating lets you enter your offer details and receive an instant verdict against official government salary data from the ONS, BLS, Destatis, and nine other sources. Once you know your base is fair (or isn't), you can turn your attention to the equity stack.

RSUs vs stock options: the mechanics you need before any negotiation

These two instruments are not equivalent, and confusing them is the single most common mistake candidates make.

Restricted Stock Units (RSUs) are a promise to deliver shares on a future date, subject to a vesting schedule. If your employer grants you 1,000 RSUs and the stock is worth £50 at vesting, you receive £50,000 of value — regardless of what the stock was worth when you joined. RSUs carry no exercise price, so they always have some value as long as the company's stock is above zero.

Stock options (typically ISOs in the US or EMI options in the UK) give you the right to buy shares at a fixed exercise price — the "strike price" set on your grant date. If the stock price rises above your strike, you have intrinsic value. If it stays below, your options are underwater and effectively worthless. Options carry more upside at early-stage companies, but also more risk.

The practical implications for negotiation:

• At publicly listed companies or late-stage pre-IPO firms, RSUs are standard and straightforward to value. Push on number of units and the vesting cliff.
• At seed or Series A companies, options are still common. Push on strike price, option type (ISOs carry US tax advantages over NSOs), and post-termination exercise windows — some companies allow 10 years; many default to 90 days, which can force you to exercise (and pay tax) immediately on leaving.
• At mid-stage companies (Series B–D), ask whether the offer is RSUs or options explicitly. Do not assume.

How to value equity before you negotiate

You cannot negotiate a number you have not attempted to quantify. Here is a practical valuation framework.

For public company RSUs: Multiply the number of units by the current share price, then divide by the vesting period in years to get an annualised figure. A grant of 800 RSUs at a £60 share price vesting over four years equals £12,000 per year in equity compensation. Add this to your base and bonus to arrive at total annual compensation.

For private company equity: This is harder. You need three data points:

1. The most recent 409A valuation (US) or equivalent fair market value report (UK/EU). Companies are required to disclose this on request.
2. Your percentage ownership: Divide your option/share count by the total fully diluted share count. Ask for this number — reputable companies will give it.
3. A plausible exit multiple: Look at comparable company acquisitions or recent funding valuations in your sector. Apply a healthy discount for illiquidity and the probability the company does not reach exit.

A common rule of thumb used by compensation professionals: for a Series B company with £50M ARR and standard SaaS multiples, a 0.1% stake might be worth £300,000–£500,000 at exit — but could equally be worth nothing. Price in the risk.

To understand how your total compensation compares once you have run these numbers, how to evaluate a job offer walks through the full framework.

What to actually negotiate when negotiating equity in a job offer

Once you have valued the grant, here are the levers to pull in order of practical impact.

1. Grant size The most direct lever. Companies routinely have 10–20% flexibility on initial grants, particularly for senior hires. The ask is straightforward: "Based on my research, a candidate at this level typically receives [X]. Can you move to [Y]?" You need a market reference point — not just a gut feeling.

2. Vesting schedule and cliff Standard vesting is four years with a one-year cliff (you receive 25% after 12 months, then monthly or quarterly thereafter). Negotiate the cliff down if you can — a six-month cliff is not unheard of for experienced hires. If the role is high-risk or the company is early-stage, pushing for accelerated vesting on acquisition (single-trigger or double-trigger) protects you if the company is bought and your role is eliminated.

3. Refresh grants A starting grant that vests over four years means your equity compensation effectively drops to zero by year five if no refresh is issued. Ask about the company's policy on refresh grants explicitly. "When are refresh grants typically reviewed, and what does a typical refresh look like for someone at this level?" This is a legitimate question and the answer tells you a lot about how the company manages long-term retention.

4. Exercise window For options: push for a post-termination exercise window of at least two to five years. The 90-day default can create a painful forced decision — pay the exercise cost and tax bill, or forfeit potentially valuable options when you leave.

5. Early exercise and 83(b) elections For US-based options: ask whether you can early-exercise and file an 83(b) election with the IRS within 30 days of grant. This starts the capital gains clock early and can significantly reduce your tax liability if the company does well. UK candidates should ask about the EMI scheme, which carries HMRC-approved tax advantages.

For help structuring the actual negotiation conversation, salary counter offer email templates includes language you can adapt for equity asks.

How equity fits into total compensation benchmarking

Official government salary surveys — ONS ASHE, BLS OEWS, Destatis, INSEE — capture base salary and, to varying degrees, bonuses. They do not capture equity, which means the median software engineer figures you see in published data understate true total compensation at companies that pay in equity.

According to ONS ASHE 2024 data, median gross annual earnings for software developers in London sit at approximately £72,000, with p75 at around £92,000. Those figures reflect cash. At companies issuing RSU grants, total compensation at p75 for the same role and seniority routinely exceeds £110,000–£130,000 once equity is annualised.

This creates a practical risk: if you benchmark your offer using cash figures alone and conclude that your base looks competitive, you may be missing the fact that the equity component is below market. Always benchmark both components separately.

Similarly, BLS OEWS data for software developers in San Francisco shows median annual wages around $160,000–$175,000 (2024 figures), but total compensation packages at large tech companies frequently include $50,000–$150,000+ in annualised RSU value on top of that base. The gap between "wages" data and "total comp" reality is widest in tech and finance.

How to negotiate salary after an offer covers how to handle the full package conversation, including how to frame equity asks without jeopardising the offer.

Frequently asked questions

Is it acceptable to negotiate equity separately from salary?

Yes. Many candidates negotiate base salary first, then raise equity as a separate topic. Employers expect this, particularly at companies where equity is a meaningful part of the package. Frame it as wanting to understand the full picture: "I'm comfortable with the base — can we talk through the equity grant in more detail?"

What if the company says the equity grant is non-negotiable?

Push back once with a specific, reasoned counter. If the company holds firm, ask about other equity levers: vesting schedule, refresh cadence, or exercise window. If all of those are also fixed, you are dealing with a rigid comp structure — weigh this against the overall offer. Some companies (particularly those with large numbers of hires at the same level) do operate with standardised bands.

How do I know if an equity grant is market-rate?

For public companies, you can compare annualised RSU value directly. For private companies, percentage ownership is the most useful metric — a senior engineer at Series B should typically hold 0.05%–0.2% on grant, depending on company size and stage. Level-by-level equity benchmarks are published by firms including Levels.fyi (for US tech) and Options (for UK/EU startups), though these are self-reported rather than official sources.

Does CompVerdict include equity in its benchmarking?

CompVerdict currently benchmarks base salary and bonus against official government survey data. The verdict reflects where your cash compensation sits relative to market. You can enter bonus separately to check whether your variable pay is competitive. Equity comparison against official data sources is not currently available because government wage surveys do not systematically capture equity grants — use the valuation framework above alongside your CompVerdict result.

Equity negotiation is where the largest gains are often available, and most candidates treat it as an afterthought. The steps are straightforward: identify what you have been granted, value it as precisely as the information allows, compare it to market data for your role and seniority, and make a specific ask with a reason behind it. Start by making sure your base pay is where it should be — run your offer through CompVerdict to get an instant, data-backed verdict using official salary data for your country, city, and role. Then come back to the equity conversation with a clear baseline to work from.