A job offer says you are valued. An equity offer asks you to share the risk before anyone knows what that value will become. That distinction matters, especially for women in tech, who are still less likely to be encouraged to negotiate and less likely to be granted meaningful ownership. This guide to negotiating equity offers will help you turn an exciting but vague line item into a conversation grounded in numbers, timing, and your actual contribution.
Equity can be a meaningful wealth-building tool. It can also be worth nothing, be difficult to exercise, or come with tax consequences that surprise you later. The goal is not to demand the biggest headline number. It is to understand what you are receiving, what it could realistically be worth, and which terms give you a fair chance to benefit from the company you are helping build.
Start with the percentage, not the number of options
“10,000 options” sounds concrete, but it tells you almost nothing on its own. The useful question is: what percentage of the company does this represent on a fully diluted basis?
Fully diluted means counting all shares that could exist if options, warrants, and other convertible instruments are exercised. A grant that equals 0.1% of a company today may become a smaller percentage after future fundraising rounds and expansion of the employee option pool. Dilution is normal at venture-backed companies. It is not automatically a reason to reject an offer, but it is a reason to ask for clarity.
Request the current fully diluted share count and the percentage your grant represents at the date of grant. If the company will not provide the share count, ask them to confirm the percentage in writing. A recruiter or founder may be used to discussing option numbers rather than ownership percentages, so this is often a signal that you are approaching the offer thoughtfully, not aggressively.
Also ask which type of equity you are being offered. Stock options are common at early-stage startups and usually give you the right to buy shares later at a predetermined exercise price. Restricted stock units, or RSUs, are more common at later-stage and public companies; they generally become shares as they vest. Some companies use restricted stock, phantom shares, or country-specific plans. The mechanics, tax treatment, and upside can differ significantly.
Read the terms that determine whether equity is usable
A percentage is only one part of the package. The terms determine whether you can hold onto the equity long enough to benefit from it.
Vesting and the cliff
Most startup grants vest over four years with a one-year cliff. Under this structure, you receive no vested equity if you leave before your first anniversary. At the one-year mark, 25% vests, then the remainder often vests monthly or quarterly.
This is standard, but standard does not mean fixed. If you are joining as a senior hire, leaving meaningful unvested equity behind at your current employer, or taking on a role with unusual scope, you can ask for a larger grant, an earlier partial vest, or additional equity after a defined performance milestone. Some leaders negotiate a six-month cliff, though this is less common.
Ask what happens if the company is acquired. “Double-trigger acceleration” means some or all unvested equity accelerates only if the company is acquired and you are then terminated or materially demoted. “Single-trigger acceleration” occurs at the acquisition itself and is rarer. Do not assume an exit automatically means your shares immediately vest.
Exercise price and exercise window
For options, the exercise price is what you pay per share to become an owner. It is usually set at the fair market value when your grant is issued. A low exercise price can be advantageous, but it does not guarantee an outcome. You still need a liquidity event, such as an acquisition, secondary sale, or IPO, to turn private shares into cash.
Ask how long you have to exercise vested options after leaving. In some plans, the window is only 90 days. That can force an employee to make a costly decision shortly after resigning, often while they have the least information and the most financial uncertainty. A longer window, such as five or 10 years from grant, may be negotiable, particularly at companies that want to compete for experienced talent.
Ask whether early exercise is available and whether the company has ever offered secondary liquidity to employees. These are not deal-breakers in every situation, but they reveal how seriously the company treats employee ownership in practice.
What happens in less-than-perfect scenarios
Negotiation is also about downside protection. Ask what happens to vested and unvested equity if you are laid off, if the company changes your role, or if it is acquired. Understand whether the board can alter the plan and whether your grant is subject to a formal equity incentive plan.
You do not need to approach these questions with suspicion. Try: “I’m excited about the ownership component. Could you walk me through the exercise timeline and what the plan provides in the event of a layoff or acquisition?” Clear questions are professional questions.
Build a realistic value range
Startup equity is not cash, and treating it like cash is one of the easiest ways to accept an under-market salary. To evaluate the offer, create a range rather than relying on the company’s most optimistic future valuation.
First, ask for the company’s latest valuation or most recent financing price, if it can be shared. Then ask for the current fair market value of the common shares and your strike price. Preferred shares held by investors can have rights that common shares held by employees do not, so a recent fundraising price is not a direct promise of what your shares are worth.
A simple mental model helps. Estimate the value of your ownership percentage at several possible exit valuations, then reduce that number for future dilution, taxes, the time value of money, and the likelihood that no liquidity event occurs. You do not need a perfect spreadsheet. You need enough context to avoid assigning certainty to a speculative outcome.
For example, 0.2% of a company sold for $500 million is $1 million before dilution, preferences, exercise costs, and taxes. That headline figure can shrink quickly. But 0.2% may still be compelling if the salary is fair, the company is credible, and the role expands your career. Equity should be evaluated alongside cash compensation, benefits, title, learning opportunity, and the strength of the team.
For European companies, the details can be even more jurisdiction-specific. Taxation may occur at grant, vesting, exercise, sale, or a combination of these events. If you live in one country and work for an entity in another, ask the company which plan applies to you and seek independent tax advice before exercising. A US-style options explanation may not translate cleanly to a Dutch, French, German, or UK employment arrangement.
How to negotiate the offer without shrinking the conversation
The strongest equity negotiation starts after you have established enthusiasm for the role. State that you are excited by the mission, team, and scope, then explain that you want to understand the ownership package well enough to make a confident decision.
Anchor your request in the role, not in a vague claim that you “deserve more.” If you are expected to build a function from scratch, bring domain relationships, manage a larger team, or join at an earlier and riskier stage than originally discussed, say so directly. Connect the ask to the value you will create.
You might say: “Given the scope of building the data partnerships function and the early-stage risk, I would be more comfortable with 0.35% ownership on a fully diluted basis. Is there room to adjust the grant?”
If the company cannot move on the percentage, negotiate another lever. You could ask for a higher base salary, a sign-on bonus to offset forfeited compensation, a review for a refresh grant after 12 months, a longer post-termination exercise window, or clearer acceleration protection. A startup’s equity pool may be tightly managed, while cash or terms may have more flexibility.
Avoid accepting “we will take care of you later” as a substitute for written terms. Refresh grants do happen, especially as companies mature, but they are discretionary unless documented. Ask how refresh grants have been handled for employees at your level and whether an equity review can be included in your first-year performance process.
Questions to ask before you sign
You do not need to interrogate every founder about the cap table. But you do need answers that let you compare offers responsibly. Before signing, make sure you understand:
- What type of equity is being offered, and what percentage does it represent on a fully diluted basis?
- What is the vesting schedule, cliff, and treatment in an acquisition, layoff, or role change?
- What is the strike price or current fair market value, and how long can you exercise after leaving?
- What funding has the company raised, what is its runway, and what milestones is it targeting before the next round?
- Which tax rules and plan documents apply to your location?
The final point is easy to overlook: ask to review the written grant documents when they are available. The offer letter may describe the grant at a high level, while the equity plan contains the conditions that matter later.
Equity is also a visibility question
Ownership shapes who benefits when the tech sector grows. For too long, women have been encouraged to prioritize being “grateful” for an offer rather than prepared to examine it. Asking informed questions is not a lack of loyalty. It is part of participating in the upside you are being asked to create.
Bring a clear request, know which trade-offs you can accept, and give yourself time to read the details. The best offer is not necessarily the one with the largest option number. It is the one where the role, the risk, and the ownership are aligned well enough that your future contribution has a genuine chance to become your future stake.
