The headline number is not the offer.Read year one. Then year four.
Base is the easy line. Level, vesting, bonus rules, and equity mechanics decide what the package may actually pay.
Need the counter playbook?Verify level and location
Confirm the band, work location, and whether the role’s scope matches the level on the offer.
Build separate years
Write out base, target bonus, guaranteed cash, and scheduled equity vesting for each year.
Mark the maybes
Do not count future refreshers, private-company liquidity, or future share prices as guaranteed pay.
Turn the package into honest numbers
A polished total-comp figure can mix cash you will receive with money that depends on performance, vesting, liquidity, and future share value. Separate them before you compare anything.
Base + any guaranteed sign-on
Bonus target, rules, and payout history
What actually vests in each year
Refreshers, private liquidity, future share price
Year one
Base paid during the first year, guaranteed sign-on cash after any repayment terms, expected bonus based on its actual rules, and equity scheduled to vest.
Steady state
What remains after a sign-on ends, how vesting changes, and whether any future grant or bonus is documented or merely customary.
Equity is not salary wearing a hoodie
Ask what the award is, what it costs to own, when it becomes yours, and whether there is any realistic path to liquidity. A grant can be valuable. It can also be worth nothing.
A promise to deliver sharesRestricted stock units (RSUs)
Confirm the number of units, the vesting schedule, what event delivers the shares, and what happens if you leave. At a public company, current share price can help model value, but future value is still unknown. At a private company, settlement and liquidity may depend on additional events.
The right to buy sharesStock options
Ask for the option count, strike price, current common-share fair market value, vesting schedule, expiration date, post-termination exercise window, and liquidity restrictions. The option only has economic value if the share value eventually exceeds the strike price and you can sell.
Take these to the recruiterThe questions that make a grant legible
- What type of award is this, and how many units or options are included?
- What vests in each year, and is there a cliff or other trigger?
- For options, what are the strike price and latest common-share fair market value?
- Will the company share a fully diluted share count or ownership percentage?
- What is the exercise window after leaving, and can it change?
- How have employees historically obtained liquidity? Is any future event guaranteed?
Award and timing matterTaxes need a real answer, not a blog shortcut
Tax treatment differs across RSUs, incentive stock options, nonqualified stock options, location, timing, and individual circumstances. Use this guide to know what to ask, then confirm the consequences with a qualified tax professional before exercising or making an election.
Level can be the quietest expensive line
The right salary at the wrong level can affect scope, promotion timing, future bands, and equity. Make the role and the label agree.
- Ask for the formal level and the range attached to your work location.
- Compare the responsibilities discussed in interviews with the written role.
- Ask how performance is evaluated at that level and what the next level requires.
- Treat external leveling data as a clue, not a company promise.
“I want to make sure the level matches the scope we discussed. The role includes [specific responsibility]. How did the team map that scope to [offered level], and what would distinguish the next level?”
What this makes clear: A concrete scope question instead of “I deserve a higher title.” The answer tells you whether the disagreement is about labeling, responsibilities, or the approved band.
Counter the part that changes the decision
Once the package is legible, choose the one or two terms that matter most. Keep the math and the message separate.
Sign-on, base, or vestingThe year-one gap
“When I compare the offers year by year, this package is [X] lower in year one because [specific reason]. This role is my preference. Is there room to close that gap through [term]?”
What this makes clear: The actual comparison and the term you want reviewed. Do not imply another offer exists unless it does.
Ask before you counterThe equity grant is hard to value
“Before I compare the equity, could you share the grant type, vesting schedule, and the information the company provides candidates to understand strike price or current share value?”
What this makes clear: A request for missing facts. You are not assigning private equity a value the company has not supported.
Make the mismatch visibleThe level does not match the scope
“Several responsibilities we discussed, including [specific responsibility], appear closer to [level] scope. Could the team revisit the level, or clarify which responsibilities would change at the offered level?”
What this makes clear: A decision the team can evaluate: move the level, or narrow the scope. Either answer teaches you something important.
You do not need a chess face.
You need the whole offer in writing, the missing facts, and a number you can explain without squirming.