First job offer - what should I look for?

Counteroffer · Answers · offer Source: https://trycounteroffer.com/answers/first-job-offer

Short answer: For a first job offer, focus on: base salary vs market for your role and location, equity grant if any (size, vesting, type), benefits scope, IP assignment with state-law carve-outs, and the option exercise window if you receive options. Don't worry as much about severance triggers and complex executive terms; those become relevant at higher levels. Always negotiate something to establish that you do negotiate; recruiters often respect a candidate who asks more than a candidate who accepts immediately.

Priority items for first-job offers

When evaluating your first professional offer, focus on a smaller set than senior negotiations would address:

1. Base salary

Check against:

Glassdoor for the company and role
Levels.fyi for tech roles
Payscale for general market data
Salary surveys for your specific industry and city

If the offer is below median for your role/location/experience, you have grounds to ask for more. Don't expect huge moves but pushing from 40th to 60th percentile is reasonable.

2. Equity grant (if any)

For startup roles especially:

Is it RSU, ISO, or NSO? (Each has different tax implications)
What's the grant size in shares?
What's the strike price for options?
What's the company's latest 409A valuation or preferred stock price?
What's the vesting schedule? (Standard: 4 years, 1-year cliff)
Is there a refresh policy?

For early-career roles at startups, equity grants are typically modest but can become significant if the company does well. Understand what you're being granted.

3. Benefits

Health insurance: employer contribution to premiums
Dental and vision
401(k) match (this is often "free money")
PTO and sick leave policy
Parental leave (if relevant to you)
Mental health benefits
Professional development budget

Benefits can add 20-30% to the value of base comp. Don't ignore them.

4. IP assignment

Read the IP assignment clause carefully. If you have any:

Existing inventions (open source contributions, hobby projects)
Plans for side projects
Creative work outside the job

Make sure these are protected. Request the state-law carve-out language (California § 2870 or your state's equivalent) and add a Prior Inventions schedule listing anything you want to exclude.

5. Option exercise window (if you have options)

Default is 90 days post-termination. For ISOs specifically, this is problematic because the 90-day cutoff converts ISOs to NSOs with significant tax implications.

For first-job offers with options, requesting an extended exercise window (3-5 years) is a reasonable ask. Many companies will accept; some won't.

What you don't need to focus on yet

For first-job offers, several common senior-level concerns are less relevant:

Severance triggers and Good Reason: Important at director+ level; less so for entry-level
Double-trigger acceleration: Important when you have significant unvested equity to protect; less relevant when grants are modest
280G: Only matters for executives
D&O insurance and indemnification: Only matters for officers
Complex equity refresh structures: Worth understanding but not aggressively negotiating at entry

These items become important as you advance. For now, the basics matter most.

How to negotiate without overreaching

For first-job offers:

Negotiate one or two items, not the entire letter
Anchor on data: market salary surveys, peer offers if you have them
Be polite and professional; first impressions matter
If they say "this is our standard offer," ask once more for a specific change
Accept gracefully when the answer is final

Sample counter:

"Thank you for the offer. I'm excited about [role/team]. Based on the Glassdoor median for [role] in [city], the typical base is in the [$X] range. The current offer is at [$Y]. Could we adjust the base to [$Z]?"

This is concrete, data-driven, and respectful. Most companies will respond with something even if not the full ask.

Common first-job offer mistakes

Accepting on the spot. Take at least 24-48 hours to review carefully.
Negotiating only base salary. Equity, signing bonus, start date, and benefits are all negotiable.
Disclosing your prior salary. In states where it's legal to ask, decline politely. In states where it's illegal (CA, NY, others), they shouldn't ask.
Believing everything is fixed. It almost never is. Even "standard packages" have ranges.
Skipping the IP carve-out conversation. Easy to do at signing; impossible to retroactively claim ownership of work you already did at the company.
Ignoring restrictive covenants. Non-competes, non-solicits, and confidentiality clauses can affect your future career significantly. Read them.

What to do next

If you want a delivered review of your first offer including market benchmarks and recommended counter language, we deliver one in 24 hours for $199. See Offer Review.

For most entry-level offers under $80K comp, the math may not justify a full review. The information in this page and related answers can help you negotiate effectively on your own.

Get your contract reviewed

If you want a delivered review of your specific document with cited authority and counter language, see https://trycounteroffer.com/offer.

Last updated: Sun May 31 2026 00:00:00 GMT+0000 (Coordinated Universal Time)

Counteroffer is a contract analysis service, not a law firm. This page is informational, not legal advice.