How do I negotiate a job offer?

Counteroffer · Answers · offer Source: https://trycounteroffer.com/answers/how-to-negotiate-a-job-offer

Short answer: Negotiate a job offer by responding within 24-72 hours with a written counter that asks for specific dollar improvements and clause changes (not vague requests for 'more'). Anchor high on 2-3 priorities, cite peer comp data from Levels.fyi or Pave for your role and level, and bundle your asks as one collaborative revision rather than a list of demands. Most offers have meaningful room above the initial number, especially on equity refresh, severance triggers, and IP scope.

The five-step playbook

Step 1: Buy time without seeming hesitant. The window from offer to required response is usually shorter than you need but longer than the recruiter implies. A standard response: "Thank you for the offer. I'm excited about the role. I'd like a few days to review the details carefully and come back with any questions. Can we plan to talk by [date 3-7 days out]?"

Step 2: Read every line of the offer letter and any attached documents. Equity grant docs, vesting schedules, IP assignment, non-compete language, severance triggers, change-of-control protection. The headline base salary is the most visible number but rarely the most valuable negotiable.

Step 3: Benchmark against real comp data. Levels.fyi, Pave, Carta data, and (for executives) public 10-Q filings or proxy statements. Get the median for your role, level, company stage, and location. Note the 75th percentile, which is your reasonable ceiling.

Step 4: Prioritize 2-3 asks. Don't negotiate every line. Focus on:

The highest dollar item (usually equity grant size or refresh)
The biggest protection gap (severance triggers, Good Reason)
One quality-of-life or flexibility ask

Step 5: Counter in writing, professionally. Email is better than a call for the first round. It gives the recruiter time to consult internally and removes the pressure of real-time response.

What to ask for first

In rough priority order by dollar impact:

Equity grant size: Cite peer data. "Pave median for [role/level/stage] is [X] units; the offer is at [Y]. Request adjustment to [X]."
Annual equity refresh commitment: Without refresh, year 3-4 effective comp drops 20-40%. Request annual refresh at 25-50% of initial grant.
Base salary: Anchor high on the comp range. Bring 2-3 data points from Levels or Pave.
Severance protection: Especially for VP+. Request severance on termination without Cause OR resignation for Good Reason.
Good Reason termination clause: Material reduction in title, comp, or relocation triggers severance.
Double-trigger acceleration: 100% vest on involuntary termination within 12 months of Change of Control.
Sign-on bonus: To bridge equity vesting cliff at prior employer or lost bonus.
IP assignment carve-out: California 2870 or state equivalent. Disclose pre-existing inventions in a Prior Inventions schedule.
Non-compete removal or narrowing: Especially if you're in a non-compete-friendly state.
Flexibility on remote, hours, start date: Often easier wins because they don't cost the company directly.

The counter email template

Subject: [Role] offer follow-up and proposed terms

Hi [Recruiter name],

Thank you for the offer for [Role]. I'm excited about the team and the opportunity. After carefully reviewing the offer letter and equity documents, I wanted to come back with a few items I'd like to discuss before signing.

First, on equity: based on Pave and Levels.fyi data for [Role] at [Level] in [Location] at a [Stage] company, the median grant size is [X]. The current offer at [Y] is in the [Nth] percentile. I'd like to request an adjustment to [X target] to align with market.

Second, on equity refresh: I'd like to add language committing to an annual refresh grant of no less than 25% of the initial grant value, subject to performance review. This is standard at [Stage] companies and aligns with the long-term retention we both want.

Third, on severance: for a role at this level, I'd like to add a severance benefit of [N] months of base on termination without Cause or resignation for Good Reason, with Good Reason defined to include material reduction in title, base salary, target bonus, or relocation more than 50 miles.

Happy to discuss any of these on a call. Looking forward to closing this out.

[Your name]

This template works because it's specific, references peer data, and proposes concrete language. Vague pushback gets vague responses.

Common negotiation mistakes

Accepting verbally before written counter: You forfeit leverage and signal you'll accept whatever comes back.
Negotiating only base salary: Base is the most visible but often least negotiable. Equity, severance triggers, and IP scope are where real money sits.
Asking for "more" without specifics: Recruiters need a number to push internally. "Can you do better?" goes nowhere.
Threatening to walk without meaning it: Recruiters notice when threats are bluffs. Only signal walk-away if you actually have other options.
Negotiating against yourself: After your counter, wait. Don't follow up to lower your ask before they respond.
Ignoring competing-offer leverage: If you have other offers, mention them factually. Don't oversell, just state the data.

When to walk away

A few signals that the offer isn't worth signing even with negotiation:

Recruiter is hostile to any counter, framing negotiation as a problem
Equity grant is dramatically below market (>40% below median) and they refuse to move
IP assignment has no state-law carve-out and they refuse to add one
Non-compete is broad and enforceable in your state and they refuse to narrow
Verbal commitments from the interview process disappear in writing
Comp is at the floor of the band AND there's no equity AND no severance protection

If 3+ of these apply, the offer may not be worth pursuing further regardless of negotiation outcome.

What to do next

If you want a delivered review of your specific offer letter, with peer comp benchmarks, every negotiable clause flagged, and the email language to send the recruiter, we deliver one in 24 hours for $199. See Offer Review.

Sources

Levels.fyi comp data
Pave market data
Carta startup compensation reports
IRC § 280G (parachute payment rules for executive comp)

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.