What's negotiable in a job offer?

Counteroffer · Answers · offer Source: https://trycounteroffer.com/answers/whats-negotiable-in-job-offer

Short answer: Nearly every line of an employment offer is negotiable. The highest-value negotiables are equity grant size, annual equity refresh, base salary, severance protection (Cause and Good Reason definitions), double-trigger acceleration on Change of Control, IP assignment scope, non-compete reach, and sign-on bonus. Most candidates push only on base, leaving 4-6 other items on the table.

The 15 negotiables

In rough priority order:

1. Equity grant size

Benchmark against Levels.fyi, Pave, or Carta data for your role, level, company stage, and location. Most offers come in at the 25th-50th percentile of peer data. The 75th percentile is your achievable ceiling.

2. Annual equity refresh

The most overlooked negotiable for retention. Without an explicit annual refresh commitment, your effective comp drops 20-40% by year 3-4 as the initial grant vests out. Standard refresh: 25-50% of initial grant value annually.

3. Base salary

Most visible but often least flexible at the comp-table level. Recruiters have a defined band; significant moves require approval. Push to the top of the band, not above it.

4. Vesting structure

Standard tech: 4 years, 1-year cliff, monthly after. Premium variants: no cliff, monthly from day 1 (rare but exists at some companies). Worse variants: annual vesting after cliff. Push for the best structure available.

5. Severance benefit on involuntary termination

For senior roles especially. Director: 6 months base. VP: 9-12 months. C-suite: 12-24 months. Often missing from initial offer for non-executive roles.

6. "Cause" definition

Narrower Cause = better for you. Push to limit Cause to fraud, willful misconduct, conviction of a crime. Avoid subjective grounds like "failure to meet performance expectations" which give the employer constructive termination discretion.

7. "Good Reason" termination clause

Critical for senior roles. Triggers severance on material adverse changes (title cut, comp reduction, forced relocation). Without Good Reason, the employer can constructively terminate you without paying severance.

8. Double-trigger acceleration

100% of unvested equity vests on involuntary termination within 12 months of Change of Control. Standard for VP+. Often missing from initial offer.

9. Acceleration on involuntary termination (non-CoC)

6-12 months of vesting acceleration if you're terminated without Cause outside a Change of Control scenario. Senior leader negotiable.

10. Sign-on bonus

Bridges lost bonus or equity vesting cliff at prior employer. Typical clawback: pro-rated over 12 months. Push for shorter clawback window and Good Reason carve-out.

11. Stock option exercise window

Default 90 days post-termination. For ISOs, the 90-day cutoff converts to NSOs with significant tax implications. Request extension to 3-10 years.

12. IP assignment scope

State-law carve-outs (California Labor Code 2870 and equivalents in IL, KS, MN, NC, UT, WA) require exclusion of inventions made on personal time without company resources. Disclose pre-existing inventions in a Prior Inventions schedule.

13. Non-compete duration, geography, and scope

Push to remove entirely in non-compete-friendly states. Narrow to specific competitors and 6-12 months in enforcement-favorable states. See state-specific non-compete pages.

14. Non-solicitation scope

Limit to employees you managed or worked with directly; limit customer non-solicits to customers you actually serviced. 12-24 months max duration.

15. Title, reporting line, and role scope

Confirm in writing. Verbal interview commitments disappear in offer letters. Make sure title matches what was discussed and reporting line is specific.

Highest-leverage items by level

Level	Top priorities
IC	Base, equity size, equity refresh, sign-on
Manager	All IC items + role scope, performance review structure
Director	Equity refresh, severance protection, Good Reason, IP carve-out
VP	All above + acceleration, change-of-control, indemnification
C-Suite	All above + 280G excise tax planning, D&O tail coverage, executive perks, severance multiples (12-24 months base + bonus)

Things candidates routinely miss

Equity refresh language: ~80% of offers don't include explicit refresh commitments. Easy ask.
Good Reason clauses: Most directors and below have no Good Reason protection. Strong protection at minimal employer cost.
Extended option exercise window: Critical for ISOs. Most offers default to 90 days.
Prior inventions schedule: Often skipped during onboarding, then your side projects become company property. Always disclose.
Indemnification for officers: Should be standard for VP+. Often missing in offer letter though included in plan docs.
Outside boards and advisory roles: Specifically permit any pre-existing or anticipated outside work.
References to verbal commitments: Get any specific promises from interview process written into the offer.

Things that look fixed but aren't

"This is at the top of our band": Bands have ranges within ranges. Push for the high end of the high end.
"We can't change the equity grant": Equity is the most negotiable item for senior roles. Recruiters have more authority than they let on.
"This is our standard offer": Standard packages have ranges. Standard doesn't mean fixed.
"You're not eligible for [X]": Often means it wasn't initially offered. Ask why and request inclusion.
"We need to know by Friday": Deadlines are negotiating positions, not facts. Ask for more time if needed.

What to do next

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

Get your contract reviewed

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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.