Hey Lykkers! So, you’ve got a startup offer. The base salary might be lower than market rate, but they’re offering something shiny in return: equity. A piece of the company. The dream of a big future payoff.

But how do you turn that promise into a fair deal? Navigating equity is less about haggling and more about understanding the game. Let’s grab a coffee and break down how to negotiate like a pro.

The first shift is crucial. Don’t see equity as a “bonus” they’re giving you. See it as your investment—of your time, talent, and opportunity cost. You’re accepting a lower salary and taking a risk. In return, you deserve a meaningful stake in the potential upside you’ll help create.

"When you're negotiating for equity versus cash compensation, you're implicitly saying that… I'm putting my bet [on] the company's success, and I want my financial outcomes to be directly tied to the company's financial outcome," says Bhavik Vashi, Managing Director, Asia Pacific and Middle East at Carta (quoted in CNBC on how to negotiate for more equity at your startup).

Step 2: Master the Vocabulary (It’s a Different Language)

You can’t negotiate what you don’t understand. Here’s your quick glossary:

Stock Options: The right to purchase shares at a set price (the "strike price") in the future. They’re worthless until the company’s value exceeds that price.

RSUs (Restricted Stock Units): Promises of actual shares that vest over time. More common in later-stage startups.

Vesting: How you earn your equity. Standard is over 4 years with a 1-year "cliff." That means you get nothing if you leave before a year, then 25% vests at that mark, with the rest vesting monthly or quarterly.

Exercise Window: If you have options, this is the time you have to buy them after leaving the company. A short window (like 90 days) is a major risk.

Dilution: Your percentage of ownership shrinks as the company issues more shares to new investors and employees. It’s normal, but it means you should focus on your potential dollar value, not just the percentage.

Step 3: Ask the Right Questions (The "Discovery Phase")

Before you even talk numbers, you need data. Have a respectful, curious conversation with the founder or hiring manager. Frame it as wanting to understand the opportunity fully.

"Can you help me understand the current capital structure?" (How many shares exist? This lets you calculate your true percentage.)

"What was the most recent 409A valuation or preferred share price?" (This sets the strike price for options and gives you the company's formal worth.)

"What is the company’s long-term vision for an exit?" (e.g., IPO, acquisition in 5-7 years)?"

"What is the exercise window for options after leaving?" (Aim for 10 years; push back hard on 90 days. This is a key negotiation point.)

Step 4: Negotiate the Package, Not Just the Slice

Now you can talk numbers. Don't just negotiate the percentage of equity in isolation. Negotiate the total compensation package where salary, equity, and other benefits are levers.

The Trade-Off: Be prepared to say, "Given the below-market salary, I’d like to discuss increasing the equity grant to reflect the additional risk I’m taking on."

The "What If": Propose scenarios. "If we could move the salary closer to $X, I could accept the current equity offer. Alternatively, if the salary remains at $Y, I believe an equity grant of Z% would make the package competitive."

Focus on Impact: Tie your request to your expected impact. "In this role, I’ll be directly building the product that drives our Series A goals. I want my equity to reflect that key responsibility."

The Non-Negotiables: Protecting Your Future Self

Some terms are worth digging your heels in for:

1. The 1-Year Cliff / 4-Year Vesting: Standard. Don’t accept a longer cliff.

2. Extended Exercise Window: This is critical. If you leave the company, you may not have the cash on hand to purchase your options right away. A short exercise window forces an impossible choice: forfeit your hard-earned equity or make a significant, pressured financial commitment. This is why negotiating for a 7-10 year exercise window is one of the most important protections you can secure for your future self.

3. Acceleration on Change of Control: Ask if any of your equity vests automatically if the company is acquired (single-trigger acceleration). This is a tough get, but worth asking.

Lykkers, remember: In a startup, your equity is your lottery ticket that you have to help print. Negotiating it well is how you ensure you have a real seat at the table, not just a chair in the corner. Be informed, be collaborative, and advocate for the value you bring. Now go get your fair share.