Executive Compensation Negotiation
A detailed guide for High Earners negotiating offers at Big Tech companies—and the strategies that work best when compensation includes salary, equity, and bonuses.
by Josh Doody
This guide is written for executives—especially those joining public or pre-IPO tech companies—who want to confidently negotiate complex job offers. Even if you’re not joining a tech company, this will be helpful for you.
“You should always negotiate” is something I’ve said many, many times. And you should!
But the reasons you should always negotiate will vary depending on your situation.
There are two main reasons you should negotiate, and one of them is more likely to apply depending on your unique situation:
My book, Fearless Salary Negotiation, is applicable in both instances, but is really written for the first case. It’s a step-by-step guide to help you arbitrage that gap between a company’s initial offer and their budget for the role using a formulaic approach to capture as much of that gap between offer and budget as possible.
As you move up the org chart, the primary reason to negotiate shifts from “arbitrage” to “conversation”. At the bottom (fatter part) of the org chart, salary negotiation is almost exclusively about that arbitrage. In the middle of the org chart, both reasons may be in play. At the top of the org chart (skinnier part), it’s mostly a conversation about your value to the firm and how much of that value you can capture.
The further up the org chart you move, the more complicated your job offers will become. On the lower parts of the org chart—for entry- and mid-level roles—offers are pretty simple containing one or more of these components: base salary, equity, a sign-on bonus, and some sort of incentive-based compensation like a performance bonus.
Once you get to the executive level of the org chart, your offers may include many more components: complicated incentive bonus structures, stock refreshers, triggers, accelerators, severance considerations, access to certain budgets, on and on. Each of those components might also have a very wide range available, and there are usually tradeoffs between them.
This makes negotiating executive compensation much more nuanced than negotiating other offers (and those negotiations are already pretty nuanced). Negotiating is not just about making all the numbers as big as possible, but finding the combination of numbers that maximizes the comp package’s value and makes the particular configuration most compelling to you.
This article is a deep dive into how to go about negotiating executive-level job offers.
There are two major categories of executive offers we’ll talk about here: public companies and private (often pre-IPO) companies.
While nuanced and often multi-faceted, executive job offers from public companies are typically more straightforward to evaluate and negotiate, so we’ll start there.
Private companies’ offers are often much more difficult to evaluate and negotiate, largely because a significant part of any executive compensation package is going to be equity, and “equity” in a private company—especially a VC-packed, private equity-owned, or otherwise funded company—can be very difficult to value and negotiate. Rather than a clearly valued, publicly available stock, you may be offered stock options or any number of flavors of equity and the vesting schedule for that equity may be opaque and even brittle.
So we’ll start with executive compensation at public companies and then talk about how things might differ for private companies.
Back to the org chart from earlier: the lower down the org chart, the more straightforward the compensation structures; the higher on the org chart, the blurrier the compensation structures.
What I mean is that the compensation for, say, an entry-level engineer at a public company is probably pretty cleanly bound in a pay band for that level of role at that company. There’s a specific lower limit and a specific upper limit to what that engineer can make at that level in the company.
There are a lot of reasons for this, but a big one is that there are just so many people in this part of the org chart. Thousands or tens of thousands of individual engineers may be assigned that level, and the industry itself may employ hundreds of thousands or millions of engineers with that level of experience and skillset. That means it’s pretty easy to do some basic math and figure out, eg, market rates for an entry-level engineer at a certain type of company.
Employment is a market, and markets are really good at finding appropriate prices using transaction data. Lots of data means pretty clearly defined prices (wages) for these entry-level engineers or other workers.
As we move up the org chart to the skinnier part, there is less and less data available. Millions of data points become hundreds of thousands, which become tens of thousands, thousands, and eventually hundreds. Occasionally, especially for newer industries and specific executive roles in those newer industries, there may literally be only scores, dozens, or just a few data points.
So rather than using millions of data points to determine the hard floor and ceiling for a payband, companies have to use just a few data points as a baseline, then turn their focus to unique organizational value.
Your unique value proposition is always valuable in a negotiation, but it’s paramount when negotiating executive compensation.
Instead of, “What does the market say the appropriate wage is for this role?”, they ask, “What is the value of this role to our organization? And what will we be missing out on if we don’t bring this particular individual into this role?”
To put it a little more crassly: entry-level engineers are more or less fungible, but the right executive with the right skillset aligned with the right role in an organization could be unique and extremely valuable.
That uniqueness means that executive compensation negotiation is less tactical and more artful. It is a conversation rather than a math problem. Instead of looking at objective things like market value and demand, more subjective criteria dominate.
Here are some questions to help elucidate how valuable a particular candidate might be for an executive role:
The smaller those numbers, the more unique and valuable an individual executive’s value proposition might be. If you are one of those executives considering a role with a big public company, then these two questions can often help elucidate how much value you will bring if you join that particular company in that particular role:
The larger those numbers, the more valuable you are in this particular role.
Typically, the relationship between “value created” and “value captured in comp” will diverge the higher up the org chart you go as the absolute numbers get bigger and bigger, but the larger those numbers the more opportunity cost there is for the company to not hire you for compensation related reasons if you’re well-aligned to the role. That means you have more latitude to negotiate more aggressively on more dimensions.
Now we get into how to negotiate executive comp packages. As I mentioned earlier, these negotiations are more art than science, so these will be high-level guidelines that you should consider when negotiating.
This might be the most important, most valuable strategic consideration when negotiating your job offer: Let them make the first offer.
They will often ask you for your salary expectations, sometimes multiple times. They may be stubborn or even insistent that you suggest a salary range or even a comp package “to save time” or “so we can make sure to offer something compelling to you”.
You might be persuaded by these arguments. You might even be thinking, “If I don’t suggest something, then what if they come in way too low? Then what? I should anchor high to make sure they don’t undershoot.”
When they ask you for their salary expectations, this is what they’re saying:
“You don’t work for us yet, so you don’t know the internals of our business, how healthy it is, our budgets, how valuable this role is, or anything else. But why don’t you go ahead and take a guess what we’re willing to pay you to fill this role for us?”
You will pretty much always guess wrong. You’ll either overshoot, which might not be too bad, but isn’t ideal, or you’ll undershoot, which can be very expensive.
What if your “high anchor” is actually not that high? What if you undershoot by 5%? 10%? 50%?
Instead, defer to them to suggest a comp package that you can consider. That will give you a good idea what value they put on the role, and will give you a concrete starting point for your negotiation. You’ll also get to see how they’re structuring the offer, what’s included, what levers might be available for negotiation, and many other useful insights you can use to negotiate your offer more effectively.
Here’s what you might say to keep the process moving along without suggesting numbers:
“I really don’t have a number in mind. I know I’ll be a valuable addition to the team, and I’m very excited to contribute given how well aligned I am with what you’re doing, but I’m not comfortable suggesting a number. I look forward to hearing what you suggest when we get to that stage.”
That’s how to avoid the most expensive comp negotiation mistake you can make, which is drastically undershooting their budget.
Deep Dive What to say when asked for your salary expectations
How to answer the “What’s your current or expected salary?” question
Before you can negotiate your offer, you need to understand your offer. You’ll want to be able to answer the following question: “What are the best- and worst-case income scenarios for me over the next few years with the compensation package they have offered?”
Because there can be so many moving parts, you may need to fire up a spreadsheet or some other tool to get a sense of what your income will look like over the first several years of your tenure. For vanilla offers, this is easy: “They offered $100,000 base salary, so I will make $100,000 per year.” For executive comp packages, this can be pretty challenging: You may have base salary, some performance incentive which may have multiple tiers and components on its own, then there might be equity, which could be an initial grant, but may also be refreshers, and there could be sign-on bonuses along with other components.
Getting a high-level understanding of what your comp will look like over several years will help you get a sense of what they’re offering and will also help you begin to see where the variance comes from over time.
Once you understand your offer, you need to evaluate your offer. Ideally, you have some annual number in mind that will be acceptable to you in order to take on this role along with all of its responsibilities. Now that you have a high-level picture of what your comp will look like over the next several years, you can evaluate their offer by comparing to that annual number you need to make the job itself worth it to you.
How good is the offer? Or, more specifically, how does the offer itself stack up against the annual compensation number you had in mind? Is the offer lower than, about the same as, or more than your requirements? If it’s lower, how much lower? Like, is it a lowball offer, or just slightly below what you need to make it work?
Having a qualitative evaluation of the offer relative to your expectations will inform your negotiation strategy. Negotiating a lowball offer is very different than negotiating a higher-than-expected offer.
Next, you should look at how they—the recruiter or executive you’re working with to configure your compensation package—described your offer. This will not only help you understand how they think of job offers, but it will give you some ideas on how to negotiate it.
Do they talk in “total comp” numbers? Did they just give you a list of numbers for different components? Did they talk about “one-time” benefits versus “ongoing” or “recurring” benefits?
Whenever you can, you’ll want to negotiate using their language so that you avoid misunderstandings and ambiguity. You might need to modify your spreadsheet to accommodate for this. They may describe a few different buckets of compensation, so you’ll want to understand what’s in those buckets and how big they are.
Once you understand how they think about and talk about your offer, then you can start to look at it in terms of the individual components and categories of things in the offer. Start by identifying the thing or things that are most valuable to you.
The top thing on that list is where you’ll focus your negotiation until you are pretty sure that item is maxed out.
You want to make sure that your negotiation is laser-focused on what you care about the most. That’s usually going to be the thing that is most valuable to you, and which is probably most expensive for the company to grant you. If you offer a few things up for negotiation, they will naturally choose the cheapest things to concede. But that’s not what you want. You want them to focus on the more costly things (which are most valuable to you). So don’t give them options—focus on one thing, or as close to one thing as possible.
I typically try to focus on something big like total compensation or equity.
Once you’ve identified your focus for the negotiation, it’s time to figure out how aggressive to be.
Earlier, we talked about your value to this firm in this particular role. To reuse those criteria from earlier, but summarizing the takeaway slightly differently:
What does “aggressive” mean?
This is extremely situationally dependent. A lot of negotiating compensation is science-like: follow these steps, in this order, with these guidelines, to get the best result. But a lot of negotiating compensation at the executive level is more art-like—squishier—and it’s difficult to give an easy-to-apply rubric that will apply to most situations.
Earlier, I talked about how the reasons to negotiate comp change as you move up the org chart.
Near the bottom (wider part) of the org chart, when you’re negotiating as an arbitrage against companies’ tendency to make offers below their budget, my guidance is that you should counter 10–20% above their offer. Lower (10%) is less aggressive, and higher (20%) is pretty aggressive. There are times when someone negotiating for a role near the bottom of the org chart might go above 20%, but they’re pretty rare.
Near the top of the org chart (skinnier part), when you’re negotiating more in relation to the value that you’ll add to the firm, that 10–20% range just isn’t as useful. In general, 20% is where I’ll start when I work with executives, and the number can go up a lot from there.
Fifty percent, or even 100% counters are not off the table for the right leader in the right role at the right time.
Most of the time, I’ll consider a counter in the 20-30% range and see how that feels based on the answers to those “how many” and “value” numbers.
The best way to negotiate your offer is over email. My clients are often able to conduct their entire comp negotiation over email.
In order to keep your negotiation in the email channel, you should try very hard to defer back to email whenever possible.
“Thanks for the offer, I appreciate it. If you don’t mind, I’d like to think this over for a day or two and then get back to you with my thoughts.” Then your next communication is a counter offer email.
Once you counter, your recruiter will usually either call you immediately or request a phone call to talk about your counter. Take that phone call, listen to what they say, ask for time to consider it, and get off the phone call. Then email them your thoughts.
You can basically repeat that until you’re finished negotiating. It will feel a little tedious, and your recruiter will probably not prefer it, but this is what’s best for you and most recruiters will just go with it.
If it’s a little awkward to force everything to email, then why do it? There are lots of reasons this is best for you, and I’ll list a few here.
Throughout your career, you might negotiate a dozen job offers, and that’s an estimate on the high side. Your recruiter might negotiate a dozen offers this week, or even today.
Because of this experience gap, your recruiter will be far more comfortable negotiating your offer than you will. Their preferred arena is a phone call or video chat, but a real-time negotiation will be far more challenging for you than it will be for them.
In order to mitigate that advantage, you can move to email where you can be thoughtful and deliberate about every interaction. Email is slower, and that’s good for you.
Part of countering is saying a bigger number, and it’s important to calibrate that number to be as aggressive as possible without going overboard. It’s also very important to pair that number with a case that is persuasive such that your offer is improved.
The best way to clearly articulate a well constructed case to support your counter offer is to put it in writing. That way, you can take your time, identify your best points, tie them to the value you’ll bring to the team, and clearly write them up so you present your counter offer number with a solid case to support it.
Not only will you build a better case when you can think about it and write it down, but you can’t be interrupted or forget to say something if you’re writing it down.
There’s also another reason that writing your case down is very important…
Although your recruiter is the person who made you an offer, and they’re your point of contact for negotiating it, you’re really negotiating with people who are behind the scenes that you can’t see. Most of the time, especially for executive compensation packages, your recruiter will have some sort of pre-approved offer available, but making substantial changes will require approvals from Finance, the board, other executives, etc.
That means your recruiter will have to take your counter back to those approvers and make a case for more comp. But if you made that case on a phone call, then you’re playing a very high-stakes game of telephone, hoping they understand your case, remember it well, and articulate it clearly to the approvers.
That’s a pretty intense parlay that is unlikely to pay off.
Even if they understood what you said, they almost certainly don’t know as much about the role or your background as you do, and they will be paraphrasing your case based on a very limited understanding of exactly why you’re valuable to this team at this time.
By writing your case down in email, you are giving them a document they can forward to the approvers, giving you a chance to communicate your counter offer and case directly to those approvers in your own words. This is extremely important. By counter in email, you can disintermediate the negotiation so that you are communicating directly with the approvers on your own behalf.
This section may sound a little cynical, but this is reflective of my experience through hundreds of negotiations.
One more reason it’s important to counter over email is that it forces the recruiter to act on your counter by creating a paper trail.
If you negotiate your offer over the phone, then the recruiter can talk you into accepting less than you otherwise might and they know that there’s no real record of what you asked for and how they responded. That gives them more latitude to bluff by saying things like, “I really don’t think they’ve got any more room in this offer.”
That might sound like, “We have made our best and final offer and we hope you’ll accept it.”, but that is not what they are saying. They know that negotiating comp is probably outside your comfort zone, and they are hoping that you’ll perceive that the offer can’t improve, give up negotiating, and just accept the offer as-is. That saves them a lot of time and effort, saves the company money (not a primary concern for most recruiters, but doesn’t hurt), and lets them move on to their next candidate.
Since there’s no paper trail, they also have very little concern about justifying the negotiation outcome later on if they need to. If you end up declining the offer entirely, or if you complain about your low comp later on, there’s no record of you trying to improve your comp, and the recruiter can just say, “I’m not sure what happened there.”
When you counter over email, creating a paper trail, they pretty much have to engage with your counter, take it up the chain for approvals and see what they can do because now there’s a written record of your request.
Once you have made your initial counter offer, which should be aggressive and focused on the thing which is most important to you and which gives you the most room for improvement, then their response will point you in the direction you should continue for the remainder of your negotiation.
You will likely have asked for a large improvement in something like total compensation, which covers multiple individual components. Their response will usually tell you a lot about where they are flexible and how flexible they might be. You’ll need to analyze and think about their response.
If they made a tiny move on base salary, but a big move on equity, then it’s likely that they are constrained on base salary, but may have a lot of latitude on equity, so you might focus there. If they made a big move on bonus structure, maybe you’ll focus there. If they made a big move in base salary, maybe you’ll focus there.
It’s also helpful to think about incentive alignment here. You have asked for what you care about most, and they have responded with more information on where they’re flexible and what they care about. Your next ask or two may be better received if you focus on aligning your incentives with their business objectives: What can you ask for that looks like a mutually beneficial set of incentives? Focus there.
The exception here—the time when you may continue to focus on a component where they seem to be inflexible—is if that component is a dealbreaker for you. If you must have an improvement in an area that they have been stubborn about, then you may continue focusing on that and you would want to tell them that this is the most important area for you.
You may wind up at an impasse, but that’s always a risk when you have certain demands that must be met in order for you to accept a compensation package.
You should eventually ask for a sign-on bonus (or an increase in the sign-on bonus they offered) last. The main reason for this is that companies see a sign-on bonus as a way to close the deal. They will often keep it in their back pocket so that they have something to offer you to get you to sign.
But you don’t want to ask for a sign-on bonus too early because you may be giving them a way to make a “big” concession that is less valuable to you than other concessions like base salary, equity, improved bonus structure or something else might have been. You don’t want to inadvertently get the sign-on bonus in lieu of something that you would have preferred instead.
By the time you get to the final stages of the negotiation, there will likely be a gap between what you have asked for and what they have given, likely in terms of total comp or something else that has approximately a one-year horizon. A good way to size your sign-on bonus request is to fill that gap, or even a little more.
One thing you should prepare for is that, at the highest levels of the org chart, negotiations can take a while. It may be weeks or even months from the time you start negotiating until you’re reviewing the final paperwork. That’s normal. Not only are you often talking about large amounts of money, but the uniqueness of your negotiation means everyone is sort of figuring it out as they go. They don’t have a specific budget for this one role, so going beyond what they initially offered likely will require approvals, and the approvers are people who are working at the very top of the org chart, and are probably pretty busy.
It’s not uncommon to be waiting for one key stakeholder to approve a big comp increase for a week because they’re traveling or in important meetings all week. There is often a lot of internal back-and-forth as the decision makers discuss the role, how important it is to get you on the team, and myriad other things. Those conversations themselves take a while once they get started, and getting all of the decision makers into a room (physical or virtual) to discuss your specific comp package might take a while.
So be patient and give it time. If you had just asked for another $10,000 salary, they could probably auto-approve your request. But $1,000,000 more equity and a big sign-on bonus? That might take a while.
I’m sharing this for two reasons:
You don’t want to send a big counter and then essentially back off of it or lessen its weight by appearing nervous. They will sense that and will likely be less flexible as a result.
It can be very powerful to make a big ask and then quietly wait for a response. It shows that you’re comfortable with what you asked for and you think it is reasonable. It shows that you’re giving them space to find a way to accommodate it because you know it’s worth accommodating.
You made your ask. You made your case. Now wait to see how they respond.
When considering an executive job offer and how you will negotiate it, there are certain things which might be very valuable to you, and which you can essentially get for free if you ask for them at the right time, assuming they’re there for the taking.
Start date, Vacation time, travel accommodations, conference attendance, and things like that might all be free to you if you time things correctly. What I mean by “free” is “you don’t have to sacrifice on your core comp to get them”. You don’t have to give up, say, base salary or equity in order to get your desired start date.
How? Timing!
People like to talk about “leverage” in negotiations. I generally try to avoid using jargon, but there are many, many forms of “leverage”. The most common one is competing job offers, which actually provide less leverage than you might think.
There is a moment in every comp negotiation between the time when you have finalized and agreed to your core comp and the time when you sign the paperwork that you, the candidate, have tremendous leverage to ask for things. I call that “the freebie window”.
Once you get a job offer, you’re basically at the finish line of the recruiting process. You will feel this, but the company and your recruiter—people who have invested a lot of time, money, and energy to that point—will also feel this intensely. They are so close to closing a candidate, often for a critical role for an anxious hiring manager who has spent a long time trying to find the right candidate for this particular job.
The core comp is the most expensive thing for the company. Once they’ve finalized those numbers, they know that the big spending is behind them. It’s so close, they can taste it. But they still need to close the deal, and that doesn’t happen until you actually sign the offer.
So when you get a job offer, you’re near the finish line, and when you finish negotiating comp, you and the company together are both basically doing that runners’ lean, just about to break the tape. But not quite yet! There’s that tiny little window where the most expensive part is over for the company, but they haven’t quite closed the deal: that’s when you can make asks for freebies.
“This is great. I’m really happy with this comp package–thank you for working with me on this. Before we finalize everything, I was wondering about …” That is the moment when the company is most eager to just say “yes” to get this over with and close this deal. You can’t ask for the world, but you can absolutely ask for one or two key things that are important to you. A later start date, vacation time, funding for something that matters to you.
The exception here is if one of those non-comp things is a dealbreaker for you. If you will not accept the job unless they provide funding for something important to you, or ensure you can take a certain amount of vacation, you may need to include that in your core negotiation. Understand that if you do include those things in your core negotiation, you may have to give up base salary, equity, and other valuable things to get the dealbreakers. Otherwise, you can pick your top two or three things that are non-comp and you may very well get them for “free” just by offering to sign the offer you already negotiated.
So that’s a general overview of how to negotiate executive comp, focused on public companies. But what about private companies? How are they different?
For the most part, the general principles will also apply to executive compensation negotiation with private companies. But there are a few differences to account for when developing your strategy.
A major difference between public and private company compensation is the equity component. For public companies, you can look up the value of the offered equity and get a real-time valuation. For private companies, it’s not so simple.
For the most part, I use two numbers when evaluating equity offers from private companies:
You should take both of these numbers into account. On one hand, equity in a going concern probably has some value, and possibly has significant value on a long enough timeline. On the other hand, the circumstances under which you might actually capture that value are probably very limited and might be essentially unachievable.
You’ll also want to do your own preference-adjusted valuation of their equity. There are lots of tools you can use to do this, and I’m not including them here because they’ll probably change over time. If you use your favorite search engine or LLM, you should find them pretty easily and they’ll help you get an understanding of how “good” the equity offered is and may even give you a sense of what it would cost to actually attain some sort of liquid value from the equity later on.
Once you have that information, you can decide how valuable the equity is to you. Once you figure out how valuable it is, then you can decide how much to focus on equity in your negotiation.
Earlier, I mentioned that I “usually” estimate the value of private equity at zero. Why “usually” and not “always”? There are some situations where you’ll find that the equity is actually pretty liquid and easily valued due to, say, a secondary market that trades in that equity. In that case, then maybe the equity is actually somewhere between “private” and “public” and you might adjust your own valuation accordingly.
The process of evaluating your offer will be similar to the process for public companies, but you’ll most likely end up skewing your preferences to the cash portions of the offer. How much you do this will probably depend on how cash-seeking you are in general: If you need to pay your bills or want cash or other things like saving for retirement or building a runway to do your own thing eventually, then you’ll probably prefer cash; if you’ve already exited a successful startup, or just don’t need much cash and want to take a shot at a potentially big payday then you might prefer equity.
From there, you can decide what to ask for and how aggressive to be with your cash vs. equity allocations, and your negotiation will look pretty similar to what I described for public companies earlier.
The further you go up the org chart, the more latitude you might have to negotiate for non-comp things. These might often be best addressed during the “freebie window”, but some might be significant enough to include in your core negotiation.
At the end of this section, I’m going to give you a big list of stuff to consider. But there are some things that might need to be higher priority depending on your situation.
For many executive roles, you’ll have equity that could be valuable, and possibly a lot of equity on some sort of vesting plan.
Depending on your perceived value to and impact on the company’s ability to achieve certain liquidity-related milestones, you may want to see if you can have certain triggers included in your contract. Specifically, if you’re reading this and that doesn’t ring a bell with you, then it’s worth spending some time reading up on “triggers” and “accelerators”.
Basically, you should understand what happens to your unvested equity on change of control (eg, the company is acquired, goes public, etc.) and when you’re let go due to restructuring or simply not being needed after an acquisition or something like that.
This is a deep topic that’s beyond the scope of this article, but here’s what you should be thinking about:
How much am I going to help this company reach those milestones? Am I protected if and when I do help them achieve those milestones?
If you’re being hired for, say, a role leading a part of the org which you will help grow such that the company is a more likely acquisition target, and you succeed in growing that part of the business leading to acquisition, do you get your equity? Most people would think, “Well yeah, obviously!”, but it’s not necessarily obvious depending on what’s in your contract.
The acquisition (trigger) may accelerate (expedite vesting) of some portion of your equity. And perhaps another trigger would accelerate such that you vest the remainder of your equity in the event that you are involuntarily separated from the company within one year after acquisition.
These are hypotheticals and there is no one-size-fits-all version of this. But what you should be thinking is, “Is this addressed in my executive contract?” And “Is it handled in a way that allows me to capture the anticipated portion of the value I will create?” From there, you can decide how valuable those provisions might be, and you may elevate them into your core negotiation, potentially switching from an ask focused on cash comp to an ask focused on those triggers in your contract. If you negotiate a ton more equity, but you’re not taken care of on change of control, then your equity is far less valuable.
You may also want to look specifically at a severance clause: What sort of compensation will you receive if laid off (let go without cause)? For typical employees, this will often be a one-size-fits-all package that everyone gets. For executives, this may be negotiable on a per-person basis, so it’s worth exploring. Obviously, you’ll want to think about what sort of signal this sends when negotiating, and make sure it fits within the context of your negotiation and the company you’re talking to. There are times when “Ok, this sounds great, but how much severance do I get if you lay me off?” will be understood as a savvy business question, and there are times when it will be perceived as a lack of confidence in the firm itself.
Here is a detailed list of things you might consider asking for before you sign your contract. It’s probably not advisable to ask for all of these things, but hopefully this list will give you some ideas on things you might consider getting thrown in before you sign. Some of them may be directly relevant to your job or industry while some of them won’t be. This is just for idea-generation purposes:
Compensation
Professional Development
Research
Travel
Health & insurance
Matching
Separation
Leave
Relocation
Child care
PTO
Equipment
Other
As you can see, executive compensation negotiation is multi-faceted and there are a lot of things to consider as you navigate the process. So let’s end on a high-level summary of what you should consider and how to negotiate.
Let them go first. By deferring to them to make an offer for you to consider, you’ll avoid potentially undershooting their budget, which can be an extremely expensive mistake, and you’ll learn more about what they’re thinking not only in terms of compensation for the role, but also in terms of the structure of the compensation package.
As a general rule, you’ll want to focus the negotiation on your unique value proposition for the particular role you’re considering. You have been offered the role so you know there is unique value that you bring to the table because they offered you the role. That is your best leverage—not market value, previous comp history, or other “data points”—so lean into that.
Before you start negotiating, you should spend time understanding and evaluating the offer. What are they actually offering? How much of it is “cash” and how much is incentive based, either directly (bonuses) or indirectly (equity)? How much is one-time versus recurring? How did they describe the offer? Sometimes, you’ll need to use a good old fashioned spreadsheet to map it out and see what happens to total compensation over the next few years. Make sure you understand it very well before you do anything else, and evaluate it to see how strong it feels relative to the value you bring.
Then see if you find a single thing to focus your initial counter offer on. Your two main criteria are: What do you care about the most? What’s the biggest component or basket of components you can focus on? Cash? Total compensation? Equity? OTE? This will often align with the way they describe their offer to you. The bigger the single number you can focus on, the more you can ask for, so try for something like total comp whenever possible. This doesn’t mean you’ll only ask for this one thing in your negotiation, but it’s where you’ll initially focus for your biggest ask so that you set yourself up to get more of the thing you care about the most.
Once you’ve identified what you’re going to ask for, you’ll need to determine how much to ask for. Be aggressive. The fewer people there are that can do the job you’re being asked to do, the more aggressive you can be. As a general rule, start at 20% and go up from there to find your initial counter.
Negotiate over email as long as they’ll let you. It’s better for you because a written record of your counter will force the recruiter to engage with it and run it up the approval chain, and because email is a much better medium for you to carefully articulate your case to support your counter offer.
Once you’ve countered, you should be watching closely to see what their response conveys about where they are flexible and how flexible they are. Incorporate that information into your next ask or two. If they have shown that they are totally inflexible on a component, it’s probably best to steer clear of that component unless it’s a dealbreaker for you.
Wait to ask for a sign-on bonus (or an increase in the offered sign-on bonus) until you’ve gotten maximum value from the core components that were included in their offer. Use a sign-on ask as a way to fill the gap between the final version of their offer and the offer you requested.
Be patient. This process could take a long time, especially at the upper levels of the org chart. While they will likely have a general outline of how they structure executive compensation offers, you may be asking for things that require approvals from higher-ups or even the board. Those are probably the busiest people in the company, and the most difficult to get a hold of, so you’ll need to wait for their internal approval process to play out. It could take weeks or even months in rare cases.
And finally, look for opportunities to get freebies before you sign with them. Once you have finished negotiating your compensation package, but before you have signed, you have a lot of leverage and may be able to get guarantees for other items that are not strictly compensation, but which are nice perks or benefits that go along with your new role.
For private and pre-IPO companies, the main difference in compensation will be equity: whether it’s offered, how to value it, and how it becomes liquid. Be sure to adjust your evaluation of the offer and your strategy to account for this significant difference. You’ll also want to consider what happens on change of control (acquisition, IPO, etc.) so that you are not left out if that equity becomes valuable some day.
I offer full-service 1-on-1 support to help High Earners negotiate the best offer possible and with more confidence and less stress.
I'm Josh Doody, a professional salary negotiation coach who helps High Earners negotiate their job offers. On average, High Earners improve their first-year compensation by $48,492 with my help.
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