Most people negotiate salary pretty seriously. Then they get to the RSU section of the offer, see a large number, nod, and sign.
The RSU section deserves the same scrutiny as salary. In some cases — senior roles, hot companies — the equity is worth more than the salary over a four-year period. Asking the right questions before you sign takes 30 minutes and can save or earn you significant money.
Here's what to ask.
1. WHAT EXACTLY IS THE VESTING SCHEDULE?
"RSUs over four years" can mean: - 25% per year (simple annual vesting) - 25% at one year cliff, then monthly or quarterly for three years - Front-loaded (e.g., 40/30/20/10) - Back-loaded (Amazon's 5/15/40/40)
The schedule affects your financial planning, your tax rhythm, and critically — how much you're giving up if you leave before year four. Get the exact schedule, in writing, before signing.
2. WHEN IS THE ONE-YEAR CLIFF?
Is the cliff from your hire date or from the grant date? At most companies, they're the same. But at some companies, there's a lag between when you start and when the grant is formally issued. If you start January 1 but the grant is dated March 1, your cliff is March 1 — not January 1. That's two months you might have counted on for vesting.
Confirm: "What is the exact cliff date for this grant?"
3. WHAT IS THE REFRESH CADENCE?
Will you receive additional RSU grants after the initial one? Most large tech companies do this, but the amount and frequency vary significantly by performance band and company policy.
Ask: "Does the company typically issue refresher grants? At what cadence, and based on what criteria?"
You can't negotiate the refresh amount, but knowing how the program works helps you form a realistic view of your four-year and beyond equity income.
4. WHAT IS THE COMPANY'S SELL-TO-COVER POLICY?
Does the company default to sell-to-cover, or do they offer net settlement, same-day sale, or cash payment options? Can you choose?
This affects how many shares you actually receive, and whether you have any control over the tax handling.
5. WHICH BROKERAGE PLATFORM IS USED?
Schwab, Fidelity, E*TRADE, Morgan Stanley, Carta — each has a different interface and different features for lot selection, sell orders, and tax reporting. Knowing which platform you'll use is a practical matter, not a critical negotiation point, but it helps you prepare.
6. ARE THERE PERFORMANCE CONDITIONS ON THIS GRANT?
If any portion of the RSU grant is performance-based, you need to know: - What are the performance metrics? - What is the performance period? - What is the target (100%), floor (minimum), and ceiling (maximum)? - Who determines whether targets are met?
Performance-based grants shouldn't be counted at face value in your financial planning until they're confirmed.
7. WHAT HAPPENS TO UNVESTED RSUS IF I AM LAID OFF?
Does the company have any accelerated vesting provisions in case of layoff without cause? For most ICs, the answer is no. For some senior roles, a portion may accelerate. Know what your offer actually includes.
Also ask: what is the company's historical record of layoffs and how did they handle equity in those situations? This is sensitive to ask directly, but public information (from Glassdoor, LinkedIn, news reports) is informative.
8. WHAT IS THE GRANT DATE PRICE?
The grant date price determines how many RSUs you're receiving. If you've been quoted "$150,000 in RSUs" and the stock is at $150/share, you'll receive 1,000 shares. If the stock moves between when you receive the offer and when the grant is formally issued, the number of shares may change.
Confirm: "Is the share count fixed, or is it determined based on the stock price at the time the grant is formally issued?"
📊 INFOGRAPHIC: "Your Pre-Signing Equity Checklist" [Insert here: A clean checklist visual with 8 items, each marked with a checkbox] □ Exact vesting schedule (not just "4 years") □ Cliff date (from hire date or grant date?) □ Refresh cadence and criteria □ Sell-to-cover policy and alternatives □ Brokerage platform □ Performance conditions (if any) □ Layoff acceleration provisions □ Grant date price / how share count is determined
How Rovia Can Help
If you're evaluating a new offer and want to understand what the RSU component is actually worth — in after-tax, after-uncertainty terms — Rovia can model it out for you alongside your existing equity and financial situation.
We've looked at a lot of offers. We can tell you what questions haven't been answered yet and what the realistic expected value is — not the optimistic one on the offer letter.
