Checklist

What to negotiate before signing a new offer.

A new offer often means walking away from unvested equity at the current employer, and most executives never put a number on that cost before they sign. Use this checklist to help a client negotiate from a position of clarity rather than excitement alone.

Inventory what's being left behind

  • Document every unvested RSU grant and its current value
  • Document performance awards mid-cycle and their potential payout
  • Document outstanding stock options (strike prices and expiration dates)
  • Calculate the current-year bonus at risk if departure happens before the payment date
  • Check the plan for any prorated bonus provisions
  • Identify deferred compensation that would be forfeited on departure

Push for replacement value

  • Request a sign-on equity grant that reflects the value of what's forfeited
  • Consider requesting accelerated vesting schedules or a cash make-whole payment
  • Treat this as its own negotiation line item, not an afterthought bundled into base salary

Understand the new offer's mechanics

  • Clarify what performance metrics drive the annual bonus, and who controls the inputs
  • Confirm whether the equity grant is RSUs, performance awards, or options, and the actual vesting schedule
  • Check for change-in-control acceleration provisions
  • Get the definition of "for cause" termination in writing
  • Confirm severance, disability, and change-in-control entitlements before signing anything

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