Compare the dependable cash in each offer first, over the same time period. Then assess startup equity separately as a conditional, potentially illiquid investment—not as salary or guaranteed compensation. Before assigning it any value, get the grant terms, fully diluted ownership basis, exercise cost, and information about possible liquidity.
What belongs in the cash comparison?
Set a common time horizon, such as the first year or the first few years, and compare compensation you can reasonably count on during that period. Keep guaranteed amounts distinct from conditional ones.
- Salary: Compare the stated base pay over the same period.
- Bonus: Separate guaranteed payments from discretionary or performance-based bonuses, and note the conditions for earning them.
- Benefits and retirement contributions: Compare the actual benefits and employer contributions described in each offer.
- Sign-on compensation: Record any sign-on payment and any conditions attached to it.
- Future or contingent pay: Do not count a possible future raise or an unvested grant as guaranteed cash.
This comparison shows how much income each job offers without relying on a future company sale. It does not require you to put a dollar value on the equity yet.
What do you need to know about the equity grant?
A share or option count by itself does not tell you your ownership percentage or what you might receive. Ask the company for the grant documents and specific details before comparing the award with cash.
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- Award type: Is it an incentive stock option (ISO), nonstatutory stock option (NSO), restricted stock, RSU, or another award?
- Grant size and approval: How many shares or options are proposed? Has the board approved the grant, and when is it expected to take effect?
- Ownership denominator: What fully diluted share count is used to describe the grant’s percentage? Which shares, options, and convertible securities are included?
- Percentage timing: What percentage does the grant represent, and is that measured before or after a planned financing or option-pool increase?
- Option price and valuation date: For options, what is the per-share strike price, what common-stock fair market value was used to set it, and as of what date?
- Vesting and departure terms: What are the schedule, cliff, acceleration provisions, and rules if employment ends or the company is sold?
- Exercise and liquidity: How long do vested options remain exercisable after employment ends, what would it cost to exercise them, and are employee sale opportunities currently available? Ask what conditions apply.
Verify the answers against the company’s equity plan and your award agreement. General market descriptions cannot establish the terms of your particular offer.
How should you interpret the grant’s percentage?
A basic snapshot calculation is:
Grant shares or options ÷ stated fully diluted share count = approximate grant percentage
Use the denominator the company provides, and ask what it includes. The percentage can change when the company issues shares, raises capital, or increases its option pool; it is not a promise that you will retain the same ownership percentage or receive a particular payout.
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Option-pool figures are not a substitute for your own grant percentage. Carta’s 2026 vesting page reports median option pools of about 13.5% of fully diluted shares for seed-stage companies and about 17.2% for its median Series D company. Those are company-level pool statistics, not benchmarks for an individual employee’s grant.
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Use scenarios to make the assumptions visible rather than claiming a precise expected value. For each scenario, write down the assumed company outcome and time horizon, the portion of the grant expected to vest by then, any assumed dilution, the strike cost for options, potential tax, and whether employees could actually sell shares.
| Scenario | What to specify | What it helps you see |
|---|---|---|
| Downside | No sale or other employee liquidity within your decision horizon; include the possibility that no proceeds become available. | How the offers compare if the equity does not provide spendable cash. |
| Middle | A clearly stated, non-guaranteed company outcome, with assumptions for vesting, dilution, exercise cost, tax, and sale access. | How sensitive a possible result is to assumptions that are not guaranteed. |
| Upside | A more favorable assumed outcome, using the same explicit inputs and recognizing that sale proceeds depend on the company’s actual terms. | What the potential upside could look like without mistaking it for dependable compensation. |
A rough scenario calculation may start with the shares that vest and an assumed value per share, then subtract the option exercise cost and estimated taxes. That is only a modeling step, not a payout estimate: company capitalization, investor rights, sale terms, and employee liquidity affect what common shares could actually yield. Do not use a preferred-share financing valuation as though it were the value of employee common shares available to sell.
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There is no universal risk discount or exit-probability formula established for an unspecified startup. Carta reported that 32.8% of vested, in-the-money startup options were exercised in Q2 2024 in its H1 2024 report. That historical aggregate does not predict whether a particular employee will exercise options or realize proceeds.
How do vesting and exercise terms change the decision?
Vesting determines what you earn over time
Vesting controls when an award is earned. A cliff may mean that an employee who leaves before it receives no vested portion under the relevant plan, but the grant documents control the actual outcome. Check the schedule, cliff, acceleration provisions, and treatment on termination or a sale.
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Exercising options requires a separate decision
An option is a right to buy shares at its strike price, not cash and not shares you already own. Exercising vested options requires paying that price; the cash required depends on the number exercised and the strike price.
Leaving can shorten the decision window
Confirm the post-termination exercise period in the documents. Carta’s educational page says some companies offer longer windows and that 90 days has historically been common. This is general context, not a term to assume for your offer. A limited window can force an exercise decision before any sale is possible.
What U.S. federal tax issues should you account for?
Tax treatment depends on the award, dates, exercise and sale details, income, and jurisdiction. The following is general U.S. federal information, not individualized tax advice.
- ISOs: IRS Publication 525 (2025) says statutory options generally do not create income on grant or exercise under regular income-tax rules. Exercising an ISO may nevertheless create an alternative minimum tax (AMT) adjustment based on the spread when the relevant conditions apply. The publication states, “Your AMT basis in stock acquired through an ISO is likely to differ from your regular tax basis.”
- NSOs: The IRS stock-options topic says a nonstatutory option without readily determinable fair market value generally creates income at exercise equal to the stock’s fair market value minus the amount paid.
- Later sale: Sale treatment and holding periods can also matter, so the tax picture is not determined by the grant label alone.
Before exercising—especially if the exercise requires substantial cash or could create tax before a sale—consider getting advice from a qualified tax professional familiar with stock compensation.
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Best Value
Which offer fits better across the main trade-offs?
| Comparison point | Cash-heavy offer | Startup-equity offer |
|---|---|---|
| Near-term pay | Salary and other guaranteed compensation; assess bonuses and benefits separately. | Salary and other guaranteed compensation, kept separate from the equity grant. |
| Equity terms | Review any stock-based award and its terms if included. | Check award type, grant size, strike price, and fully diluted percentage basis. |
| Time and retention | Check conditions on bonuses or any award vesting. | Check vesting, cliff, acceleration, and departure treatment. |
| Cost and tax timing | Consider applicable compensation taxes. | Consider exercise cost, award-specific tax treatment, possible ISO AMT, and sale timing. |
| Liquidity and downside | Assess how reliable the cash compensation is for your needs. | Ask if and when shares could be sold; include the possibility of no proceeds. |
| Potential negotiation | Ask about salary, bonus, or benefits. | Ask about salary or sign-on cash as well as grant details, vesting, or the exercise period. |
These are comparison dimensions, not a scoring formula. Your cash needs, risk tolerance, jurisdiction, and the actual offer documents determine how to weigh them.
What can you ask to negotiate or clarify?
Make requests around terms that affect your decision, without assuming the employer can or will change them. Depending on your priorities, ask whether the company can:
- increase guaranteed salary or provide a sign-on payment;
- state the grant percentage and the fully diluted denominator used to calculate it;
- clarify the award approval, vesting, and departure terms in the documents; or
- provide more time to exercise vested options after employment ends.
Carta’s educational article suggests discussing salary or a sign-on bonus when a company cannot increase equity. University career guidance likewise recommends checking share count, vesting, and attached conditions. These are negotiation possibilities, not promises of flexibility.
What the available figures can—and cannot—tell you
The Carta pool statistics describe company option pools, not the appropriate size or value of an individual grant. Its 2024 exercise figure describes a historical aggregate, not your odds of a successful exercise or sale. Neither statistic establishes the prospects, liquidity, or likely payout of a specific company’s grant. Those questions require company-specific documents and terms.
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