Negotiating a tech offer: what to say and what to count

In this article

1. Before you start
2. Why interviewers ask this
3. Negotiating a tech offer from first principles
4. The Staff-level answer
5. The rubric
6. Three variants of this question
7. Common mistakes
8. Follow-up questions
9. Sources

Before you start

This page is one answer in the salary negotiation guide.

Why interviewers ask this

The offer call is the last spoken exchange before you commit, and a poor one can leave real money untouched. That is why recruiters, hiring managers and interviewers in a behavioural round raise it, either as "how would you handle an offer you think is low?" or as "tell me about a time you negotiated". The same habits that carry a behavioural interview answer, a clear structure and calm specifics, carry this one.

A weak answer says "I would ask for more." A strong answer shows an order of operations: get the letter, count every component, bring evidence, make one specific request, and confirm the result in writing. A Staff-level answer adds the trade-off between components, and shows that the person is asking for a package rather than haggling over one line.

Negotiating a tech offer from first principles

Restricted stock unit

A restricted stock unit (RSU) is a promise of company shares delivered to an employee on a schedule rather than on day one. Each delivery is called a vest, and the shares usually count as pay when they vest, so an RSU grant is part of yearly compensation, not a one-time gift.

Vesting cliff

A vesting cliff is the waiting period at the start of a grant during which no shares vest. Leave before the cliff ends and you keep none of the grant; once it ends, the shares earned so far vest at once and the rest follow on the schedule in the offer letter.

In plain words

Think of buying a used car. The sticker price is one number. You also care about the warranty, the service plan and the trade-in value. A good buyer asks about all of them, because the seller can move some more easily than others. The analogy breaks in one place. A car has one owner on the other side. An offer has a recruiter who often needs approval from a manager, so your request must be easy to pass up the chain.

In one precise sentence, negotiating a tech offer is a short, evidence-based exchange. You propose changes to the written terms, then record the agreed terms in a revised letter. The amounts below are illustrative, written in dollars without the symbol.

Step 1: Get the offer in writing and ask for time to respond

The first move is to thank the recruiter, ask for the offer in writing and ask for time to respond. A verbal offer is a preview, and a written offer letter is the document that names each component, the start date and any conditions. Treat the spoken numbers as provisional until the letter arrives, and ask a lawyer, not a web page, if a legal point worries you. That is also the answer to negotiating after a verbal offer: you can say thanks, ask for the letter, and hold your reply until you have it.

Asking for time is routine. Name a specific date, a few days away, and say you want to review the details. Input: a spoken offer. Output: a written letter and a date. You now have the full terms in front of you, which the next step needs.

Step 2: Count the whole package, not one number

Total compensation for one year is the base salary, plus one year's share of the equity grant, plus any bonus, plus a signing bonus in the first year only. A signing bonus is a one-time payment made when you join, and some offers ask you to repay it if you leave early, so read the letter for that clause.

Take an illustrative offer: base 160,000, an RSU grant of 200,000 vesting evenly over four years, and a signing bonus of 20,000. The grant adds 50,000 a year, so the first year is 230,000 and each later year is 210,000. The base is 69.57% of the first year and 76.19% of later years.¹ A base-only negotiation leaves close to a third of the first year untouched.

Check the vesting schedule too. With a one-year cliff (illustrative), leaving after 11 months leaves 0 vested, and at 12 months 50,000 has vested.¹ Benefits sit outside these figures but belong in your comparison; the Bureau of Labor Statistics counts them as part of employer compensation costs.

Step 3: Build your case and know your alternative

A counter works when it rests on evidence, not on need. Gather what supports the number: pay data for your role, level and location, the scope of the job, and anything an offer from another employer shows. Your best alternative to a negotiated agreement (BATNA) is the course you will take if this deal fails; the Program on Negotiation uses that idea throughout its negotiation material. A BATNA can be another offer, your current job or more search time.

Your alternative sets how firm you can be. A strong one lets you ask for more; a weak one means you should ask for less or ask which parts can move. Either way, state the reason in one sentence ("the role includes leading the migration, and similar roles I have seen pay more") rather than a list. Input: the written offer and your research. Output: one number and one reason for it. Do not invent a competing offer; recruiters can ask for details.

Step 4: Make one specific counter

A strong counter is one request, made once, that names the components. The shape is: appreciation, a clear gap, a specific ask, then silence. For example: "I am excited about this role. The package is below what I expected for the scope. Could the base move to 176,000 (illustrative), or is there room in the equity or the signing bonus?" Asking which components move invites the recruiter to solve the problem with you.

Here is what each ask is worth in the illustrative offer, ignoring raises. A 10 percent base raise adds 64,000 over four years, and a 25 percent equity raise adds 50,000. A signing bonus raised by 10,000 adds 10,000. Small asks on all three, base to 168,000, grant to 220,000 and signing bonus to 30,000, add 62,000.¹ With a 3% yearly raise on base (illustrative), the 10 percent base ask is worth about 66,938 over four years, because later raises build on a higher base.¹

Text description of the diagram

• A 10 percent base raise adds 64,000 over four years, and a 25 percent equity raise adds 50,000.
• Combined small asks on base, equity and signing bonus add 62,000.

Step 5: Compare, decide and close in writing

Make one specific counter, then get the final terms in writing. When the recruiter comes back, compare the new package with the old one using the same yearly arithmetic as Step 2, and compare it with your alternative. If it works, say so and ask for a revised letter. Check every line of that letter against what you agreed: base, grant size, vesting schedule and cliff, signing bonus and any repayment clause, start date.

Accept only when the letter matches the call. If a number is missing or different, point to it politely and ask for a correction before you sign. Input: the agreed terms. Output: a signed letter that says what the call said. After you accept in writing your bargaining position is gone, so every question belongs before that point.

1 · Letter2 · Count3 · Case4 · Counter5 · CloseReplay

Step-by-step description

1. Ask for the offer in writing and time.
2. Add base, equity and signing bonus.
3. Gather evidence and your alternative.
4. Make one specific request.
5. Get the final terms in writing.

• Ask for the offer in writing and time to respond.
• Count base, equity and signing bonus before you counter.
• Make one specific counter, then get the final terms in writing.

The Staff-level answer

What makes it Staff-level is that it reasons about the whole package, offers the recruiter a choice of components, and ends with the written terms rather than a handshake.

The rubric

Three variants of this question

How do you handle negotiating after a verbal offer?

Thank them, say you are excited, and ask for the written offer and a date to respond. Make no counter until you have read the letter, because only the letter lists every component.

What if the recruiter says the base is fixed?

Ask what can move instead: the equity grant, the signing bonus, or the start date and level. A fixed base does not stop you from changing the rest of the package, and the arithmetic in Step 2 shows how much room is there.

What if you have no competing offer?

Rely on evidence about the role and your scope, and state a reason. Without an alternative you ask rather than press, for example "is there flexibility in the grant?", and you accept that the answer may be no.

Common mistakes

• "I would just negotiate the base." (wrong) It leaves the grant and signing bonus untouched. (right) "I look at base, equity and signing bonus and ask which has room."
• "I will give my number on the first call." (wrong) You have not seen the written terms yet. (right) "I will review the letter and come back by Thursday."
• "I told them I had another offer." (wrong, when you did not) Recruiters can ask about it. (right) "I only describe alternatives I really have."
• "I accepted, then asked for more." (wrong) After acceptance the discussion is over. (right) "I ask every question before I sign the letter."

Follow-up questions

How much should you ask for above the offer?

Anchor the ask to evidence, such as pay data for your level and the scope of the role, not to a fixed percentage. Pick a figure you can justify in one sentence. Naming numbers earlier in the process and answering an offer far below your range are covered in the guides to the salary expectations question and to countering a lowball offer.

Can you negotiate equity as well as base?

Yes, you can ask. Whether the grant moves varies by company, so ask directly which parts of the package are flexible. The salary negotiation guide covers the wider picture.

How is a restricted stock unit grant taxed when it vests?

Vested shares generally count as pay when they vest, and the amount withheld at that point can differ from the final tax you owe; see the Internal Revenue Service Publication 15 on supplemental wages and ask a tax adviser about your case.

Should you mention your other offers?

Only real ones, and only when they help the case. State the facts plainly and do not use them as a threat.

Can you still negotiate after you accept?

Rarely. Acceptance closes the discussion, so finish every question before you sign. Setting expectations early, in the recruiter screen, makes the later call easier.

Sources

1. Publication 15 (Circular E), Employer's Tax Guide — Internal Revenue Service, 26 Oct 2026
2. Employer Costs for Employee Compensation — Bureau of Labor Statistics, 26 Oct 2026
3. Program on Negotiation, Harvard Law School — Harvard Law School, 26 Oct 2026