Two offers land in your inbox the same week. One is $185,000 base with a $150,000 equity grant. The other is $165,000 base with a $350,000 equity grant. Which is better?
You cannot answer that question without knowing the vesting schedule, the company stage, the bonus structure, and whether either company has a history of equity refreshes. The headline numbers are almost meaningless in isolation.
This is the framework I use when candidates bring competing offers to me. It is not complicated, but it requires you to stop comparing base salaries and start comparing four-year total compensation with all the variables accounted for.
The Core Problem: Year 1 Bias
Most people compare offers based on what they will make in Year 1. This is a mistake that consistently costs candidates $50,000 to $150,000 in foregone compensation.
Year 1 is the least representative year of your employment at most companies because:
- Sign-on bonuses inflate Year 1 earnings and disappear entirely in Year 2
- Many equity grants have a one-year cliff, meaning zero equity vests in Year 1
- At companies like Amazon, significant equity vesting is back-loaded into Years 3 and 4
- Performance bonuses are rarely guaranteed in Year 1 and often prorated based on start date
The only accurate comparison is a four-year total compensation model. Here is how to build one.
The Four-Year TC Model: Component by Component
Component 1: Base Salary
This is the most straightforward component. Base salary is what you will receive every paycheck regardless of company performance, stock price, or your individual performance rating.
Considerations that affect base salary comparison:
- Cost of living: A $200,000 base in San Francisco is worth approximately $145,000 in Austin in purchasing power terms. If both offers are remote, this matters less. If one requires relocation, it matters a great deal.
- Raise cadence: Some companies (notably Meta and Google) give above-market merit increases annually. Others are effectively flat until you get promoted. Ask specifically: "What is the typical merit increase percentage for strong performers at this level?"
- Base salary caps by level: At some companies, the base salary for a given level has a hard ceiling, meaning a band exception is required to go above it. Understanding this tells you whether base has room to grow before your next promotion.
Before comparing TC at all, make sure both offers are at equivalent levels. An L5 offer at Google is not the same job as an L5 offer at a mid-size company. The guide on why level negotiation matters more than salary negotiation explains how to identify level mismatches before you sign.
Component 2: Equity
This is where most candidates make their biggest evaluation mistakes.
Public company RSUs vest according to a schedule and convert directly to cash at the market price on the vesting date. They are as close to guaranteed compensation as equity gets.
Pre-IPO equity (options or preferred stock at a private company) is a fundamentally different asset class. It is illiquid, it may be worth nothing, and the actual value depends on the company's exit multiple, your strike price, and the waterfall structure of the cap table. A recruiter telling you your options are worth $500,000 based on the last round valuation is giving you a fantasy number, not a real compensation figure.
How to value equity for comparison:
- Public company RSUs: Take the current stock price, multiply by the number of shares granted, then apply the vesting schedule year by year.
- Pre-IPO equity: Apply a heavy discount. For a late-stage company with a clear IPO path, use 30 to 50 cents on the dollar. For an early-stage company, treat it as a lottery ticket, not a compensation component.
The vesting schedule question is non-negotiable.
Ask for the vesting schedule in writing before you compare any equity numbers. The most common structures:
| Schedule | What It Means |
|---|---|
| 25% per year over 4 years (standard) | Equal vesting each year, year 1 cliff |
| Amazon 5/15/40/40 | Almost nothing in Years 1 and 2, massive loading in Years 3 and 4 |
| Monthly vesting after cliff | More liquid, less binary |
| Back-loaded with performance multipliers | Retention-heavy, higher risk of underperformance haircut |
Amazon's vesting structure in particular catches candidates off guard. The offer looks highly competitive on paper, but Year 2 is notoriously low-TC because the sign-on bonus disappears and almost no equity has vested. Model it year by year before you compare.
Component 3: Bonus
The distinction between target bonus and guaranteed bonus will cost you tens of thousands of dollars if you do not understand it before you sign.
Target bonus is what the company projects you will receive if both you and the company perform to expectations. It is not guaranteed. In a down year, target bonuses can be paid at 50% or not at all.
Guaranteed bonus (rare outside of finance) is contractually owed to you regardless of performance.
Ask this exact question: "Is the bonus a target or is any portion guaranteed? What was the actual bonus payout as a percentage of target for the last two years?"
The second question is the one that reveals real data. A company that paid out 80% of target last year is materially different from one that paid out 115%.
For a complete breakdown of how this distinction plays out in offer letters, the breakdown of target bonus vs. guaranteed bonus covers the specific language to look for and what each clause actually means.
Component 4: Sign-on Bonus
Treat the sign-on bonus as a one-time payment. Do not include it in your annualized TC comparison. It exists in Year 1 and then disappears.
Sign-on bonuses are typically used for two legitimate purposes:
- To compensate you for unvested equity you are leaving behind at your current company
- To bridge a base salary gap when the company cannot move on base
Ask specifically: "Is there a clawback provision on the sign-on bonus and what are the terms?" Most sign-on bonuses require repayment if you leave within 12 to 24 months. Having sat on both sides of the hiring table, I can tell you that recruiters will often soften these terms if you simply ask; they are usually boilerplate, not mandates. Know this before you sign.
Component 5: Equity Refreshes
This is the most underrated component in any offer comparison and the one almost no candidate asks about.
Your initial equity grant is a snapshot of what the company is willing to pay you to join. Equity refreshes are grants made after joining, typically annually or biannually, based on performance and continued service. At companies with strong refresh programs, the total equity you receive over four years can be 2x to 3x your initial grant.
Ask this question before signing: "What does the equity refresh process look like for this level? What is a typical annual refresh grant as a percentage of the initial grant for a strong performer?"
At Google, for example, strong performers at L5 receive meaningful refresh grants beginning in Year 2 that substantially increase their realized four-year TC beyond what the offer letter shows. At companies without structured refresh programs, your equity compensation is effectively flat after Year 1. In my experience managing end-to-end recruitment for enterprise clients, this single question separates candidates who understand compensation mechanics from those who do not. Recruiters notice. It often changes how seriously they take the rest of your negotiation.
Building the Comparison Spreadsheet
Here is the exact structure to use:
| Component | Company A (Year 1) | Company A (Year 2) | Company A (Year 3) | Company A (Year 4) |
|---|---|---|---|---|
| Base Salary | $X | $X | $X | $X |
| Target Bonus | $X | $X | $X | $X |
| Vested Equity | $0 (cliff) | $X | $X | $X |
| Sign-on Bonus | $X | $0 | $0 | $0 |
| Equity Refresh | $0 | $X | $X | $X |
| Annual Total |
Build this for both companies. Then compare:
- Total four-year TC (sum of all Annual Totals)
- Year 2 TC specifically (often the most revealing year because sign-ons disappear and vesting kicks in)
- The trajectory: is TC increasing, flat, or declining in Years 3 and 4?
Non-Financial Factors That Affect the Real Value of Each Offer
Compensation comparison is necessary but not sufficient. Two offers with nearly identical four-year TC can have vastly different real-world value based on:
Promotion velocity. A $20,000 lower starting TC at a company that promotes in 18 months versus 36 months can result in significantly higher long-term earnings. Ask managers directly: "How long does a strong performer at this level typically take to get to the next level?"
Manager quality. Your manager is the single biggest variable in your career growth, compensation trajectory, and day-to-day quality of work. Try to have at least one conversation with your potential manager that goes beyond the formal interview before accepting any offer.
Team trajectory. Is this team growing or shrinking? Is the product area a core revenue driver or a peripheral project? These signals determine whether your equity will appreciate or languish.
Remote flexibility. If one offer is fully remote and the other requires office attendance, calculate the real cost of commuting time and transportation before comparing TC. The remote vs. hybrid vs. office compensation breakdown shows exactly how much location flexibility is worth in annual dollars.
The Decision Framework: How to Actually Choose
After you have built your four-year model and considered the non-financial factors, use this decision hierarchy:
- Eliminate any offer with a Year 2 TC cliff you cannot sustain financially. Amazon-style vesting structures are a financial risk if you do not have reserves to cover a lean Year 2.
- Discount pre-IPO equity aggressively. Do not let a speculative number tip your decision.
- Weight the manager and team heavily. A great manager at a slightly lower TC offer will outperform a poor manager at a higher TC offer within 18 months.
- If TC is within $20,000 annually, decide on culture and growth. A $20,000 difference at the Senior Engineer level is not worth taking the wrong job.
- If TC differs by more than $30,000 annually and the non-financial factors are comparable, take the higher-paying offer and negotiate the rest. That gap compounds over a career.
For the mechanics of getting your preferred company to match a competing offer before you have to make this choice, the guide on how to negotiate a salary offer walks through the specific language and timing that works.
Frequently Asked Questions
Should I tell each company about the other offer?
Yes, strategically. You do not need to reveal the exact number of the competing offer, but confirming you have one and naming the company (if it is credible) creates urgency on both sides. Be honest about timelines. If Company A has given you a deadline, tell Company B immediately so they can accelerate.
How do I compare a FAANG offer with a startup offer?
Value the FAANG RSUs at face value (public stock). Value the startup equity at 20 to 40 cents on the dollar unless the company has a clear IPO or acquisition path within 12 to 18 months. If the FAANG offer is within $50,000 annually of the startup offer after discounting, the FAANG offer is almost always the safer choice for wealth building.
What if one offer has a significantly higher title?
Title inflation is real. A Staff Engineer at a 50-person startup is not the same as a Staff Engineer at Google. Focus on the actual level number and the compensation band rather than the title. If the higher title comes with genuinely broader scope and higher visibility work, factor that into the career growth calculation but do not let it substitute for real TC analysis.
Is it okay to ask for more time to compare offers?
Yes. Asking for 5 to 7 additional business days to review a major financial decision is completely standard. Most companies will accommodate this request. The ones that refuse or become hostile are telling you something important about how they treat employees under pressure.
What if both offers are from companies I want to work for equally?
If you genuinely cannot differentiate on company preference, let the four-year TC model make the decision for you. If that is also close, take the one with the stronger manager. Everything else being equal, the quality of your immediate manager is the variable with the highest impact on your career in the next 24 months.

