How a tech offer is actually structured, and which levers actually move
Base, target bonus, an RSU grant, refresh grants and a signing bonus with a clawback — five components, each with its own mechanics. The one that trips up candidates most is the RSU grant: the same headline number can mean a very different first year depending on the vesting schedule behind it.
The five components of a tech offer
A tech offer is rarely just "salary." Here is what each line actually is, and what varies between one employer’s version of it and another’s.
| Component | What it actually is | What varies between offers |
|---|---|---|
| Base salary | The fixed, cash amount paid on a regular schedule regardless of company or individual performance. | The one figure most consistently comparable across offers, and usually the most negotiable single line. |
| Target bonus | A percentage of base paid out against company and individual performance — a target, not a guarantee. | Payout percentage against target varies by company and by year; a written offer states the target, never the actual payout. |
| RSU grant | A number of restricted stock units that convert to shares as they vest, taxed as ordinary income at each vesting event. | The vesting schedule — how much of the grant vests in year one versus year four — not just the headline share count or dollar value. |
| Refresh grants | Additional equity grants issued after the initial grant, typically tied to performance review cycles. | Whether a refresh is offered at all, and its size — an offer letter almost never states a refresh amount, because none has been decided yet. |
| Signing bonus | A one-time cash payment, usually paid shortly after start date and withheld at the flat federal supplemental-wage rate. | The clawback clause — the portion owed back if the employee leaves before a stated date, and how that portion is calculated. |
The same grant, three schedules, three different year-one numbers
A $400,000 grant is not one number spread evenly over four years. This page never uses grant ÷ 4 — each figure below is computed from the named schedule’s actual year-one percentage, the same way the job offer comparison tool computes equity for your own grant.
| Vesting schedule | Year 1 | Year 2 | Year 3 | Year 4 |
|---|---|---|---|---|
| Standard (25/25/25/25, 12-month cliff) | $100,000 | $100,000 | $100,000 | $100,000 |
| Amazon (5/15/40/40, back-loaded, 12-month cliff) | $20,000 | $60,000 | $160,000 | $160,000 |
| Google (38/32/20/10, front-loaded, 12-month cliff) | $152,000 | $128,000 | $80,000 | $40,000 |
Standard’s even 25/25/25/25 split puts year one at $100,000. Amazon’s back-loaded 5/15/40/40 schedule puts the same grant’s year one at only $20,000. Google’s front-loaded 38/32/20/10 schedule puts year one at $152,000 — a $152,000 first year versus a $20,000 first year on an identical headline grant. Dividing by four (a flat $100,000-a-year assumption in this example) would misstate two of these three schedules’ actual year one.
Which levers actually move
Not every line on an offer is equally negotiable. Base and a signing bonus move most often; the vesting schedule itself is usually fixed company policy, not an offer-specific term.
| Lever | How often it actually moves | What asking looks like |
|---|---|---|
| Base salary | Most often the lever that moves, and the easiest for an employer to approve without a second signature. | A specific number, not a percentage — "$142,000" gets answered faster than "a bit more." |
| Signing bonus | Frequently used to bridge a gap the employer cannot close in base salary, especially against a competing offer. | Framed as offsetting a specific cost — unvested equity left at a current employer, relocation, or the vesting cliff at the new one. |
| RSU grant size | Moves less often than base, and usually requires a second approval — but is common when the ask is tied to a competing offer. | A specific share count or dollar value at the stated grant price, not "more equity." |
| Vesting schedule itself | Rarely negotiable — vesting schedules are typically a fixed company policy applied to every grant, not an offer-specific term. | Usually not asked directly; a shorter effective cliff is more commonly addressed with a signing bonus that offsets year one instead. |
| Start date | Frequently adjustable, and often costs the employer nothing to grant. | A specific date, stated with the reason if it affects a vesting cliff, another offer’s deadline, or a start-of-quarter refresh cycle. |
| Signing bonus clawback terms | Occasionally adjustable — a shorter clawback window or a straight-line (rather than cliff) proration is a reasonable ask. | A specific proration method, named explicitly, rather than a request to remove the clawback outright. |
A worked example: reading one offer letter
- The offer as written. A candidate’s offer letter states $165,000 base, a 15% target bonus, a $400,000 RSU grant vesting over four years, a $15,000 signing bonus, and a clawback if the candidate leaves within 12 months.
- Reading the RSU grant correctly. The offer letter doesn’t name a vesting schedule by percentage — it just says "vests over four years." If the employer follows a Standard 25/25/25/25 schedule, year one is $100,000. If it follows an Amazon-style back-loaded schedule, year one is only $20,000 — the same headline grant, a very different first year.
- Which levers to pull. Base salary and the signing bonus are the two most movable levers here; the vesting schedule itself is set by company policy and is rarely negotiated directly. If year-one equity is the real concern, the candidate asks for a larger signing bonus to offset it, not a different vesting schedule.
- Reading the clawback. The $15,000 signing bonus is withheld at the 22% flat federal supplemental-wage rate, so roughly $11,700 actually lands. If the candidate leaves in month 8, the clawback clause decides what portion of the pre-tax $15,000 is owed back — worth asking the employer to state a straight-line proration explicitly, rather than assuming one.
How these mechanics are sourced
- RSU taxation at vest. Restricted stock units are taxed as ordinary wage income in the year they vest, at their value on the vesting date — not when they were granted and not when they’re sold. IRS Publication 525, Taxable and Nontaxable Income — restricted property
- Signing bonus withholding. A signing bonus is typically withheld at the 22% flat federal supplemental-wage rate, so the deposited amount is smaller than the number on the offer letter — the gap in this page’s worked example. IRS Publication 15 (2026), Employer's Tax Guide — supplemental wages
Assumptions
This page holds the following fixed. Change any of them and the figures above change with it.
- Worked-example grant
- $400,000 total RSU grant value at today’s stock price, flat across all four years — never appreciated
- Vesting schedules shown
- Standard (25/25/25/25, 12-month cliff), Amazon (5/15/40/40, back-loaded, 12-month cliff), Google (38/32/20/10, front-loaded, 12-month cliff)
- What this page does not do
- Divide the grant by four — year-one vesting is computed from the actual schedule’s year-one percentage
- What this page does not estimate
- Whether any specific offer is above, at, or below market for a role, location or level
- Clawback enforceability
- Never determined here — state law and the clause’s specific wording control; this page names the mechanic, not a ruling
When this answer changes
- Your grant vests on a schedule that isn’t one of these three named presets — read your offer letter’s actual vesting table, or run it as a custom schedule in the comparison tool, since a different employer’s policy can produce a fourth year-one figure entirely.
- You want the value of your own grant under your own numbers, not this page’s $400,000 worked example — the comparison tool computes your actual grant, your actual schedule, and every other line of your offer alongside it.
- Your signing bonus clawback is prorated on a different basis than a simple month count (e.g. tied to a performance milestone) — the mechanic described here is the common case, not every company’s policy.
- You’re deciding whether a specific lever is worth asking for on your specific offer, not how levers work in general — that is what the Sprint is built to answer, against your own documents.
What this page does and does not claim
Reviewed by
The mechanics on this page are the same ones your Decision Brief works through against your own uploaded documents inside a Sprint case — this page states general mechanics, not a read on any specific offer.
TODO(human): named reviewer bio and credentials go here once a reviewer is attached — never an invented name, credential or testimonial in the meantime.
Read how this page's figures are computed and sourced in the methodology or report an error or see the corrections log.
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