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Executive Compensation
Cheatsheet & Negotiation Guide
The comprehensive playbook for VP, SVP, and C-suite tech comp packages
Executive Compensation Components
Executive packages go far beyond salary and equity. Understanding each component and its negotiability is crucial for maximizing your total compensation.
The Executive Difference
Unlike standard offers, executive packages are highly customizable with multiple levers: cash, equity, incentives, protections, and perks. Each component requires strategic negotiation to maximize value.
Why Executive Packages Need Protection & Upside
• 3-month severance
• No acceleration
• 12-month severance
• Double trigger acceleration
• Milestone payments
Important: Compensation Ranges Vary Widely
All compensation figures below are illustrative ranges that can vary 2-3x based on: company stage, geographic location, industry sector, function, individual experience, and market conditions. Consult current surveys like Radford or Pave for your specific situation.
The Big 6 Component Categories
- Salary: $300K-$600K+ depending on stage
- Guaranteed increases: Pre-negotiated raises
- Contract length: 2-3 year guarantees
- Title progression: Built-in promotion paths
- Annual bonus: 30-100% of base
- Accelerators: 1.5-2x for overperformance
- Sign-on bonus: $50K-$500K+
- Milestone payments: $100K-$1M+ triggers
- Deal-based bonuses: 2-5% of enterprise contracts
- Revenue share: 1-3% of product line ARR
- Stock options: ISOs/NSOs with special terms
- RSUs: Time or performance-based
- Early exercise: 83(b) election for tax optimization
- Profit sharing: Direct profit participation
- Phantom equity: Cash-settled appreciation
- Refresh grants: Annual equity top-ups
- Extended exercise windows: 5-10 years vs 90 days
- Severance: 6-18 months base + benefits
- Change of control: Single/double trigger acceleration
- Clawback protection: Bonus/equity security
- Good reason provisions: Triggers for voluntary exit
- Non-compete limits: Industry carve-outs
- Healthcare: 100% premium coverage
- Vacation: 4-6 weeks + sabbaticals
- Professional development: $10-25K annually
- Relocation: $50K-$150K packages
- Board seats: Voting or observer rights
- Advisory rights: Outside consulting allowed
- Investment rights: Pro-rata in funding rounds
- Secondary sale rights: Liquidity before exit
- Co-investment: SPV participation rights
- Tax optimization: 83(b), QSBS qualification
Real Example: Series B Business Executive Package
A C-Suite Business Executive at a Series B startup negotiated:
- Base: $305K (capped, no movement) → Accepted constraint, focused on other levers
- Bonus: 10-20% → 33% guaranteed ($30K-$61K → $100K) → Added $40K-$70K guaranteed annual income
- Equity: 0.5% → 0.7% over 4 years → Extra 0.2% worth $1.4M at $700M valuation
- Exercise window: 90 days → 10 years → Prevents losing equity if leaving before liquidity
- Sign-on: $0 → $55K → Covered relocation and first year cash flow gap
- Change of control: Double trigger acceleration → Protected $4.9M in unvested equity value
- Early exercise: Enabled 83(b) election → Saved $1.5M+ in potential taxes (see calculation below)
- Severance: 3 months → 12 months → $305K protection if role doesn't work out
Total first year value: $460K cash + $1.23M equity. Negotiation added $125K cash and $1.4M equity value.
Equity & Long-Term Incentives
Equity Ranges: Highly Variable
Equity grants vary dramatically by company valuation, funding stage, role criticality, and negotiation leverage. The ranges below are general guidelines - actual offers can be 50% below or 200% above these figures.
Equity Expectations by Stage
Early Stage (Seed-B)
- VP: 0.5-2% ownership (varies by function)
- SVP: 1-3% ownership
- C-Suite: 2-5% ownership
- Early exercise rights common
- Extended windows negotiable
Late Stage (C-IPO)
- VP: $2-5M initial grant value
- SVP: $3-7M initial grant value
- C-Suite: $5-15M initial grant value
- Annual refreshers: 25-50% of initial
- Benchmark against public company grants
Compensation Differences by Function
Function-Specific Variations
Compensation structures differ significantly by function. Revenue-generating roles often have lower base but higher variable comp, while technical roles may have higher equity. These are general patterns - exceptions are common.
- Base: Often lower (70-80% of market)
- Variable: Higher OTE (150-200% of base)
- Equity: Lower grants (0.3-1% at Series B)
- Unique levers: Accelerators, SPIFFs, pipeline protection
- Negotiable: Commission structure, quota relief periods
- Base: Market to above-market rates
- Variable: Standard bonus (30-50% of base)
- Equity: Higher grants (0.5-2% at Series B)
- Unique levers: Patent bonuses, conference budgets
- Negotiable: Early exercise, refresh guarantees
- Base: Market rates, less flexibility
- Variable: Performance bonus (25-40% of base)
- Equity: Moderate grants (0.3-1% at Series B)
- Unique levers: Milestone payments for cost savings
- Negotiable: Severance terms, retention bonuses
- Base: Premium to functional roles (+20-30%)
- Variable: Unit economics tied (revenue share)
- Equity: Highest grants (1-3% at Series B)
- Unique levers: Carve-out provisions, co-invest rights
- Negotiable: Everything - most flexibility in structure
Critical Equity Terms to Negotiate
Beyond the percentage or dollar value of your equity grant, these terms can make millions of dollars of difference in your final outcome.
Tax Optimization: Early Exercise Rights
What it is: The right to exercise unvested options immediately upon grant
Why it matters: Enables 83(b) election for massive tax savings - converting ordinary income (37%) to capital gains (20%)
Early Exercise: The $1.5M+ Tax Optimization
How it works: Exercise immediately when granted (FMV = strike price), file 83(b) election within 30 days, pay $0 in taxes at exercise.
Real Example - 0.7% Grant at Series B:
- Cost to exercise: $700K (0.7% of $100M 409A valuation)
- Without early exercise: $3.37M taxes on $9.1M gain (37% ordinary income)
- With early exercise: $1.82M taxes on $9.1M gain (20% capital gains)
- Tax savings: $1.55M (46% reduction)
Critical requirements: Cash upfront ($700K), company success bet, 30-day 83(b) deadline (no extensions).
Risk: If company fails, you lose entire investment. If you leave before vesting, unvested shares are repurchased at cost.
The Dilution Reality
Expect 20-30% dilution per funding round. Your 1% today could be 0.5% at exit after 2-3 rounds. Always model diluted ownership, not just current percentage.
Beyond Traditional Equity: Alternative Long-Term Incentives
Milestone Payments: The Hidden Gem
A CMO negotiated milestone bonuses instead of more equity:
- $300K at $30M ARR
- $500K at $50M ARR
- $1M at $100M ARR
Result: $1.8M in milestone payments achieved over 3 years, worth more than the foregone equity.
Creative Milestone Structure: Product Leader to GM
A Product Leader negotiated promotion to GM with creative variable compensation:
- Base: $225K → $255K
- Equity: 0.1% → 0.5% (5x increase, backdated vesting)
- Deal-based bonus: 4% of enterprise contract value ($125K-$205K potential)
- Revenue share: 3% of product line ARR (no cap)
- Housing: Full NYC accommodation covered
Result: Guaranteed $255K → OTE of $450K-$530K, plus path to seven-figure exit via verbal carve-out commitment.
Creative Cash Strategies for Cash-Constrained Startups
When startups can't pay market cash, negotiate creative variable compensation tied to business events:
- Fundraising triggers: Automatic raises upon next round
- ARR milestones: Bonuses at $10M, $25M, $50M ARR gates
- Enterprise deal carve-outs: 2-5% of major contract values
- Product line revenue share: Direct participation in your unit's growth
- Acquisition carve-outs: Verbal commitments for exit participation
Protection Clauses Every Executive Needs
Why Protection Matters
The average executive tenure is 18-24 months. Protection clauses ensure you're compensated fairly regardless of organizational changes, market conditions, or strategic pivots.
Critical Protection Components
Standard: 90 days post-departure to exercise vested options
Negotiate for: 5-10 years for early stage, 1-3 years for late stage. This prevents losing vested equity if you can't afford immediate exercise after leaving.
Severance Package Components
Standard Offer: 2-3 months severance
Executive Standard: 12 months base + pro-rated bonus + continued vesting + healthcare + mutual non-disparagement
- 12+ months base salary continuation
- Pro-rated target bonus for period worked
- Healthcare coverage for severance period
- Continued equity vesting during severance
- Outplacement services ($10-25K value)
- Legal fee coverage if disputed
- Pipeline value for sales/BD roles
- Commission on deals closing post-exit
- Clawback immunity for bonuses
- Reference letter pre-negotiated
- Advisory role option post-exit
- Non-compete release or payment
- Verbal carve-out commitments (get in writing if possible)
- Deal commission protection (2-5% of enterprise deals)
- Product line revenue participation
Change of Control Protections
Single Trigger: All equity vests immediately upon acquisition
Double Trigger (Preferred): Equity vests if acquired AND role changes/terminated. More common and often better for total value as it keeps you valuable post-acquisition.
Double Trigger Events That Protect You
Primary Triggers
- Company acquired
- Merger completed
- Majority stake sold
- Asset sale occurs
Secondary Triggers ("Good Reason")
- Terminated without cause
- Role materially reduced
- Compensation decreased >10%
- Forced relocation (30+ miles)
- Reporting structure changed
- Team/budget cut by 50%+
- Title downgrade or duties shift
- Loss of direct reports
Real Protection Success Story
A VP Sales negotiated comprehensive protection terms. When acquired 18 months later:
- Double trigger activated when role eliminated
- Received 12 months severance ($400K)
- All unvested equity accelerated ($1.2M value)
- Collected commission on pipeline ($180K)
Total protection value: $1.78M vs. standard 3-month severance of $100K
Executive Negotiation Strategy
The 4 Pillars of Successful Executive Negotiation
Maintain warmth and professionalism. The people advocating for your package need to like working with you.
- Build rapport with recruiters and HMs
- Express genuine excitement
- Frame requests positively
Demonstrate exceptional value through performance and preparation.
- Ace your interviews
- Present 30-60-90 day plans
- Quantify past impact
Provide clear rationale that recruiters can defend internally.
- Reference market data
- Highlight competing opportunities
- Connect asks to value creation
Signal genuine intent to accept if terms are met.
- Lead with enthusiasm
- Set clear expectations
- Show flexibility on some terms
The Role Vision & Impact Plan Document
Your Secret Weapon
Before countering, meet with your hiring manager to present your Role Vision & Impact Plan. This transforms you from a candidate into their future leader and dramatically increases their willingness to fight for your package.
Leverage Your Business Case for Creative Comp
When presenting your Role Vision & Impact Plan, identify specific revenue opportunities or cost savings. Use these to justify milestone bonuses or revenue share arrangements. One GM candidate identified a potential enterprise deal during their presentation and negotiated 4% of that specific contract value as part of their comp.
Role Vision Document Impact
A Senior PM candidate created a detailed vision document showing how they'd tackle the role's biggest challenges. Result:
- Up-leveled from Senior PM to Director
- $87K base increase
- Additional 0.2% equity
The hiring manager said: "This is exactly why we need you at the Director level."
The Final Contract Trick
Advanced tactic: If protection terms aren't your top priority, wait until after negotiating total comp and title. When they send the final contract, say: "I expected these standard executive protection terms - extended exercise window, double trigger acceleration, 12-month severance." New information reopens negotiation, but only for these "standard" terms you assumed were included.
Timing Your Negotiation
Day 1-2: Receive offer, express enthusiasm, request time to review
Day 3-4: Meet with hiring manager, present Role Vision & Impact Plan, discuss scope
Day 5-6: Submit first counter with full justification
Day 7-10: Navigate 2-3 rounds of negotiation
Day 10-14: Finalize terms and accept
Stage-Specific Negotiation Strategies
Early Stage (Seed - Series B)
Stage-Specific Range Notice
Early-stage compensation is highly negotiable and varies widely. Cash-constrained startups may offer 50% below market cash with higher equity, while well-funded ones may match public company packages. Verify current market data through executive compensation surveys.
- Maximize equity %: Push for 1-3% ownership
- Negotiate flexibility: Advisory rights, extended exercise
- Secure protections: Double triggers, severance
- Cash creativity: Milestone payments, guaranteed raises
You: "Given the risk profile and my experience scaling similar companies, I'm looking for 1.5% ownership with a 10-year exercise window."
Founder: "That's significantly above our standard grants."
You: "I understand. I'm betting my career on this opportunity. The extended exercise window costs nothing unless I've helped create value, and the equity aligns our long-term incentives."
Growth Stage (Series C - D)
- Balance cash/equity: Higher base, regular refreshers
- Secure liquidity: Secondary sale rights
- Protect downside: Strong severance, acceleration
- Think public: Benchmark against public companies
Growth Stage Success
VP Engineering at Series C negotiated:
- Base: Matched public company comp ($450K)
- Equity: 0.5% initial + guaranteed annual refreshers
- Liquidity: Right to sell 20% in any secondary
- Protection: 12-month severance with full acceleration
Late Stage / Pre-IPO
- Maximize cash: High base + guaranteed bonuses
- Value-based equity: Focus on $ not %
- IPO preparation: Lock-up exceptions, tax planning
- Executive perks: Full benefits suite
Public Company
- Total compensation focus: Base capped at $300-500K, equity drives value
- Wide TC ranges: VP at Google/Meta can be $3M-$15M+ total
- Criticality matters: AI/Cloud roles command 2-3x standard packages
- Public data advantage: levels.fyi, Blind for exact comp benchmarks
- Golden parachutes: Negotiate executive severance packages
- Refresh strategy: Annual grants often exceed initial package
Public Company VP Package Reality
VP Engineering at major tech company (L8/E8 equivalent):
- Base: $400K (relatively fixed across levels)
- Target bonus: 30% ($120K)
- Initial RSU grant: $8M over 4 years ($2M/year)
- Year 2 refresh: $3M over 4 years
- Year 3 refresh: $4M over 4 years
- Steady state TC: $3.5M+ annually by year 4
Key insight: Competing offers and strategic importance drove 60% higher initial grant than standard band.
Executive Compensation Key Takeaways
The Million Dollar Difference
The difference between accepting the first offer and negotiating effectively is often $500K-$2M+ over your tenure. Every component matters, and everything is negotiable.
Critical Success Factors
- Base salary (aim for top quartile)
- Equity amount AND terms
- Severance (12+ months)
- Sign-on bonus (if leaving value)
- Exercise window extension
- Change of control protection
- Milestone payments ($100K-$1M+)
- Guaranteed refreshers
- Advisory/consulting rights
- Secondary sale participation
- Pro-rata investment rights
- Pipeline/commission protection
Executive Negotiation Principles
The 10 Commandments of Executive Negotiation
- Never accept the first offer - There's always room to improve
- Build your value story first - Use Role Vision & Impact Plan before countering
- Think total package - Optimize across all components, not just salary
- Protect your downside - Severance and acceleration matter more than you think
- Get creative with structure - Trade-offs can unlock value for both sides
- Use market data wisely - Reference multiple sources, pick favorable comps
- Maintain warmth and enthusiasm - Be firm but likable throughout
- Document everything - Get all agreements in writing
- Know when to stop - 2-3 rounds is typical, don't burn bridges
- Consider professional help - The ROI on negotiation coaching is high
The Executive Compensation Formula
Your Value + Market Leverage + Negotiation Skill = Maximum Package
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