Executive Offer Comparator
Offer letters are designed to be compared one number at a time. The CFO who left for a competitor's "$400K higher base" sometimes discovers three years later they vested $2M less in equity because the new firm used 4-year cliff instead of 3-year graded. This calculator puts the full economics side by side before you sign.
Compare two offers
Offer A (current role or first offer)
Offer B (new opportunity)
What the offer letter doesn't tell you
The vesting schedule matters more than the grant headline
Two offers both quoting "$1.5M in annual RSUs" can produce $600K–$1.5M different equity outcomes over the first three years based entirely on the vesting schedule. A 3-year graded grant vests one-third at the end of year one. A 4-year cliff grant vests nothing for the first three years, then $1.5M all at once at year four. If there's any chance you leave or are acquired before year four, those are radically different positions.
The calculator above computes actual equity you'd receive in-pocket over your analysis window — not what's "granted" to you on paper. The gap between those two numbers is what executives get wrong most often when evaluating offers.
Unvested equity you're leaving behind
A competing offer needs to replace three things: (1) the cash differential, (2) future equity at the new firm, and (3) unvested equity at your current firm. Most executives model (1) and (2) but forget (3). If you're leaving in year two of a four-year graded grant cycle, you're walking away from roughly half your outstanding grants. That number should appear explicitly in your comparison — as a cost of switching, not an ignored line item.
- Vesting schedule. Graded vs. cliff. Quarterly vs. annual vesting within graded. Does vesting accelerate on termination without cause or acquisition?
- Grant type. RSUs vest to stock (predictable value). PSUs vest contingent on performance targets (could be $0 or 2× face value). Options require stock appreciation above strike.
- Change-of-control treatment. Single trigger: equity vests on acquisition. Double trigger: equity vests only if you're also terminated. This clause is in the equity award agreement, not the offer letter.
- Bonus structure. Target vs. maximum. Discretionary vs. formulaic. Is it based on individual or company performance? What was actual payout vs. target for the last three years?
- NQDC availability. Access to a non-qualified deferral plan is meaningful at these income levels — it lets you defer up to $500K+/year pre-tax. Not all companies offer it. See the NQDC calculator for the tax math.
- Sign-on clawback. Sign-on bonuses almost always carry a 1–2 year repayment obligation if you leave. A $500K sign-on is conditional compensation, not a gift.
RSUs vs. PSUs vs. Options: the value is in the details
The nominal grant value on your offer letter tells you very little without knowing the instrument:
- RSUs (restricted stock units): vest to stock at current fair market value. Taxed as ordinary income at vesting. Straightforward. Risk = employer stock concentration.
- PSUs (performance stock units): vesting depends on hitting performance metrics — typically TSR vs. peer group, revenue, or EPS over a 3-year period. At-target PSU value is the number quoted. Actual payout is typically 0–200% of target. A "$2M PSU grant" might mean $0 or $4M depending on the stock's performance relative to the S&P 500.
- Stock options: value only exists if the stock price exceeds the grant-date strike at exercise. Options at large mature companies often stay in-the-money. At early-stage or volatile companies, the math depends heavily on growth assumptions. Options also require a cash purchase at exercise, creating a liquidity decision.
Change-of-control acceleration: read the equity award agreement
Your company is acquired. What happens to your unvested RSUs?
- Single trigger: unvested equity accelerates and vests on closing. Common at smaller companies and earlier in the market cycle for tech.
- Double trigger: unvested equity only accelerates if you're also terminated (involuntary or "good reason" within 12–24 months of the acquisition). Most large-cap companies use double trigger now.
- Rollover: unvested equity converts into acquirer equity on the same schedule. No acceleration.
The difference between single and double trigger on a $3M unvested equity position can be $3M in cash vs. $0, depending on whether you're retained. This clause lives in the equity plan document or the individual award agreement — not the offer letter — and is worth asking about explicitly before signing.
Related tools and guides
- NQDC Deferral Calculator — model the tax math on deferred compensation elections
- Golden Parachutes and 280G — change-of-control excise tax analysis
- Concentrated Stock Diversification — strategies for $5M+ employer stock positions
- 10b5-1 Plans for Executives — SEC-compliant trading plan design
- Executive Compensation Planning: A Complete Guide
Get your offer evaluated by a specialist
Offer evaluation at the C-suite level involves more than headline math. A specialist advisor will model the full picture: unvested equity you're forgoing, equity grant type risk (RSU vs. PSU vs. options), change-of-control clause analysis, NQDC availability at the new firm, and after-tax total compensation. Free match, no obligation.