How big-tech RSU offers are actually structured

The situation. The offer letter says “$300,000 in RSUs” and your brain hears money. Then you read the schedule and discover that most of it lives years away, behind conditions nobody explained. Before you can negotiate equity, or even compare two offers, you have to be able to read it.

What’s actually happening: the five moving parts. ① The grant: a dollar value converted to shares, usually at the price around your start date. From that moment its worth moves with the stock. ② Vesting: you don’t own the grant; you earn it over time, commonly across four years. The shape matters enormously: an even 25/25/25/25 pays steadily, while a backloaded schedule pushes most value into years 3–4 - same headline, very different first two years. ③ The cliff (the first-year wait): commonly, nothing vests until you pass the first year; leave in month eleven and the equity never existed. ④ Refreshers: additional grants over time - standard practice at some companies, rare at others, and almost never a contractual promise. An offer that assumes refreshers is an offer built partly on hope. ⑤ Taxes: RSUs are typically taxed as ordinary income as they vest. The headline number is pre-tax (this is orientation, not tax advice).

The reading method: value everything at today’s price, laid out per year. Year-1 comp = base + realistic bonus + what actually vests in year one. Do the same for year two. That’s the number to compare against other offers, not the 4-year fantasy total.

What to ask (all completely professional):

“Can you explain how the equity works and what the current value is?” “What’s the vesting schedule, and is there a cliff in the first year?” “Is this grant a one-time thing, or do you usually give refreshers over time?”

The mistakes that cost the most: headline-number worship · assuming even vesting without reading the schedule · forgetting the first-year cliff when you’re not sure you’ll stay · counting refreshers that were never promised · comparing a stable company’s RSUs and a startup’s options as if they’re the same instrument (liquid, tradable shares vs. paper that needs an exit).