§01A senior equity grant has, at minimum, four numbers attached to it. Most offer letters surface only one. The other three are where every single one of the meaningful disputes we have observed begins.
§02Number one: the grant size. This is the figure on the offer letter. It is the least informative of the four. A grant of "0.6% of fully diluted equity" tells you almost nothing about what the grant will be worth at exit, because dilution between today and exit is unbounded.
§03Number two: the strike price (for options) or grant price (for RSUs). At a Series C+, the strike price is often material. A grant exercised at a strike that is 30% of current valuation behaves entirely differently from a grant exercised at par.
§04Number three: the vesting cliff and acceleration mechanics. A standard four-year vest with a one-year cliff has been industry-default for fifteen years. What is not standard, and what varies enormously, is the acceleration provision in the event of a change of control. Single-trigger acceleration (vesting on acquisition) and double-trigger acceleration (vesting on acquisition + termination without cause) are the two most common; some offers have neither, which means a change of control can wipe out unvested equity entirely.
§05Number four: the post-termination exercise window. The default in the UK for an EMI scheme is 90 days. We have seen senior offers extend this to 7 or 10 years, which materially changes the candidate's risk profile in the event of an early exit.
§06A senior candidate who walks into an offer negotiation with all four numbers in hand will, in our experience, secure an aggregate package roughly 12-18% better than a candidate who negotiates only on the headline grant size. The numbers do not lie. The offer letter is not always required to surface them; it is the candidate's job to ask.
A note from Vertex
This article reflects the operating perspective of the Vertex partnership. It is not advice — it is observation.