How to Compare Job Offers: Startup Options vs. Public RSUs

A startup offer may promise ownership and upside; a public-company offer may give you a bigger cash package and stock you may be able to sell. The challenge is deciding which differences matter without treating speculative equity like salary. Here's how to compare job offers using a copyable table, a four-year example, and a score for the work itself.

This article is general information, not tax or legal advice; check the official sources linked below or consult a qualified tax professional.

Build a job offer comparison table before choosing

Get the written offer, benefits summary, and equity terms from each employer. Put the same information in adjacent spreadsheet columns, and mark missing details as “unknown,” not zero. A founder's verbal promise belongs in a notes column until the relevant terms are documented.

Copy this template into your spreadsheet and link each answer to its supporting document.

For offers in different countries, keep USD and CAD labeled throughout. Choose a dated exchange rate for comparison, then test what happens if that rate moves against you. Don't compare dollar signs without accounting for housing, commuting, and employee benefit costs in each location.

Compare dependable cash before equity upside

Set your personal floor before ranking offers. Work out the take-home pay you need for living costs, debt payments, family commitments, and savings. Ask whether each offer clears that floor without a bonus or stock sale.

Use separate lines for recurring cash, one-time payments, public equity, and private equity. A signing payment should not appear in every year of your model. Record its repayment terms alongside it, rather than assuming you can leave whenever you want without a financial consequence.

For a discretionary bonus, calculate a no-bonus case alongside the target case. For retirement matching, use the actual contribution formula and your planned contributions. Keep that value separate from money available for rent.

Compare benefits through costs you would actually pay. Request employee premiums, coverage limits, and dependent coverage rather than assuming the plans are equivalent.

Treat working conditions as constraints, too. If you cannot relocate, an in-office offer fails before scoring begins. If your work authorization needs employer support, get that support assessed before accepting; enthusiasm about hiring you is not a complete plan.

Request the equity details that change the comparison

An option gives you the right to buy shares at a fixed strike price; it is not already a share you own, as Carta's option explanation makes clear. Public-company RSUs instead promise a future payout in shares or cash after vesting, with value tied to the share price, according to Fidelity's RSU guide.

Ask the startup for the following details before assigning its options a dollar value:

• Grant size and ownership denominator: the option count, fully diluted share count, and what that denominator includes.
• Strike price: the proposed price per share and whether it is final or subject to grant approval.
• Common-share valuation: the latest common-share fair market value and valuation date; request the 409A value where applicable.
• Preference stack: investor payout priority, preference multiples, participation rights, and a common-holder payout illustration.
• Vesting and departure terms: the cliff, vesting start date, expiration, post-termination exercise window, and acquisition treatment.
• Liquidity and refreshers: sale restrictions, any documented liquidity arrangements, and whether future grants are promised or discretionary.

A 409A valuation appraises private-company common stock; it is not the preferred-share financing price or a guaranteed exit price, as Carta explains. Ask a Canadian employer which common-share valuation supports its offer rather than assuming every plan uses US terminology.

Investor preferences can direct exit proceeds to preferred holders before common holders, while conversion and participation terms affect the distribution, according to Carta's liquidation-preference guide. That is why multiplying your ownership percentage by a headline acquisition price can mislead you.

New share issuance can also reduce your ownership percentage, as Carta's options guide explains. Request a payout illustration that accounts for future dilution rather than assuming today's percentage stays fixed.

Request a written summary if the capitalization table is confidential. Mark unsupported upside unverified; use startup equity explained to organize follow-up questions.

Worked example: startup options versus public-company RSUs

Hypothetical example: Suppose a US-based, mid-level software engineer has these offers. Every salary, grant, price, and probability below is an illustrative assumption, not a market benchmark or forecast. All dollar amounts are USD.

Assume you stay through full vesting, salaries remain unchanged, and the public-company target bonus pays each year. Hold benefits equal to isolate cash and equity. These are nominal, pretax calculations without discounting future payments.

Calculate cash and public stock separately

Startup cash is $140,000 × 4 = $560,000. Public-company cash is ($160,000 + $16,000) × 4 = $704,000. Neither calculation guarantees continued employment or bonus payment.

For public RSUs, assume the shares vest, are delivered, and sell at $100 each when permitted. The grant produces 1,600 × $100 = $160,000 in gross stock proceeds. Cash plus stock is therefore $704,000 + $160,000 = $864,000 before taxes.

The initial quoted stock value is not fixed compensation: Fidelity notes that RSU value follows the share price. If the average sale price across the installments were $70, gross proceeds would be $112,000; at $130, they would be $208,000. These sensitivity prices are hypothetical, not predictions.

Calculate options from common-share proceeds

For the startup, assume a cashless exercise and payout at the end of year four in the paying scenarios. You do not exercise in the worthless scenario. Define each price below as proceeds per common share after accounting for dilution and investor preferences, not the company's headline valuation.

The simplified payoff is vested options × max(common-share proceeds − strike price, 0). This model excludes taxes and fees; it also assumes the transaction permits the payout described.

The assumed probabilities sum to 100%. The probability-weighted payoff is (60% × $0) + (30% × $120,000) + (10% × $760,000) = $112,000.

Startup cash plus that weighted payoff is $560,000 + $112,000 = $672,000. Against the public-company baseline of $864,000, the gap is $192,000. These assumptions favor the public offer financially; the strong startup outcome would favor the startup, but it is not the expected result of this example.

The weighted payoff is not spendable income. It is a way to expose your assumptions, not a prediction about this startup. If the company remains private without a sale opportunity, cash available from the options during this comparison period may be zero, even if the shares retain potential value.

Test leaving earlier and funding an exercise

Under these hypothetical schedules, leaving after two years means half the initial equity has vested. Startup cash would be $280,000; public cash would be $352,000, plus $80,000 in gross RSU proceeds at the assumed $100 price.

The startup's 10,000 vested options would require 10,000 × $2 = $20,000 to exercise if you paid cash. Any tax cost would be additional. Confirm the actual departure window because vested options can expire if you do not exercise within the contractual period, as Carta describes.

When using a job offer comparison calculator, check these assumptions first. A tool that adds private “annual equity value” directly to salary can hide both liquidity risk and exercise funding.

Score scope, manager, learning, and runway with evidence

Don't let the compensation calculation choose your career by itself. After both offers pass your nonnegotiable constraints, compare the work using a weighted score. MIT's offer worksheet uses the same basic approach: multiply each factor's importance by your rating of the offer.

Here is an illustrative adaptation. Choose weights totaling 100, rate each offer from 1 to 5, and calculate weight × rating ÷ 5 for each row. Set the weights before assigning ratings so you don't quietly favor the offer you already like.

Ask a founder how long current cash lasts under the planned hiring budget. Then ask what milestone the next funding round depends on and what happens if fundraising takes longer. A recent financing announcement alone does not answer those questions; use how to evaluate a startup for a fuller diligence process.

Scope needs evidence as well. “Own the product” could mean real decision authority, or it could mean responsibility without engineering support. Ask what you would deliver in your first quarter, who approves decisions, and which resources are already committed.

Broader responsibility is not automatically better learning. Identify who will review your work when the founder is busy.

A narrow score difference is a reason to investigate, not proof that one offer wins. Mark unsupported ratings as unknown and schedule a conversation to resolve them. For the broader trade-offs, read startup versus big tech.

Use another offer in negotiation without making threats

Negotiate the specific gap that affects your decision, not every line in the package. That might be base salary, signing cash, exercise terms, or a documented remote arrangement. Keep the competing offer's cash and equity components separate when describing it.

Illustrative email based on the hypothetical offers above:

Thank you for the offer. The product ownership and reporting relationship make this role especially appealing. I also have a written public-company offer with a $160,000 base, a $16,000 target bonus, and RSUs. Your $140,000 base leaves a cash gap that affects my decision. Is there room to move the base to $155,000? If base is fixed, could we discuss signing cash? I would also appreciate written confirmation of the option terms before deciding.

Use only numbers and preferences that are true for you. Don't invent another offer, imply a target bonus is guaranteed, or threaten to walk away unless you mean it.

If you need more review time, ask for an extension with a specific proposed deadline. Once terms change, request the revised offer and rerun the comparison. Our startup offer negotiation guide covers how to make the request without turning it into an auction.

Keep tax timing separate from pretax offer value

As of November 2026, the IRS explains that US nonstatutory options without readily determinable fair market value generally have no tax at grant. The exercise spread is income at exercise, and selling the shares creates a separate gain or loss; conditions apply.

For US incentive stock options, regular income generally does not arise at grant or exercise, but alternative minimum tax may apply in the exercise year, according to the IRS. Sale treatment depends on the applicable conditions, including holding periods; do not assume every option qualifies.

For US stock-settled RSUs, distinguish vesting from delivery: the IRS identifies transfer of vested shares as the usual federal income-tax recognition date, which may occur on or after vesting; exceptions apply. Later share sales may create capital gains tax, as Fidelity explains.

In Canada, option benefits generally arise in the acquisition year for non-CCPC shares; qualifying Canadian-controlled private corporation arrangements can defer inclusion until disposal, with conditions applying, according to CRA guidance checked as of November 2026. Ask a tax professional to model your actual grant and residence before exercising or comparing after-tax proceeds.

Next steps

1. Complete the comparison table and request every missing document.
2. Check that each offer meets your cash, location, and work-authorization constraints.
3. Recalculate equity for full vesting, earlier departure, and no near-term liquidity.
4. Verify your manager, scope, and runway ratings through targeted conversations.
5. Negotiate the decision-changing gap, then compare the revised written terms.