Offer Analyzer
Know what your startup offer
is really worth.
A free startup salary and equity compensation tool. Use it as a startup equity calculator and startup compensation calculator to compare salary, bonus and ownership, understand stock options or RSUs, and prepare your negotiation. Estimates are directional—not a promised equity payout.
Preview — hit “Analyze my offer” to lock in your results.
40Offer score
This offer is below market, so it's worth pushing back.
You'd earn about $130,000 a year in cash if you hit your full bonus, which isn't guaranteed. We don't count the shares as pay because their real value is uncertain until the company is sold or goes public.
Base salary
$130,000
Estimated comparison:
$152,000–$193,000
Below market
Equity
0.150%
Estimated comparison:
0.20–0.60%
Below market
Bonus or Commission
0%
Estimated comparison:
~5% typical
Below market
What your shares could be worth
What you'd actually get
Unknown
Your stake after future fundraising
The company is valued at 20.0 times its yearly revenue, or about $2 per share at the investor price.
The "on paper" number is simply your share of the company multiplied by its latest valuation. What you'd really take home is usually lower, because investors are paid back first in a sale, you may need to pay to buy your shares, and taxes apply. Your stake also shrinks as the company raises more money, which we estimate at about 20% per round.
Watch-outs
- Common stock is the type most employees get, and in a sale it is paid only after investors get their money back, so ask how much investors are owed first before you value your shares.
- We leave equity out of your yearly pay because the paper value assumes the company sells at today's price and pays everyone equally, which rarely happens, so think of it as a lottery ticket rather than income.
Your negotiation playbook
1
Ask for a base salary of $152,000 or more
Similar Software Engineer roles at companies this size in San Francisco Bay Area typically pay $152,000–$193,000. Startups often offer low cash and point to the stock instead, but salary is the part you're guaranteed to receive.
"I'm excited about this. Based on market data for this role, stage and location, I was expecting a base closer to $172,500. Can we get there?"
2
Ask for about 40,000 shares
You're being offered 0.150% of the company, while people in similar roles usually get 0.20%–0.60%. Joining early is riskier, and a larger stake is the normal way companies reward that.
"Given I'm joining this early, I'd like the equity to reflect the risk — around 0.40% of the company's total shares."
3
Tie part of your bonus to company growth
Linking a bonus to growth from today's $1.0M in revenue gives you real cash when the company does well, without waiting years for a sale.
"Could part of my bonus be tied to revenue milestones, paid quarterly? It aligns us both on growth."
4
Ask for a signing bonus
Startups often pay less than larger companies, and a one-time signing bonus is an easy way for them to close that gap without raising your salary permanently.
"To offset the pay cut vs. my other options, would you consider a signing bonus or a small block of shares that vests on day one?"
Why your slice will get smaller
Each time the company raises money it creates new shares for investors, so your 0.150% could shrink to about 0.077% after roughly 3 more rounds. That's normal, which is why it's fair to ask whether you'll receive extra grants over time to keep pace.
Why you earn shares over time
Companies spread your shares over several years (often four, with nothing until your first anniversary) so you're rewarded for staying. Ask what happens to unearned shares if the company is sold and you lose your job, and how long you'd have to buy your shares if you leave.
Why you're offered common
Investors buy a special class of stock that gets paid back first, while employees get common stock that is paid from whatever is left. The company's 'valuation' is the investor price, so your common shares are usually worth noticeably less than that headline number suggests.
Disclaimer: Results are estimates and suggestions only, based on general market data for US venture-backed startups. They are not legal, tax, or financial advice and are not legally binding. CompDecoder and its operators accept no liability for decisions made based on this information. Consult a qualified professional before accepting or negotiating an offer.
A startup compensation tool built for candidates
Most salary sites only look at cash, and most equity calculators only multiply shares by a valuation. CompDecoder works as both a startup compensation calculator and a startup equity tool in one place: you enter the job title, location, salary, bonus or commission, company size, valuation and the shares you are offered, and it checks your cash pay against built-in ranges, estimates your ownership percentage, and explains what your share type, vesting and investor preferences could mean for a payout. It then turns the gaps into ready-to-say questions, so you can push back on the offer with confidence instead of guessing.
It is free, needs no account, and does not store the offer you enter. Treat the results as a starting point for your negotiation, and read the stock classes guide or the negotiation guide for the terms behind each number.
Startup equity calculator: what the numbers mean
Ownership is the offered share count divided by shares outstanding, multiplied by 100. For example, 15,000 shares out of 10 million is 0.15%. Ask for the fully diluted denominator, including the option pool and relevant convertible securities; an estimate can materially change the result.
Multiplying ownership by a company valuation gives a gross paper illustration, not what an employee receives. A funding-round preferred price is not a common-stock appraisal. Exercise costs, vesting, taxes, dilution, debt and liquidation preferences can reduce—or eliminate—proceeds.
What is my startup stock worth?
The honest answer is that private startup stock has no market price until the company is sold or goes public, so any number today is an estimate. To calculate a rough startup stock price, divide the company's valuation by its fully diluted share count, then multiply by your shares. A $50M valuation over 10 million shares gives about $5 per share, so 20,000 shares look like $100,000 on paper. That paper figure is usually too high for employees, because the valuation is set by the price investors paid for preferred stock, while you hold common stock that is paid after investors in a sale and is often valued far lower in the company's 409A appraisal.
A more realistic way to think about what your startup equity is worth is to subtract the cost to exercise, expect dilution from future rounds, and remember that many startups never reach a sale that pays common shareholders. Use the calculator above for the paper number and the acquisitions & payouts guide to see how investor preferences shrink it.
Compensation estimates & limitations
The salary and equity bands, bonus targets, location adjustments and offer score use CompDecoder’s built-in assumptions. They are not a verified salary survey and have no published sample size or survey date. “Below market,” “market rate” and “above market” are directional labels relative to those assumptions—not proven market rankings.
Company size is an imperfect stand-in for funding stage. Results do not account for every industry, seniority level or employer pay policy. Cash compensation is salary plus target bonus; the bonus is not guaranteed and unverified equity is excluded. Dilution illustrations assume 20% per future round, not a forecast.
The AI review retrieves sources for award rules; it does not validate the benchmark bands, employer finances or your grant documents. Compare current local job postings and written competing offers before setting a negotiation target.
Get a second opinion before you sign.
Book a 30-minute consultation with a former founder and employment expert. We'll review your offer and build a negotiation plan together.