As an executive, negotiating your offer is critical. You could be in this role for a long time, so leaving anything on the table could pile up over the years.
Lots of articles out there give you some good tips for negotiating, but they leave out one key aspect: negotiating your exit. Big changes can happen fast, and it’s vital to cover your ass.
I’ve worked as a VP HR myself. And, as a senior executive coach, I’ve coached thousands of execs.
And In this article I’ll give you a full guide on how to negotiate yourself the best offer possible, and I’ll hit the crucial and often-missed point on negotiating your exit.
The Key Elements of an Executive Compensation Package
While there are hundreds of fringe benefits you could negotiate for, here are the biggest ones to pay attention to.
Go through this checklist and ask yourself which of these executive benefits are important to you.
Direct Compensation
Annual Base Salary: Align your salary with industry standards and the value you’ll bring to the company.
Performance-Based Bonus: Structure your bonuses around both short-term successes and long-term goals. And decide which KPIs or milestones will trigger payouts.
Long-Term Incentive Plan: Set up a reward system that grows as the company expands over the years.
Equity/Stock Options: Do you want direct shares, restricted stock, or stock options?
Signing Bonus: Factor in costs like relocation and lost equity to offset the financial gap during your transition.
Protection Provisions
Severance Terms: Set up financial protections in case you lose your job unexpectedly.
Change-in-Control Protection: Safeguard your compensation and role during mergers, acquisitions, or ownership changes.
D&O Insurance: Include directors & officers insurance packages to protect your personal assets when you make bold leadership decisions.
Legal Fee Coverage: Get reimbursed for legal expenses during compensation negotiations and for ongoing legal support.
Equity Terms
Vesting Schedule: Create a stock plan that rewards you over time, with protections if you leave, if the company is sold, or if you resign.
Exercise Windows: Negotiate ample time to buy company stock after you leave, so you can take advantage of the best timing for purchasing to maximize your profit.
Acceleration Vesting: Make sure your stock plan lets you vest your equity faster in case a big change happens like a company sale or leadership shift.
Rights During Company Events: Clarify how you'll be compensated or protected from events like funding rounds, acquisitions, or going public.
Role Definition
Clear Decision Rights: Define what decisions you're authorized to make so you feel like you have the proper authority to achieve your goals.
Board Interaction: Secure a role in key meetings where strategic decisions about the company's future are made.
Work-Life Balance
Location Independence: Negotiate either remote or hybrid work.
Paid Time Off and Sabbaticals: Get some additional vacation or sabbatical time to stay balanced.
With that said, here are several tips to ensure you come away with the best situation for yourself.
Negotiate Your Exit
Here’s an oft-missed point of negotiation.
The C-suite is a volatile spot. You’ve seen this happen. A new CEO brings in a completely new leadership team. They want a team loyal to them. So over the course of six months, you can see a complete turnover of executive teams.
Other changes could affect the stability of a C-suite member as well, like a company sale, secured next round of funding, IPO, merger, acquisition, or even a prominent board member change.
The best time to negotiate this is after you have a written offer in hand. Ask if it is possible to discuss your exit that results from business and/or leadership changes—events that occur outside of your control that could jeopardize your employment.
Typically, the company's attorney will draft up a severance package. I recommend you work with your own legal representation to work on your behalf.
Finalizing this pre-arranged severance may take a bit of back and forth; however, years from now, when you have a new boss, it will be well worth the effort.
More specifically, here are a few negotiation points you may consider when discussing exit terms for your executive role:
Severance Pay: Get financial support for a reasonable amount of time (up to 12 months depending on your seniority) if you are let go.
Request Protection Against Unjust Termination: Make sure there are clear grounds for dismissal, like poor performance or misconduct. This can protect you from getting terminated for arbitrary or personal reasons.
Seek Severance If You Resign for Legitimate Reasons: Make sure you are compensated if you leave because of significant company changes that affect your role or the direction of the company.
Ask for Shorter Notice Periods: Set up a faster exit if you decide to leave so that you can easily transition to a new opportunity without lengthy delays.
Push for Looser Non-Compete Clauses: Make it easier to work for other companies.
Let Them Make the First Move
Negotiating is like a dance, where you and your potential employers start opposite from each other. And you take turns stepping forward until you meet somewhere in the middle.
Ideally, they’ll finish on your half of the line. But really, you both just want to be okay with where you wind up.
It’s key that you don’t reveal your compensation expectations too early in the process. Let the company take the first step. Once you have a written offer, then you can counter and take your first step.
What Number Will Make You Walk?
Before you go into your negotiation, it’ll serve you to know your minimum salary range.
Do some research on what competitors are paying. Sit down and tabulate what you think you’re worth for this role.
Clarifying your salary requirements upfront will prevent you from saying yes to the wrong offer. Once you’ve got the written offer, it can feel so close and tantalizing that you could easily talk yourself down and take something for less than you’re worth.
Researching ahead of time will also help you because the offer the company makes will likely be at the bottom of their range. So if you know what the industry standards are, you can likely wiggle that number up closer to the top of their range.
Before you start negotiating, get clear on these questions:
Low: What’s the lowest offer you’re willing to take?
High: What would a total win look like for you?
Don’t Drip Your Counter Offer
Once you send back your counteroffer as a single package.
If you ask for more pay, and then you come back and ask for a remote schedule, and then you come back and ask for a higher bonus, that’ll kill your bargaining power.
Remember, negotiation is a dance where you each take one step at a time. Dripping your requests will make it seem like you’re taking multiple steps on your turn.
Back up Each Ask with a Why
Experiments from behavioral psychology suggest that people are way more likely to say “yes” to your requests when you provide a reason. Even if it’s a crappy reason.
So you’ll be more successful in your negotiation if you back up each point in your counter-offer with a “and this makes sense because…”
Here are some ideas to bring into your executive salary negotiation:
"This base salary aligns with my track record of driving 40% year-over-year revenue growth in my last two roles"
"This bonus structure reflects my history of building and scaling teams from 20 to 200 while maintaining a 95% retention rate"
"The expanded decision-making authority is crucial because my expertise in international markets will help accelerate our global expansion"
"The executive coaching allowance is important because I hold a strong belief that even senior leaders need dedicated space for growth, reflection, and career development"
"The accelerated vesting makes sense because I'm leaving behind significant equity at my current position to join this mission"
Get Face to Face
After you send back your counter-proposal, request to hash out the rest in real-time.
While it’s possible to conduct a successful negotiation over email, there are huge benefits to doing this in person.
Namely, when you get hired into the C-Suite, you are joining a new leadership team. While part of your negotiation process is to set up fair terms, a lot of it is about building the foundation for a partnership. You have the chance to start your time with feelings of connection, mutual respect, and hope. How you handle this process sets the tone for your tenure.
Here are tips for when to use email and when to use real-time conversations:
Use email for: Documentation, initial proposals, follow-ups, and final terms.
Talk in person (or via video) for: Complex discussions, relationship building, and addressing sensitive points.
Don’t Come in as an Adversary
So many people come into negotiations like it’s a fight. With a “me vs. you” mentality.
This is a terrible idea.
It’s way more effective to go into the negotiation like you are on the same team.
Don’t play hard to get and act like they need to win you over. Make it clear they can find an agreement with you. Show your desire to grow with the company long-term. Express your excitement.
And remember that your negotiation proposals are asks, not lines in the sand.
So definitely don’t give ultimatums. People don’t like ultimatums. It makes them feel disempowered and on edge.
And don’t worry; coming in with an excited and collaborative attitude doesn’t lock you into saying “yes” no matter what. But it sets you up to build strong relationships and increases the odds that everyone will leave the negotiation feeling connected.
Prepare for Challenging Questions
The last thing you want is to fumble a sensitive question and stick your foot in your mouth.
For example, let’s say they ask if you’re considering any other offers. You could easily stumble over your words and say something vague that avoids the question. Or worse, you could lie because you’re nervous.
The remedy here is to prepare for the hard questions ahead of time.
Take a look at the questions below, and make sure you have an answer ready for each.
Do you have other offers you're considering?
What's your current salary? (Note that in 22 US states and DC, this question is illegal. But they could ask a variation, like asking to see your tax records to see your previous salary)
How flexible are you on remote work arrangements?
If we can't meet your equity expectations, would this be a deal-breaker?
Why are you really looking to leave your current role?
It can also be tremendously helpful to practice your negotiation conversation with another person. After all, studies suggest that when people practice negotiation, they come into the real conversation with more self-confidence and do better at finding win-wins.
If you want to practice, you could ask a friend to mock negotiate with you. Or better yet, hire a career coach.
Sign it in Writing
No offer is final until it’s printed out and signed.
Once you reach an agreement, make sure you both sign it.
Get Third-Party Support
As an exec, your job offer is nuanced and high-stakes.
Consider hiring an executive compensation attorney to make sure you’re not missing anything.
It could also be a huge benefit to work with a seasoned career coach to build negotiation skills and to guarantee you approach the negotiation with the right preparation and mindset.
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