Salary Negotiation

Stock Options vs Salary: What Indian Professionals Should Know

Quick Answer

ESOPs/RSUs are equity ownership in the company, separate from salary. RSUs at public companies (Google, Amazon) have real, liquidable value. ESOPs at private startups are speculative — valuable only if the company has a successful exit (IPO/acquisition). Never accept a significantly lower salary for ESOPs alone unless you can afford the risk.

By ResumeGyani Career Experts
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Equity compensation is becoming increasingly common in India, especially at product companies and startups. Understanding the difference between salary and stock can mean the difference between making a great career decision and a costly mistake.

Types of equity in India: ESOPs (Employee Stock Ownership Plans): Common at startups. You receive options to buy shares at a set price (strike price) after a vesting period (usually 4 years with 1-year cliff). RSUs (Restricted Stock Units): Common at large public companies (Google, Amazon, Microsoft). You receive actual shares that vest over time. The key difference: RSUs have immediate real value (since the company is publicly traded), while ESOPs have value only if the startup achieves a successful exit.

How to evaluate ESOPs: Ask these questions before accepting: What percentage of the company do my options represent (on a fully diluted basis)? What's the latest company valuation? What's the strike price? What's the vesting schedule (typically 4 years, 1-year cliff, monthly/quarterly vesting)? What happens to my options if I leave? Is there a buyback policy? What's the company's path to exit (IPO, acquisition)? And most critically: what's the realistic probability of a successful exit?

Taxation in India (2026): ESOPs: Taxed at two points — (1) when you exercise the options (difference between fair market value and strike price is taxed as perquisite), and (2) when you sell the shares (capital gains tax). The 2020 ESOP taxation rules allow startup employees to defer tax payment for up to 5 years from exercise or until sale/leaving, whichever is earlier. RSUs: Taxed when they vest (fair market value on vesting date is treated as salary income).

The golden rule: Never accept a significantly lower salary for equity alone. Your salary needs to cover your living expenses and financial commitments. Treat equity as upside — a bonus that may or may not materialize. If you can't afford a 20% salary cut without stress, the equity isn't worth the risk.

Key Points to Remember

  • RSUs at public companies have real, liquidable value
  • ESOPs at startups are speculative — valuable only after successful exit
  • Only 1 in 10 funded startups achieve successful exit
  • Ask: what % of company do options represent (fully diluted)?
  • 4-year vesting with 1-year cliff is the standard schedule
  • ESOP taxation has two events: exercise and sale
  • Never take a major salary cut solely for ESOPs
  • Treat equity as potential upside, not guaranteed compensation

Pro Tips

Calculate the 'expected value' of your ESOPs: (potential value at likely exit valuation × probability of exit happening) — this gives a more realistic number than the optimistic projections founders share

At public companies (FAANG), RSUs are effectively cash — factor them fully into your total compensation comparison

If a startup offers ESOPs, ask about the employee buyback policy — some Indian startups now offer periodic ESOP buybacks even before IPO

Keep a separate record of your ESOP details: grant date, strike price, vesting schedule, and exercise deadlines — these are easy to lose track of over time

Frequently Asked Questions

Are startup ESOPs really worth anything?
They CAN be — employees at Flipkart, Razorpay, and Zerodha became crorepatis through ESOPs. But for every success story, there are hundreds of startups where ESOPs became worthless. Evaluate the specific company's trajectory.
How are RSUs taxed in India?
RSUs are taxed as salary income when they vest (at fair market value on vesting date). When you sell, any additional gain is taxed as capital gains (short-term or long-term based on holding period).
Should I exercise my ESOPs if I'm leaving a startup?
Depends on your belief in the company's future. Exercising means paying the strike price (and potentially tax) for shares that may or may not become valuable. Many companies give 90 days to exercise after leaving — evaluate carefully.

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