Reading the Equity Line in a Job Offer as an NRI: How to Value RSUs, Options and ESPP, Compare Total Comp Across Offers, and Survive the Cross-Border Tax

An engineer in Hyderabad emailed me two offers last month and asked which one to take. The first was a US role at USD 180,000 base with a USD 120,000 RSU grant vesting over four years. The second was at USD 160,000 base with a USD 280,000 RSU grant over four years, from a later-stage private company. The second offer's total compensation, on the recruiter's spreadsheet, was USD 230,000 a year against the first offer's USD 210,000. He was about to take the second one on the strength of that line. We spent an hour on it. By the time we had priced in the one-year cliff, the illiquidity of the private shares, the tax at vesting, and the fact that he was not certain he would stay four years, the first offer was worth more in his bank account in every year that mattered. The bigger total comp number was the wrong number.

The 30-second answer: Value the equity in an offer per vesting year, not as the headline multi-year figure, because that figure assumes you stay the full term and the price holds. RSUs vest into ordinary income at the share price on the vest date, taxed whether or not you sell, so treat public-company RSUs as deferred cash and discount private-company grants heavily for illiquidity and an untested 409A valuation. Compare offers on per-year, after-tax equity plus base, not on the four-year total comp line. For an NRI, layer in cross-border tax (US tax at vest, India tax on any Indian-service slice, foreign tax credit via Form 67), single vs double-trigger vesting, dilution, currency, and concentration risk. A higher base usually beats richer RSUs when the equity is private or you may leave before the cliff.

This guide is about one line on the offer letter, the equity line, and how to read it like someone who has held this stock, watched it vest, paid the tax, and sometimes watched it go to zero. If you are still negotiating the package as a whole, the expat package negotiation guide covers base, relocation and tax equalisation; here we go deep on equity alone. What follows is how to read the grant itself, how to value public RSUs against private options, how to compare total comp across offers honestly, how the tax works at vest and at sale across a border, what single versus double-trigger and dilution actually do to you, the negotiation levers you have, and the NRI overlay of cross-border tax, concentration and currency that turns a good grant into a complicated one.

Read the grant before you read the number

The first mistake is reading the equity as a single dollar figure. A grant is a contract with a schedule, and the schedule is where most of the value lives or dies. Before you compare anything, extract five facts from the offer.

The first is the grant value and how it was set. A public-company RSU grant is usually expressed in dollars and converted to a share count at the share price on the grant date, or at a trailing average. A private-company grant is usually expressed as a number of shares or options, and you have to ask what valuation the company is putting on each share. If they quote you a dollar figure for a private grant, ask whether it is based on the last preferred-round price or the 409A valuation, because those two numbers can differ by a factor of two or three, and the 409A (the IRS-blessed common-share valuation that sets your option strike price) is the more honest one.

The second is the vesting schedule. The standard in US tech is four years with a one-year cliff, meaning nothing vests until your first anniversary, at which point 25% vests in a lump, and the rest vests monthly or quarterly over the next three years. But schedules vary. Some companies front-load (a 5/15/40/40 schedule that pays little early and most late, designed to retain you), some back-load, and some private companies use longer schedules. The schedule tells you how much equity you actually capture per year of service, which is the only number that matters for comparison.

The third is the cliff. The one-year cliff means that if you leave, or are let go, before your first anniversary, you walk away with zero equity. For an NRI on a work visa, the cliff interacts brutally with job loss: if you are laid off at month ten on an H-1B, you not only lose your equity, you start the 60-day grace clock with nothing vested to show for the year. The H-1B 60-day grace period guide covers that scenario, and the cliff is a reason to weight base more heavily if your visa situation is fragile.

The fourth is whether there are refresher grants, and whether they are guaranteed or discretionary. The headline four-year grant front-loads your equity. Without refreshers, your equity income drops sharply in years five and beyond, the so-called equity cliff that catches people who planned their life around year-one numbers. Ask directly: "Is there an annual refresher grant, what is the typical size, and is it contractual or at manager discretion?" In most companies it is discretionary and tied to performance, which means you should not bank on it when comparing offers.

The fifth is the instrument type, and this is where public and private companies diverge most. A public company almost always grants RSUs, restricted stock units, which are a promise to deliver actual shares on vesting, with no cost to you and no strike price. A private company may grant ISOs (incentive stock options) or NSOs (non-qualified stock options), which are the right to buy shares at a fixed strike price, and which are worth something only if the company's value rises above that strike and you can eventually sell. The difference between an RSU and an option is the difference between being given shares and being given the right to buy shares, and it changes both the risk and the tax entirely.

Public RSUs are deferred cash; private options are a lottery ticket with a tax bill

The single most important distinction in valuing an offer's equity is liquidity, and it tracks almost perfectly with whether the company is public.

A public-company RSU is close to deferred cash. The shares trade on an open market, so the valuation is real and not an internal guess. When the RSU vests, you receive shares you can sell that same day at a known price. The grant has a clear present value: the share count times today's price. The only uncertainties are the future share price and whether you stay long enough to vest. You should value a public RSU grant at today's price, divide by the vesting years, and treat the result as a slightly risky cash bonus, risky because the price can fall, but otherwise as real money.

A private-company grant is a different animal, and the recruiter's dollar figure for it is closer to fiction than fact. There are three problems stacked on top of each other. First, the valuation is not market-tested. The price per share comes from the last funding round, where a venture investor bought preferred shares with liquidation preferences and protections that your common shares do not have, so the headline valuation overstates what your shares are worth. Second, the shares are illiquid. You cannot sell them. There is no market. You wait for an acquisition or an IPO, which may take five to ten years or may never come, and in the meantime your equity is worth exactly nothing in cash terms. Third, with options specifically, you have to pay to exercise, spending real money on the strike price for shares you still cannot sell, and that exercise can trigger a tax bill on the paper gain before you have seen a single dollar.

This is why I tell NRIs to discount private-company equity heavily, often by 60% to 80% against the recruiter's headline figure, when comparing it to public RSUs or to base salary. A USD 280,000 private grant over four years is not USD 70,000 a year of equity. It is a lottery ticket whose expected value, after adjusting for the chance the company never has a liquidity event, the dilution between now and then, and the preference stack ahead of your common shares, might realistically be a fraction of that. It can also be worth multiples of it if the company becomes the next breakout. Both are true. The point is that you cannot spend it, cannot tax-plan around it reliably, and cannot remit it to India to pay your home-country obligations. For someone supporting family in India or carrying a mortgage there, that illiquidity is not a minor footnote. It is the whole story.

ISOs add a specific trap for anyone who is or becomes a US taxpayer: exercising ISOs can trigger the Alternative Minimum Tax on the spread between the strike price and the 409A value, a tax on a gain you have not realised in cash. People have exercised ISOs in a hot year, owed AMT on a large paper gain, watched the company's value collapse, and been left with a tax bill on money that evaporated. For NRIs whose tax residency is shifting across the move, this is genuinely complicated, and it is one of the few places I tell people to pay for advice rather than read a guide.

Compare offers on per-year after-tax equity plus base, not on total comp

Recruiters present total compensation as a single annual number: base plus the annualised equity plus the target bonus. Total comp is a useful headline and a misleading basis for a decision, because it blends a guaranteed component (base) with a conditional, deferred, sometimes illiquid one (equity) as if they were the same kind of money. They are not.

To compare two offers honestly, break each one into layers and value each layer for what it is.

Start with base, which is guaranteed, paid monthly, and the foundation of everything. In the US it also sets your H-1B wage level and your next raise, as covered in the salary negotiation guide. Take base at full face value.

Add the target bonus, discounted by how reliably it pays out. A bonus that has historically paid at 100% of target is worth close to its face value; one at a young company with no track record is worth less. Discount accordingly.

Add the per-year equity, valued by the rules above: public RSUs at close to face value divided by vesting years, private equity heavily discounted. Crucially, annualise it correctly. If the grant is front-loaded or has a cliff, the per-year value is not the total divided by four; it is what actually vests in the year you are valuing.

Then apply tax, because a dollar of base, a dollar of bonus and a dollar of vesting RSU are all taxed as ordinary income, but the timing and the cross-border treatment differ, and for an NRI moving mid-grant the tax on the equity can be split across two countries. Compare offers net of tax, not gross.

Only then do you have two comparable numbers. In my experience, this exercise reverses the recruiter's ranking surprisingly often, because the offer with the bigger total comp line is frequently the one leaning hardest on the most conditional, least liquid component.

The tax at vest and at sale, across a border

Equity is taxed at two separate moments, and for an NRI each moment can involve two countries. Getting this wrong is the most common source of cross-border tax notices on equity, so it is worth being precise. The mechanics below summarise the dedicated RSU and ESOP taxation guide for NRIs, which you should read in full before you accept a grant.

At vesting, the full market value of the shares on the vest date is ordinary income. For RSUs there is no choice and no deferral: the day the shares vest, that value is taxed as salary. In the US this is federal tax up to 37% plus state tax, and the employer withholds shares (sell-to-cover) to pay it, so you receive the net shares. The key cross-border concept is workday apportionment. If the vesting period straddled India and the US, each country taxes the slice of the vest that corresponds to the workdays you spent there during that vesting period. Work 70% of a grant's vesting period in the US and 30% in India, and the US taxes 70% of that vest, India taxes the 30% that relates to Indian service as a salary perquisite at slab, up to 30% plus surcharge and cess. Where both countries tax the same slice, you claim a foreign tax credit in India through Form 67, filed before your return, under the relevant DTAA. The Form 67 foreign tax credit guide and the DTAA mechanics guide walk through the filing.

At sale, the gain over the vest-date price is capital gains, taxed by your country of residence at the time of sale, not where you earned the equity. This is where timing becomes a lever. Most equity holders sit on a low cost basis (the vest price) and a higher current value. The expensive mistake for a returning NRI is drifting into Resident and Ordinarily Resident status before selling low-basis foreign shares, which pulls the entire gain into Indian tax. For the first two to three financial years after you return, you typically hold Resident but Not Ordinarily Resident status (RNOR), during which India does not tax foreign capital gains received abroad. Selling foreign RSUs while still RNOR can keep a large gain outside Indian tax entirely. The eligibility for RNOR is in the residency and RNOR rules guide, and the foreign dividends and shares after return guide covers the sale side.

ESPP, the employee stock purchase plan, has its own tax shape. An ESPP lets you buy company stock at a discount, often 15%, sometimes with a lookback that prices the purchase at the lower of the start-of-period and end-of-period price. The discount is income at purchase, and the subsequent gain is capital gains at sale, with the qualifying versus disqualifying disposition rules in the US affecting how much is taxed as ordinary income. For most NRIs, an ESPP at a 15% discount with a lookback is close to free money on the discount alone, and worth participating in to the limit you can afford, then selling promptly to avoid concentration.

Private-company unlisted shares carry their own Indian tax treatment on exit, which differs from listed shares, covered in the unlisted shares startup exit guide and, for Indian-company ESOPs specifically, the Indian startup ESOP tax guide.

Single trigger, double trigger, and the dilution you cannot see

Two structural features of a grant quietly determine whether your equity is worth what it looks like.

The first is single versus double-trigger vesting, which matters most at private companies. With single-trigger RSUs, the shares vest on time-based vesting alone, which at a private company means you owe tax on illiquid shares you cannot sell, a genuinely bad outcome. With double-trigger RSUs, the standard at well-run private companies, vesting requires both the time-based condition and a liquidity event such as an IPO or acquisition. Double-trigger protects you from owing tax before you can sell. When you see private-company RSUs in an offer, ask whether they are double-trigger. If they are single-trigger, the tax timing risk is on you, and that lowers the value of the grant.

The second is dilution. Every time a private company raises a new funding round, it issues new shares, and your percentage ownership shrinks even though your share count stays the same. The recruiter quotes you a dollar figure or a percentage based on today's cap table. By the time there is a liquidity event, several rounds may have passed, and your slice may be a fraction of what it looks like now. There is also the preference stack: venture investors hold preferred shares that get paid back first in an acquisition, sometimes at a multiple, before common shareholders (you) see anything. In a modest exit, the preference stack can absorb the entire proceeds, leaving common shares worth nothing. This is why a private grant's headline value and its realistic expected value diverge so sharply, and why the 409A valuation (which prices common shares, behind the preference stack) is a more honest anchor than the last-round preferred price.

None of this applies to a public-company RSU, where the shares are common, liquid, and priced by the market every second. The cleaner the company's stage, the simpler the equity. The earlier the stage, the more these structural features eat into what you will actually receive.

The negotiation levers you actually have on equity

Equity is more negotiable than candidates assume, and the levers differ from base. Recruiters have internal bands on base but more discretion on the equity and sign-on lines.

The most useful lever is the sign-on cash bonus to bridge the cliff. If you are giving up vesting equity at your current employer to join, or if the new grant has a one-year cliff, ask for a sign-on bonus that covers the gap. This is the single most negotiable line in most offers, and recruiters expect to give on it.

The second is grant size against base. If the company cannot move base because of bands, it can often increase the equity grant, which comes from a different budget. The reverse is also a lever: if you would rather have guaranteed cash than conditional equity, ask to convert some grant into base. Whether you should depends on the public-versus-private and stay-versus-leave logic above.

The third is the refresher commitment. You cannot usually get a contractual refresher, but you can get the typical size and cadence in writing in an email from the recruiter, which is worth having when you plan for years five and beyond.

The fourth, at private companies, is early-exercise rights and the strike price, and for ISOs, the question of whether the company will let you do an 83(b) election. These are technical and worth raising with the company directly, because they affect your tax timing materially.

The fifth, often overlooked, is acceleration on change of control, single or double-trigger acceleration that vests some or all of your remaining equity if the company is acquired. For senior hires this is a real negotiation point and can be worth a large sum in an acquisition.

A worked example: higher base versus more RSUs over four years

Take the two offers from the opening and run them properly. Both are US roles. Convert nothing yet; we will work in dollars and net out US tax at a blended 35% on ordinary income for someone in a no-state-income-tax or low-state setting, and treat the RSUs as ordinary income at vest. We assume both candidates stay the full four years and survive the one-year cliff, which favours the equity-heavy offer, so this is the generous case for Offer B.

Offer A: USD 180,000 base, USD 120,000 public-company RSU grant over four years, standard 25% per year after a one-year cliff. Public, liquid shares.

Offer B: USD 160,000 base, USD 280,000 RSU grant over four years at a later-stage private company, 25% per year after a one-year cliff, double-trigger (so no tax until a liquidity event, but also no cash until then).

Take the equity per year first. Offer A vests USD 30,000 of public RSUs a year (USD 120,000 divided by four). Offer B vests USD 70,000 of private RSUs a year on paper (USD 280,000 divided by four), but the shares are illiquid and you cannot sell them, so the cash value in your bank in each of the four years is USD 0 until a liquidity event that may never come. Apply a realistic expected-value discount of, say, 70% to reflect dilution, the preference stack and the chance of no exit, and the economic value of Offer B's equity is around USD 21,000 a year, but with none of it spendable along the way.

Now the after-tax cash that actually reaches the bank each year, in steady state (year two onward, past the cliff):

Offer A. Base USD 180,000 plus USD 30,000 vested RSUs equals USD 210,000 of ordinary income. At a 35% blended rate, after-tax is USD 1,36,500 equivalent, that is USD 136,500. The RSUs are liquid, so you can sell at vest and the full USD 136,500 is spendable, remittable to India, available for your EMI.

Offer B. Base USD 160,000 of ordinary income. At 35%, after-tax base is USD 104,000. The double-trigger RSUs vest no taxable income and deliver no cash until a liquidity event, so the spendable, remittable cash in each of years one through four is USD 104,000. The USD 70,000-a-year paper equity sits locked up.

So the year-by-year spendable cash is USD 136,500 for Offer A against USD 104,000 for Offer B, a USD 32,500 a year advantage to the higher-base offer, USD 130,000 over four years, all of it liquid and remittable. Offer B's entire case rests on the private equity eventually being worth more than that USD 130,000 gap plus the time value of waiting. If the company IPOs at or above its last round and the candidate's USD 280,000 grant holds its value through dilution, Offer B can win handsomely. If the company raises a down round, gets acquired below the preference stack, or never exits, Offer B's equity is worth zero and the candidate has simply earned USD 130,000 less over four years.

For the NRI in Hyderabad with a mortgage in Pune and parents to support, the answer was Offer A, because he needed liquid, remittable cash now and could not afford to bet four years of foregone salary on a private company's exit. For a single engineer with savings, high conviction in Offer B's company, and the appetite to hold, Offer B's upside could justify the gap. The math does not make the decision; it just shows you honestly what you are choosing between.

One more layer the example ignores for simplicity: if any part of either grant's vesting period was performed while the candidate was tax-resident in India, India would tax that workday-apportioned slice as a perquisite, and the candidate would claim a Form 67 credit. For a clean US-only service period, that does not arise, but for anyone moving mid-grant it changes the after-tax figures and must be modelled.

Edge cases

Moving mid-grant from India to the US, or back. This is the case that generates notices. If your grant began vesting while you worked in India and continues after you move to the US, each vest is apportioned by workdays across the two countries, and you have an Indian tax obligation on the Indian-service slice even after you leave. Track your workdays. The apportionment is exactly where Indian tax authorities focus on returning NRIs.

You leave before the cliff. Everything unvested is forfeited, and at the one-year cliff that is the entire first tranche. For visa-dependent NRIs, a layoff at month ten means zero equity and a 60-day grace clock. This is the strongest argument for weighting base over equity when your visa or tenure is uncertain.

The company is acquired before vesting completes. Read the change-of-control terms. Your equity may accelerate, may convert into the acquirer's stock on a new schedule, or may be cashed out at the deal price. The outcome depends entirely on the grant agreement and the deal terms, which is why acceleration is a negotiation point worth raising for senior roles.

ISOs and the AMT. Exercising ISOs can trigger Alternative Minimum Tax on a paper gain in the US, with no cash to show for it. If the company's value later falls, you can owe tax on money that vanished. For NRIs whose US tax residency is in flux, this is genuinely complex and worth paid advice.

RSUs at a company that never goes public. Single-trigger private RSUs can vest, generate a tax bill, and leave you holding shares you cannot sell. Double-trigger structures avoid this. Always confirm which you have before treating a private grant as real.

Currency on the gain. Even a clean US RSU sale has a rupee dimension if you remit the proceeds. The dollar gain converts at the rate on the day, and if you have held through a period of rupee depreciation, your rupee proceeds are higher than the dollar gain alone suggests, which can matter for both your planning and your Indian tax basis. The rupee depreciation and real returns guide covers this.

Schedule FA reporting. As a returning resident, foreign shares including vested RSUs and ESPP holdings are reportable under Schedule FA on your Indian return, regardless of whether you sold them. The Schedule FA foreign asset reporting guide sets out what to disclose, and missing it carries penalties independent of any tax due.

The closing read

The honest read on equity in an offer is that it is the least understood and most over-weighted line on the page. Recruiters quote it as a big multi-year number because it costs the company little today and anchors you to a figure you are unlikely to fully capture. Your job is to translate it back into per-year, after-tax, spendable cash, and to discount it by everything between you and that cash: the cliff, the vesting schedule, the liquidity, the dilution, the preference stack, and for an NRI, the cross-border tax and the currency.

For a public company, RSUs are close to deferred cash and deserve close to face value, divided by the vesting years and taxed at vest. For a private company, the grant is a lottery ticket with a tax bill attached, and it should be discounted hard against a guaranteed higher base, especially if you are early in the NRI journey with a mortgage in India and family to support. A higher base is guaranteed, liquid, remittable, compounds into future raises, and sets your H-1B wage level. More RSUs win only when the equity is liquid, you believe in the company, and you can afford to hold and to pay the tax at vest without selling under pressure.

The closing read for the engineer who emailed me, and for most NRIs in his position, was the boring one: take the offer that puts the most liquid, remittable, after-tax money in your account each year, and treat private equity as upside you would be glad to have rather than money you are counting on. The bigger total comp number is almost never the bigger bank balance.

Related guides

• Negotiating an expat package: base, RSUs and tax equalisation
• RSU and ESOP taxation for NRIs
• NRI tax on Indian startup ESOPs
• Salary and currency negotiation for NRIs
• Foreign tax credit and Form 67
• DTAA mechanics, TRC and Form 10F
• NRI residency and RNOR rules
• NRI tax on foreign dividends and shares after return
• Unlisted shares and startup exit tax for NRIs
• Schedule FA foreign asset reporting
• Laid off on H-1B: the 60-day grace period
• NRI real returns and rupee depreciation
• Building an India corpus as an NRI
• Tax-efficient investing for NRIs

This guide is general information, not personal financial, tax or legal advice. Equity compensation, its valuation and its tax treatment depend on your specific grant agreement, your tax residency in each year, the company's stage and cap table, and the rules in force when you vest and sell. Tax rates, residency rules, DTAA provisions and reporting requirements change. Cross-border equity, ISO exercises and AMT in particular are complex and fact-specific. Confirm your position with a qualified chartered accountant or cross-border tax adviser, and read your grant agreement in full, before acting on anything here.