The Fully-Specified Comp Offer Standard, Graded Before You Sign

This is a grading standard for the compensation terms in a written job offer. It is for anyone holding or expecting an offer who wants to sign only once every pay component is pinned to a number or a rule, with nothing left to a verbal promise or a document they have not seen. It gives you a pass/fail verdict on each term and the exact sentence to send HR for every field that fails.

Most public advice on this is a loose "read it carefully" list that blends job duties, at-will language, start dates, and general vibes. That is not gradable. Two readers can look at the same letter and disagree about whether it is fine. This standard isolates compensation alone and states the specified-value each term must reach, so two people scoring the same offer land on the same verdict.

What "fully specified" means for a compensation term

A compensation term is fully specified when it states a number or a rule a court would not have to guess about. Anything softer than that is a placeholder, and a placeholder grades FAIL until a number or rule replaces it.

A written offer can become an employment contract when it includes clear, definite terms and the parties show intent to be bound through acceptance. "Clear and definite" is the whole game. A base salary of $145,000 per year is definite. "Competitive salary" is not. A bonus target of 15 percent of base, paid annually, is definite. "Eligible for our bonus program" is not. The test never changes across components: could the company and you point to the same words and read the same obligation out of them, without either side supplying missing facts?

There is one honest exception, and it matters: a field can be legitimately deferred rather than vague. A strike price is often genuinely unknowable at signing because the board sets it. That is not the same as a company hiding the ball. The standard handles this by allowing a grade of "pending, with a date" for fields that are deferred to a named event, and reserving FAIL for fields that are simply undefined.

The components that must be graded

Six compensation terms carry money, and each must be graded on its own: base salary, sign-on bonus, performance bonus, commission, equity, and any repayment or clawback attached to the above. A letter that is strong on base pay and silent on equity is not a strong offer; it is a partial one.

Startup offers in particular bury material detail in a separate document, so the letter can look complete while the terms that decide your outcome sit in a plan you have not read. Below is the specified-value each component must reach to earn a PASS.

Notice what is not on this list: job title, start date, at-will language, PTO. Those matter, but they are not compensation, and mixing them in is exactly what makes the standard advice ungradable. Grade them elsewhere. Here, grade money.

Once you have your resume tailored and your applications out, the offer stage is where the loose reading habits cost the most, because the words are now legally live. Tools like Refolk help you get to this table faster by writing and tailoring the applications that produce offers; this standard is what you run on the offer itself.

Equity: the minimum fields and the number the letter hides

To value an equity grant you need six fields in the letter and one number that is almost never in it. The six fields are grant type, share count, strike price, vesting schedule, cliff, and post-termination exercise window. The hidden number is the fully diluted share count.

An equity offer letter typically states the number of shares, the grant type (ISO, NSO, or RSU), the strike price, and the vesting schedule. What it usually does not tell you is the total fully diluted shares outstanding, and without that you cannot compute what percent of the company you are being offered. "We're offering you 50,000 options" tells you nothing until you know the denominator. Ask for the fully diluted count explicitly.

That scarcity is not a curiosity; it is the reason offers are opaque. In Refolk's index of professional profiles there are only 167 US and 8 UK profiles under stock-plan-administrator and equity-compensation-manager titles, against 3,227 US general compensation analysts. Base pay is a solved, staffed function. Equity is thin. When your offer's equity section is confusing, it is often because the person who wrote it does not specialize in equity either.

Two fields inside the six deserve their own note. Grant type changes your tax exposure: ISOs are employee-only and carry AMT risk, while most companies issue NSOs by default. And the strike price equals the 409A fair market value on the grant date and does not change afterward, which is why a later grant date, after a new funding round and a fresh 409A, often means a higher price.

The equity plan and the stock option agreement are usually not provided with the offer letter unless you request them, because the formal grant is not made until after your start date. But these documents hold repurchase and clawback rights that can force a sale of even vested shares after you leave. An offer graded PASS on the letter alone can flip to FAIL once the plan is read. Request both and read them before signing.

Vesting: the default to check against, and the variants to flag

The check-against default is a four-year vesting schedule with a one-year cliff and monthly vesting after that. Twenty-five percent vests at the one-year mark; from then, an additional 1/48 of the total vests each month for three years. If your grant matches this, grade it PASS and move on.

Anything that departs from the default needs a reason. Three departures are worth flagging.

The most common departure is in advisor and board grants, which often use a 3- or 6-month cliff over one to two years. If you are being hired as an employee and offered advisor-style vesting, ask why. Back-loaded schedules, where a smaller share vests in the early years and more later, push your equity into the future and raise your effective cost of leaving; a documented example uses a schedule weighted toward the later years alongside a 10-year exercise window, and both are unusual.

The post-termination exercise window is the field candidates forget. The historical default is 90 days: after you leave, you have 90 days to pay cash and exercise your vested options, or you forfeit them. Some firms now extend this to anywhere from one to ten years as an employee-friendly benefit. Vested does not mean owned. A vested option is a right to buy, and if you cannot fund the exercise inside the window, it disappears.

Sign-on bonuses and clawbacks: what makes the repayment term binding

A sign-on bonus is fully specified only when the amount, the payment timing, and the exact repayment trigger with its proration are all stated. The amount alone is the easy part; the repayment terms decide what the bonus actually costs you if you leave early.

Do not assume a clawback means you owe the full amount. Repayment can be structured three ways, and the difference is real money.

Read the proration language and check your state's law, because enforceability is not uniform. Most states will not let an employer deduct a clawback from your final wages; they have to sue you to recover it. Two jurisdictions are changing the rules on where the term must live. In California, AB 692, effective January 1, 2026, requires sign-on repayment terms to sit in a separate agreement, with a five-business-day attorney review, a two-year maximum retention date, no interest, and prorated repayment. A California offer signed after that date that keeps the repayment terms inside the offer letter itself may be void. New York's TAWA, effective December 19, 2026, restricts employment promissory notes that penalize leaving.

So "grade the clause" now includes checking whether it is even in the correct document. These amounts are not trivial. A documented SEC-filed sign-on was $3.5 million with a three-year, 1,095-day voluntary-termination repayment; the structure of the repayment matters as much as the headline number.

How to grade an offer letter, step by step

Run the components in a fixed order so you never sign with an unread document behind the letter. The procedure below is the standard; it matches the step list you will re-run each time an offer changes.

Sources disagree on where reconciliation belongs. Some place the verbal-versus-written comparison first, before you grade anything, so gaps are visible from the start; others place it last, as a final sweep. Either works. What does not work is skipping it, which is how "we'll fix the bonus later" survives all the way to signature.

How this goes wrong: the failure modes

The standard exists because the same seven failures recur, and most of them feel like a PASS on first read. Each one below states the false positive, the check that catches it, and the fix.

The bonus that reads as comp but binds nobody

"Eligible for" with no target and no floor is the most common false positive. It feels like money because a number is implied. Check: is a target percent and a guaranteed floor stated? No mention of a bonus, or a purely discretionary one, means nothing legally binds the company to pay even if you hit the target. This is a design choice, not sloppiness. Employers omit the target so the payment stays non-binding, which is why the fix is a guaranteed floor, not a bigger target percent.

The share count with no denominator

"50,000 options" feels large. Check: can you compute a percent? Without the fully diluted total, the number tells you nothing. Grade FAIL until you have the denominator.

The TBD strike price

This one looks like a real number is coming, and often it is. Check: is a dated 409A or a rule stated? The strike is legitimately unknown until the board approves the grant, typically once a quarter. Grade it "pending board and 409A" with a date. But note the real cost: a blackout period usually means a higher later strike, so the placeholder is not free.

The referenced plan you have not read

The letter looks complete precisely because the dangerous terms are elsewhere. Check: request and read the plan and option agreement. They may grant the company the right to repurchase even vested shares after termination.

The verbal "we'll fix it later"

Check: is it in the letter? If it is not, they can come back and say "what bonus?" Be wary of pressure to sign incomplete terms on a promise to finalize afterward. Your recourse without written terms is limited, and promissory estoppel is a weak fallback.

The clawback assumed to be full repayment

Check the proration and the state law. On a $40,000 bonus, the assumption of 100 percent can be off by $30,000. In California after January 1, 2026, the clause may be void if it is not in a separate agreement.

The assumption that vested equals owned

Check the exercise window. Vested options still need cash to exercise within the PTEP, default 90 days, or they are forfeited.

The verdict checklist and the fix requests to send

Run this checklist as the final gate. Every item must be true, or the corresponding component is not fully specified and you have a FAIL to fix before signing.

When a field fails, send the precise ask. Vague follow-ups ("can you clarify the equity?") get vague answers. Name the missing field and request it in writing.

Subject: Two items to confirm in writing before I sign

Thank you for the offer. I want to confirm a few compensation details in writing so the letter is complete before I sign.

- Bonus: please state the target as a percent of base and confirm whether it is guaranteed or discretionary.
- Equity: please confirm grant type (ISO/NSO/RSU), and the fully diluted share count so I can calculate the ownership percent.
- Strike price: if the board has not yet set it, please confirm the expected grant date and 409A timing.
- Sign-on: please state the repayment trigger, the proration, and the retention date.
- Documents: please send the equity incentive plan and the form of stock option agreement.

Once these are confirmed I will be ready to sign. Happy to hop on a call if that is easier.

If the equity terms are what stall you, the fastest way to a clear answer is to find someone who does this for a living. Refolk can surface the specialists directly.

Keeping the standard current

Two things in this standard move, and both move by jurisdiction and date rather than by anything you can memorize. Clawback enforceability is now state- and date-specific: California's AB 692 lands January 1, 2026, and New York's TAWA on December 19, 2026, and other states will follow. Before you sign a clawback, re-check the law in the state of employment as of the signing date, not the offer date.

The second is the 409A and grant timing that sets your strike. Companies must run a 409A at least annually and after major events like a new round, so the strike you would receive shifts with the funding calendar. If your grant is deferred, the correct move is to pin the expected grant date, not to accept a permanent TBD. Treat the standard as a rubric you re-run each time an offer changes, and treat every deferred field as a scheduled item with an owner and a date, not a blank you have agreed to leave blank.