Introduction: When the Equity Conversation Derails Late in the Process
You’ve spent weeks aligning stakeholders, screening resumes, and running interviews. Finally, a senior tech executive makes it through the final round—everyone’s excited. The CTO candidate is technically excellent, culturally aligned, and has built teams at scale.
Then comes the offer discussion—and momentum crumbles.
The candidate hesitates. Despite competitive cash compensation, they raise concerns about the equity component. You explain the valuation, the growth story, and the exit strategy, but it’s clear: your equity offer is seen as non-competitive.
It’s a frustrating moment—and one that’s happening more often.
At JRG Partners, we help clients navigate this exact issue. And what we’ve found is that the problem isn’t always the amount of equity—it’s how it’s structured, communicated, and positioned in the broader executive value proposition.
1. Why Equity Falls Flat with Senior Tech Executives
Executives compare your offer against every role they’ve had or turned down. Public company veterans are used to liquid stock. Founders who’ve exited expect meaningful ownership.
And when your company offers illiquid equity, the perceived risk often outweighs the reward—unless you’ve structured it well.
This is why structuring competitive equity for tech executives is no longer optional. It’s the foundation of any serious executive hiring strategy.
2. Structuring Competitive Equity for Tech Executives
Competitive equity isn’t about offering more—it’s about offering better.
This means:
- Aligning grant sizes with stage, valuation, and benchmarking data.
- Explaining vesting schedules, dilution, and board refresh cycles with clarity.
- Tying equity upside to performance metrics or meaningful company milestones.
Most importantly, your narrative must match the math. What’s the real projected value of the shares if you hit targets? How does the equity compare to industry benchmarks for the same stage?
If you can’t clearly demonstrate value—or at least the potential for it—you’re already at a disadvantage.
3. Attracting C-Level Tech Talent with Illiquid Equity
For private companies, the challenge is stark: attracting C-level tech talent with illiquid equity.
Illiquidity isn’t a deal-breaker—but ambiguity is.
Senior tech leaders understand risk. They’ve taken it before. But they need to understand:
- The company’s timeline for IPO or acquisition
- Whether any secondary liquidity events are planned
- What type of preference stack exists on the cap table
- Whether exit scenarios are realistic and aligned with board expectations
Framing the equity grant as a true partnership—rather than a distant promise—is how you win in this environment.
4. Executive Compensation Strategies for Private Companies
The best-performing companies build executive compensation strategies for private companies that go beyond salary and equity.
Winning strategies include:
- Bonus structures tied to operational metrics (e.g., ARR, churn, burn)
- Phantom equity or synthetic options that simulate liquidity
- Deferred comp plans that reward long-term commitment
- Health, wellness, and leadership coaching benefits that drive retention
The goal is to reduce reliance on equity alone—while still making it central to the executive’s wealth-creation path.
5. Negotiating Equity Packages with Senior Tech Leaders
Here’s where many companies falter: they treat negotiating equity packages with senior tech leaders like standard HR processes.
These are not junior hires. These candidates will interrogate your model. They’ll ask hard questions about future funding rounds, board dynamics, employee option pool refreshes, and more.
At JRG Partners, we advise clients to:
- Assign a single point of contact who can speak to equity mechanics confidently.
- Prepare detailed equity breakdowns that model best-case and median-case outcomes.
- Offer flexibility—such as cash-to-equity ratio adjustments based on candidate risk appetite.
Above all, negotiate like you’re hiring a partner, not a vendor.
6. Value Proposition Beyond Cash for Tech Executives
When equity isn’t your strongest asset, lean into your value proposition beyond cash for tech executives.
This includes:
- Clear paths to impact: Can the executive shape product, culture, or go-to-market?
- Mission-driven leadership: Does the company solve a problem they care about?
- Talent density: Will they work with peers they admire and respect?
- Strategic visibility: Will they have board access, investor exposure, and real influence?
A compelling value story—combined with decent equity—often outweighs a lucrative but soulless offer.
Conclusion: You’re Not Just Selling Equity—You’re Selling Belief
If your equity offers are consistently seen as non-competitive, the answer isn’t always to increase the percentage.
Instead, focus on:
✅ Structuring equity thoughtfully
✅ Positioning risk and reward transparently
✅ Building total comp strategies aligned with private market realities
✅ Negotiating with depth and flexibility
✅ Telling a vision-driven story beyond just compensation
At JRG Partners, we specialize in helping companies like yours rethink how they attract, close, and retain senior tech talent—even when the equity isn’t liquid and the exit isn’t imminent.
Because in today’s market, the best leaders don’t just chase wealth—they chase belief. We’ll help you make sure your offer reflects both.
Need help closing top-tier tech executives—even with illiquid equity?
Reach out to JRG Partners for retained executive search services that go beyond resumes—and deliver results.
