How to Negotiate a Counter Offer (With Scripts)

You got an offer for $165,000. You asked for $185,000. Recruiter comes back with $172,000 and says "this is our best." That $172,000 is the counter offer, and what you say in the next 48 hours decides whether you leave another $8,000–$15,000 on the table or walk it in.

Most advice stops at "always negotiate." That's useless once you're actually staring at a counter. The real question is narrower: given this counter, from this company, how hard do you push, and with what words?

Here's the framework.

What a counter offer actually signals

A counter offer isn't a rejection. It's the recruiter telling you two things:

1. They want you. Companies don't counter candidates they're ready to walk away from. They move to the next name on the list.
2. The first number wasn't the ceiling. If it had been, you'd have gotten a flat "we can't move." The fact that they moved at all is data: there is room, and they've shown you some of it.

The mistake is treating the counter as the final answer. In most structured compensation processes, recruiters are given a target (what they'd like to pay you), a stretch (what they'll pay to close you), and a ceiling (hard approval required above this). The counter is almost always still inside the stretch — not at it.

Step 1: Don't respond the same day

The single most expensive move is replying within two hours with "sounds great, I accept." You've just told the recruiter their counter was more than enough, which gets logged for the next candidate they hire.

A good holding reply, sent within a few hours so you don't look flaky:

"Thanks for coming back with that. I want to look at the full package carefully and talk it through with my partner. Can I come back to you by [day after tomorrow]?"

Two business days is standard and nobody will push back on it. Use the time to decide your real number — not the aspirational one, the one you'll actually accept.

Step 2: Decide what you're actually negotiating

Base salary is the obvious lever, but it's usually the stickiest one because it's tied to internal bands. The counter is a chance to re-open everything:

• Signing bonus. Often sits in a separate budget from base. Easier to move.
• Equity / RSU grant. At public companies, grants are frequently negotiable in 10–25% increments without needing VP approval.
• Target bonus percentage or a guaranteed first-year bonus.
• Start date (relevant if you're walking away from a bonus at your current job — ask them to cover it).
• Level. The highest-leverage ask of all. Moving from L4 to L5 can be worth more than any single-component negotiation.

If base is capped, pivot. "I understand base is tight — can we look at the sign-on or the equity refresh?" is a sentence that opens doors.

For a deeper walk-through on splitting the ask, see equity vs salary negotiation.

Step 3: Anchor the counter-counter on a specific reason

"Can you do better?" gets you nothing. Recruiters need a reason they can take to the hiring manager or comp team. Give them one.

Strong anchors, in rough order of effectiveness:

1. A competing written offer at a higher number.
2. A verbal competing offer or active late-stage process.
3. Market data for your exact level and location (Levels.fyi for engineering, Blind, published salary bands in jurisdictions that require them).
4. Your current total comp, especially unvested equity you'd forfeit.
5. The gap between the offer and your stated expectation earlier in the process.

If you have #1 or #2, lead with it. If you only have #3 or #4, that's still enough — just phrase it as a specific delta, not a vibe.

Step 4: The script

Here's a counter-counter that works whether you have a competing offer or not. Adapt the bracketed parts.

"I really appreciate the move to $172K — that's meaningful and I can tell you're advocating for me. I want to accept, and I'm trying to get there.

Based on [the levels.fyi data for L5 engineers in Seattle / the other offer I'm weighing / what I'd be walking away from in unvested stock], I was targeting a total comp around [number]. If we can get base to $180K, or hold base at $172K and add a $20K sign-on and bump the equity grant by 15%, I can close this today and withdraw from my other process.

Which of those is easier on your side?"

Three things that script does on purpose:

• Acknowledges the counter. Recruiters are humans. Thanking them for the movement makes the next ask land softer.
• Gives them options. "Which is easier?" invites a yes, not a no. It also tells you where the real flex is.
• Includes a close. "I can accept today" is the magic phrase. Recruiters are measured on close rate and time-to-close. A credible same-day yes is worth real money to them.

Only promise to close if you'll actually close. Burning that trust once ends the negotiation.

Step 5: What to do if they say no

Sometimes "this is our best" really is their best. You'll know because the recruiter stops offering alternatives and starts repeating the same sentence. At that point:

• Ask what is flexible. "I hear you on base. What components do have room?"
• Ask for the number in writing with a deadline you control. Even a 48-hour extension gives you time to see if your other process will close.
• Decide if the gap is a dealbreaker. A $5K gap on a $170K offer is not worth losing the job over. A $25K gap on the same offer probably is.

If you're genuinely stuck, our guide on what to do with a non-negotiable salary covers the levers that usually survive even a "firm" response.

The traps to avoid

Don't invent a competing offer. Recruiters at any reasonable company talk to each other, and asking for a copy of the offer letter is standard practice at some firms. Getting caught ends the process.

Don't negotiate component by component across multiple emails. Bundle every ask into one message. Asking for base, then signing bonus two days later, then equity two days after that trains the recruiter to expect endless small demands and makes them want to be done with you.

Don't go silent. If you need more time, say so. Disappearing for a week after a counter reads as either disorganized or dishonest, both of which cost you leverage.

Don't accept over the phone. Get the full package in writing before you say yes. Verbal counters have a way of shrinking by the time the written version arrives.

Before you reply to the counter

Run the actual numbers. Not the base — the full four-year total: base × 4, plus signing, plus the full equity grant, minus any unvested stock you're forfeiting at your current job. Counter offers that look great on base often look mediocre on total comp, and vice versa.

That's the number you're negotiating. That's the number you compare across offers. Everything else is noise.

Get the counter-counter right the first time

You usually get one serious bite at a counter offer. A bad response — too fast, too vague, too greedy — closes the door on the other components you could have moved.

Paste your offer and your counter into SalaryAsk and we'll generate the exact reply to send, with the number to anchor on and the alternative asks ranked by how likely they are to move. Free for the first analysis.