You've been at your company for 2 years. Your cliff vested a year ago, and you're now vesting 6.25% of your original grant every quarter. You're valuable. The company knows it. And they also know that in 2 more years, your equity vesting will end — creating a 'cliff risk' where you might leave.
This is why equity refresh grants exist. They're new equity awards issued to retain employees who are approaching full vesting on their original grant.
How refresh grants work
A refresh grant is a standard new equity award: 4-year vest with 1-year cliff (usually — confirm with HR). It's issued at the current 409A valuation, which is often significantly higher than your original grant. For employees at rapidly appreciating companies (Anthropic went from $61.5B to $380B in 12 months), this means the refresh grant per-share value is very different from the original.
The two models: backloading and immediate
Some companies backload refresh grants — smaller refreshes in years 2-3, larger in year 4 — to maximize retention. Others provide annual refreshes tied to performance review cycles. The industry standard in big tech is annual refreshes. At startups, refreshes are typically discussed only when you raise the topic or when a competing offer surfaces.
How to model a refresh grant's value
Take the refresh grant size in dollars (as stated in your offer letter or equity platform). Apply the same 4-method valuation logic: current secondary market price per share gives you the current per-share value; multiply by shares granted; divide by 4 for annualized value. Compare against your unvested equity from the original grant to understand the relative value.
How to negotiate a refresh grant
- Time it to your performance review — highest leverage when you've just delivered results
- Anchor to your cliff risk — 'I'm 75% vested on my original grant. I'd love to discuss a retention refresh.'
- Use a competing offer as leverage — even an offer you don't intend to accept gives HR the justification to go to compensation committee
- Ask for accelerated vesting or a larger cliff — at companies where the stock is appreciating rapidly, getting 25% on day 1 of your refresh is valuable
At rapidly growing companies, refresh grants often matter more than your original grant. If you joined Anthropic in 2023 at a $1.5B valuation and received $200K in RSUs, that original grant is now worth $50M+. Your refresh grants, issued at current valuations, are the mechanism to capture continued upside.