Equity Refresh Grants Explained: When You Get One and What to Ask For

An equity refresh grant is an additional block of stock options or RSUs a company gives an employee after their original grant, on top of what they already have, usually to offset a vesting schedule that's running out. It typically arrives two to three years into the job, is smaller than your initial grant, and often vests on its own schedule without a new cliff. Whether you actually get one, and how big it is, usually isn't written into your offer letter at all — it's a discretionary practice, not a guarantee.

What Is an Equity Refresh Grant?

A refresh grant (also called a "refresher" or "top-up" grant) is new equity issued to someone who's already an employee, distinct from the grant they received when they were hired. Carta's guide to equity refreshes describes it as a way to keep compensation retention-relevant as an employee's original grant vests down, since a grant that's 90% vested no longer holds much retention pull (Carta).

Refresh Grant vs. Initial Grant

Your initial grant is negotiated once, during hiring, and is usually the largest single equity award you'll get at a company. A refresh grant is smaller, granted later, and typically isn't negotiated the same way — it's decided unilaterally by the company based on performance, tenure, or a broader compensation review cycle. Some companies fold new equity into a promotion instead of a standalone refresh cycle, but the underlying mechanic (new shares, new vesting) is the same either way.

When Do Companies Give Refresh Grants?

Most companies that grant refreshes do it around the two- to three-year mark of an employee's tenure, before the original grant finishes vesting, precisely so there's no gap where an employee is fully vested and has no unvested equity left keeping them in place.

The "Vesting Cliff" Refreshes Are Meant to Solve

By year three or four of a standard four-year grant, most of an employee's equity has already vested — see our guide to vesting cliffs for how the front end of that schedule works. Without a refresh, unvested equity value drops sharply once the original grant nears its end, which is exactly what retention-minded companies want to avoid. NASPP's guide for founders frames refresh grants as a tool to smooth out that drop-off rather than let retention value fall to zero (NASPP).

Performance and Promotion-Triggered Refreshes

Refreshes aren't only calendar-based. Many companies tie them to strong performance reviews or promotions, and some are moving further in that direction: Sequoia's 2025 compensation research found companies shifting a portion of refresh grants from time-based vesting toward performance-based criteria, particularly for senior roles (Sequoia). If your review cycle mentions a refresh, ask whether it's automatic or contingent on a rating.

Either way, nothing requires a company to issue refresh grants at all. Startups under financial pressure frequently cut or shrink refresh programs, and there's normally no clause in your original offer letter guaranteeing one. Treat "we do refreshes here" as a cultural norm to verify, not a contractual right.

How Big Is a Typical Refresh Grant?

A refresh grant is almost always smaller than your original new-hire grant. Multiple compensation sources put the typical range at roughly 25% to 50% of what an equivalent new hire at your level and role would be granted, adjusted for your performance and the company's current valuation (Ravio; Qapita).

Why the Second Grant Is Smaller

Two things shrink a refresh relative to your original grant: the company's valuation has usually gone up since you were hired, so the same dollar value buys fewer shares, and the equity pool set aside for existing employees is generally more constrained than the pool used to win new hires.

Big Tech Numbers as a Reference Point

Public company refresh practices are more visible than private ones because employees discuss them openly. Reporting on refresh sizes at large tech employers describes Amazon refresh grants that stack on top of the original grant and, after several years of strong reviews, can eventually exceed the vesting value of the initial award (CareerClimb). Early-stage startup refreshes are usually far more modest and less predictable than these large-company patterns.

How Vesting Works on a Refresh Grant

The vesting mechanics of a refresh grant matter as much as its size, since a large refresh with bad vesting terms can be worth less than it looks.

Does a Refresh Come With Its Own Cliff?

Usually not. Refresh grants commonly vest immediately on a monthly or quarterly basis over three to four years, without repeating the one-year cliff that applied to your original grant (NASPP) — see our vesting cliff explainer for how that first-grant cliff works. Still, confirm this in writing, since cliff treatment on refreshes isn't standardized across companies.

Stacking: How a New Grant Layers on the Old One

A refresh grant doesn't replace your original grant or restart its clock. It's a separate award that vests in parallel, so at any given point you may be vesting shares from two or more grants at once, each with its own start date. Your total vesting in a given month is the sum across all active grants.

The "Boxcar" Approach vs. Immediate Vesting

Some companies use what compensation platform Pave describes as a "boxcar" structure, where a refresh grant is issued early but doesn't start vesting until the original grant is fully vested, effectively queuing it behind the old one (Pave). Others start the refresh vesting immediately, overlapping the tail of the original grant. The difference changes how soon the new equity actually pays out, so ask which model applies rather than assuming.

Should You Ask About Refresh Grants Before Accepting an Offer?

Yes, if equity is a meaningful part of why you're taking the job. Refresh practices vary enough between companies that assuming you'll get one, or that it'll be sized a particular way, is a real way to end up with a worse deal three years in than the offer implied.

Questions to Ask During Negotiation

Ask whether the company has a formal refresh program or handles it case by case, what share of employees typically receive one, and whether refreshes are tied to a performance rating, a fixed cycle, or manager discretion. If a recruiter mentions refreshes as a selling point, ask them to point to the actual policy or typical past examples rather than taking it as a verbal guarantee.

What a Written Refresh Policy Should Say

A clear policy states the eligibility timeline, typical grant size relative to the original award, and vesting terms, including cliff treatment. Nothing in writing doesn't mean refreshes don't happen, but it does mean you're relying on discretion rather than a documented process. For more on weighing vague equity language, see how much equity you should ask for.

Red Flags: Vague or Verbal-Only Refresh Promises

Be skeptical of refresh grants mentioned only verbally during recruiting, with no reference to an actual program, since verbal promises about future equity have no enforcement mechanism if the company changes direction. Offer XRay checks your compensation section for exactly this kind of gap between what's promised and what's actually documented.

Frequently Asked Questions

Is an equity refresh grant guaranteed?

No. Refresh grants are a company practice, not a legal entitlement, unless your specific offer letter or equity agreement states otherwise. Most employees have no enforceable right to one.

How often are refresh grants given?

There's no universal schedule. Many companies target roughly the two- to three-year mark, often tied to an annual compensation review cycle, but exact timing depends on company policy and budget.

Do refresh grants replace my original equity?

No. A refresh grant is additional equity issued on top of what you already hold. Your original grant continues vesting on its own schedule, and the refresh vests separately alongside it.

Can I negotiate a refresh grant into my offer letter?

You can ask, but most companies won't commit to a specific future refresh amount in a new-hire offer letter, since sizing typically depends on performance and conditions that don't exist yet at hiring time. What you can reasonably ask for is clarity on whether a refresh program exists and how it works.

Does a refresh grant have a new vesting cliff?

Usually not, though this varies by company. Many refresh grants begin vesting immediately on a monthly or quarterly basis. Confirm the specific terms in your grant documentation rather than assuming.

Key Takeaways

• An equity refresh grant is additional equity issued after your original grant, usually around year two or three of tenure, meant to offset the retention value lost as your first grant vests down.
• Refresh grants are typically smaller than your original grant, commonly cited in the 25%-50% range of an equivalent new-hire award, and usually vest without repeating a cliff.
• Refresh practices are discretionary, not contractual, so a verbal mention during recruiting isn't the same as a documented policy.
• Ask for the company's actual refresh eligibility, timing, and vesting terms in writing rather than relying on a recruiter's description.
• Offer XRay flags vague or missing equity language in an offer letter automatically, and pricing starts at $4.99 for two analysis credits.

Equity refreshes are one of the least standardized parts of compensation because so much of the practice lives in internal policy rather than in the offer letter itself. If refresh grants matter to your decision, get the company's actual practice in writing before you sign, not just a verbal assurance during the offer call.