Kovalev

Negotiating an offer: the range, the structure, the entry terms

It is too late to negotiate an offer once it has been sent: by that point the employer has already decided both on the money and on the terms.

9 November 2026Vladimir Kovalev4 min

Executives who negotiate contracts worth tens of millions with complete confidence lose their footing when the subject turns to their own remuneration. The reason is simple: in these negotiations there is no familiar role to occupy — you are the seller and the subject of the deal at the same time.

When to discuss money

Ideally after both sides have concluded that they suit each other, and before a formal offer is drawn up. At that stage the employer is already interested but has not yet fixed the terms.

If the question about salary expectations comes up right at the start, what works is a range with a qualification: "somewhere between this and that; I can be more precise once I understand the scope of the role and the structure of the package." This is not evasion, it is an honest position.

Naming a single figure early is against your interests: it becomes your ceiling.

What an executive's package is made up of

Base salary. The only guaranteed part. Holiday pay, sick pay and severance are all calculated from it.

Bonus. What matters is not the percentages but the mechanics: what it is for, who calculates it, when it is paid, and what happens if you leave before the payment date. The wording "at management's discretion" means there may be no bonus at all.

Annual bonus. The same questions: is it paid if you leave by mutual agreement, is it retained pro rata for the period worked.

Options and equity. In private companies this is a separate structure with its own terms: how it is documented, when the right arises, what happens if you leave, how the buyback price is calculated. A promise of a stake "once we have grown" with no document behind it is worth nothing.

Benefits package. Car, phone, insurance, training, relocation.

Exit terms. Compensation on early termination of your appointment. For a chief executive officer the law provides compensation of no less than three times average earnings where the dismissal is by decision of the owner and there is no culpable conduct. The amount can be higher if the contract says so.

What matters more than the money

Authority. Who approves the budget, who hires and fires, which decisions require sign-off. An executive without a budget is a project manager carrying a director's liability.

Reporting lines. Who you report to, and who can give instructions to your subordinates directly.

Assessment criteria. What counts as success a year from now, and who judges it. No answer to that is the single biggest warning sign.

What you inherit. What comes with the job: unfulfilled commitments, a conflict inside the team, debts, inspections. You need to ask about this directly, and the reaction tells you a great deal.

Why the position is open. Growth, a replacement, or a predecessor who fled. A conversation with the predecessor, if one is possible, is worth all the other sources put together.

What to put in writing

Everything discussed verbally: the structure of your income, the bonus criteria, your authority, how you will be assessed, the exit terms.

Legally this goes into the employment contract, the job description, the bonus policy and, where necessary, a separate agreement.

Check the wording on the probation period: for executives it can run to six months, and during that time dismissal is easier.

Check the clause on financial liability and compensation for losses: an executive is liable to the company for losses caused by his culpable conduct, and that liability is unlimited in amount.

Check whether there are any obligations that restrict you after you leave.

How to run the conversation itself

Calmly, and with reasoning behind you. Not "I am worth this much", but "for this role with these tasks the market pays this, and here is what I bring".

Bargain once, over the whole package at a time, rather than one item per meeting. An employer reads a second and third round as disrespect for his time.

And keep in mind the line you will not go below. Not to threaten anyone with it, but so that you do not agree to terms you will come back to six months later in disappointment.

I set out how pricing works in my first reply, before any work begins.

I provide legal services through Kovalev & Partners LLC — kovalev.moscow.

Contact

Describe the task
in your own words

Write what is going on: you need a person, negotiations have stalled, you are weighing a move or a sale of the business, the cash flow does not add up. I will reply within one working day: what I can help with, how long it takes and the rough order of the price — or tell you straight if the task is not mine.

Follow. I write about the work, case breakdowns and what is going on around. Subscribe if you want to follow — for business, email or phone works better.

Request
Request sent

I will reply within a working day with what I understood and where I suggest we start.

Vladimir Kovalev

I reply myselfRequests come to me personally, with no managers or call centre in between.

There are no cheap decisions — only deferred invoices.