> **The question:** Base is fine. The pitch is equity, and they say this is where the upside lives. I like the company, but I cannot tell whether the grant is a real Remuneration bet or a story that only works if everything goes right. How do I price equity as a probability, not a dream?
>
> *(a Senior Software Engineer at a Series B SaaS company)*


The real question is not whether equity can matter. The question is whether this grant is pay you can defend, or a story that only works on the best path. Treat that as a [Market Readability](index.html?pillar=Market%20Readability) problem. Paper only counts as Remuneration when you can say what would turn it into cash, and what the seat is worth if that path never arrives.

You can check three things before you overweight the grant.

- **Get the terms written down.** Size, instrument (options, RSUs, phantom), strike or cost basis, vesting, and what dilution looks like on the next two rounds. If nobody will write those down, treat the grant as unfinished, not as pay.
- **Write three paths rather than one.** Give rough odds for a strong exit, a soft exit, and a wipe. Skip the banker model and stop treating the IPO deck as the likely case.
- **Price the seat without the grant.** If equity is worth zero in five years, is base still a seat you would take? If you would not take the seat on base alone, the paper is carrying the whole deal.

Keep the hunger for upside, and do not let it erase the floor. A grant you cannot describe in one honest paragraph should not be weighted as pay. Renegotiate cash, shrink the weight you give the paper, or walk. Treat equity as a probability and price it that way.
