Blog / Startup Equity Compensation: Why It Just Got Better

Startup Equity Compensation: Why It Just Got Better

    Dutch tax rules on startup stock options are changing. Here's what that means for hiring engineers and negotiating offers in tech.

    The Netherlands is preparing a tax change that makes startup stock options less risky and more valuable for employees. Under the new rules, tax on qualifying options is deferred until you sell the shares, and only 65% of the gain counts as taxable income. For engineers weighing a startup offer against a corporate salary, that changes the math.


    If you're a developer, you've probably shrugged at equity offers before. Paper money, taxed too early, worth nothing if the company doesn't exit. That reputation isn't wrong today. But it's about to get outdated.


    If you're a hiring manager at a scale-up, you've probably struggled to compete with Big Tech salaries. This is the first real lever you've had in years to close that gap without burning more cash.


    Let's go through what's actually changing, and what it means for anyone negotiating an offer that includes startup equity compensation.

    What's changing in how stock options get taxed

    The core change is timing. Right now, employees owe tax on stock options when they exercise them or when the shares become tradable, often long before there's any cash to pay that bill. Under the new regime, tax only kicks in when you actually sell the shares.


    That single shift removes the biggest practical objection engineers have to taking equity. You're no longer stuck with a tax bill on money you don't have yet. According to tax advisory analysis of the proposal, termination of employment also won't trigger taxation anymore. Leave the company, keep your options, pay tax only when you sell.


    On top of that, only 65% of the gain will be taxed as income for qualifying companies. The other 35% is effectively tax-free. Dutch tax advisors calculate this brings the maximum effective rate down from around 49.5% to roughly 32%, based on figures reported by tax coverage of the 2026 budget proposal.


    Under the standard regime, employee options are taxed at exercise or when shares become tradable, at rates up to 49.5%. The new startup regime pushes taxation to disposal and cuts the taxable base to 65%.

    That's a real number, not a marketing line. It's the difference between an offer that sounds good on paper and one that actually pays out.

    Who actually qualifies for this regime

    Not every company with a ping-pong table gets to use this. The regime only applies to unlisted companies formally recognized as a startup or scale-up by the Netherlands Enterprise Agency (RVO). That status comes with a ruling valid for eight years, renewable up to three more times.


    This matters because it filters the market. A company either has the RVO qualification or it doesn't. That's a concrete, checkable fact, not a vibe.


    The plan is set to take effect on January 1, 2027, but it can apply retroactively to options granted from April 2025 onward, as long as no taxable event has already happened under the old rules. Employers have until the end of 2027 to get their RVO ruling in place, per details from the government's consultation announcement.


    If you're a CTO handing out options right now, that retroactive window is worth checking. Options you've already granted might slide into the better regime once the ruling is in place. That's not a detail to leave for your accountant to find in 2027. It's a reason to check your employee stock options plan today.

    Why this matters for hiring, not just paperwork

    Tax rules don't usually make it into a job pitch. This one should.


    For years, the standard pitch to a senior engineer went something like: take a lower salary, get some options, hope for an exit, and by the way, you'll owe tax before you see a cent. That pitch never worked well against a corporate offer with a bigger number on it, and engineers with options at prior companies remember getting burned by exactly that structure.


    Now the pitch changes. No tax at grant. No tax at vesting. No tax at exercise. Tax only when you sell, and only on 65% of what you made. That's a genuinely different risk profile, and it's the kind of detail that gets discussed on forums like startup equity compensation reddit threads long before it shows up in a job ad.


    We've had candidates walk away from strong technical roles purely because the equity story didn't hold up under a five-minute gut check. Deferred taxation and a lower effective rate close a real gap. It won't make a modest option grant magically competitive with a Big Tech total comp package. But it removes the tax trap that used to make even a fair equity offer feel like a bad bet.


    If you're building out a team like the roles we work on for senior infrastructure and reliability positions, this is a lever worth using in the actual conversation with candidates, not just a line in the contract.

    What a fair equity offer actually looks like

    Ask five engineers what a fair equity percentage looks like at an early-stage startup and you'll get five different answers, because it depends on stage, role, and how diluted the cap table already is. That's normal. What's not normal is an offer with no clarity on strike price, vesting schedule, or what happens if you leave after two years.


    A stock option plan for startup employees should answer three questions clearly: when do you vest, what's the strike price relative to current valuation, and what happens to your options if you leave. If a company can't answer those three questions in the offer conversation, that's the actual red flag, more than the percentage itself.


    The tax change doesn't fix a badly designed plan. It makes a well-designed plan worth a lot more. Companies that clean up their equity-based compensation now, with market-based strike prices and clear disposal-based tax triggers, are the ones who'll be able to explain this clearly to candidates instead of waving vaguely at "upside."


    We've seen the difference this makes when placing people into roles like the ones on engineering leadership positions we're currently running searches for. Candidates ask sharper questions about equity than they did two years ago. Companies that have good answers close faster.

    What this means if you're negotiating an offer right now

    If you're a developer or engineer evaluating a startup offer today, don't just look at the headline number of options. Ask whether the company is applying for RVO startup or scale-up status, and ask when. That status is what opens the door to the better tax treatment.


    Ask about the strike price and current valuation, so you can estimate real upside instead of guessing. And ask what happens to your options if you leave before an exit, since the new rules mean leaving no longer forces an immediate tax bill.


    None of this requires you to become a tax expert. It requires the company to be straight with you about the plan. That's a fair thing to expect, and it's a reasonable thing to push on in a negotiation.


    For companies rebalancing offers now, and this is a live conversation with a few of our clients, the sensible move is often a slightly lower base salary paired with a larger, better-structured option package. That only works if candidates trust the numbers behind it. Trust comes from clarity, not from a slide deck with an upward-trending graph.

    Frequently asked questions
    How are employee stock options taxed at a startup?

    Currently, tax is due when you exercise your options or when shares become tradable, at rates up to 49.5%. Under the new Dutch regime for qualifying startups, tax is deferred until you sell the shares, and only 65% of the gain is taxable.

    What is a fair equity percentage for an early startup employee?

    It depends heavily on stage, role, and dilution already on the cap table. There's no single fair number. What matters more is clarity on strike price, vesting terms, and what happens to your options if you leave.

    Why do tech startups offer stock options instead of higher salaries?

    Startups often have limited cash but want to compete for the same talent as larger, better-funded companies. Equity lets them offer meaningful long-term upside without matching a corporate salary in cash right away.

    How does the new Dutch tax proposal affect startup employee stock options?

    It defers taxation until shares are sold instead of at exercise, and reduces the taxable portion of the gain to 65% for qualifying startups and scale-ups. This applies to companies with RVO startup status, expected from January 2027, with retroactive effect for options granted from April 2025.

    Conclusion

    Startup equity compensation has had a bad reputation for a reason. Tax bills before liquidity, unclear terms, and options that turned out to be worth nothing. This regime doesn't fix every startup equity plan on the market, but it removes the single biggest structural problem: getting taxed before you've actually made any money.


    For engineers, that's a reason to take a second look at offers you might have dismissed before. For hiring managers and CTOs, it's a genuine tool to compete for talent without matching Big Tech cash comp dollar for dollar, provided your plan is actually built to use it.


    We talk to both sides of this every week, developers sizing up offers and CTOs trying to build teams they can't yet afford on salary alone. If you're figuring out how to structure this on either side of the table, that's exactly the kind of conversation worth having with someone who's seen a lot of these plans up close.

    Sources
    1. Start internetconsultatie belastingmaatregelen om startups en scale ...
    2. Prinsjesdag 2026: Wet fiscale stimulering start-ups en scale-ups
    3. Fiscale regeling medewerkersparticipatie startups en scale ...
    4. Internetconsultatie wetsvoorstel Wet fiscale stimulering ...
    5. WBSO wordt opgerekt voor software-ontwikkeling met ai
    6. Kabinet wil aandelenopties aantrekkelijker maken voor startups

    Written by our AI, read by a flesh-and-blood recruiter.