What to Say When You Get a Counteroffer From Your Current Employer

By Sam MercerUpdated Oct 19, 202612 min read

A counteroffer is a negotiation, not a verdict — here is how to buy time, ask the right questions, and answer without burning either bridge.

Table of contents

When to do it, and when to wait
Step by step
What to say
Mistakes to avoid
If the answer is no
FAQ

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When your current employer counters an outside offer, say thank you, ask for the terms in writing, and ask for a short, specific window to decide — do not accept or refuse in the room. The words that matter most are the ones that pin down what changes: the number, the title, the reporting line, the next review date. Everything after that is comparing two written offers against the reason you started looking in the first place.

When to do it, and when to wait

Responding to a counteroffer is worth doing properly when one of these is true:

You have a written offer from another employer, with a base figure, a start date and a signing deadline. That document is what makes the conversation real rather than hypothetical, and it gives you a deadline that is not your own invention.
Your manager or a skip-level has asked what it would take to keep you. That is an invitation to name terms. Have an answer ready — a number, a scope change, a title, or a combination — rather than saying you will think about it and losing the moment.
The counteroffer arrived verbally and vaguely — "we can probably do better than that" or "let me see what HR can find." This is the point to ask for specifics in writing, politely and immediately, before the offer drifts.
Money is not the real problem, but the fixable thing is nearby — a manager change, a move onto a different product, approval to work remotely, a promotion cycle you keep missing. A counteroffer conversation is one of the few moments when those are genuinely on the table.
Your outside offer has a hard expiry date. Counteroffer processes often need sign-off from a compensation team, a budget owner and sometimes a second-level manager. If your deadline is days away, start the conversation now, not after the weekend.

Not yet: if you do not have a written outside offer and are hoping to bluff one. Experienced managers ask which company, which role and when you would start. If you cannot answer, you have told your employer you are leaving without gaining any leverage, and the conversation you have a month later about scope or a raise starts from a worse place. Build the outside offer first, or make a straight internal case for a raise on its own merits.

Step by step

Thank the person and ask for time, out loud, in the meeting. Do not negotiate the number on the spot and do not say yes. Ask for a specific window — two to three business days is normal and rarely refused. Lead time: same day, five minutes.
Ask for the counteroffer in writing, with every component named. Request base, bonus target and payout timing, equity or profit share and its vesting schedule, title, reporting line, and the date of the next review. Ask whoever made the offer, and loop in your HR business partner if your employer routes comp changes that way. Lead time: one to three business days for them to produce it; longer if it needs a compensation committee or a budget cycle.
Build a side-by-side comparison in a spreadsheet. One column per offer. Rows for base, bonus, equity value and vesting, 401(k) match, health premium you pay per paycheck, PTO and carryover, commute or relocation cost, and any unvested equity you would forfeit by leaving. Lead time: one evening.
Check external market data before you judge either number. Look at the BLS Occupational Outlook Handbook and your state labor department's wage data for the occupation and metro, then at salary surveys published by your professional association and at job postings in states with pay-range posting rules. Ranges vary widely by employer size, industry and location — you are looking for a band, not a single figure. Lead time: two to three days.
Write down, in one page, the three reasons you interviewed elsewhere. Rank them. If money is not first, a higher number will not fix the problem, and you need to say so in the conversation. Lead time: thirty minutes.
Test whether the non-money promises are enforceable. Ask for the scope change, the new manager, the remote arrangement or the promotion timing to be written into the offer letter or a follow-up email from your manager, with a date attached. "Next planning cycle" is not a date. Lead time: a few days, and it is the step most likely to stall.
Tell the other employer where you stand and ask for a short extension if you need one. Call the recruiter or hiring manager directly, give a specific new date, and be honest that you have a counteroffer. Most will extend by a few days once; many will not extend twice. Lead time: same day, 24-hour reply.
Give your answer by the deadline you set, verbally first, then in writing the same day. Whichever way you go, the written version is what stops the terms from being remembered differently in six months. Lead time: one day.

What to say

Buying time in the room

Spoken — immediately after the counteroffer is made
"Thank you — I wasn't expecting that, and it means a lot that you want me to stay. I don't want to give you an answer I haven't thought through, so can I take until [day] to look at it properly? It would help to see the full package in writing — base, bonus, equity and the review date — so I'm comparing like for like."

Asking for specifics when the offer is vague

Spoken — follow-up conversation with your manager
"Here's where I am. The outside role is at [$X] base with [bonus/equity detail], and the part that pulled me towards it is [scope / managing people / working on [project]]. If we're talking about me staying, I need two things to line up: a base of [$Y], and a written commitment that I move onto [project or scope] by [month]. If the compensation band makes [$Y] impossible, tell me now and I'll stop asking — I'd rather know the ceiling than keep guessing."

Email accepting the counteroffer

Email — subject: Confirming my decision to stay
Hi [name],
Thank you again for putting this together. I'm confirming that I'll be staying, based on the terms we discussed: base salary of [$Y] effective [date], [bonus target] with payout in [month], title of [title], reporting to [name], and a formal review of scope and compensation on [date].
Could you confirm this is accurate and let me know when the updated letter will come through from [HR contact]? I've let the other company know today, and I'm glad to be moving ahead on [project].
[Your name]

Email declining the counteroffer

Email — subject: My decision
Hi [name],
Thank you for the offer and for the way you handled the conversation — it genuinely made the decision harder. After comparing both carefully, I've decided to accept the role at [company], starting [date].
The deciding factor was [specific reason: scope, the chance to work on [project], location], not the numbers you came back with, and I want to be clear about that so it's useful to you.
I'll have a written handover of [responsibilities] ready by [date], and I'm happy to [record a walkthrough / brief [colleague] / stay available for questions] after my last day. I'd like to stay in touch.
[Your name]

Mistakes to avoid

Most counteroffer damage is self-inflicted and happens in the first ten minutes.

Mistake	Why it backfires
Accepting out loud in the meeting	You lose every point of leverage you will ever have, and you often discover the promised title or scope was never agreed with the people who control it.
Naming a number you have not checked	Ask too low and you anchor your own pay for years; ask far above the employer's band with no market evidence and you look unserious. Build the range from BLS and state wage data, association surveys and live postings first.
Bluffing an offer you do not have	Managers ask follow-up questions — which company, what start date, who made the offer. Getting caught costs you credibility you will need at the next review.
Letting non-money promises stay verbal	Reorganisations, budget freezes and manager changes erase spoken commitments. If the scope change or promotion is not written with a date, treat it as an intention, not a term.
Using the counteroffer to vent	Listing every grievance turns a negotiation into a performance conversation. Name one or two specific, fixable things instead.
Ignoring why you looked in the first place	This is the honest downside: a counteroffer closes the pay gap and leaves the commute, the manager, the ceiling or the boredom exactly where it was. If pay was not your top-ranked reason, you will be in the same conversation again, with a manager who already knows you interview.

If the answer is no

If your employer will not match, will not put the non-money terms in writing, or says the band has no room, work to a clock rather than stewing.

Within 24 hours — ask one clarifying question. Find out whether it is a timing problem or a ceiling problem: "Is this a budget-cycle issue that changes in [month], or is [$Y] above the band for this level?" The answer tells you whether staying has a path.

Within 48 hours — give the outside employer a clean answer. Recruiters hold roles open for days, not weeks. Accept in writing and confirm the start date, or decline clearly so you are not remembered as the candidate who went quiet.

Within the first week — resign properly if you are leaving. Write a short resignation letter with your last working day, check your employment agreement and handbook for notice expectations, and confirm with HR what happens to unused PTO, unvested equity and your final paycheck — these rules differ by employer and by state. Ask two colleagues to be references before you go.

First two weeks — build the handover. A written transition document, access and account lists, and a named person for each responsibility. This is the thing people remember about you, and it protects you if you ever want to come back.

If you are staying without a match — set a 90-day checkpoint. Email your manager to confirm what was agreed instead of money: the project, the title change, the training budget, the review date. Put the date in both calendars.

At three to six months — audit what changed. If the scope moved and the review happened, you made a good trade. If nothing moved, you have your answer and no need for a second conversation.

At six months — restart the search quietly if nothing moved. Refresh your resume with what you have shipped since, reconnect with the recruiter from last time, and go into the next process knowing your market range rather than guessing.

Frequently asked questions

How much more should I ask for in a counteroffer?

Anchor on evidence, not on a percentage rule. Start with the written outside offer — that number is the floor for the conversation, because your employer already knows someone will pay it. Then check whether the outside offer is itself at market: look at the BLS Occupational Outlook Handbook and your state labor department's wage data for your occupation and metro, salary surveys from your professional association, and posted ranges in states that require employers to publish them. Ask for a figure inside that band and be ready to say what it is based on. If the gap is mostly in bonus or equity rather than base, name which component you want increased, since those are governed by different approval routes inside most companies.

How long can I take to decide?

Two to three business days is standard and almost never refused. Ask for it explicitly rather than letting the question hang. If the counteroffer needs sign-off from a compensation team or a budget owner, your employer may need a week themselves — ask when you can expect the written terms, then call the other employer and request one extension with a specific new date. Most will grant one short extension; few grant two. Do not let the outside offer lapse while you wait for an internal process you have no visibility into.

Should I tell my manager the exact number in the other offer?

It is usually your strongest move when the outside number is genuinely higher, because it turns a vague request into a concrete one your manager can take to whoever controls the budget. Share the base and the structure rather than the company name if you prefer. If the outside number is lower than what you want to be paid, do not disclose it — argue from market data and your contribution instead, and say plainly that the money is not the deciding factor.

How do I follow up if the promises have not happened?

Reference your own confirmation email and attach a date. Something like: "When I stayed in [month], we agreed I'd move onto [project] by [date] and review compensation on [date]. That date is in two weeks — can we book 30 minutes?" Keep it factual and unemotional. If the second date also slips, treat the pattern as information rather than asking a third time.

What if my employer counters but the new company withdraws while I am deciding?

Tell your current employer promptly and keep the terms you already agreed in writing — most will honour them, because a signed-off increase is harder to unwind than to grant. Where it gets awkward is if nothing was in writing yet. In that case, make the case on its own merits: your results, your market range from current wage data, and the scope you want next. Then set a review date so the conversation does not depend on another offer appearing.