Work and career — C2

At B2 you mastered the corporate ladder, performance reviews, and basic comp vocabulary. At C1 you added strategy, KPIs, and stakeholder management. At C2 you cross into the rooms where decisions are actually made: the c-suite, the comp committee, the board, the law firm drafting the term sheet. You can read a Wall Street Journal feature on a CEO’s golden parachute, a Bloomberg analysis of a tech-sector RIF, an Information deep-dive on Stripe’s vesting schedule, and a Forbes primer on a non-compete carve-out — without translation drag and without misreading the legal and financial subtext.

The vocabulary in this lesson lives where corporate, legal, and financial English overlap. It is the working language of executive recruiters, M&A bankers, employment lawyers, and senior journalists at WSJ, FT, Bloomberg, and The Information. A lot of it is American-specific — at-will employment, RIF notices, 401(k) matches, COBRA, the WARN Act — and these terms simply have no neat European equivalent. Some of it is industry-specific: vesting cliff and refresh grant belong to tech; golden parachute and poison pill to public-company governance; non-compete and NDA span everything.

At this register, errors are not grammar slips — they are pragmatic misses. Calling a layoff a firing changes the meaning. Calling severance a payoff sounds tabloid. Confusing equity with options changes the math by orders of magnitude. C2 means the reader trusts you to make these distinctions.

The c-suite — the executive layer

• the c-suite — the executive officers whose titles begin with Chief; collectively the top management
• CEO (Chief Executive Officer) — the boss; reports to the board
• COO (Chief Operating Officer) — runs day-to-day operations; sometimes #2
• CFO (Chief Financial Officer) — finance, accounting, treasury, investor relations
• CTO (Chief Technology Officer) — technology strategy; sometimes overlaps with CIO
• CIO (Chief Information Officer) — internal IT, systems
• CPO (Chief Product Officer) — product strategy
• CMO (Chief Marketing Officer) — marketing and brand
• CHRO / CPO (Chief Human Resources / People Officer) — HR leadership
• CLO / GC (Chief Legal Officer / General Counsel) — top in-house lawyer
• CRO (Chief Revenue Officer or Chief Risk Officer — context disambiguates)
• CDO (Chief Data Officer; or Chief Diversity Officer)
• CISO (Chief Information Security Officer) — pronounced see-so
• the board / the board of directors — the governance body the CEO reports to
• chair / chairperson / chair of the board — the board’s leader
• executive chair — chair who is also operationally involved
• independent director — board member with no employment ties to the company
• lead independent director — senior independent voice
• the comp committee / compensation committee — board subcommittee that signs off on executive pay
• the audit committee — board subcommittee overseeing financial reporting
• fiduciary duty — the legal duty board members owe to shareholders (duty of care, duty of loyalty)

Executive compensation — the anatomy of a pay package

A senior executive’s comp is rarely just salary. It has layers, each with its own vocabulary. The annual proxy statement (DEF 14A) discloses the details for public-company executives.

• base salary / base — the cash portion
• annual bonus / target bonus / STI (short-term incentive) — typically a percentage of base, paid in cash, tied to annual targets
• LTI (long-term incentive) — equity grants over a multi-year horizon
• stock options / options — the right to buy shares at a fixed strike price
• ISOs (incentive stock options) vs NSOs / NQSOs (non-qualified) — tax treatment differs
• RSUs (restricted stock units) — promises of stock that vest over time; the modern default at large tech firms
• PSUs (performance stock units) — RSUs whose vesting depends on hitting performance targets
• restricted stock — actual shares granted with vesting restrictions
• founder shares — pre-funding equity held by founders
• the cap table — the spreadsheet showing who owns what percentage
• dilution — your stake shrinking as new shares are issued
• fully diluted — counting all options and convertibles as if exercised
• strike price / exercise price — what you pay per share when exercising options
• in the money vs underwater — options where current price is above (good) or below (bad) the strike
• the spread — current price minus strike, your gain on exercise
• early exercise — exercising unvested options for tax purposes
• 83(b) election — IRS filing that lets you pre-pay tax on early-exercised shares
• AMT (Alternative Minimum Tax) — the tax trap that can catch ISO exercisers
• clawback — the company’s right to take back paid comp if results are restated or misconduct is found
• say-on-pay — the non-binding shareholder vote on executive comp

Vesting — the time machine

• vesting — gradually earning equity over time as you continue to work
• vesting schedule — the plan: e.g., 4 years with a 1-year cliff
• cliff / vesting cliff — initial period before any vesting occurs; the most common is the 1-year cliff, meaning if you leave before 12 months you get nothing
• graded vesting vs cliff vesting — incremental vs all-at-once
• monthly / quarterly vesting — frequency after the cliff
• double trigger — equity accelerates only on both an acquisition and termination (the protective standard)
• single trigger — equity accelerates on acquisition alone (executive-friendly, rare)
• acceleration — vesting speeds up, usually on change of control
• change of control — M&A trigger event
• refresh grant / refresher — new equity grant after initial grant has mostly vested, to retain you
• top-up grant — supplemental grant, often for promotion or counter-offer
• golden handcuffs — large unvested equity that makes leaving expensive
• walk-away value — what you would forfeit by quitting today
• vested but unexercised — options you have the right to exercise but haven’t yet

Exits — the choreography of leaving

The vocabulary of leaving a senior job is rich because the legal and financial stakes are high.

• resignation — voluntary departure
• termination — involuntary; terminated for cause is the worst flavor
• termination for cause — fired for misconduct, breach of contract, gross negligence
• termination without cause — fired without alleged misconduct (better severance)
• constructive dismissal / constructive discharge — quit in response to intolerable changes; legally treated as termination
• mutual separation / mutually agreed departure — face-saving formulation that masks varying realities
• forced out — pushed to leave (press shorthand)
• stepping down — euphemistic departure from a role; may or may not mean leaving the company
• the bus / thrown under the bus — blamed publicly
• the walk / the perp walk — being escorted out (rare in white-collar; vivid press image)
• garden leave — paid leave during notice period when the employee may not work; common for executives going to competitors

Severance and parachutes

• severance package / severance — money paid on termination; typical structure: weeks of pay per year of service
• the standard severance — the company’s default formula
• enhanced severance / negotiated severance — better than the default, often in exchange for a release
• a release / release of claims / separation agreement — legal document waiving the right to sue
• non-disparagement — clause prohibiting either side from speaking negatively about the other
• mutual non-disparagement — both sides bound
• gag clause — informal term for confidentiality/non-disparagement
• golden parachute — large severance package triggered by change-of-control for senior executives; often 2-3x base + bonus + accelerated equity
• golden handshake — generous severance for an executive leaving voluntarily; less common in modern US usage
• tin parachute — a parachute extended to rank-and-file in M&A
• change-of-control agreement — the contract laying out parachute terms
• walk-away package — the total leaving compensation

Layoffs, RIFs, and restructurings

• layoff — termination for economic reasons, no fault of the employee
• RIF (Reduction in Force) — corporate-speak for layoffs; pronounced as a word, the riff
• headcount reduction — euphemism for layoffs
• right-sizing / right-size — corporate euphemism for cutting staff
• restructuring / reorg / reorganization — reshaping the org chart; usually involves layoffs
• org change — internal shorthand
• rolling layoffs — layoffs in waves over weeks or months
• mass layoffs — large single-day cuts (often invoking the WARN Act: federal law requiring 60-day notice for layoffs of 50+ at a site)
• WARN notice — the legal notice required by WARN
• layoff theatre — pejorative for the choreographed announcements (the Slack messages, the all-hands, the email at 3 a.m.)
• performance-based termination — termination framed as performance, sometimes used to dodge severance norms or layoff optics
• stack ranking / rank and yank / forced ranking — the Jack-Welch-era practice of cutting the bottom-rated annually
• PIP (Performance Improvement Plan) — formal performance remediation, often a prelude to termination

A typical Bloomberg sentence: In the most recent RIF, the company laid off 6% of staff and paid out enhanced severance in exchange for releases; mid-level managers reported a wave of constructive-discharge complaints from those left in the reorganization’s wake.

Survivor dynamics — the people who stay

• survivor syndrome / layoff survivor guilt — psychological aftermath for those who keep their jobs
• the workload reshuffle — work redistributed without backfills
• the do-more-with-less mandate
• backfill / the open req — refilling the vacated position
• hiring freeze / partial freeze / frozen reqs
• attrition-only headcount management — letting natural departures shrink the team
• the iceberg under the layoff — the wave of voluntary departures that follows
• regrettable attrition — losing your A-players
• the brain drain (corporate sense) — talent fleeing post-RIF
• the institutional knowledge loss — what walks out the door

The legal scaffolding — non-competes, NDAs, and related instruments

• non-compete clause / non-compete — agreement not to work for competitors for a period after leaving; the FTC tried to ban most in 2024, though enforcement is in flux
• non-solicit / non-solicitation — agreement not to recruit former colleagues or customers
• non-poach / non-poaching agreement — between companies, agreeing not to hire each other’s employees (often illegal under antitrust law; the Silicon Valley non-poach scandal)
• NDA (Non-Disclosure Agreement) — confidentiality contract
• mutual NDA — both parties bound
• carve-out — exception within a clause (a carve-out for whistleblower disclosures)
• assignment clause — IP created at work belongs to the company
• invention assignment — broader IP transfer
• shop right — limited employer rights to use employee inventions
• garden-leave clause — paid leave to stop joining a competitor immediately
• trade-secret — protectable confidential business information
• the DTSA (Defend Trade Secrets Act of 2016) — federal trade-secret protection
• the EEOC (Equal Employment Opportunity Commission) — federal anti-discrimination enforcer
• at-will employment — the default US rule that either party can terminate for any non-illegal reason without notice
• just-cause employment — the rarer regime requiring documented cause to fire

Performance, reviews, and the talent stack

• the performance cycle / the review cycle — typically annual or semi-annual
• self-review / manager review / peer review / upward review
• 360-degree review / a 360 — multi-source feedback
• calibration / calibration session — managers aligning ratings across teams to prevent grade inflation
• the ratings distribution / the forced distribution / the bell curve
• meets expectations / exceeds expectations / needs improvement — typical rating language
• the talent matrix / the 9-box — performance vs potential grid (high potential = HiPo)
• high-potential employee / HiPo — flagged for accelerated development
• succession planning — identifying successors for key roles
• the bench — the pipeline of ready successors
• a developmental assignment / a stretch assignment
• a lateral — same-level move for development or environment
• a tour of duty — Reid-Hoffman-style fixed-term role with stated mission
• the IDP (Individual Development Plan)
• the comp letter / the comp adjustment — the annual pay-and-equity outcome
• the merit increase / the merit cycle — annual base-pay raises
• the equity refresh cycle
• promo / promotion cycle — when promotions are formally awarded
• levelling / the levelling system / the career ladder — formal job levels (E3, E4, E5, … at tech firms; band system in older corporates)
• the levelling guide / the rubric — internal definitions of each level
• promo packet / promotion case — the documentary bundle supporting a promo

Benefits, leaves, and the post-2020 vocabulary

• 401(k) — the employer-sponsored retirement account
• employer match / the match / the company match — employer contribution to 401(k)
• vesting (of match) — employer contributions may take 2-6 years to vest
• ESPP (Employee Stock Purchase Plan) — discounted stock-buying program
• lookback / discount / purchase period — ESPP plumbing
• HSA (Health Savings Account) — pre-tax medical account paired with high-deductible plan
• FSA (Flexible Spending Account) — pre-tax for medical or dependent-care expenses
• COBRA — federal law letting laid-off workers continue health coverage at full cost
• PTO (Paid Time Off) — vacation
• unlimited PTO — controversial: in practice often used less than fixed PTO
• floating holidays — flexible-date paid days off
• bereavement leave / jury duty leave / military leave — categorized leaves
• parental leave / maternity leave / paternity leave
• FMLA (Family and Medical Leave Act) — federal unpaid-leave guarantee
• short-term disability / long-term disability (STD/LTD) — partial-pay leave for medical reasons
• sabbatical — extended paid leave, sometimes available after long tenure
• RTO (Return to Office) — the post-pandemic call back to physical offices
• WFH (Work From Home) / hybrid / remote-first / office-first
• the four-day workweek — the experimental reduction
• quiet quitting — doing the minimum, not actually leaving (2022 viral coinage)
• quiet firing — making conditions intolerable to induce resignation
• loud quitting / rage quitting — public, demonstrative departure
• the great resignation — the 2021-2022 quit wave
• the great gloom — the post-Great-Resignation engagement slump
• lateral move — same-level job change, often for compensation or environment
• boomerang employee — a returning former employee

Compensation surveys, market data, and the cap-table-adjacent vocabulary

• levels.fyo / levels.fyi — the dominant tech-comp transparency site
• Glassdoor / LinkedIn Salary / Payscale — broader comp data sources
• Radford / Mercer / WTW / Pearl Meyer — institutional comp consultancies
• market percentile / the 50th / the 75th — typical compensation benchmarks
• the band / the salary band — range for a given level
• the comp ratio — current pay vs midpoint of band
• compression — junior pay catching up to senior pay
• inversion — junior pay exceeding senior pay (common in tech during boom years)
• the geographic differential / the location factor — pay adjusted by metro
• the cost-of-labor differential vs the cost-of-living differential — different concepts often conflated
• remote-pay leveling vs hub-based pay — current debate

Founders, founding teams, and the startup-specific vocabulary

• founder / co-founder / founding team
• founder vesting / founder cliff — typically 4 years with 1-year cliff, similar to employee vesting
• founder shares — often common stock with double-trigger acceleration
• the early-employee equity / the first-100 equity
• single founder vs co-founder dynamic — VC preferences are mixed
• founder market fit / founder-market fit (FMF)
• product-market fit (PMF) — the central startup milestone
• the founding engineer / the principal engineer — early technical hires
• the technical co-founder vs the business co-founder
• the founding designer
• the chief of staff to the CEO — junior generalist role
• the BizOps function — internal operations and analytics

AmE-specific vs international terminology

Collocations

• negotiate / hammer out / wrap up a package, a term sheet, an exit
• exercise / hold / sell options
• vest into stock, vest at the cliff, vest fully
• strike a deal / cut a deal / close on terms
• clear vesting / finish vesting / time out of equity
• trigger / hit the cliff, the parachute, the acceleration
• walk away with (a package, a severance number)
• leave money on the table / leave equity unvested
• sign a release / agree to a release
• stand to gain / stand to lose / be on the hook for
• part ways with (an executive) — press euphemism for firing
• show the door to — informal for firing
• announce a RIF / execute a layoff / conduct a workforce reduction
• release a WARN notice / trigger WARN obligations
• honor a non-compete / enforce a non-compete / carve out from a non-compete

Phrases and locutions

• the writing is on the wall — visible signs of trouble
• the axe is falling — layoffs are happening
• on the chopping block — at risk of cuts
• paper-thin margins / the margins are razor-thin
• belt-tightening / tighten the belt
• lean into / lean out of (a business line)
• kitchen-sink the quarter — dump all bad news into one quarter (a CFO move)
• a pre-announcement — telegraphing bad numbers before the earnings call
• the optics — how something looks publicly
• the through-line — the consistent narrative across decisions
• the path to profitability — startup euphemism for we’re losing money
• the runway — months of cash left
• bridge round — interim financing
• down round — financing at a lower valuation
• flat round — same valuation as last round
• up round — higher valuation
• a soft landing — a gentle outcome
• a hard landing — a brutal outcome
• bag holder — the unlucky one left with the worthless asset

Common Russian-speaker mistakes

1. Firm for any company. Russian-influenced over-use. In AmE, firm is reserved for professional-services partnerships (a law firm, an accounting firm, a consulting firm, an investment firm); manufacturers and most tech companies are companies, corporations, businesses. I work at a software firm sounds wrong unless the firm actually consults; say a software company or a tech company.
2. Salary including bonus and equity as the single number. AmE distinguishes carefully: base salary (cash, fixed), bonus (cash, variable), equity (stock or options), total comp or TC (the sum). My salary is $400K* in a tech context will be parsed as base; if you mean total, say *my total comp is$400K or I’m at $400K all-in.
3. I was fired when you were laid off. AmE makes a sharp moral distinction: fired implies fault (performance or misconduct); laid off implies no fault (economic). Saying I was fired from Google in the 2023 layoffs makes the listener think you personally failed. The correct framing is I was laid off or I was caught in the layoffs or my position was eliminated.
4. Decree of dismissal / order on termination (calque of приказ об увольнении). US employment is largely paperwork-light at termination: you receive a separation agreement or termination letter, you sign a release of claims, and you go. No decree or order; those words evoke courts.
5. Take a vacation / I am on vacation already half a year (calque of в отпуске). For long medical or family leave, AmE uses leave (on maternity leave, on FMLA leave, on medical leave); vacation is for short, voluntary, recreational time off. On vacation for six months sounds wrong; on a six-month leave or on sabbatical is correct.
6. Director for any manager. False friend with the Russian директор. AmE director is a specific level (mid-senior, above manager, below VP); the head of a company is the CEO or President, not the director. A factory boss is a plant manager or general manager, not the director. A small-business owner is the owner or founder.
7. Chief alone for boss. Russian-style шеф doesn’t transfer. AmE chief is part of titles (Chief Financial Officer) but alone in casual usage it’s military or police (the police chief). For my boss use boss, manager, supervisor, or lead; in elevated register superior or higher-up. Never my chief said.

Summary

• The c-suite layer (CEO/CFO/COO/CTO/CRO/CHRO/CISO) reports to the board through compensation and audit committees that owe fiduciary duty to shareholders.
• Executive comp has layers: base, STI, LTI, RSUs, options, PSUs — each with its own vesting, dilution, and tax mechanics (ISO/NSO, AMT, 83(b)).
• Vesting vocabulary — cliff, graded, double-trigger, refresh, golden handcuffs — defines the time machine that retains talent.
• Exit choreography distinguishes resignation, termination for/without cause, constructive dismissal, mutual separation, and severance/parachute structures.
• Layoffs/RIFs/restructurings carry legal weight via WARN notices, releases, non-disparagement, and at-will employment defaults.
• Non-competes, NDAs, non-solicits, and non-poach agreements form the post-employment legal scaffolding, with carve-outs and trade-secret overlays.
• Russian false friends are pervasive at C2: firm for company, fired for laid off, director for any boss, chief alone for boss, vacation for leave.

Next theme: Business and finance — C2 — leveraged buyouts, private equity, venture syndication, term sheets, due diligence, GAAP/IFRS, and the fiduciary architecture of dealmaking.