What Is Restricted Stock and How Does It Compare to Stock Options

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Restricted stock is a type of equity compensation that's often confused with stock options. Restricted stock units (RSUs) are granted to employees and vest over time, giving them ownership in the company.

One key difference between restricted stock and stock options is that restricted stock is a direct grant of company stock, whereas stock options give the holder the right to buy company stock at a set price. This means that with restricted stock, the employee already owns the stock, whereas with stock options, they have the potential to own the stock in the future.

Restricted stock can be a more straightforward form of compensation, as the value of the stock is less likely to fluctuate.

What is Restricted Stock

Restricted stock is a type of equity compensation that comes with some restrictions. These restrictions determine when and how the stock can be exercised.

RSUs, or restricted stock units, are a type of restricted stock that are issued to employees as a form of compensation. They represent a claim on company stock but are not actual shares.

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You can attach performance conditions to RSUs, meaning vesting could be contingent on meeting certain performance goals in addition to or instead of a time-based vesting schedule. This means that vesting might not happen if the company doesn't meet its performance targets.

Clawback provisions are also common with RSUs. These provisions allow you to reclaim vested or unvested shares under certain circumstances, such as misconduct or a restatement of financial results.

RSUs may come with dividend equivalents, which allow employees to receive payments equal to the amount that would have been paid on the shares once they vest. This can provide an additional benefit to employees.

However, RSU holders do not have voting rights like actual shareholders until the units vest and convert into actual shares.

Advantages and Disadvantages

Restricted stock has its pros and cons, which are worth considering.

One of the main advantages of restricted stock is that it creates a direct connection between employee compensation and company performance, encouraging employees to contribute to the company's success.

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Restricted stock also enjoys flexible taxation, as recipients can delay taxation or elect taxation at grant via an 83(b) election if desired.

From the company's perspective, the potential for forfeiture if the recipient leaves before the restrictions lapse can significantly aid retention.

In contrast, RSUs and PSUs generally require no personal investment from recipients and don't give the recipient any rights as a shareholder from the company's perspective.

However, RSUs and PSUs may be subject to Section 409A, which limits the flexibility in design and complicates timing for FICA taxation.

RSUs also provide no opportunity for capital gains until after the awards are settled, and may raise concerns under ERISA if the payout occurs only upon termination of employment or after a period of more than 10 years.

Here are some key differences between restricted stock and RSUs/PSUs:

Overall, the choice between restricted stock and RSUs/PSUs depends on the company's goals and the employee's needs.

Taxation and Accounting

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Taxation and accounting for restricted stock units (RSUs) can be complex, but it's essential to understand the basics. RSUs are taxed as ordinary income when they vest, and the recipient must pay taxes on the value of the stock received.

The tax rate can be as high as 37% at the federal level, and RSUs are also subject to withholding for Social Security taxes and Medicare taxes, adding another 7.65% in tax liability. Depending on where you live, your RSUs may also be subject to state income taxation.

Here are the key tax implications to consider:

  • Taxation at Vesting: The value of the stock received is taxed as ordinary income when RSUs vest.
  • Capital Gains Tax: Any subsequent profit from selling the shares is taxed as capital gains.
  • Short-Term vs. Long-Term Capital Gains: The duration for which the employee holds the shares after vesting determines the type of capital gains tax.

Accurate accounting for RSUs is crucial for compliance with financial reporting standards and for providing transparent information to shareholders and potential investors.

Taxation for

Taxation for RSUs can be complex, but understanding the basics can help you navigate the process. You'll need to report income equal to the value of the stock received when the RSUs vest and convert into actual shares.

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The value of the stock received is determined by the FMV (fair market value) of the stock at the time of vesting. For example, if your 1,000 RSUs vest when the FMV is $10 per share, you would report $10,000 (1,000 RSUs * $10) as ordinary income on the day of vesting.

You'll pay taxes on the value of the stock received, and the rate you'll pay can get as high as 37% at the federal level, depending on your household income. You'll also be subject to withholding for Social Security taxes and Medicare taxes, which will result in another 7.65% in tax liability.

If you hold onto the shares after they vest, you may qualify for long-term capital gains treatment, which can result in a more favorable tax rate. However, this strategy comes with the risk that the stock prices could fall, reducing the potential value of the shares.

Here's a breakdown of the tax implications for RSUs:

Keep in mind that the type of capital gains tax you'll pay depends on the duration for which you hold the shares after vesting. If you sell the stock within one year of vesting, the gain is short-term and is taxed at your ordinary income tax rate. If you hold the stock for more than a year, the gain is long-term, and you'll pay tax at the more favorable long-term capital gains rate.

Accounting

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Accounting plays a vital role in determining the financial health of a company. Accurate accounting for Restricted Stock Units (RSUs) is crucial for compliance with financial reporting standards.

RSUs are typically recognized as compensation expenses over the requisite service period, which usually aligns with the vesting schedule. This means that the fair value of the RSUs is determined at the grant date and is recognized proportionately over the vesting period.

The fair value of RSUs is determined at the grant date and is recognized proportionately over the vesting period. For example, if you grant 2,000 RSUs with a four-year vesting schedule to an employee and the fair value of the stock at the grant date is $2.00 per share, you would recognize a compensation expense of $1,000 each year.

To account for RSUs, you would debit Compensation Expense and credit Additional Paid-In Capital (APIC) - RSUs. This journal entry is the same for each of the four years of the vesting period.

Accurate accounting for RSUs is essential for providing transparent information to shareholders and potential investors. It also helps in calculating key financial metrics, such as Earnings Per Share (EPS).

Voting Rights and Ownership

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Restricted stock units (RSUs) don't typically carry voting rights until they vest. This means that RSU holders may not have a say in company decisions until their units convert into actual shares.

Until RSUs vest, the employee doesn't technically own them, so they don't have voting rights. This lack of voting rights can be a concern for employees who want to influence corporate policy.

RSUs are essentially a promise of future shares, so they don't confer voting rights until they're converted into actual shares. This is a key difference between RSUs and other forms of equity compensation.

Here's a summary of the voting rights timeline for RSUs:

RSUs don't pay dividends until they vest, so employees won't receive any dividend payments until their units are converted into shares.

Key Features and Process

Restricted stock units (RSUs) are a popular form of employee compensation, and understanding their key features and process can help you make the most of this benefit.

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RSUs are a type of stock-based compensation that is restricted during a vesting period, which can last several years. This means that the RSUs cannot be sold or transferred until the vesting period is complete.

The vesting process is outlined in the RSU agreement, which explains how many shares you will receive and the vesting schedule. For example, if you are granted 100 RSUs vesting annually in equal portions over 4 years, you will vest 25 shares each year.

The value of the RSUs on the day of vesting is subject to payroll and ordinary income taxation. Upon vesting, you will get your equivalent shares and realize ordinary income based on their value that day.

Here's a breakdown of the vesting process:

  • Grant Date: The process begins on the RSU grant date, but the RSUs are just a promise of shares, not actual shares.
  • Vesting Schedule: The vesting schedule outlines the conditions that the employee must meet to earn the right to the shares, often involving a period of service with the company.
  • Vesting: Vesting refers to the process by which the employee earns the right to the shares, as the restrictions on the RSUs lapse gradually over the vesting period.
  • Conversion to Shares: Once the RSUs vest, they are converted into actual shares of the company, and the employee becomes a shareholder with voting rights and eligibility for dividends.

For instance, if your startup grants an employee 1,000 RSUs on January 1, 2024, with a four-year graded vesting schedule, each year 25% of the RSUs (250 RSUs) will vest. This process will repeat each year until all the RSUs have vested on January 1, 2028.

Comparison and Examples

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In a job offer, RSUs can be a valuable perk, as seen in Madeline's example, where 1,000 RSUs were worth potentially $10,000.

The company's decision to put the RSUs on a five-year vesting schedule gives Madeline an incentive to stay with the company.

Madeline receives 200 shares after one year with the company, another 200 shares after the second year, and so on until she acquires all 1,000 shares at the end of the vesting period.

The value of the RSUs can vary depending on the company's stock performance, as seen in Madeline's example.

Stock options and RSUs differ, with stock options providing the right but not the obligation to acquire shares, whereas RSUs are awarded outright on a set series of dates over several years.

Options Comparison

Stock options and restricted stock units (RSUs) are two popular forms of equity compensation, but they work in distinct ways.

Stock options give employees the right to buy shares at a set price, which can be a significant upfront cost. Employees must purchase the option at the exercise price to realize any gain, making it less attractive to some.

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RSUs, on the other hand, are awarded outright and don't require any upfront payment. This makes them simpler and less risky for employees, as they represent a promise of future shares.

Companies like Microsoft and Nike have switched from stock options to RSUs, finding them to be more accessible and attractive to employees. This shift has helped these companies to attract and retain talent effectively.

Here's a comparison of stock options and RSUs:

RSUs can be better aligned with a company's exit strategy, such as an IPO, making them a more attractive form of equity compensation for employees in a company that is planning to go public or has recently done so.

Examples of

Let's take a closer look at some examples of RSUs in action. Madeline received 1,000 RSUs as part of her job offer, which could be worth up to $10,000 if the company's stock stays at $10 per share.

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The RSUs were put on a five-year vesting schedule, meaning Madeline would receive 200 shares after one year, another 200 shares after the second year, and so on until she acquired all 1,000 shares.

Tesla's chief financial officer, Taneja Vaibhav, received 104,619 restricted stock units that are convertible to common stock. This is a real-world example of how RSUs are used in the industry.

Companies have been switching from stock options to RSUs due to several factors. Here are some key benefits of RSUs:

  • Less dilution: RSUs don't have an exercise price, so the entire FMV of the share is passed on to the employee as a benefit.
  • No exercise cost: Employees don't have to purchase the option at the exercise price to realize any gain, unlike with stock options.
  • Alignment with exit strategy: RSUs can be better aligned with a company's exit strategy, such as an IPO.

Some notable companies that have made the switch from stock options to RSUs include Microsoft and Nike.

Employee and Company Perspective

From an employee's perspective, the choice between RSUs and stock options depends on their risk tolerance and financial goals. RSUs offer the security of knowing they will receive something of value.

As a company, the decision between RSUs and stock options can depend on the stage of growth and financial situation. For instance, startups might lean towards stock options because they don't require a cash outlay until the options are exercised.

Here are some key differences to consider:

  • RSUs provide a guaranteed payout, while stock options require the company's stock price to increase significantly.
  • RSUs are often seen as a more conservative choice, while stock options offer a potentially higher upside.

Employee Perspective

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From an employee's viewpoint, the choice between RSUs and stock options depends on their risk tolerance and financial goals. RSUs offer the security of knowing they will receive something of value, while stock options present a potentially higher upside if the company's stock price increases significantly.

As a general rule, employees who are risk-averse or nearing retirement might prefer RSUs for their predictable value. This is because RSUs guarantee a certain amount of equity, whereas stock options are only worth something if the company's stock price rises.

Employees who are comfortable with risk and have a long-term perspective might prefer stock options, as they offer the potential for higher returns if the company's stock price increases significantly. For example, if a company's stock price doubles, the value of the stock options could also double.

Ultimately, the decision between RSUs and stock options comes down to individual preferences and financial goals.

Companies Switching from Options

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Companies are increasingly favoring RSUs over stock options, and for good reason. Several factors drive this shift, including less dilution and no exercise cost.

RSUs don't have an exercise price, so the entire FMV of the share is passed on to the employee as a benefit. This means companies can meet a target dollar value of employee compensation with a lesser number of RSUs.

No exercise cost is another major advantage of RSUs. Unlike stock options, employees don't have to purchase the option at the exercise price to realize any gain. This can be a significant out-of-pocket expense, especially for employees who may not have the financial means to cover it.

RSUs can also be better aligned with a company's exit strategy. For example, RSUs are typically granted after a private company goes public.

Several companies have made the switch from stock options to RSUs. Here are two prominent examples:

  • Microsoft switched to RSUs after finding them to be simpler and less risky. RSUs are easier for employees to understand as they represent a promise of future shares and do not require any upfront payment.
  • Nike also transitioned from stock options to RSUs, offering employees a choice between the two. RSUs have become a popular choice due to their simplicity and reduced risk.

Other Considerations

As you're considering the employee and company perspective, it's essential to think about the potential impact of remote work on company culture.

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Remote work can lead to feelings of isolation and disconnection among employees, which can negatively impact job satisfaction and productivity.

In some cases, remote work can actually increase employee autonomy and flexibility, leading to higher job satisfaction and reduced turnover rates.

The key is to strike a balance between flexibility and connection, which can be achieved through regular virtual check-ins and team-building activities.

A study found that employees who work from home at least one day a week are 23% more likely to feel connected to their company culture.

On the other hand, some employees may struggle with the lack of structure and accountability that comes with remote work, leading to decreased productivity and motivation.

To mitigate this, companies can establish clear goals and objectives, as well as regular check-ins and performance reviews.

By doing so, companies can ensure that remote work arrangements are beneficial for both employees and the organization as a whole.

Frequently Asked Questions

What does it mean when a stock is restricted?

Restricted stock refers to shares that are subject to certain conditions or restrictions, such as vesting periods or redemption options, before they can be fully owned and traded

Can you cash out restricted stock?

You can cash out restricted stock, but you'll need to wait until the vesting period is complete and a withholding period has been met. Learn more about the steps to take after your RSUs have vested.

What are the disadvantages of restricted stock?

Restricted stock can result in ordinary income taxes when restrictions lapse, rather than capital gains. Additionally, electing early taxation does not prevent shares from being forfeited.

How do restricted stock shares work?

Restricted stock shares are granted in value, not in actual stock, and are only distributed after meeting vesting requirements. Once vested, the company issues shares or their cash equivalent, based on the unit's valuation.

How long do you have to hold restricted stock?

To minimize taxes, you should hold restricted stock for at least one year after the exercise date. Holding shares for this period can qualify you for more favorable long-term capital gains taxes.

Ann Lueilwitz

Senior Assigning Editor

Ann Lueilwitz is a seasoned Assigning Editor with a proven track record of delivering high-quality content to various publications. With a keen eye for detail and a passion for storytelling, Ann has honed her skills in assigning and editing articles that captivate and inform readers. Ann's expertise spans a range of categories, including Financial Market Analysis, where she has developed a deep understanding of global economic trends and their impact on markets.

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