Equity Compensation Series: Restricted Stock Units

07/18/2024 05:28 PM By Mike Halper, CFP®, MPAS®, SE-AWMA®, CDAA, CBDA

This is the next installment of the Equity Compensation Series, covering Restricted Stock Units. If you haven't already, be sure to check out the rest of the series.


Restricted Stock Units (RSUs) are a popular form of equity compensation granted to employees, distinct from restricted stock. While both forms of compensation involve company shares, RSUs do not provide actual shares until vesting conditions are met. This article explores the basics of RSUs, their vesting schedules, taxation, risks, and the importance of comprehensive financial planning.

Basics of Restricted Stock Units (RSUs)

Restricted stock consists of shares granted to employees, typically at no cost or a nominal purchase price, with certain restrictions and conditions. These shares are not fully transferable and may be forfeited if the employee does not meet specified conditions, such as continued employment or performance targets.

Vesting of RSUs

Vesting Schedules

RSUs are subject to vesting schedules, which outline when the employee gains full ownership of the shares. Vesting can be based on time (time-based vesting) or performance (performance-based vesting).

      • Time-Based Vesting: RSUs vest over a predetermined period, such as three to five years, with a portion of the shares becoming fully owned by the employee each year.
      • Performance-Based Vesting: RSUs vest when the employee or company meets specific performance goals, such as achieving revenue targets or other financial metrics.
Cliff and Graded Vesting
      • Cliff Vesting: All RSUs vest at once after a specified period.
      • Graded Vesting: RSUs vest incrementally over time.

Taxation of RSUs

Ordinary Income Tax

Upon vesting, the fair market value of the shares is treated as ordinary income and is subject to income tax and payroll taxes. The amount included in taxable income is based on the stock’s value on the vesting date.

Capital Gains Tax

Any subsequent appreciation in the stock’s value after vesting is subject to capital gains tax upon sale. If the shares are held for more than one year after vesting, they qualify for long-term capital gains tax rates, which are generally lower than short-term rates.

Risks Involved with RSUs

Stock Price Volatility

One of the primary risks associated with RSUs is stock price volatility. If the company’s stock price declines, the value of the RSUs decreases, potentially impacting the employee’s compensation and financial plans.

Forfeiture Risk

RSUs may be forfeited if the employee does not meet the vesting conditions, such as leaving the company before the vesting period ends or failing to meet performance goals.

Tax Liability

The tax liability at vesting can be significant, especially if the stock price has appreciated substantially. Employees need to ensure they have sufficient liquidity to cover the tax bill.

Importance of Proper Financial Planning

Financial Planning

Proper financial planning is crucial when dealing with RSUs. Employees should consider their overall financial situation, goals, and risk tolerance. Working with a financial advisor can help create a plan that integrates RSUs into their broader financial strategy.

Investment Planning

Diversification is essential to manage the risk of holding a significant portion of wealth in company stock. Employees should consider selling a portion of their vested shares and reinvesting the proceeds into a diversified portfolio to mitigate concentration risk.

Tax Planning

Effective tax planning can help minimize the tax impact of RSUs. Employees should evaluate the benefits and risks of holding the shares post-vesting versus selling them immediately. Understanding the timing of sales and the impact on capital gains taxes is crucial.

Estate Planning

RSUs can be a valuable part of an employee’s estate. Proper estate planning ensures that these assets are distributed according to the employee’s wishes and can help minimize estate taxes. Employees should work with an estate planning attorney to integrate RSUs into their estate plans.

Handling the Complexities of Restricted Stock Units

Restricted Stock Units (RSUs) offer significant potential rewards but come with complexities and risks that require careful planning. Understanding the basics, vesting schedules, taxation, and risks of RSUs is essential for employees to make informed decisions. Comprehensive financial, investment, tax, and estate planning can help employees maximize the benefits of RSUs and achieve their financial goals. Consulting with financial and legal professionals can provide personalized guidance tailored to individual circumstances and objectives.

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This content is developed from sources believed to be providing accurate information. The information in this material is not intended as investment, tax, or legal advice. It may not be used for the purpose of avoiding any federal tax penalties. Please consult legal or tax professionals for specific information regarding your individual situation. The opinions expressed and material provided are for general information, and should not be considered a solicitation for the purchase or sale of any security. Digital assets and cryptocurrencies are highly volatile and could present an increased risk to an investors portfolio. The future of digital assets and cryptocurrencies is uncertain and highly speculative and should be considered only by investors willing and able to take on the risk and potentially endure substantial loss. Nothing in this content is to be considered advice to purchase or invest in digital assets or cryptocurrencies.





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