What is Equity Compensation & How It Work?

By hrlineup | 19.04.2024

Equity compensation is a powerful tool used by companies to attract, retain, and incentivize employees. Unlike traditional forms of compensation such as salary and bonuses, equity compensation grants employees ownership stakes in the company. This can take various forms, including stock options, restricted stock units (RSUs), stock appreciation rights (SARs), and employee stock purchase plans (ESPPs).

In this comprehensive guide, we will delve into the various types of equity compensation, how they work, their tax implications, and their impact on both employees and employers.

Types of Equity Compensation

Here are some common types of equity compensation:

1. Stock Options: 

Stock options give employees the right to purchase a certain number of company shares at a fixed price (the exercise price) within a specified period of time. They usually vest over time, meaning employees gain the right to exercise options gradually over a predetermined period, typically four years with a one-year cliff. The hope is that the company’s stock price will rise above the exercise price, allowing the employee to purchase shares at a discount.

2. Restricted Stock Units (RSUs): 

RSUs are actual shares of company stock that are granted to employees, but they usually come with restrictions. These restrictions often include a vesting schedule and performance milestones. Once the restrictions lapse, typically due to the passage of time or achievement of goals, the shares become fully owned by the employee. Unlike stock options, employees do not have to purchase RSUs; they are given the shares outright.

3. Restricted Stock Awards (RSAs): 

Similar to RSUs, RSAs are grants of company stock given to employees, subject to restrictions such as vesting requirements and performance conditions. However, unlike RSUs, employees are typically required to pay the fair market value of the shares at the time of grant (although some companies may provide RSAs at no cost). Once the restrictions expire, the shares become fully owned by the employee.

4. Employee Stock Purchase Plans (ESPPs): 

ESPPs allow employees to purchase company stock at a discounted price, often through payroll deductions. These plans typically offer a set enrollment period during which employees can elect to participate by agreeing to have a portion of their salary withheld to purchase company stock at a predetermined price, which is usually lower than the market price. ESPPs can offer tax advantages and provide employees with an opportunity to share in the company’s success.

5. Performance Shares: 

Performance shares are grants of company stock that are contingent upon the achievement of specific performance goals, such as revenue targets, earnings per share (EPS) growth, or total shareholder return (TSR). If the performance goals are met, employees receive the shares; if not, they may receive fewer shares or none at all. Performance shares align employee incentives with the company’s strategic objectives and performance metrics.

6. Stock Appreciation Rights (SARs): 

SARs are similar to stock options in that they give employees the right to receive a payout based on the appreciation in the company’s stock price over a predetermined period. However, unlike stock options, SARs do not require employees to purchase shares; instead, they receive the equivalent cash value of the appreciation. SARs can be settled in cash, company stock, or a combination of both.

How Equity Compensation Works?

Here’s how equity compensation works:

  • Granting Equity: The process begins with the company granting equity to eligible employees. This can take various forms, including stock options, restricted stock units (RSUs), stock appreciation rights (SARs), or employee stock purchase plans (ESPPs).
  • Vesting Schedule: Equity grants often come with a vesting schedule, which determines when employees have full ownership of the equity. Vesting schedules can be based on time (e.g., four-year vesting with a one-year cliff) or performance milestones.
  • Exercise or Vesting: Depending on the type of equity compensation, employees may need to take action to realize the value of their grants. For stock options and SARs, this typically involves exercising the options by purchasing the company’s stock at a predetermined price (the exercise price). For RSUs, vesting leads to the outright ownership of company stock.
  • Tax Implications: Equity compensation can have tax implications for employees. The timing and nature of taxation vary depending on the type of equity grant and the employee’s individual circumstances. For example, with stock options, taxes are usually due upon exercise, while with RSUs, taxes are typically due upon vesting.
  • Stock Market Performance: The value of equity compensation is tied to the performance of the company’s stock in the public market. Therefore, employees with equity compensation have a vested interest in the company’s success and growth.
  • Liquidity Events: Employees can realize the value of their equity compensation through liquidity events such as an initial public offering (IPO), acquisition, or secondary market sales. These events provide employees with the opportunity to sell their vested shares and convert them into cash.
  • Retention and Incentives: Equity compensation serves as a powerful tool for employee retention and motivation. By offering employees a stake in the company’s success, it incentivizes them to work towards the company’s long-term goals and objectives.
  • Risk and Reward: While equity compensation can offer significant rewards if the company performs well, it also carries risks. If the company’s stock price declines, the value of the equity grants may diminish, and employees may not realize the expected financial benefit.

Impact of Equity Compensation on Employers:

Equity compensation, often in the form of stock options, restricted stock units (RSUs), or other equity-based incentives, can have significant impacts on employers across various aspects of their operations. Here’s a breakdown of some key effects:

  • Attraction and Retention of Talent: Equity compensation serves as a powerful tool for attracting top talent and retaining skilled employees. Prospective employees are often enticed by the potential for financial gains tied to the company’s success. Additionally, existing employees are motivated to stay with the company to realize the value of their equity awards, thus reducing turnover rates.
  • Alignment of Interests: When employees are granted equity in the company, their interests become aligned with those of the shareholders. This alignment can foster a stronger sense of commitment and motivation among employees to work towards the company’s long-term success. Employees may be more inclined to make decisions that benefit the company’s growth and profitability when they have a direct stake in its performance.
  • Employee Engagement and Morale: Equity compensation can enhance employee engagement and morale by making employees feel like true stakeholders in the company’s journey. Knowing that their efforts directly contribute to the value of their equity holdings can boost morale and foster a sense of ownership in the company’s mission and goals.
  • Cost Management: While equity compensation can be a valuable tool for attracting and retaining talent, it also represents a long-term cost for employers. However, unlike cash compensation, equity compensation doesn’t require immediate outlays of cash. Employers can manage their cash flow by offering equity as part of the compensation package, especially in startups or companies with limited resources.
  • Long-Term Focus and Performance: Equity compensation encourages employees to take a long-term view of the company’s performance. Unlike cash bonuses, which provide immediate gratification, equity awards typically vest over time or are tied to specific performance metrics. This structure incentivizes employees to focus on the company’s sustained growth and profitability rather than short-term gains.
  • Risk-sharing: By offering equity compensation, employers can share the risks and rewards of business ownership with employees. This can be particularly beneficial in startups or high-growth companies where cash compensation may be limited, but the potential for substantial future value creation exists.
  • Regulatory Compliance and Reporting: Employers offering equity compensation must navigate complex regulatory requirements and financial reporting obligations. Compliance with accounting standards such as ASC 718 (in the United States) and similar regulations in other jurisdictions requires careful management of equity-related expenses and disclosures in financial statements.
  • Equity Dilution and Shareholder Dilution: Issuing equity to employees can lead to dilution of existing shareholders’ ownership stakes. Employers must carefully consider the impact of equity grants on their capital structure and shareholder interests. Dilution concerns may be mitigated through strategies such as stock buybacks or implementing equity incentive plans with appropriate safeguards.


Equity compensation is a vital component of modern employee compensation packages, offering employees the opportunity to share in the success of the companies they work for. By understanding the various types of equity awards, how they work, and their tax implications, both employees and employers can maximize the benefits of equity compensation while mitigating potential risks. Effective equity compensation plans can help companies attract, retain, and incentivize talent, driving long-term growth and success.