What Is a Stock Award and How Does It Work?
Understand stock awards, a key part of modern compensation. Learn how equity compensation works and how to manage your grants.
Understand stock awards, a key part of modern compensation. Learn how equity compensation works and how to manage your grants.
A stock award represents a form of equity compensation, granting employees company ownership. Companies use them to align employee and shareholder financial interests, fostering shared success. This compensation integrates into packages, incentivizing long-term commitment and performance. Stock awards encourage employee contribution to growth and profitability, offering potential financial benefit as company value increases. They also conserve cash by providing non-cash compensation.
Common stock awards have distinct mechanisms, helping companies offer ownership stakes and incentivize employees.
Restricted Stock Units (RSUs) promise future delivery of company shares or cash equivalent, provided conditions are met. Vesting occurs over a set period (time-based) or upon achieving performance milestones. Once vested, RSUs’ fair market value is ordinary income, with a portion of shares withheld for taxes.
Stock Options provide the right, but not the obligation, to purchase company stock at a predetermined price (strike or exercise price) within a timeframe. An option’s value depends on the share price relative to the strike price. It is “in the money” if the market price is higher than the strike price, indicating profit; conversely, it is “out of the money” if the market price is below the strike price, meaning exercising results in a loss.
There are two primary types of stock options: Non-Qualified Stock Options (NQSOs) and Incentive Stock Options (ISOs). NQSOs are taxed as ordinary income at exercise on the difference between shares’ fair market value and the exercise price, with companies withholding taxes (including Medicare and Social Security).
ISOs offer favorable tax treatment, with no regular federal income tax at exercise. However, the difference between exercise price and fair market value for ISOs may be subject to the Alternative Minimum Tax (AMT). To qualify for long-term capital gains rates upon sale, ISOs require holding shares for at least one year after exercise and two years from the grant date.
Employee Stock Purchase Plans (ESPPs) enable employees to buy company stock at a discount through payroll deductions. Employees enroll and choose a contribution (typically 1% to 15% of their paycheck). Contributions accumulate over a defined offering period (three to six months). Funds then purchase company stock on the employee’s behalf, often at a discount of up to 15% off the market price, as allowed by IRS Code Section 423. Some ESPPs feature a “look back” provision, allowing the purchase price to be based on the lower of the stock’s price at the beginning or end of the offering period, maximizing the discount.
Restricted Stock Awards (RSAs) grant company shares upfront, unlike RSUs which promise future shares. Shares are granted immediately but are subject to restrictions, commonly a vesting schedule. If an employee leaves before vesting, unvested shares are typically forfeited or repurchased. RSAs differ from RSUs as the employee often gains shareholder rights, such as voting rights, from the grant date, even before vesting. For tax purposes, recipients might make a Section 83(b) election, paying ordinary income tax on shares’ fair market value at grant, rather than at vesting.
Stock awards progress through defined stages, from initial allocation to full ownership. Understanding these stages clarifies equity compensation’s lifecycle, with each step involving conditions that must be met before the award matures.
The “grant date” marks a stock award’s official beginning, when the company formally approves and issues it. The grant document specifies award type, number of shares or options, and conditions for full earning. While granted, it does not imply immediate ownership or the ability to sell shares.
“Vesting” is when an employee gains full ownership or the right to exercise their stock award. Until vesting, the award is not transferable and may be forfeited if employment ends. These schedules can be time-based (requiring continued employment for a period) or performance-based (contingent on achieving goals).
Two common vesting schedules are “cliff vesting” and “graded vesting.” Cliff vesting means an employee gains full ownership of the entire award at once after a specified period (e.g., one to four years). If employment ceases before this “cliff” date, no portion vests. Graded vesting allows an employee to gain ownership incrementally over time, with portions vesting at regular intervals (e.g., 25% each year over four years). This provides gradual ownership accumulation, reducing the risk of losing the grant if employment ends early.
The final stage, “exercise” or “settlement,” depends on the award type. For stock options, “exercise” is purchasing shares at the predetermined strike price, converting the right to purchase into actual share ownership, typically requiring payment.
For RSUs, “settlement” is when the company delivers shares (or cash equivalent) after vesting. Shares become fully owned and are usually deposited into a brokerage account. A taxable event occurs at exercise for options or at settlement for RSUs, though tax implications vary by award type.
Managing stock awards requires understanding their terms and utilizing resources to track progress. Staying informed about each award’s specifics maximizes its value, involving proactive engagement with company information and platforms.
Review all relevant plan documents, including your award agreement and the company’s stock plan. These documents contain details like the grant date, number of units or options granted, vesting schedule, and any expiration dates. Understanding these terms is foundational to knowing when and how your awards will mature, and they also outline company policies affecting your ability to sell or transfer shares.
Most companies provide online portals (e.g., Fidelity, Schwab, or ETRADE) for employees to access and monitor stock awards. Familiarize yourself with these platforms; they display award status, track vesting progress, and provide access to documents. These portals serve as central hubs for managing equity compensation and often estimate the value of vested and unvested awards.
Track key information for each stock award. This includes the original grant date, total units or options awarded, remaining unvested amounts, and the vesting schedule. For stock options, noting the strike price and expiration date is important, as options typically expire five to ten years after grant date if not exercised. Monitoring this information helps in planning future actions.
Be aware of company policies and major corporate events impacting your stock awards. Changes like mergers, acquisitions, or stock splits can affect award terms or value. Companies usually communicate these impacts through official channels, so staying attentive to announcements is advisable. Understanding these changes helps anticipate how corporate actions might influence your equity compensation.