5 Shocking Facts About RSUs You Didn't Know‍

Casey Fenton

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December 7, 2023

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Picture this: Alex, a dedicated employee at a booming tech company, eagerly anticipates the vesting of his RSUs. He's planned his finances around them, envisioning a comfortable future. But on the vesting day, he's blindsided by unexpected tax liabilities from his short work stint overseas, realizes he has no say in pivotal company decisions, and discovers he can't use Section 83(b) to his tax advantage. Alex's missteps arise from not fully understanding the intricacies of RSUs.

Being well-versed in the lesser-known facts about RSUs can prevent such surprises. A comprehensive grasp allows employees to strategize wisely, optimizing both benefits and potential pitfalls. Dive in with us as we uncover these crucial yet often overlooked details of RSUs.

1. Flexibility Over Dividend Rights with RSUs

One of the unique features of Restricted Stock Units (RSUs) is their adaptability, particularly when it comes to dividend rights. At a basic level, RSUs represent a commitment to deliver shares at a future date, and these unvested units do not directly entitle the holder to dividends since they don't own actual shares yet. However, companies have found innovative ways to provide value to RSU holders in relation to dividends. Here’s how:

  • Dividend Equivalents: Many companies provide what's known as "dividend equivalents" for RSU holders. With this structure, for every RSU an employee holds, they may receive an amount equal to the dividend paid on an actual share. This essentially mimics the value an employee would receive if they held the actual stock. The dividend equivalents might be paid in cash or reinvested to purchase additional RSUs. The specifics can vary based on company policy and the terms of the RSU grant.

  • Compounding Value: When dividend equivalents are reinvested to purchase more RSUs, it can lead to a compounding effect. This can significantly enhance the overall value of an employee's RSU package over time, especially if the company's stock is on an upward trajectory and consistently pays dividends.

  • Timing and Payment: It's important to note that not all companies offer dividend equivalents for their RSUs. And among those that do, the timing and method of payment can vary. Some companies might pay out dividend equivalents as soon as the actual stock dividends are distributed, while others might accrue them and pay out when the RSUs vest.

  • Tax Implications: Just as with actual dividends, dividend equivalents are typically considered taxable income. The tax treatment can differ based on when and how they are paid. If they are paid out immediately, they might be subject to taxes at the time of payment. If they're accrued and paid out upon vesting of the RSUs, they may be taxed at that later date. Employees should consult with a tax professional to understand the implications specific to their situation.

  • Strategic Benefits: From a company's perspective, offering dividend equivalents can be a strategic move. It serves as an additional incentive for employees, aligning their interests even more closely with shareholders. Moreover, it can be an attractive feature for prospective talent, making the company's compensation package more competitive in the marketplace.

2. Ownership Without a Voice

When you're awarded RSUs, you're essentially receiving a promise that you'll get company stock in the future. However, there's a twist: until these units vest and you receive the actual shares, you don’t technically own any stock. What this means for employees is that they don't have voting rights associated with those shares. So, even if you have a significant number of RSUs, you won't have a say in company matters that require shareholder voting until those units vest and convert into actual shares.

While this might initially seem like a minor inconvenience, the implications can be profound, especially in companies where major decisions are put to a shareholder vote. It means that as an RSU holder, you won’t have a say in matters such as mergers, acquisitions, or other pivotal strategic moves that could significantly impact the company's future and, subsequently, the value of your shares once they vest. 

This lack of voting rights emphasizes the provisional nature of RSUs, highlighting a distinct difference from actual stock ownership. For employees, it underscores the importance of understanding the nuances of their equity compensation and staying informed about company developments and shareholder decisions, even if they can’t directly participate in the voting process. Balancing the potential financial gains from RSUs with the absence of voting power is crucial in managing expectations and optimizing the benefits from this form of compensation.

3. A Tax Web Spanning Continents

Globalization has allowed professionals to work across borders, leading to unique financial implications. If you're one of the many employees working in multiple countries during the vesting period of your RSUs, you might be in for a surprise at tax time. Depending on the tax treaties and laws of the countries you've worked in, you might owe taxes in multiple jurisdictions based on the time spent in each. It's crucial to consult with tax professionals familiar with international taxation to navigate this intricate web

This intricate international tax situation is a reflection of the complexities that arise when personal careers intersect with global business operations. The more globalized our world becomes, the more these scenarios will emerge. So what that this mean for you as an employee?

  • Pro-Rata Taxation: In many cases, countries will tax RSUs based on the time you spent working there during the vesting period. This means that if you spent half of your vesting period in one country and half in another, you might owe taxes in both countries on a pro-rata basis.

  • Double Taxation Risk: Without proper planning and awareness, there's a potential risk of double taxation – where you could end up paying tax in two countries on the same income. However, many countries have tax treaties in place to prevent this, but it's vital to be aware and take necessary precautions.

  • Tracking and Reporting: Maintaining accurate records of your work locations and durations is paramount. This is not just for tax purposes but also for potential audits or verifications. With the rise of remote work and flexible job locations, accounting and keeping track have become even more essential.

  • Currency Fluctuations: Another factor to consider is the currency exchange rates. If you owe taxes in a foreign country, the amount you pay might be affected by the fluctuating currency values, adding another layer of complexity to your tax calculations.

  • Importance of Expertise: Given the intricate nature of international taxation, it's not advisable to navigate these waters alone. Engaging with tax professionals who have specific expertise in the international taxation of RSUs can save you from costly mistakes and ensure compliance with all relevant tax regulations.

4. Performance-Linked Acceleration

Some companies offer performance-based vesting conditions in addition to, or instead of, the standard time-based vesting schedule. This means that if the employee or the company as a whole reaches certain predetermined performance goals, the RSUs may vest faster. This can be an encouraging factor for employees, motivating high performance and aligning personal success with company success. For long-time employees, it can also act as a rejuvenating factor, adding a fresh and dynamic element to the compensation structure, and encouraging continuous innovation and effort.

5. Philanthropic Opportunities through RSUs

Another lesser-known yet positive aspect of RSUs is their potential role in philanthropy. Some employees might not be aware that, just like shares, vested RSUs can be donated to charitable organizations. This allows employees to contribute to societal and communal well-being while possibly obtaining tax benefits. This can be particularly appealing to long-time employees looking for meaningful ways to utilize their accumulated wealth, creating opportunities for social impact and personal fulfillment through thoughtful giving.

Other Lesser-Known Facts about RSUs

While we've delved deep into some critical RSU aspects, there are more facets of RSUs worth exploring. Here are a few additional lesser-known facts:

1. Section 83(b) Election Doesn't Apply

A popular tax strategy for certain types of stock awards is the Section 83(b) election, which allows employees to pay taxes on the fair market value of restricted stock at the time of grant rather than at vesting. Unfortunately, this provision doesn't apply to RSUs. It's a small but crucial detail that can have significant tax implications, especially if the stock's value rises significantly between the grant and vesting dates.

2. Post-termination Vesting

One might assume that quitting a company or getting terminated means any unvested RSUs are automatically forfeited. However, it's not always so black and white. Depending on your company's RSU plan and specific agreements, there might be scenarios where RSUs can continue to vest even after you've left the job. It's always essential to review the terms of your RSU grants or consult HR to understand the exact conditions in case of termination or when you decide to resign.

3. Transferability Restrictions

While you might think of transferring RSUs as a way to diversify your portfolio, many RSU agreements come with transferability restrictions. Typically, RSUs are not transferable until they vest, and even then, there might be further restrictions on who you can transfer them to, like family members or trusts.

4. Expiration Dates

Although RSUs generally vest over time and then convert to shares, there might be situations where vested RSUs have an expiration date. If they aren't exercised (or sold) before this date, they might expire worthless. This isn't common for all RSU plans but is found in some specific arrangements.

5. Integration with Retirement Plans

In a bid to provide enhanced benefits, some companies allow employees to tie their RSUs with their retirement plans. This can mean that RSUs can be directed into retirement accounts, providing tax advantages and aiding long-term financial planning.

Knowledge is Power in the RSU Compensation Game

Navigating the intricate landscape of RSUs can be likened to exploring a hidden treasure map—the more you understand its nuances, the richer the rewards you can unearth. 

RSUs are more than just a line item on an employee benefits sheet; they're a testament to a company's investment in its people and its future. By diving deep into the lesser-known facets of RSUs, employees not only empower themselves with knowledge but also position themselves to make the most of every opportunity that comes their way. Indeed, staying informed, proactive, and engaged ensures you're not just a passive recipient but an active participant in your financial journey.

Want to uncover more about RSUs and how you can optimize your gains? Feel free to browse Upstock’s blog or check out the learning materials here for the comparative summary of RSUs, stock options, and Restricted Stock Awards (RSAs).

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ABOUT THE AUTHOR

Casey Fenton

Founder, Upstock & Couchsurfing, AI and Equity Innovator

Casey Fenton, the founder of Upstock & Couchsurfing and an AI and equity innovator, has revolutionized how we perceive and implement equity in the workplace. His foresight in creating platforms that not only connect people but also align their interests towards communal and corporate prosperity has established him as a pivotal figure in technology and community building. Casey speaks worldwide on topics including ownership mindset, worker equity, With Upstock and Couchsurfing, he has demonstrated an unparalleled expertise in harnessing technology for the betterment of community interaction and organizational benefits.

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