How to Model the Ideal RSU Compensation Plan: A Guide for Startups and Businesses‍

Casey Fenton

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November 15, 2023

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Think about Facebook in its early days. Before it became the social media giant it is today, Facebook used Restricted Stock Units (RSUs) to attract and retain the brightest minds in tech. By doing so, not only did they build a committed workforce, but they also made many of their employees millionaires during the company's IPO. RSUs played a critical role in Facebook's growth story, aligning employee incentives with the long-term success of the company.

In the fast-paced startup world where cash is often tight, RSUs have become a go-to tool for attracting, motivating, and retaining top talent. However, creating the ideal RSU plan is not a straightforward task. It requires strategic planning, a clear understanding of tax implications, and thoughtful communication. In this comprehensive guide, you can learn how to model the perfect RSU compensation plan for your startup or business. It will you understand the basics of RSUs, setting your objectives, determining eligibility and allocation, managing liquidity events, and more.

Understanding the Basics of RSUs

Before you start doling out RSUs, make sure you understand what they are. Restricted Stock Units are a form of company equity that doesn't become "yours" until they vest. Unlike stock options, there's no upfront cost to receive them, but they're also not worth anything until the vesting period expires.

Key Takeaways:

  • RSUs are not shares; they are promises to grant you shares or the cash equivalent at a future date.

  • Unlike stock options, RSUs have no exercise price.

Setting Clear Objectives for Your RSU Plan

When it comes to designing an RSU plan, defining your objectives isn't just the first step—it's arguably the most important one. Without a clearly articulated goal, your plan can easily turn into a jumbled mess, causing more harm than good. You need a North Star to guide your decisions, from vesting schedules to tax implications. So, what kinds of objectives might you consider?

1. Aligning Objectives with Corporate Strategy

Are you gearing up for rapid growth, focusing on long-term stability, or targeting an acquisition within the next couple of years? Your RSU plan can serve as a strategic tool to support these ambitions.

2. Types of Objectives

  • Employee Retention: If turnover is costing you valuable time and resources, use your RSU plan as a retention tool. Structure the vesting schedule to incentivize long-term commitment.

  • Performance Incentives: If you want to boost productivity or reach aggressive milestones, link RSU grants to performance metrics, such as revenue targets or customer acquisition rates.

  • Talent Attraction: In competitive job markets, RSUs can be a deal-breaker for potential hires. Tailor your RSU package to be competitive but sustainable, balancing immediate attractiveness with long-term fiscal responsibility.

3. Balancing Multiple Objectives

More often than not, you'll have multiple objectives. It’s tempting to think that your RSU plan can be a catch-all solution, but beware of spreading the incentives too thinly. Balance is key. If one objective is about retaining veteran employees while another focuses on incentivizing new recruits, how will you ensure that the plan serves both these groups effectively without causing internal friction?

4. Conducting a SWOT Analysis

Perform a SWOT (Strengths, Weaknesses, Opportunities, Threats) analysis specifically for your RSU plan. This can help you identify where the plan can be most effective (Strengths), where it could fall short (Weaknesses), how it can give you a competitive edge (Opportunities), and what external conditions could affect its efficacy (Threats).

5. Regular Reviews and Adjustments

Objectives may evolve as your startup grows and the market landscape changes. Schedule regular reviews of your RSU plan’s objectives and make adjustments as needed. Just like any other aspect of your business, your RSU plan should be dynamic, and capable of adapting to new challenges and opportunities.

Determining Eligibility and Allocation

You've laid the groundwork by establishing your objectives; now, it's time to get into the specifics. Determining who is eligible for RSUs and how much they'll receive is a complex but critical part of your RSU plan. Get this wrong, and you risk creating a system that could be seen as unfair or non-inclusive, damaging employee morale and your company culture.

Who is Eligible?

Firstly, determine which roles within the company are eligible for RSU grants. You can opt for an all-inclusive approach, where every employee is eligible, or a more exclusive model targeting only key or senior positions.

  • Broad Eligibility: Making all employees eligible, regardless of their role, fosters a sense of ownership across the company. However, this approach can dilute the equity pool and may not significantly incentivize high-performing individuals.

  • Targeted Eligibility: Restricting eligibility to specific roles or departments can make the RSU grants more meaningful for those receiving them, thereby maximizing their motivational impact. However, this could also risk alienating other employees who feel left out.

Structuring the Allocation

Once you've determined eligibility, the next step is to decide on the allocation strategy. Different roles and responsibilities often warrant different allocations. The challenge is to strike a balance between fairness and incentive.

  • Flat-Rate Allocation: Under this approach, every eligible employee receives the same number of RSUs. While simple and fair, it doesn’t account for differences in job roles, performance, or tenure.

  • Tiered Allocation: Here, RSU grants are structured in tiers based on role or seniority. While this is more complex to manage, it allows for a more nuanced incentive structure.

  • Performance-Based Allocation: Tying RSU grants to performance metrics can be an excellent way to incentivize key behaviors and outcomes. However, this requires a robust performance measurement system.

Implementing an Equity Pool

An equity pool, usually comprising 10-20% of total shares, offers a structured way to manage your RSU grants. By doing so, you ensure that there's a fixed, planned dilution of shares that aligns with your company's long-term valuation goals. This pool serves as your "budget" for all equity-based compensation, including RSUs.

Timing and Frequency

How often will RSU grants be made? Will they coincide with performance reviews, or will they be event-driven, triggered by milestones such as funding rounds or product launches? Establish a clear calendar for RSU grants to ensure both consistency and timeliness.

Regulatory and Legal Considerations

Different jurisdictions have their own rules and regulations governing equity-based compensation. Consult your legal team to ensure that your eligibility and allocation plans are in compliance with local, state, and federal laws.

Vesting Schedules: How and When

The vesting schedule is more than just a timeline. It's the heartbeat of your RSU plan, defining when and how your employees will actually acquire ownership of their shares. A well-designed vesting schedule not only keeps employees engaged but also ensures that your business goals are met with a fully committed team. Here's what you need to consider:

1. Understanding Vesting Basics

Vesting refers to the process by which an employee earns the right to own the RSUs over a specified period. Until the RSUs vest, they are essentially an IOU from the company to the employee.

2. Types of Vesting Schedules

  • Cliff Vesting: Under this schedule, an employee must stay with the company for a specific period (e.g., one year) before any RSUs vest. After this cliff, the entire batch of RSUs vests at once.

  • Graded Vesting: With graded vesting, a certain percentage of RSUs vest incrementally over a set period, often annually, semi-annually, or even monthly.

  • Performance-Based Vesting: Here, RSUs vest upon the achievement of specific company or individual performance milestones. This aligns employee motivation directly with company objectives.

3. Crafting Your Own Schedule

The "one-size-fits-all" approach rarely works well in equity compensation. Tailor your vesting schedule to align closely with your previously established objectives. If retention is your main aim, cliff vesting may make sense. If you want to reward ongoing performance, graded or performance-based vesting could be more appropriate.

4. Vesting Acceleration Clauses

Also known as "double-trigger" clauses, these provisions allow for the accelerated vesting of RSUs under specific conditions, such as a company sale or acquisition. They protect employees from losing their unvested RSUs if the company undergoes a significant structural change.

5. The Role of Taxation

Taxation is a significant consideration when crafting a vesting schedule. In most jurisdictions, the vesting event is a taxable event. Employees will likely have to pay income tax on the value of the vested RSUs. Understanding these implications can help you structure a schedule that minimizes tax burdens for your employees while adhering to local tax laws.

6. Transparency and Communication

A vesting schedule is only effective if it’s understood. Once you've decided on a vesting schedule, communicate it clearly to your employees. This includes providing a written agreement but also taking the time to walk employees through the schedule and its implications.

Managing RSU Liquidity Events

A liquidity event is a turning point, not just for your startup but also for your RSU plan. It's the moment when paper wealth turns into actual cash or tradable shares. While it's a time of excitement, it's also fraught with complexities. Properly managing RSU liquidity events is necessary to ensure that employees benefit as intended and that the company meets all regulatory requirements. Here are key factors to consider:

1. What Constitutes a Liquidity Event

A liquidity event is a transaction that allows the owners of illiquid assets, like RSUs, to cash in their holdings. In the startup context, this typically includes:

  • Initial Public Offering (IPO): When your company goes public, shares can be publicly traded, providing an avenue for RSU holders to sell their shares.

  • Mergers and Acquisitions (M&A): If your company is acquired or merges with another company, RSU holders may receive cash or shares of the acquiring company, depending on the terms of the deal.

  • Secondary Market Sales: In some cases, private companies facilitate the sale of shares to outside investors, providing liquidity for RSU holders without an IPO or M&A.

2. Preparing for the Event

Preparation is key to a smooth liquidity event. Educate employees on what the event means for their RSUs and what actions they'll need to take. Consider hosting informational sessions or providing detailed guides to walk employees through the process.

3. The Role of Lock-Up Periods

In many liquidity events, especially IPOs, there’s often a "lock-up" period during which employees can't sell their shares. This is usually to prevent a sudden flood of shares onto the market, which could depress the share price. Make sure your employees understand the length and terms of any lock-up periods.

4. Tax Implications

Liquidity events also have tax consequences. In many jurisdictions, converting RSUs into actual shares or cash triggers a taxable event. Consult with tax advisors to develop strategies that minimize the tax burden for both the company and employees.

5. Legal and Regulatory Compliance

Each type of liquidity event has its own regulatory considerations. For instance, during an IPO, stringent SEC regulations come into play. In the case of M&As, antitrust laws might be a consideration. Always consult with legal experts to ensure you're in full compliance with all relevant laws and regulations.

6. Transparency

Transparency is important before, during, and after a liquidity event. Clear, timely communication can prevent misunderstandings and foster a sense of inclusiveness. Update your employees as much as possible, providing them with any new information that could affect their RSUs.

7. Post-Event Re-evaluation

After the dust has settled, it's a good time to re-evaluate your RSU plan in light of the new corporate circumstances. Whether you’ve gone public, been acquired, or facilitated a secondary sale, the landscape has changed, and your RSU plan should adapt accordingly.

Tax Implications: Know the Laws

RSUs are subject to taxes, both when they vest and when they are sold. Failure to handle the tax aspect correctly can lead to severe financial and legal repercussions for both the employee and the employer.

Key Tax Considerations for RSUs

  • Withholding Taxes: Employers are generally required to withhold taxes when RSUs vest.

  • Capital Gains: When an employee eventually sells the shares, they’ll be subject to capital gains tax.

  • 83(b) Election: Although this generally applies to actual stock, be aware that some tax implications could benefit both the company and the employee.

Communication and Transparency

If your employees don't understand the value or mechanics of their RSU grants, even the most well-designed plan can fail to achieve its objectives. Here’s how to get it right:

1. The Importance of Clear Language

First and foremost, avoid jargon. While terms like "vesting," "liquidity event," or "equity pool" might be second nature to you, they could be alien to others, especially those new to equity-based compensation. Use clear, accessible language to explain these concepts, ensuring that every employee understands what’s at stake.

2. Timing is Everything

When it comes to communicating about RSUs, timing can be just as important as the message itself. Consider the following key times to communicate:

  • At Onboarding: Job seekers and new hires should be educated about RSU benefits as part of their orientation process.

  • Before Liquidity Events: Well before an IPO or acquisition, hold informational sessions to outline what employees can expect.

  • During Performance Reviews: This is a good time to discuss any changes in RSU grants based on performance.

  • Regular Updates: Periodic newsletters or Q&A sessions can keep employees informed about general company performance, which indirectly affects the value of their RSUs.

3. Informational Resources

Support your verbal and written communications with comprehensive resources:

  • FAQ Sheets: Create a list of Frequently Asked Questions and their answers about the RSU plan. For instance, Upstock.io, an RSU compensation platform designed for outsourcing equity compensation management, has created not only a handful of blog articles for its learning resources but has similarly developed an FAQ page that answers all of the questions you could possibly ask to understand RSUs.

  • Webinars and Workshops: These platforms offer a more interactive way to explain complex subjects and answer queries in real time.

  • One-on-One Consultations: Some questions or concerns may be too specific or personal to address in group settings. Offering individual consultations can go a long way in alleviating these concerns.

4. Role of Leadership

Transparency should start at the top. Leadership involvement in the communication process not only lends credibility but also emphasizes the importance of the RSU plan within the company culture.

5. Regulatory Considerations

Always ensure that your communications are consistent with regulatory guidelines. Particularly in the run-up to significant corporate events like an IPO, the information disseminated must adhere to legal standards to avoid issues like insider trading.

6. Measuring Effectiveness

Finally, the communication process should be iterative. Use employee surveys or direct feedback to measure the effectiveness of your communication strategies and make adjustments as needed.

Can You Now Draft a Good RSU Compensation Plan?

Taking a structured approach that includes setting clear objectives, determining eligibility carefully, and thinking through vesting and tax implications can help you create a plan that serves both your company’s and your employees' best interests. Also, transparency is key. The more openly you can discuss the RSU plan with your team, the more trust you’ll build, which, in the end, is the most valuable asset of all.

Alternatively, you may simply outsource the designing of your RSU compensation plans through Upstock. With its flexible plan features and documents backed by a top-tier legal team, you can rest assured that your employees get the best rewards for their hard work. Book a demo today to see its RSU plans in action.

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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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