Restricted Stock Awards: A Guide to Pros and Cons

Casey Fenton

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September 7, 2023

Picture this: you receive a job offer that not only promises a fulfilling career but also the opportunity to become a co-owner of the company. How is this possible? Through the enticing world of restricted stock awards (RSAs). RSAs give you actual shares of the company's stock, providing a tangible stake in its success. 

However, these awards come with restrictions and considerations that require careful understanding. To help you navigate this complex equity landscape, we made a comprehensive guide to RSAs. In this article, we'll explore RSAs as equity compensation, unveil their pros and cons, shed light on their taxation and regulatory compliance, and even compare them to their counterpart, restricted stock units (RSUs).

What is a Restricted Stock Award (RSA)?

In essence, a restricted stock award is a unique and tangible form of equity compensation bestowed upon employees by their employers. It is a testament to an employee's value and dedication to the organization. Rather than mere promises or financial jargon, RSAs grant individuals a direct ownership stake in the company, allowing them to become true stakeholders in its success.

Now, you may wonder, why the term "restricted"? Well, while employees receive shares of company stock through RSAs, these shares come with a set of conditions and restrictions. It's as if the door to ownership is slightly ajar, with certain requirements to be met before gaining complete control over the awarded shares.

Evolution of the Restricted Stock Awards as Equity Compensation

The roots of restricted stock awards (RSAs) can be traced back to the mid-20th century when companies sought ways to create a stronger sense of ownership among their employees.

Stock options were the prevailing form of equity-based compensation at the time, granting employees the right to purchase company stock at a predetermined price. However, as businesses evolved, the limitations of stock options became apparent. Companies recognized the need for a more direct and tangible form of stock-based compensation that would deepen the connection between employees and the organization.

It was this recognition that led to the emergence of RSAs. Unlike stock options, which granted the right to purchase shares, RSAs offered employees actual shares of company stock right from the start. However, these shares came with restrictions and conditions. 

The rationale behind these restrictions was twofold. Firstly, they aimed to ensure that employees remained with the company for a certain period, fostering loyalty and commitment. Secondly, the restrictions protected the company from potential adverse outcomes in case an employee left the organization prematurely.

A significant milestone in the evolution of RSAs was the introduction of vesting schedules. These schedules established a predetermined timeline or milestones that employees had to meet for the restrictions on their shares to gradually lift. Vesting schedules were designed to incentivize long-term commitment and performance, encouraging employees to stay with the company and contribute to its growth over time.

Pros of Restricted Stock Awards

Restricted stock awards (RSAs) offer a range of benefits for both employees and employers, making them an attractive form of stock-based compensation. Let's explore the advantages of RSAs to see why they are preferred by some companies.

1. Tangible Ownership

With RSAs, employees receive actual shares of company stock, providing them with a tangible ownership stake. This ownership not only aligns their interests with the organization but also instills a sense of pride and commitment. Unlike stock options or restricted stock units (RSUs), RSAs grant employees direct ownership from the award date, allowing them to participate in the company's future gains.

2. Potential Tax Benefits

RSAs may offer a favorable tax treatment compared to other forms of equity compensation. Upon the vesting of restricted stock, employees typically owe ordinary income tax on the fair market value of the shares at the time of vesting. However, if employees make an 83 b election within 30 days of receiving the award, they can choose to pay income taxes on the issuance date's fair market value instead. This can be advantageous if the stock value appreciates over time, as subsequent gains may be taxed at the lower long term capital gains rate.

3. Retention and Motivation

RSAs serve as a powerful retention tool. The vesting schedule attached to these awards encourages employees to remain with the company for the long term to fully benefit from the shares. This extended commitment fosters loyalty and motivation, as employees have a vested interest in the company's success. 

Moreover, RSAs also incentivize performance and productivity, as employees understand that their efforts directly impact the value of their stock-based compensation.

4. Shareholder Alignment

By granting the restricted stock award, companies create a direct link between employees and shareholders. This alignment of interests enhances a sense of ownership and encourages employees to think and act like shareholders, focusing on long-term value creation. As employees become shareholders, they develop a deeper understanding of the company's strategic goals and are more likely to make decisions in the organization's best interest.

5. Flexibility in Equity Ownership

The restricted stock award allows employees to enjoy the benefits of stock ownership, such as dividends and voting rights, even during the vesting period. This provides a sense of involvement and participation in key company decisions, further reinforcing their commitment to the organization's success.

Cons of Restricted Stock Awards 

While restricted stock awards (RSAs) offer numerous advantages, it's important to consider the potential drawbacks associated with this form of stock-based compensation. Let's explore some of the cons of a restricted stock award to help you make informed decisions.

1. Immediate Tax Implications

Upon the vesting of the restricted stock award, employees are generally required to pay ordinary income tax on the fair market value of the shares at the time of vesting. This can result in significant tax liability, particularly if the stock price has appreciated substantially since the issuance date. Employees may need to set aside funds to fulfill their tax obligations, which can impact their immediate cash flow.

2. Market Volatility Risk

The value of restricted stock awards is tied to the company's stock price. Fluctuations in the stock market can affect the value of the shares, potentially resulting in a decrease in their worth. If the stock price drops significantly, employees may experience a decline in the value of their restricted stock awards, which can be discouraging and impact their overall compensation.

3. Lack of Liquidity

Unlike other forms of equity-based compensation, such as stock options or RSUs, RSAs lack liquidity. Employees cannot immediately sell their restricted stock awards upon vesting to realize the value. Employees may need to hold onto the shares for an extended period before they can sell them, which can limit their ability to convert the equity into cash when needed.

4. Potential Tax Risk

If employees choose to hold onto the shares after they vest and the stock price continues to appreciate, any gains may be subject to capital gains tax upon sale. This tax liability depends on the individual's tax bracket and the length of time the shares were held. It's essential for employees to consult with a tax advisor to understand the potential tax implications of their shares withheld.

5. Limited Control Over Timing

Employees have little control over the timing of when their restricted stock awards vest. The vesting schedule is predetermined and typically spans multiple years. This lack of control may restrict employees' ability to take advantage of potential investment opportunities or make financial decisions aligned with their personal circumstances.

Comparison with Restricted Stock Units (RSUs)

Restricted stock awards (RSAs) and restricted stock units (RSUs) are both forms of stock-based compensation that provide employees with a stake in the company. While they share certain characteristics, there are notable differences between the two. Let's examine how RSAs and RSUs compare in key aspects:

1. Nature of Grant

RSAs: Employees receive actual shares of company stock upon issuance, subject to specific restrictions and conditions.

RSUs: Employees receive a promise to receive shares in the future, typically upon vesting, but do not own the shares outright until they are delivered.

2. Vesting and Restrictions

RSAs: The shares in RSAs are subject to a vesting schedule, during which they remain restricted. As employees meet the vesting requirements, the restrictions lapse gradually, granting them full ownership rights.

RSUs: RSUs also have a vesting schedule, but they are not subject to the same restrictions as RSAs. Instead, RSUs are settled in shares or cash equivalents at the end of the vesting timeframe.

3. Tax Treatment

RSAs: Upon the vesting of RSAs, employees typically owe taxes as ordinary income tax on the fair market value of the shares at the time of vesting. They have the option to make a Section 83 b election within 30 days of receiving the award to pay income tax return on the award date's fair market value instead.

RSUs: For RSUs, the taxable event occurs at the time of settlement, which is typically when the RSUs convert into shares or cash equivalents. Employees owe ordinary income tax on the fair market value of the shares or cash received at that time.

4. Dividends and Voting Rights

RSAs: Since employees own the actual shares from the award date, they are entitled to receive dividends and exercise voting rights, even during the vesting period.

RSUs: Employees do not own the shares until the RSUs are settled, so they do not receive dividends or voting rights until that point.

5. Stock Price Risk

RSAs: Employees bear the risk of share price fluctuations from the award date until the shares vest fully. If the share price drops, the value of the RSAs may decrease.

RSUs: Since RSUs are settled at the end of the vesting timeframe, employees are shielded from the impact of stock value fluctuations during the vesting period.

6. Conversion to Cash

RSAs: Employees generally cannot convert RSAs to cash until the shares fully vest, unless there are specific provisions in the company's plan rules.

RSUs: RSUs are typically settled in cash equivalents at the end of the vesting period, providing employees with immediate liquidity.

Tax Treatment and Regulatory Compliance of Restricted Stock Awards

To navigate the complexities of taxation and regulatory compliance associated with restricted stock awards RSAs, it is essential to be well-informed and seek advice from a qualified tax professional. Upon receiving restricted stock, employees are generally not required to pay ordinary income tax. 

However, at the time of vesting, the fair market value of the shares becomes taxable income, subject to an ordinary income tax rate. Companies may have a tax withholding obligation to cover these tax liabilities.

To mitigate the tax burden, employees can make a Section 83 b election under the Internal Revenue Code. By filing this election with the appropriate regulatory agencies, individuals can choose to pay ordinary income tax based on the stock's fair market value at the grant date rather than at the vesting date. This strategy can be advantageous if the stock value is expected to rise over time.

Why Restricted Stock Unit (RSU) Might be a Better Option 

While restricted stock awards RSAs have their merits, restricted stock units RSUs are often seen as a better option for stock-based compensation due to several reasons:

1. Simplicity

RSUs are straightforward and easier to understand compared to the complexities associated with RSAs, including tax conditions and vesting schedules.

2. Cash Equivalent

RSUs offer a cash equivalent, meaning employees receive the fair market value of company stock in cash upon vesting. This provides greater liquidity and flexibility for individuals who prefer immediate cash instead of owning company shares.

3. Reduced Risk

With RSUs, employees do not own company stock until the units vest, eliminating the risk of holding depreciated shares during the vesting period.

Bottomline

As you explore the realm of equity compensation, it's essential to weigh the pros and cons of RSAs. These awards provide direct ownership in the company and offer the potential to pay capital gains tax. However, they also come with tax implications, potential risks, and limited liquidity. 

When considering alternatives, restricted stock units (RSUs) emerge as a simpler and more flexible option, offering to pay cash equivalents and reduced risk. Make sure to consult a tax advisor and familiarize yourself with your company's plan rules to make informed decisions about stock-based compensation that align with the employees’ financial goals and aspirations. 

Converting RSAs to RSUs Without the Hassle

While restricted stock awards (RSAs) offer certain advantages, there are instances where converting them into other equity plans, such as restricted stock units (RSUs), can be advantageous for employees. The flexibility and customization of RSUs, enhanced retention, and motivation, reduced immediate tax burden, market fluctuations mitigation, streamlined administration, alignment with company goals, and increased liquidity options make RSUs an attractive alternative to RSAs in certain circumstances.

This is why at Upstock, we offer the conversion of stock options and RSAs into RSUs for easier equity plan management that is more rewarding than traditional ways of deploying company shares. If you’re interested in how we do it, send us a message here for a consultation.

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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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