RSA RSU Entitlement to Dividends: Maximizing Returns for Shareholders

Casey Fenton

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September 7, 2023

Since the onset of modern business practices, attracting and retaining talented employees has been a paramount objective for old and young companies seeking sustainable growth and success. To accomplish this, employers often turn to an equity-based compensation package as a powerful tool to incentivize and reward their workforce. Among the array of options available, Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs) have emerged as popular choices. These programs not only offer employees a stake in the company's ownership but also provide a unique opportunity for them to participate in the dividends generated by their employer.

In this comprehensive article, we will delve into the intricacies of RSA and RSU entitlement to dividends, exploring their definitions, functionality, benefits, tax implications, and why RSUs are often considered superior to other forms of equity compensation. So, let's unravel the context of RSA and RSU entitlement to dividends and its significance for holders of these restricted stocks.

What are RSAs and RSUs?

Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs) are two prevalent forms of equity compensation employed by employers to reward and motivate their employees. Let's take a closer look at each of these two stock bonus structures:

Restricted Stock Awards (RSAs)

A restricted stock award RSA grants employees actual shares of company stock, subject to specific restrictions and conditions. These awards are often used to recognize exceptional performance, incentivize long-term commitment, and align employee interests with the company's success. 

When employees receive RSAs, they become shareholders and gain voting rights, allowing them to participate in key corporate decisions. The enticement of RSAs lies in the promise of ownership and the potential for financial gains as the company's stock price appreciates.

Restricted Stock Units (RSUs)

On the other hand, Restricted Stock Units (RSUs) represent units that symbolize a predetermined number of shares an employee will receive at a future date, contingent upon meeting specified vesting conditions such as achieving performance milestones or time-based conditions. 

RSUs provide a compelling alternative to RSAs, particularly for young companies or those with limited liquidity. While RSUs do not grant immediate ownership or voting rights, they offer employees the opportunity to share in the company's success once the units vest. At the time of vesting, RSUs are converted into actual shares of company stock, allowing employees to reap the benefits of ownership, including entitlement to dividends.

By distinguishing between RSAs and RSUs, employers can tailor their equity compensation strategies to best suit their objectives and align with the needs and aspirations of their workforce. RSAs grant immediate ownership and voting rights, while RSUs provide a path to ownership and dividend entitlement upon vesting.

How RSA RSU Entitlement to Dividends Work

With Restricted Stock Award (RSA)

When an employee receives RSA, they become a shareholder and are entitled to receive dividends, just like any other shareholder. Dividends, which are typically disbursed from the company's profits, are allocated proportionally to the number of RSA shares the employee owns. These dividends can be disbursed in the form of cash or additional shares, depending on the company's dividend policy.

With Restricted Stock Unit (RSU)

With RSUs, the scenario is slightly different. As RSUs do not represent actual shares until they vest, employees do not possess voting rights or direct ownership until that point. Consequently, their entitlement to dividends varies as well. When dividends are declared by the company, they are usually not paid to employees holding unvested RSUs. Instead, the dividends are typically accrued and disbursed to the employee once the RSUs vest.

Comparing RSA and RSU Entitlement to Dividends

1. Timing of Ownership

With restricted stock awards RSAs, employees become immediate shareholders and are entitled to dividends from the day of the grant. In contrast, restricted stock units RSUs necessitate a predetermined vesting period before employees attain ownership and subsequent entitlement to dividends. The specifics of the vesting schedule can vary depending on the company's internal policies.

2. Income Taxes and Other Tax Implications

The tax treatment of RSAs and RSUs differ significantly. For RSAs, the Internal Revenue Service (IRS) advises that employees may opt to file an 83 b election of the Internal Revenue Code, which is a tax election that permits them to pay ordinary income tax upfront based on the fair market value of the shares at the grant date. This tax election can prove advantageous if the stock appreciates significantly, as any future capital gain will be taxed as capital gains.

Regarding RSUs, employees do not have the option to make an 83 b election since they do not receive actual shares at the time of grant. Instead of this tax election, RSUs are subject to ordinary income tax on the vesting date, based on the fair market value of the shares on that specific date. Any future capital gain is then subjected to capital gains or losses, depending on when the shares are eventually sold.

Benefits of RSA and RSU Entitlement to Dividends

1. Tangible Value and Alignment

Both RSAs and RSUs provide employees with a tangible stake in the company's success. The entitlement to dividends enhances this alignment by allowing employees to directly benefit from the company's financial performance. This tangible value and alignment foster a sense of ownership and motivation among employees.

2. Future Wealth Accumulation

By participating in RSA and RSU entitlement to dividends, employees have the opportunity to accumulate wealth over time. Dividends received can be reinvested or used to achieve personal financial goals, offering a steady income stream and potential for a future capital gain.

3. Incentivizing Long-Term Commitment

RSAs and RSUs typically incorporate a vesting period, incentivizing employees to remain with the company for a certain duration. This fosters loyalty, reduces turnover rates, and rewards long-term commitment.

4. Reduced Financial Risk

Employees holding RSAs or RSUs can benefit from the company's success without bearing the initial purchase cost. This allows them to enjoy potential future gains without assuming the risk associated with the company's performance during its early stages.

When Does the Entitlement to Dividends Begin?

For RSAs, the entitlement to dividends commences immediately upon the grant of shares to the employee. From that moment, they begin receiving dividends according to the company's prescribed distribution schedule.

With RSUs, the entitlement to dividends initiates on the vesting date of the RSUs. Once this milestone is reached, the employee becomes the rightful owner of the shares and is eligible to receive dividends moving forward.

When Is an Employee NOT Entitled to Dividends?

In the case of restricted stock awards RSAs, employees are entitled to dividends as long as they retain ownership of the shares. However, certain circumstances, such as a company's bankruptcy or liquidation, may lead to the suspension or limitation of dividend payments.

Regarding restricted stock units RSUs, employees are not entitled to dividends until the shares vest. If an employee leaves the company before the RSUs vest, they forfeit any claim to future dividends.

Considerations for Employers Granting Restricted Stock Awards (RSAs) and Restricted Stock Units (RSUs)

1. Financial Implications

Employers must carefully assess the financial implications of granting RSAs or RSUs, including the potential dilution of existing shares, accounting expenses, and the cost of dividend payments.

2. Vesting Conditions

Employers must thoughtfully design the vesting schedule and conditions for RSAs and RSUs. This includes determining the duration of the vesting period, outlining performance milestones, and establishing any additional criteria that must be met before the shares can vest.

3. Communication and Education

Employers should provide clear and comprehensive communication to employees regarding RSA and RSU entitlement to dividends. This includes educating employees about the potential tax consequences, dividend payment policies, and the benefits associated with participation.

Considerations for RSA and RSU Holders

1. Tax Planning

RSA and RSU holders should seek guidance from financial advisors to comprehend the tax liabilities of dividends and potential capital gains tax. This includes evaluating the optimal timing for selling shares and considering tax-efficient strategies to minimize the overall tax burden and even a future tax bill.

2. Diversification

It is prudent for employees to diversify their investment portfolios to mitigate risk. Relying solely on company stock exposes individuals to significant financial vulnerability if the share price or the company's stock price declines.

3. Long-Term Financial Planning

RSA and RSU holders should integrate their entitlement to dividends into their long-term financial plans. This encompasses setting specific financial goals, managing cash flows effectively, and considering investment strategies that align with their risk tolerance and time horizon.

Tax Implications for Employers and Employees

Ordinary Income Tax

Both RSAs and RSUs are subject to ordinary income tax when they vest or when the shares are received. The taxable income for employees includes the fair market value of the shares on the vesting or grant date, respectively. 

As an RSU holder, you may owe taxes on the fair market value of the vested shares, even if you haven't sold them. It's crucial to be prepared for potential tax liabilities and plan accordingly to ensure you have the funds available to fulfill your tax obligations.

Capital Gains Tax

Any future capital gain from RSAs or RSUs, after the establishment of the tax basis, is subject to capital gains tax. The applicable capital gains tax rate depends on the holding period of the shares and the individual's income tax bracket.

Paying Income Taxes

When RSAs or RSUs vest, you may be required to pay income taxes on the grant valued from the shares received. This taxable gain is determined by the fair market value of the shares on the vesting or grant date, depending on the type of award. It's important to note that you must report this income and fulfill your obligation to pay taxes to the relevant tax authorities.

Restrictions Lapse and Employees' Interest

When the restrictions lapse or the RSAs and RSUs vest, employees gain a vested interest in the shares. At this point, it becomes crucial to understand how restricted stock works and the implications for tax obligations.

Taxes on RSA Shares

For RSAs, the taxable gain occurs upon vesting when the restrictions lapse. As an RSA holder, you are responsible for paying taxes on the grant valued from the shares received, as determined by the fair market value on the vesting date.

Company Repurchase and Tax Obligations

In some cases, there may be a company repurchase provision in RSAs, allowing them to repurchase the shares if certain conditions are not met. It's important to consider the potential tax consequences if the company exercises its repurchase right, as you may still pay taxes on the original taxable gain.

Comparison to Stock Options Dividends Entitlement

RSAs and RSUs differ from stock options in terms of dividend entitlement. While RSAs and RSUs entitle the holders to dividends, stock options do not. Stock options provide the right, but not the obligation, to purchase company stock at a predetermined purchase price or strike price within a specified period. Therefore, stock options do not generate dividends but offer the potential for capital gains if the stock price rises above the strike price.

Why RSUs are the Best for Entitlement to Dividends

RSUs offer several advantages over RSAs and stock-based options when it comes to entitlement to dividends:

1. Clear Timing of Dividend Entitlement

RSUs offer a distinct advantage when it comes to dividend entitlement due to their clear timing structure. Dividends are typically accrued and paid out upon vesting, ensuring that only vested shares receive dividends. This eliminates the complexities associated with tracking dividends received over the lifespan of an RSA and avoids potential complications arising from unvested RSA shares and forfeitures.

2. Alignment of Ownership and Dividend Receipt

RSUs align the ownership of shares with the entitlement to dividends. Upon vesting, RSUs are converted into actual shares, granting employees full ownership rights. This synchronization ensures that employees receive dividends only for the shares they truly own, strengthening the link between performance and reward.

3. Flexibility for Tax Planning

RSUs offer greater flexibility in terms of tax planning compared to RSAs. Upon vesting, employees can choose to sell a portion of their vested shares to cover their tax obligations, while retaining the remaining shares for potential future capital gain. This flexibility allows employees to manage their tax liabilities more efficiently and optimize their overall financial position.

4. Simplicity in Administration

From an employer's perspective, RSUs often simplify the administration of dividend payments. The timing of dividend disbursement is aligned with the vesting schedule, reducing the administrative burden associated with tracking dividends for multiple RSA grants. This streamlines internal processes and ensures a more efficient dividend distribution schedule and system.

5. Strategic Retention Tool

The structure of RSUs, with their vesting period and subsequent dividend entitlement, acts as a powerful retention tool for employers. RSUs incentivize employees to remain with the company until the shares vest, fostering loyalty and reducing turnover rates. This stability and continuity can contribute to long-term success and employee satisfaction.

Employers seeking to maximize the benefits of dividend participation in their equity compensation package often choose RSUs as the preferred option for rewarding and motivating their employees.

Knowledge is Power for Optimum Financial Gains

RSA and RSU entitlement to dividends forms a vital component of equity-based compensation programs, enabling employees to share in the company's success. Both provide tangible benefits, align employee interests with company goals, and offer opportunities for wealth accumulation. 

Understanding the differences between RSAs and RSUs, the timing of entitlement to dividends, and the associated tax consequences is crucial for employers and employees alike. By carefully considering the considerations and benefits outlined in this article, employers can design effective equity compensation plans, while employees can make informed decisions to optimize their financial well-being with the help of financial advisors today.

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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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