Understanding the RSA RSU Settlement: A Comprehensive Guide

Casey Fenton

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September 7, 2023

As an employer, you understand the importance of attracting and retaining top talent. That's where restricted stock awards (RSAs) and restricted stock units (RSUs) come into play. These two stock bonus structures offer a compelling way to incentivize employees and align their interests with the success of your company. But navigating the complex landscape of RSA and RSU settlements can be a daunting task.

But don’t fret. In this comprehensive guide, we'll delve into the intricacies of RSA and RSU settlements, providing you with a clear understanding of how restricted stock works and the implications they hold for both you and your employees.

So whether you're a seasoned employer looking to optimize your equity compensation package or a curious newcomer eager to learn more, this article will equip you with the knowledge and insights you need to navigate the settlement issues of restricted stocks and unlock the potential of these valuable equity-based compensation tools.

What is the Restricted Stock Award?

Restricted stock awards (RSAs) represent a form of equity compensation where employees are granted shares of their company's stock subject to certain restrictions. These restrictions typically include a vesting schedule, which outlines the period over which employees must satisfy specific conditions to gain ownership of the awarded shares of company stock. A restricted stock award RSA provides tangible value to employees as they hold actual shares of the company's stock with voting rights and the potential for capital gains.

How Restricted Stock Awards (RSAs) are Settled

RSA settlements occur when the awarded shares’ restrictions lapse, granting employees full stock ownership. The settlement process can take different forms depending on the company's rules. Once the vesting conditions are met, employees may choose to receive the RSA shares either as physical shares or a cash equivalent based on the fair market value (FMV) at the time of settlement.

It's important to note that RSA settlements trigger tax liabilities for employees. At the time of settlement, employees are required to pay ordinary income tax upfront on the value of the vested shares. The FMV of the RSA shares on the settlement date is considered taxable income, subject to the ordinary income tax rates. The employee's tax obligations are typically withheld by the employer, who reports the income on the employee's Form W-2.

What is a Restricted Stock Unit?

Restricted stock units (RSUs) are another type of equity compensation, representing a promise to deliver a specified number of shares to employees at a future date. Unlike RSAs, restricted stock units RSUs do not grant immediate ownership of the underlying shares. Instead, they are "units" that convert into actual shares upon the satisfaction of vesting conditions.

How Restricted Stock Units (RSUs) are Settled

RSU settlements occur when the vesting conditions are met and the RSUs convert into actual shares. Similar to RSAs, the settlement process can take different forms based on the company's plan rules. Once the RSUs vest, employees may receive the shares as physical shares or a cash equivalent, similar to RSA settlements.

Unlike RSAs, restricted stock unit RSU settlements do not trigger tax liabilities at the time of settlement. Instead, employees owe ordinary income tax on the fair market value of the settled RSUs when they receive the shares or cash equivalent. 

The fair market value on the settlement date is considered taxable income subject to ordinary income tax rates. The employer typically withholds the required taxes and reports the income on the employee's Form W-2.

Comparison between RSA RSU Settlement and Stock Options or Common Stock

When it comes to settlement methods, RSAs and RSUs differ from stock options and common stock in significant ways. Stock options give employees the right, but not the obligation, to purchase shares of company stock at a predetermined purchase price or strike price within a specified period. Meanwhile, the latter represents actual ownership shares in a company.

One key distinction lies in the tax implications of these different equity-based compensation types. 

Ordinary Income Tax

With RSAs and RSUs, employees pay ordinary income tax immediately at the time of settlement based on the fair market value of the shares. 

Capital Gains Tax

In contrast, stock options and common stock may trigger taxable events when employees exercise their options or sell their shares, respectively. The taxable gain in these cases is subject to a capital gains tax rate, which can be lower than ordinary income tax rates, especially for long-term capital gains.

The timing of taxation also varies between RSAs/RSUs and stock options or common stock. RSAs and RSUs require employees to pay income taxes on the value of the settled shares at the time of settlement. On the other hand, stock options and common stock generally involve paying taxes when employees exercise the options or sell the shares.

Furthermore, vesting schedules differ between these stock compensation types. RSAs and RSUs typically have predetermined vesting periods during which employees must satisfy specific conditions to receive stock ownership. Stock options and common stock may have vesting schedules, but the timing is more closely tied to exercising the options or selling the shares.

When to Determine the Settlement for RSAs and RSUs 

Determining the settlement for RSAs and RSUs is critical to ensure accurate tax reporting and compliance. The settlement date is typically the date when the shares’ restrictions lapse and employees become entitled to the ownership of the shares. The fair market value of the shares on the settlement date is used to calculate the taxable income for employees.

Distinction Between Vesting, Grant Date, and Settlement Date

When it comes to RSA and RSU grants, it's important to understand that the vesting date and grant date are not synonymous with the settlement date. Each of these dates represents a distinct phase in the life cycle of equity compensation. Let's break down these terms to gain a clearer understanding:

Grant Date

The grant date is the initial point in time when the employer issues the RSAs or RSUs to the employee. It marks the official grant or award of equity-based compensation. The grant date is significant because it establishes the number of shares awarded and the terms and conditions of the grant, including the vesting schedule and any performance criteria that must be met. However, the grant date itself does not trigger any immediate tax consequences or ownership rights for the employee.

Vesting Date

The vesting date is the pivotal milestone within the equity compensation plan. It represents the date at which the employee fulfills the predetermined conditions necessary to vest in the awarded shares. These conditions may include a specified length of employment, the achievement of performance goals, or the satisfaction of other milestones outlined in the vesting schedule. It's important to note that while vesting grants the employee the right to the shares, they may still be subject to certain restrictions, such as transferability limitations.

Settlement Date

The settlement date is the point in time when the restrictions on the shares awarded through RSAs or RSUs lapse, and the employee gains full ownership and control over the shares. It is the date when the vested shares are officially distributed to the employee. At the settlement date, the employee may receive the shares physically or in the form of cash, depending on the company's plan rules.

It's crucial to understand that the vesting and grant date precedes the settlement date. The former marks the completion of the vesting period, where the employee meets the specified conditions to become entitled to the shares. The settlement date, on the other hand, is the culmination of the equity compensation journey, where the employee receives the shares or their equivalent in cash.

Considerations for Employers

Employers need to carefully consider several factors when implementing restricted stock awards RSAs and restricted stock units RSU settlement processes. Firstly, they must define clear vesting conditions and vesting schedules that align with their business goals and employee retention strategies. The vesting period can vary, ranging from a few months to several years, and can be based on time-based milestones, performance goals, or a combination of both.

Additionally, employers should be mindful of the potential impact of RSAs and RSUs on their financial statements. These equity compensation instruments may require accounting treatment and could affect the company's earnings per share, dilution, and overall financial performance.

Furthermore, employers should communicate the settlement process and tax implications clearly to employees to avoid any confusion or surprises. Educating employees about the tax consequences and the benefits of making informed decisions, such as filing an 83(b) election, can help them navigate the settlement process effectively.

The Section 83 b Election

Employees receiving RSAs may have the option to make an 83 b election. This election allows them to include the grant valued at the FMV of the shares on the grant date in their taxable income upfront. By doing so, they can potentially reduce the future taxable gain if the stock appreciates. However, filing a Section 83 b election means you have to pay taxes on the grant value upfront, even if the shares are not yet vested.

If an employee sells the RSA or RSU shares after settlement, any subsequent appreciation in value may be subject to capital gains tax. The taxable gain is the difference between the sale price and the grant valued at the time of vesting or settlement, depending on the specific circumstances. The tax rate on capital gain depends on various factors, including the holding period and the employee's income level.

Owed Taxes: It's important for employees to be aware that they may owe taxes on RSA and RSU settlements, which are generally their responsibility. Employers often do not withhold taxes directly, and employees may need to make estimated tax payments or adjust their withholding to cover their tax obligations.

The Role of Distribution Schedules

The distribution schedule plays a crucial role in the settlement of RSAs and RSUs, especially when it comes to unvested shares. In the event of a distribution or liquidation event such as a merger, acquisition, or IPO, the treatment of unvested RSA shares and unvested RSU shares can vary.

In some cases, unvested RSA shares may be subject to accelerated vesting or become fully vested upon a distribution event. This allows employees to participate in the benefits of the event based on the terms established by the company.

For unvested RSU shares, the distribution schedule determines when employees become eligible to receive the shares or their equivalent in cash. In some cases, the distribution may be accelerated based on specific triggers outlined in the company's plan rules or the terms of the distribution event.

Implications for Employees

Employees should be aware of the tax liabilities associated with RSA and RSU settlements to effectively plan for their financial obligations. Paying ordinary income tax immediately on the value of the settled shares can have a significant impact on cash flow. Employees should budget accordingly to ensure they have sufficient funds to cover their tax obligations. Consulting with financial advisors or tax professionals can provide valuable insights and help employees make informed decisions.

Furthermore, employees need to consider the potential for capital gains when they eventually sell their vested shares of restricted stock. If the share price appreciates after settlement, employees may owe capital gains tax on the taxable gain. Understanding the capital gains tax rate and timing strategies can help employees minimize their future tax bill on their restricted stock.

Financial Planning for RSA and RSU Settlement

Proper financial planning is crucial for employees who anticipate restricted stock awards RSAs and restricted stock units RSU settlements. Here are a few key strategies to consider:

1. Budgeting

Create a budget that accounts for the ordinary income tax upfront and set aside funds to cover the tax obligations.

2. Tax Planning

Understand the tax consequences of RSA and RSU settlements, including the potential for capital gains tax. Consider strategies such as tax-loss harvesting or tax-efficient investment strategies to minimize overall tax liabilities.

3. Diversification

Once shares vest, consider diversifying investments to reduce concentration risk. Selling a portion of the vested shares can provide liquidity and help balance the portfolio.

4. Long-Term Planning

Consider the potential long-term impact of RSA and RSU settlements on overall financial goals. Evaluate retirement plans, investment strategies, and estate planning to ensure a comprehensive approach.

‘Don’t Settle’ with Rigid Equity Compensation Systems!

RSA and RSU settlements play a vital role in equity compensation, offering employers a means to align employees interest with company success while providing attractive incentives. Understanding the intricacies of these settlement methods is crucial for employers and employees to navigate the tax consequences and optimize financial outcomes.

By comprehending the differences between RSAs/RSUs and stock options or common stock, employers can design an effective equity-based compensation package that aligns with their business objectives. Simultaneously, employees can plan for tax liabilities, consider potential capital gains, and make informed financial decisions to maximize the benefits of RSA and RSU settlements. Seeking guidance from financial advisors and tax professionals can provide valuable insights and ensure a well-rounded approach to financial planning in the context of settlements for these restricted stocks.

Remember, proper planning and knowledge are key to making the most of RSAs and RSUs, both for employers looking to attract and retain talent and for employees seeking to participate in the company's growth.

On the same note, if you’re convinced that RSU is the way to go for your employee equity plans, look no further. Here at Upstock, we design equity plans that are flexible and transparent, plus all the things you’ll need to effectively manage them in a centralized way. Book a demo with us to see how we do it.

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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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