RSUs as Inducement Grants: Tips for Startup Talent Acquisition‍

Casey Fenton

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February 20, 2024

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In the modern-day talent market, companies are constantly searching for ways to attract and retain top performers. While various equity options exist, 78% of large US companies utilize Restricted Stock Units (RSUs), and according to the 2023 Deloitte Equity Plan Survey, a whopping 57% of employees prefer RSUs over stock options as part of their compensation package. But why are RSUs gaining such traction as an inducement grant tool?

Perhaps understanding the unique advantages of RSUs for attracting top talent can offer you valuable insights to leverage this strategy in your recruitment efforts.

Can Inducement Grants Be Different from the Company's Equity Compensation Package?

Yes, inducement grants can certainly be different from your company's overall equity compensation package. Here's how:

1. Targeted Allocation

You can create a dedicated pool of shares exclusively for inducement grants, separate from the standard employee stock option plan (ESOP) or other equity programs. This allows you to offer more competitive terms or faster vesting schedules to attract top talent without impacting the long-term structure and dilution of your existing employees.

2. Tailored Vesting

Inducement grants can have vesting schedules specifically designed for the targeted talent segment. For example, you might offer faster vesting for key executives joining at critical stages of growth or slower vesting with performance hurdles for mid-level hires.

3. Performance-Based Grants

Unlike your standard equity plan, you can structure inducement grants with performance-based vesting cliffs or milestones. This aligns the granted equity with specific achievements, ensuring the talent contributes significantly to the company's success before receiving full ownership.

4. Grant Type Flexibility

While your overall equity plan might favor options or other instruments, inducement grants can leverage RSUs for their simplicity and immediate ownership appeal, especially for early-stage startups where options might hold less value.

Stock Options vs. RSUs: Which One is Right for Inducement Grant?

When recruiting for top talent, the choice between stock options and RSUs for your inducement grants requires careful consideration. Both offer ownership but cater to different preferences and incentivize distinct behaviors. Understanding their strengths and weaknesses is necessary for making the optimal choice.

Stock options hold the potential for significant gains if the stock price skyrockets, but their value hinges on uncertain future performance. Employees need to invest to exercise them, creating a potential financial hurdle. While they encourage long-term commitment, the lack of immediate ownership might not resonate as strongly with all talent.

On the other hand, RSUs offer simplicity and clarity. Employees receive a fixed number of shares that vest over time, granting immediate ownership and fostering a stronger sense of belonging. Their lack of upfront cost makes them attractive to talent who might not have significant capital. 

Ultimately, the best choice depends on your specific goals and target talent. Consider factors like the stage of your company, the level of risk tolerance among potential hires, and the desired behavioral outcomes. Offering both options, tailoring them to specific roles, or using a hybrid approach with performance-based vesting can further maximize the effectiveness of your inducement grants.

Why RSUs Are Ideal for Inducement Grants?

While both stock options and RSUs have their place, several compelling factors make RSUs particularly well-suited for inducement grants:

✔ Lower Upfront Cost & Frictionless Participation

Unlike options, RSUs don't require employees to invest their own money upfront. This removes a potential barrier to participation, especially for early-career talent or those facing financial constraints.

✔ Transparency & Simplicity

The clear allocation of a fixed number of shares vesting over time makes RSUs easier to understand than options with exercise prices and future uncertainties. This transparency builds trust and allows talent to accurately assess the value proposition.

✔ Immediate Ownership & Stronger Alignment

Upon vesting, employees receive actual shares, not just the right to buy them. This fosters a stronger sense of ownership and aligns their interests with the company's success from the outset, promoting retention and engagement.

✔ Flexibility in Tailoring Vesting

You can design vesting schedules specific to different talent segments. Faster vesting for key executives who join at significant stages or performance-based vesting for mid-level hires incentivizes desired behaviors and aligns reward with contributions,

✔ Tax Benefits in Some Cases

RSUs offer certain tax advantages for employees compared to options, further enhancing their perceived value and financial attractiveness, especially for those with longer vesting periods.

Understanding Dilution from Inducement Grants

The promise of ownership attracts talent, but every granted share dilutes existing shareholders' ownership percentage. Inducement grants, while valuable tools, raise concerns about potential dilution, especially if not managed strategically.

Here's why dilution from inducement grants requires careful consideration:

1. Every Share Counts

Each share granted through inducement programs reduces the proportional ownership of existing shareholders. While individual grants might seem small, their cumulative effect can be significant, especially for smaller companies or those with limited authorized shares.

2. Transparency and Communication

Dilution raises concerns among existing shareholders. Being transparent about the impact of inducement grants, their rationale, and the number of shares allocated builds trust and fosters understanding.

3. Specified Allocation

Limiting the pool of shares dedicated to inducement grants helps control dilution. Allocating a specific percentage of authorized shares or setting a fixed number ensures grants don't disproportionately impact the overall equity structure.

4. Performance-Based Vesting

Tying vesting to measurable performance metrics aligns granted shares with company success. If talent doesn't achieve the defined goals, shares aren't granted, minimizing unnecessary dilution.

5. Limited Term and Turnover

Inducement grants are typically designed for specific roles and have defined vesting schedules. By focusing on key hires and ensuring turnover doesn't lead to excessive unvested shares, you can manage dilution over time.

6. Long-Term Value Creation

While dilution is a concern, successful talent acquisition can drive significant long-term value creation through growth, increased revenue, and market share expansion. This potential upside needs to be balanced against the immediate dilution impact.

Designing RSUs for Inducement Grants

Now that you understand the advantages of RSUs for inducement grants and the potential dilution concerns, here’s how you can start crafting them strategically:

1. Target the Right Talent

Identify key roles and experience levels where RSUs offer the most value proposition. Consider offering them alongside other incentives like bonuses or salary increases for a comprehensive package.

2. Tailor Vesting Schedules

Design schedules aligned with your company's growth stages and talent retention goals. Offer faster vesting for best hires but consider performance-based vesting for mid-level roles to incentivize specific achievements.

3. Communicate Clearly and Regularly

Be transparent about the number of shares allocated, vesting schedules, and dilution impact on existing shareholders. Regular communication builds trust and fosters understanding.

4. Leverage Performance Metrics

Tie vesting to measurable performance metrics like revenue targets, customer acquisition goals, or product development milestones. This ensures shares are earned through meaningful contributions and minimizes unnecessary dilution.

5. Set Clear Grant Terms

Clearly define the number of shares granted, vesting schedules, and any performance-based conditions in writing. This avoids confusion and ensures everyone is on the same page.

6. Consider Share Pool Management

Allocate a specific percentage of authorized shares or set a fixed number for inducement grants. Consider using a separate pool from your main employee stock option plan (ESOP) to maintain control over dilution.

7. Monitor and Adjust

Regularly monitor the impact of your inducement grant program on dilution and adjust parameters as needed. This might involve adjusting the number of shares granted, vesting schedules, or performance metrics.

8. Seek Professional Advice

Consult with legal and financial professionals to ensure your RSU program complies with all regulations and aligns with your company's overall equity strategy.

Is This Your Sign to Consider Offering Inducement Grants?

Attracting the best requires offering compelling value propositions. RSUs, with their simplicity, immediate ownership appeal, and flexibility, shine as powerful tools for inducement grants. Hence, understanding their advantages, addressing potential dilution concerns, and strategically crafting your program are keys to unlocking their potential to fuel your company's growth with the right individuals who share your vision for success. 

Indeed, the talent you attract today shapes the future you build tomorrow. Make your inducement grants count.

Should you need a more visualized perspective on RSUs as inducement grants, chat with Upstock today or book a demo to see how they can be done for your business.

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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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