How Dynamic RSUs Work: Splitting Equity for Startups and Early-Stage Companies‍

How Dynamic RSUs Work: Splitting Equity for Startups and Early-Stage Companies‍

August 30, 2023

How Dynamic RSUs Work: Splitting Equity for Startups and Early-Stage Companies‍

Remember the infamous case of Snapchat, where ousted co-founder Reggie Brown found himself embroiled in a legal battle over a disputed 20% stake in the company? 

The public spat wasn't just a lesson in friendship gone awry; it served as a high-stakes cautionary tale about how fixed equity splits can lead to corporate headaches if not disasters. Settlements reached behind closed doors often come after draining emotional and financial resources, putting unnecessary strain on a fledgling company.

Stories like this should make you wonder: is there a smarter, more adaptive way to allocate equity that can prevent such pitfalls? Enter dynamic Restricted Stock Units (RSUs). Unlike traditional equity splits that are set in stone, dynamic RSUs offer a flexible model that evolves with your company's changing needs and the contributions of its stakeholders. 

You're not just dividing the pie; you're ensuring that everyone gets a slice that reflects their real value. Read on because you’re about to explore how dynamic RSUs could revolutionize your approach to equity distribution.

What is Equity Splitting?

Equity splitting is the process of distributing ownership stakes in a company among co-founders, early employees, investors, and sometimes advisors. These ownership stakes can take various forms, including stock options, shares, or RSUs. The primary goal is to ensure that all key stakeholders have a vested interest in the company's success.

In a startup ecosystem, this isn't just a simple division of shares. Equity is often tied to key performance indicators, vesting schedules, and milestones that align with company growth. To make informed decisions, you'll need to understand the different models of equity distribution available.

Traditional Models of Equity Distribution

When it comes to splitting equity, the traditional models might seem straightforward, but each comes with its own set of challenges and limitations. Typically, equity distribution falls into one of these categories:

1. Fixed Splits

At the inception of the company, you, along with other founders, decide on a fixed percentage of equity for each stakeholder. This could be a 50-50 split between co-founders or a more complex division that includes early employees and advisors.

The main advantage of this approach is its simplicity. The stakeholders know exactly what their ownership stake is right from the beginning. However, the fixed model lacks flexibility. It doesn’t account for the evolving roles and contributions of team members, leaving room for potential discord. For example, if a co-founder departs or underperforms, you're left with an inequitable and often irreversible situation.

2. Stock Options

Employees are given the option to purchase a set number of shares at a predetermined price, usually tied to a vesting schedule that might last 4-5 years with a 1-year cliff.

Stock options can incentivize long-term commitment. Employees will have to stay with the company to fully realize the benefits of their options. Unfortunately, stock options can be complex to manage and administer. Tax implications vary, and if the company's stock price falls below the option price, the options can become worthless.

3. Phantom Stocks

Phantom stocks are not real shares but rather promise the holder a cash payment equivalent to the value of a share, often upon reaching specific milestones or timelines.

Phantom stocks avoid the dilution of ownership and are straightforward in terms of taxation. However, since they are not actual shares, phantom stocks don't offer voting rights or dividends, making them less appealing to those who want a genuine ownership stake in the company.

Each of these traditional models has its limitations, especially when it comes to adapting to the unpredictable dynamics of a startup or early-stage company. That's why the innovation of dynamic RSUs can be a game-changer for companies looking to make equity distribution both fair and flexible.

What Does It Mean By Dynamic RSUs?

If you've been in the startup world for even a short period, you’ve likely heard terms like "vesting," "equity pool," and "stock options" thrown around like confetti. While these concepts form the bedrock of traditional equity-splitting models, dynamic RSUs introduce a new paradigm that can revolutionize how you think about equity distribution. So, what sets dynamic RSUs apart?

1. Adaptive Nature

Unlike the fixed nature of traditional models, dynamic RSUs are designed to be adaptive. The keyword here is "dynamic," emphasizing that the equity distribution isn't a one-time, irreversible decision. Instead, the allocations are fluid and adjusted according to the contributions and performance metrics of the stakeholders.

2. Real-Time Valuation

In a startup, roles and responsibilities are never static. You could be the CEO one day and find yourself diving into customer service the next. Dynamic RSUs capture this fluidity by utilizing real-time valuation metrics that objectively measure the contributions of each stakeholder.

3. Data-Driven

One of the most significant advantages of dynamic RSUs is the use of data-driven decision-making. Unlike traditional models that rely heavily on negotiation and, often, gut feeling, dynamic RSUs are based on clearly defined metrics that are regularly updated. These could be KPIs, milestones, or even softer, qualitative contributions like mentorship or thought leadership within the company.

4. Integrated Incentive System

What truly makes dynamic RSUs stand out is the way they serve as an integrated incentive system. Because the allocation adjusts in real-time, team members are continuously motivated to contribute to the company’s growth. This creates a positive feedback loop where better performance leads to a more significant equity stake, which in turn drives even higher commitment and effort.

5. Flexibility in Liquidity Events

Dynamic RSUs aren’t just flexible in terms of allocation; they also offer various options during liquidity events like acquisitions, mergers, or IPOs. The dynamic nature of the RSUs allows for agile decision-making, ensuring that all stakeholders receive their fair share of the pie when it matters the most.

By incorporating these elements, dynamic RSUs offer a modern, equitable, and efficient solution to the challenges of traditional equity splitting. As you navigate the complexities of founding or running a startup, they provide a tool that can adapt as quickly as you do.

How Dynamic RSU Splitting Model Works

You've learned about the limitations of traditional equity distribution models and the conceptual advantages of dynamic RSUs. Now, let's delve into the mechanics of how a dynamic RSU splitting model actually works in practice.

1. Initial Agreement

The first step is to establish a framework for the dynamic RSUs. This involves agreeing on a set of metrics or Key Performance Indicators (KPIs) that will serve as the basis for valuation.

Also, much like traditional equity models, dynamic RSUs require a legal framework. Consult legal and financial advisors to draft the necessary documents that outline the terms, conditions, and metrics for the dynamic RSUs.

2. Metrics and Valuation

Clearly define the metrics that will influence the allocation of dynamic RSUs. These could range from revenue targets and user growth to individual performance assessments and project completions.

One of the core tenets of dynamic RSUs is the real-time or periodic assessment of these metrics. The evaluations are usually automated, and often executed through specialized software to ensure impartiality and accuracy.

3. Allocation Adjustments

As stakeholders meet or exceed the agreed-upon metrics, their share of dynamic RSUs adjusts in real time or at predetermined intervals.

Typically, the allocation adjustments are made transparent to all stakeholders, often through a dashboard or regular reports, fostering an environment of accountability and fairness.

4. Incentive Pool

One innovative aspect is the creation of a dynamic incentive pool. This pool holds a portion of the company's equity that is dynamically allocated based on stakeholder performance, essentially acting as a "bonus" system that further drives commitment.

While the allocations are dynamic, they can still come with vesting schedules to ensure that stakeholders are incentivized for long-term commitment to the company.

5. Flexibility in Special Cases

The model also has built-in flexibility to adapt to special circumstances like a company sale, acquisition, or Initial Public Offering (IPO). The dynamic nature allows for adjustments to be made swiftly to ensure fair distribution during these liquidity events.

In the case of disputes or disagreements, the data-driven nature of dynamic RSUs simplifies resolutions. The metrics serve as an objective basis for any discussions about equity, reducing ambiguity and potential conflict.

How Dynamic RSUs Ensure Fairness and Transparency

One of the most significant selling points of dynamic RSUs is their innate ability to foster a climate of fairness and transparency among stakeholders. But how do they achieve this almost utopian corporate ideal? Here’s how:

1. Objective Metrics

Traditional equity models often involve a degree of subjectivity and negotiation, which can lead to unfair distribution. In contrast, dynamic RSUs rely on pre-defined, objective metrics. Whether it's revenue generation, customer acquisition, or any other metric that adds value to the company, these become the basis for equity allocation.

Since the metrics are clearly defined from the outset and agreed upon by all stakeholders, there's a level of consistency in how equity is allocated. This takes out the guesswork and human biases, leading to fairer outcomes.

2. Real-time Adjustments

With dynamic RSUs, high performance is immediately recognized and rewarded. Unlike traditional models where your initial equity share might limit your rewards, here you have the opportunity to increase your stake by consistently meeting or exceeding metrics.

On the flip side, stakeholders who underperform or reduce their involvement can see their equity stake adjusted downwards in real time. This ensures that each team member is accountable for their contributions to the company's success.

3. Full Transparency

Many companies that adopt dynamic RSUs also use digital dashboards that are accessible to all stakeholders. These dashboards continuously update to reflect current equity stakes based on the pre-agreed metrics, ensuring that everyone is aware of where they stand. In rare cases, they would even feature motivational dashboards, like the one used by

The transparency extends to communication as well. Periodic reports, regular meetings, and open discussions about equity distribution are common practices that add layers of clarity and inclusivity.

4. Easy Audit and Oversight

The data-driven nature of dynamic RSUs makes for effortless record-keeping. Since every adjustment in equity is tied to measurable metrics, auditing, and compliance become straightforward.

In traditional equity splits, disputes can often arise from subjective perceptions of fairness or misunderstandings. Dynamic RSUs minimize this by relying on objective, transparent criteria for adjustments, making it easier to resolve any potential conflicts.

Institutionalizing fairness and transparency into the very structure of your equity distribution helps dynamic RSUs offer a strategic advantage. They not only prevent disputes and conflicts but also improve team morale and cohesion. In essence, they create a virtuous cycle where transparency fosters trust, and trust drives higher performance—benefiting both the individual stakeholders and the company as a whole.

Benefits of Dynamic Equity Splits

You've navigated the complexities of traditional equity models and learned about the transformative potential of dynamic RSUs. So what are the tangible benefits of adopting dynamic equity splits? Here are some:

✔ Flexibility

In a fast-paced startup environment, roles and responsibilities can change overnight. Dynamic equity splits allow your equity model to be as flexible as your operations, enabling real-time adjustments to account for new circumstances.

Similarly, the dynamic nature means that your equity model can adapt to future challenges, whether it's an unexpected departure of a key team member or the addition of new roles.

✔ Incentivization

One of the key benefits of dynamic RSUs is their ability to incentivize performance continuously. Since allocations are updated based on real-time or periodic assessments, team members are continually motivated to excel.

Also, even though the allocations are dynamic, the inclusion of vesting schedules can help to align the long-term interests of stakeholders with the company.

✔ Transparency and Fairness

As you've learned, the use of pre-defined, objective metrics takes subjectivity out of the equation, thereby ensuring fairness in equity distribution. The transparency of the dynamic model fosters a culture of open governance, where every stakeholder feels seen, heard, and valued.

✔ Efficiency and Ease of Management

Many dynamic RSU models come with specialized software, just like the one at Upstock, that automates the tracking and allocation process, making it easier for you to focus on growing your business instead of getting bogged down in administrative tasks.

While setting up a dynamic RSU model will involve some legal work upfront, the predefined metrics and automated adjustments can make ongoing legal oversight less cumbersome compared to traditional models.

✔ Enhanced Team Morale

When team members can see their contributions directly affecting their stake in the company, it fosters a sense of shared success and collective ownership. The transparency and fairness inherent in dynamic RSUs go a long way in preventing the types of conflicts and disagreements that can disrupt operations and impact morale.

✔ Lower Financial Burden

Unlike salary increases or bonuses, distributing equity doesn't require an immediate outlay of cash, making it a cost-effective way to reward and retain top talent.

Switching to dynamic equity splits through RSUs, you're not just modernizing your approach; you're strategically positioning your startup to be more adaptive, incentivized, transparent, and efficient. The benefits are multi-fold and can significantly contribute to the harmony, growth, and ultimate success of your company.

How to Model Dynamic RSUs for Your Employee Equity Compensation

1. Decide on the Key Metrics

The first step in implementing dynamic RSUs is deciding on the key metrics that will determine equity distribution. You should identify variables that truly reflect value addition to the company, be it revenue growth, customer satisfaction scores, or project completion rates. This is a critical step; choosing the wrong metrics could skew incentives and create imbalances within the team. Engage with financial advisors and legal experts to ensure that these metrics are compliant with regulatory standards.

2. Develop a Legal Framework

Once the key metrics have been identified, it's time to develop a legal framework that formalizes the dynamic RSU system. Work with legal professionals to draft agreements that outline how these metrics will be used to calculate dynamic RSU allocations. The agreement should also stipulate terms for vesting periods, liquidity events, and exit strategies.

3. Create a Dynamic Equity Pool

The next step involves setting up an equity pool that's as dynamic as the RSUs themselves. The size of this pool should be large enough to offer meaningful incentives but also take into consideration future funding rounds and potential dilution. Essentially, you're not just splitting equity; you're also preserving future capital-raising opportunities.

4. Set Up an Automated System

Automation is key to the successful implementation of dynamic RSUs. Several software solutions can help you manage the real-time allocation based on the chosen metrics. These systems can often integrate with your existing HR and finance platforms to automatically pull data and calculate allocations, ensuring a seamless and error-free process.

5. Communicate Clearly with Stakeholders

Transparency is crucial for the successful implementation of dynamic RSUs. Clearly communicate the framework, metrics, and benefits to all stakeholders. Regular updates should be a part of the model. Many companies opt for digital dashboards accessible to all stakeholders, updating in real-time to show current equity standings based on the defined metrics.

6. Establish a Review Mechanism

Finally, it’s essential to establish a periodic review mechanism to assess the effectiveness of the dynamic RSU model. Given that startups are highly dynamic entities, what works today may not be as effective tomorrow. Regular reviews allow you to make timely adjustments to metrics, allocations, or even the entire system, to better suit your company’s evolving needs.

Split the Pie Fairly

Dynamic RSUs offer a revolutionary way to allocate shares, ensuring fairness, transparency, and alignment with company performance. By focusing on objective metrics and real-time adjustments, this innovative model motivates team members to give their best while keeping everyone's eyes on the same prize: the company's success. 

As you navigate the challenges and opportunities of entrepreneurship, adopting a dynamic equity split through RSUs could be the game-changer that propels your venture to new heights.

At Upstock, we uphold the same ethos in equity compensation distribution. That’s why our RSUs are designed to be managed by a dynamic equity-splitting model that ensures fairness and transparency. Book a demo today to see how our products work.

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