RSU versus PSU Stocks: Comparative Analysis for Company Equity Decision-Making‍

RSU versus PSU Stocks: Comparative Analysis for Company Equity Decision-Making‍

June 19, 2023

RSU versus PSU Stocks: Comparative Analysis for Company Equity Decision-Making‍

Picture this scenario: You're the founder of a tech startup that's just secured its Series A funding. Your lead developer, Emily, has been with you from the start. She's brilliant and dedicated—exactly the kind of talent you want to retain. Then there's Mark, your newly hired sales director. He's ambitious and has a track record of scaling revenues at his previous companies.

You want to reward Emily's loyalty and incentivize Mark's future performance. What do you do? You could offer Emily RSUs, guaranteeing her a slice of the company that grows over time, anchoring her to the long-term success of your startup. For Mark, you might opt for PSUs, tied to revenue milestones, driving him to catapult your sales to new heights.

In this single scenario, you've captured the essence of RSUs and PSUs—long-term commitment and high-performance incentives. Read on to learn more about how each of these stock options could be the missing puzzle piece in your company's growth strategy.

What are RSU Stocks?

Restricted Stock Units or RSUs are a form of compensation offered by your company in the shape of company stocks. They're "restricted" because they come with a vesting schedule. It means you don't own them outright from day one. You might have to stay with the company for, say, four years to fully vest your RSUs.

This form of compensation serves as a retention tool. It encourages employees to stay with the company long-term to reap the benefits of ownership. When your RSUs vest, they turn into common stocks that you can sell or hold, just like any other share.

What are PSU Stocks?

Performance Stock Units (PSUs) are quite similar to RSUs, with a significant difference: they're tied to performance goals or metrics. You set specific targets such as revenue milestones or growth percentages, and only when those are met do the PSUs vest.

It's not just about time; it's about achieving key deliverables that matter to your company. PSUs create an extra layer of incentive for your team, pushing them to meet or exceed specified objectives for them to realize the full value of their equity compensation.

Similarities between RSU and PSU Stocks

Before identifying the qualities that distinguish RSUs from PSU stocks, it's crucial to recognize the common ground they share. Both are powerful tools in your equity compensation toolbox, designed to motivate and retain your team while aligning their interests with your company's success. 

From their foundation as equity-based rewards to their impact on employee retention and taxation, RSUs and PSUs have several overlapping features. Here are some of their shared characteristics to better understand how either could fit into your compensation strategy.

1. Equity-Based Compensation

The foundational similarity between RSUs and PSUs lies in their nature as equity-based compensation. Both offer employees an ownership stake in the company, albeit with different conditions and vesting schedules. When you offer either RSUs or PSUs, you're essentially saying, "We want you to be a part of our long-term success."

2. Vesting Schedule

Both RSUs and PSUs typically come with a vesting schedule, which is often time-based but can also include performance milestones, especially for PSUs. This commonality makes both types of stock options effective tools for retaining talent. Employees are more likely to stick around if they know they'll own a more significant chunk of the company over time.

3. Taxation Rules

When it comes to tax treatment, RSUs and PSUs are generally on the same page. The IRS considers the fair market value of vested stocks as ordinary income, subject to regular income tax rates. In both cases, companies often offer "sell-to-cover" options, allowing employees to sell a portion of their vested shares to cover the immediate tax liability.

4. Employee Alignment

Both RSUs and PSUs serve the same ultimate purpose: aligning the interests of the employees with those of the company. Whether it’s the steady, guaranteed reward of RSUs or the performance-driven potential of PSUs, both forms of equity-based compensation aim to keep your team motivated, engaged, and invested in the company's success.

5. Liquidity Event Benefits

In the event of a company sale or IPO, both RSU and PSU holders stand to gain significantly, although the conditions may vary. A liquidity event can often accelerate the vesting schedule or trigger performance conditions, making it a win-win for everyone holding any form of equity.

6. Flexibility

While RSUs are generally simpler, both types of stocks offer flexibility in their design. You can add clauses to RSUs making them performance-based, and likewise, PSUs can have a combination of performance and time-based criteria, offering you a customized approach to meet your company's unique needs.

By understanding these similarities, you can appreciate why choosing between RSUs and PSUs isn’t a black-and-white decision. Both have merits that could make them the right fit depending on your company's stage, goals, and team dynamics.

Differences between RSU and PSU Stocks

While RSUs and PSUs share key characteristics that make them popular choices for equity compensation, they also come with distinct differences that could sway your decision one way or another. Understanding these variances is crucial as they directly impact how well these stock options align with your company’s goals and the incentives you wish to provide your team. 

1. Conditionality: Time vs. Performance

The primary difference is in the conditionality of vesting. RSUs usually vest over a set period, making them more predictable but less directly tied to performance metrics. In contrast, PSUs require specific performance goals to be met, adding a layer of conditionality that can both motivate and complicate.

2. Complexity: Management and Understanding

Managing PSUs can be a complex affair. Because they're tied to performance metrics, you'll need to track those metrics rigorously. RSUs, on the other hand, are simpler both in management and understanding, making them an excellent choice for smaller companies or those without robust HR departments.

3. Risk vs. Reward Dynamics

With PSUs, the sky's the limit—or so it seems. The potential rewards can be much higher, but this comes at the cost of higher risk. If the set performance goals are not met, employees may walk away with significantly less than they expected. RSUs offer a more secure but usually less lucrative reward system.

4. Market Sensitivity

PSUs can be highly sensitive to market conditions. If your company's performance is heavily tied to market variables, this sensitivity can either work in your favor or against you. RSUs are generally less influenced by external market conditions, making them more stable but potentially less rewarding in booming markets.

By understanding these differences, you can better tailor your equity compensation packages to meet the specific needs and goals of your organization. Both RSUs and PSUs offer compelling advantages and drawbacks, but their unique features can serve specific company objectives more effectively.

Taxation of RSU and PSU Stocks

When your RSUs or PSUs vest, you'll generally have to pay income tax based on the market value of the shares at the time of vesting. Some companies offer a “sell-to-cover” option where you can sell some shares to cover the tax liability.

PSU Stocks Disadvantages

While PSUs come with the allure of performance-based rewards, they also carry their own set of disadvantages that you should be aware of. Understanding these pitfalls will help you gauge whether PSUs are the right choice for your organizational culture and business objectives. Here are some key drawbacks to consider:

1. Complexity in Management

PSUs are inherently more complex to manage than RSUs. This is because they require a rigorous tracking system for performance metrics, which could necessitate additional resources and administrative oversight.

2. Potential for Demotivation

Setting unrealistically high or unclear performance metrics can be a double-edged sword. While you aim to motivate, you might end up demotivating your employees if the targets seem unattainable or unfair.

3. Market Risk and Volatility

Since PSUs are often tied to market performance or other external metrics, they are more susceptible to factors beyond an employee's control. Market downturns or unforeseen business challenges could significantly impact the value of PSUs, making them a riskier bet.

4. Short-Term Focus

There's also a danger of promoting a short-term mindset if your performance goals are too narrowly focused on immediate outcomes, potentially sacrificing long-term strategic objectives.

Why RSU is Better than PSU

Now that you’re aware of the complexities and risks involved with PSUs, you might be wondering why you’d consider them over RSUs in the first place. While PSUs have their merits, RSUs can offer several advantages that make them more suitable for certain types of companies and situations. Here’s why you might find RSUs to be a better fit:

✔ Simplicity and Ease of Management

RSUs are generally easier to administer and understand. For startups or smaller companies that don’t have the resources to manage complex compensation plans, this can be a significant advantage.

✔ Predictable and Steady

One of the most attractive features of RSUs is their predictability. Employees know that if they stick around until their shares vest, they’ll receive a predetermined number of shares, making RSUs a stable and reliable form of compensation.

✔ Lower Risk

RSUs come with a lower risk profile compared to PSUs. There's no uncertainty tied to performance metrics, making RSUs a safer bet for both the employer and the employee.

✔ Better for Employee Morale

Because RSUs are not tied to performance metrics that can sometimes be influenced by market volatility or other uncontrollable factors, they can be better for overall employee morale and long-term retention.


Both RSU and PSU stocks offer their own sets of advantages and disadvantages, and the right choice largely depends on your company's specific needs and goals. RSUs are simpler and offer assured, time-based rewards, making them ideal for most startups and smaller companies. PSUs, on the other hand, are perfect for companies ready to tie equity to performance metrics, fostering a high-performance culture.

So, assess your company’s objectives, weigh the pros and cons, and consult with a tax advisor to make the best decision for your equity compensation plan. The choice between RSU and PSU stocks could very well dictate the future growth and success of your company. Choose wisely.

Still, if you’re convinced that RSU is the way to go, don’t hesitate to book a demo with Upstock today to see this equity compensation model in action.

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