RSUs Without Dilution: A Win-Win Strategy for Employers‍

RSUs Without Dilution: A Win-Win Strategy for Employers‍

August 30, 2023

RSUs Without Dilution: A Win-Win Strategy for Employers‍

Thinking about sharing the wealth with your team through restricted stock units, but worried about share dilution? It's a valid concern for many employers—how to incentivize and reward employees without diminishing the value of your existing shares.

The good news? It's possible to use RSUs as a powerful tool for both retention and motivation, all without the downside of dilution. 

Let’s take a look at the what, why, and how, covering everything from the basics of RSUs to strategies that safeguard against dilution. And don't worry, you don't have to be a financial wizard to get it; we'll keep things simple and straightforward.

A Primer on Restricted Stock Units (RSUs)

You've heard the term "RSUs" bandied about, especially when conversations around employee benefits come up. What exactly are they? And more importantly, what makes them different from other types of stock options or employee perks?

What Are RSUs?

Restricted Stock Units, commonly known as RSUs, are a type of employee compensation that gives the promise of company shares.

Unlike actual stock, RSUs are promises to pay shares or the cash equivalent at a future date. When that date comes, and the RSUs vest, you grant your employees actual shares of the company.

Why Employers Like RSUs

Now, you might be thinking, what's in it for you? Well, RSUs offer several advantages.

Firstly, they're great for employee retention. An RSU plan often includes a vesting schedule that encourages employees to stay with the company for a certain period.

Secondly, they're straightforward and easy to understand, making them an appealing option for both you and your team. And lastly, unlike stock options, there's no purchase involved, so your employees don't have to shell out any money upfront.

RSUs: Granting, Vesting, and Taxes

So how do RSUs go from a line in a contract to actual shares?

Once RSUs are granted, they go through a vesting period. After they vest, they're yours to dole out to your employees as full-fledged shares or sometimes as cash. And yes, there are tax implications.

Typically, RSUs are considered income, and the value of the shares is taxed when they vest. You can withhold shares to cover the tax or opt for other arrangements.

Now, understanding RSUs is one thing; how they can dilute your share value is another. How can you avoid just that?

Understanding Share Dilution

Ever wondered why cutting the proverbial ownership pie into more slices can cause such a commotion among stakeholders?

Dilution is a word that often causes raised eyebrows, but understanding it can be the key to maintaining a company's share value and ensuring long-term growth.

What is Share Dilution?

Share dilution occurs when new shares are issued, reducing the percentage of ownership for existing shareholders.

Imagine a company with 100 shares; if you own 10, you have 10% ownership. Now, if the company issues 20 more shares, your percentage drops to roughly 8.33%—same number of shares but a smaller piece of the pie.

How Does Share Dilution Affect Employers and Shareholders?

Dilution isn't just a buzzword. For you as an employer, it can have real impacts on control and earnings.

A smaller percentage of ownership means fewer voting rights during annual meetings or other shareholder votes. It can also mean a smaller cut of any future earnings or dividends.

But there's a silver lining. Sometimes dilution occurs for positive reasons like capital raising for an expansion project, which could increase the value of the company in the long run.

Common Causes of Share Dilution

Dilution can come from various directions:

  1. Capital Raising: For instance, launching a new product line could necessitate issuing new shares.
  2. Acquisitions: When acquiring another company, new shares might be issued as part of the deal.
  3. Employee Stock Options: As part of compensation packages, stock options could lead to dilution when exercised.

Strategies to Prevent Share Dilution

Now, if you're fretting about dilution, there's hope. Strategies do exist to mitigate its effects:

  1. Share Buybacks: Purchasing and retiring existing shares can counterbalance the dilution effect.
  2. Anti-dilution Provisions: These are clauses in shareholder agreements that protect against dilution by adjusting the conversion rate between different types of shares.

So, equipped with this knowledge, who's ready to tackle share dilution like a pro? It's not as daunting as it sounds, especially when you understand how RSUs can play a role in minimizing it.

The Fundamentals of RSUs

Sure, RSUs are all the rage in compensation packages, but what makes them so special? The answer might surprise you.

RSUs come with a bundle of benefits that are too good to ignore. Read on to know how they can be a game-changer in retaining talent, how they're granted, and the ever-important topic—tax implications.

Benefits of RSUs to Employers

RSUs hold a treasure trove of advantages.

For starters, they're powerful tools for employee retention. Offer someone 100 RSUs that vest over four years, and they're much more likely to stick around to see that payout.

Secondly, RSUs can provide some tax advantages. By deferring the taxation event, you get a chance to manage cash flows more efficiently.

The cherry on top? They're simpler to administer compared to stock options.

How RSUs Are Granted and Vested

Timing is everything.

Typically, RSUs come with a vesting schedule. Imagine granting an employee 200 RSUs with a four-year vesting schedule, where 25% vests each year.

The employee receives ownership of 50 RSUs annually, turning them into real shares they can sell or transfer. What's more, you can even set performance conditions that have to be met before vesting, tying the reward directly to business goals.

The Tax Implications

Taxes - an unavoidable reality. RSUs don't escape the taxman. Often, employers will “withhold to cover,” meaning they sell a portion of the vested RSUs to cover the tax obligation.

Suppose an employee has 100 RSUs vesting, and the tax obligation is 30%. You'd sell 30 RSUs, leaving the employee with 70 they can sell or hold.

See? RSUs are more than just a financial incentive. They're a multifaceted tool that can help retain valuable team members and offer financial planning benefits. Next, let's dive into how RSUs can work as a non-dilutive mechanism, which might just make them the MVP of your financial toolkit.

How RSUs Can Be Structured to Prevent Dilution

The prospect of offering RSUs without watering down equity is no pipe dream. With a few strategic moves and the right tools, you can make it a reality.

The Double Trigger Mechanism

Picture this: an acquisition offer lands on your desk. What happens to the RSUs that haven't vested yet?

The double trigger mechanism ensures RSUs vest only if two conditions are met—like an acquisition and the employee still being at the company. It's a win-win, really. Employees feel secure, and you're not diluting shares in a rush.

Using a Pooling Approach

Dilution is an old problem, but pooling is a fresh solution. By accumulating RSUs in a pool and granting them as older shares get sold or retired, you're avoiding dilution. It's like a revolving door of shares that keeps the equity structure balanced.

Think of this method as a sustainable ecosystem. Just as water in a pond gets renewed by fresh streams, your share structure remains healthy. You grant new RSUs from the pool only when older ones are sold or retired, maintaining a dynamic but stable equity balance.

The Role of

Handling RSUs can be a juggling act. That's where comes in, as a tool designed to manage granting and vesting while keeping an eye on dilution.

It's a one-stop shop for streamlining your RSU processes. With its Double Trigger RSUs and capabilities to function in over 75 countries, adds a layer of simplicity and global reach. You can focus on growth while handles the complexities of equity management, from granting RSUs to ensuring they’re vested in line with your strategy.

Case Studies

Real-world examples add weight to these strategies. Take Airbnb, for instance, which used RSUs extensively during its early stages. By carefully crafting their equity structure, they maintained share value even as the company scaled.

Pinterest took a similar approach. When transitioning from stock options to RSUs, they managed to reward employees without diluting the share pool. These companies serve as robust examples that smart structuring isn't just for the big players; businesses of all sizes can benefit.

A Guide for Employers: Next Steps

By now, you're well-equipped with the knowledge to navigate the world of RSUs. But knowledge alone won't get you far; action is the key. Here's a game plan to set you on the right track.

Conducting Dilution Analysis

The first step? Know what you're dealing with.

Consistently monitor share dilution, preferably through quarterly analysis. Use a variety of metrics to evaluate how issuing RSUs affects ownership percentages.

Consulting Legal and Financial Advisors

Sure, you're smart. But nobody knows it all.

Legal and financial advisors can be invaluable assets. They can walk you through the ever-changing labyrinth of financial regulations and best practices, ensuring you’re not unintentionally running afoul of the law.

Setting Up RSU Plans

This is the meat of it. When constructing your RSU plans, several elements demand your attention:

  1. Choose a Vesting Schedule: Time-based? Performance-based? Choose a vesting schedule that aligns with your company's goals.
  2. Sort Out Tax Withholding: Employers often withhold shares to cover tax obligations. It simplifies things for everyone involved.
  3. Pick a Tracking System: Manually tracking RSUs is tedious. Consider systems like for effective management.
  4. Get the Legal Stuff Sorted: Draft clear agreements. Ambiguity is your enemy when you're dealing with shares and employee compensation.

Regular Monitoring and Adjustment

Your RSU plans aren't set in stone. Like a well-tended garden, they require regular upkeep.

Keep an eye on performance metrics, employee turnover, and market conditions to adjust your plans accordingly.

Wrapping Things Up

So, there it is: a comprehensive guide that takes the mystery out of using RSUs to both empower your workforce and preserve your ownership stake. The journey might seem complex, but it's more like a recipe. Each ingredient—from understanding dilution to setting up RSU plans—plays a crucial role.

And the end result? A business that not only grows but also sustains its growth without chipping away at your ownership.

Equity compensation, like RSUs, offers a two-way street of benefits. It's not just about locking employees in; it's also about setting a foundation for collective success.

When employees feel ownership, they're more invested in the company's future. This sense of unity can be the secret sauce that sets your business apart.

Don't just take these insights to heart; put them into action. Evaluate, consult, implement, and refine. It's a cycle that keeps your business—and its equity—healthy.

Ready to take the next steps? Drop us a message. Let’s talk!

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