What is An RSA: Understanding How RSA Works‍

What is An RSA: Understanding How RSA Works‍

June 19, 2023

What is An RSA: Understanding How RSA Works‍

You've just hired an exceptional software developer, Alice, to join your startup. She's a coding wizard, and her skills have the potential to propel your company to new heights. To keep Alice motivated and committed, you've decided to offer her an equity compensation package. But now you face a crucial decision: Do you grant her RSAs or RSUs?

Understanding the distinction between RSA (Restricted Stock Award) and RSU (Restricted Stock Unit) can be the difference between Alice becoming a loyal, long-term asset to your company and her walking out the door after a year. This comprehensive guide aims to help you navigate the complexities of RSA so you’ll know how it works and how it differs from RSU. By the end, you'll possess the knowledge needed to make an informed choice that could shape your company's future.

What is An RSA?

RSA, or Restricted Stock Award, is an enticing form of equity compensation that extends a tangible stake in your company to your employees. Unlike a simple promise of future shares, RSAs are like handing over a piece of your company right from the start.

Here's the magic behind it: When you grant an RSA to an employee, you're not just saying, "You're part of the team." You're saying, "You're a part-owner of this venture."

Picture it like this: when Alice, your brilliant new hire, receives an RSA, she becomes an immediate shareholder in your startup. This means she's not merely a bystander awaiting a distant payday; she's right there in the trenches with you, sharing in the risks and rewards of your company's journey.

But, of course, there's a twist—the term "restricted." Yes, these shares aren't completely hers to do with as she pleases, at least not yet. RSA shares come with strings attached, and these strings are known as vesting restrictions.

These restrictions are the foundation of the RSA concept. They dictate that Alice can't cash out her RSA shares right away or transfer them to someone else. Instead, they're placed under a spell, a vesting schedule, that gradually releases her grip on these shares over time.

Intriguingly, each RSA arrangement can have its own unique vesting schedule. It could be based on time, where Alice gains ownership of a portion of her shares every year, or it could be performance-based, tied to specific milestones she must achieve for her shares to fully materialize.

So, in essence, an RSA rewards Alice's loyalty and contribution as she continues to be an integral part of your company's success story.

How RSA Works

RSA operates on a simple principle: it incentivizes employees to stay with the company and contribute to its growth over time. Here's a breakdown of how RSA works:

1. Grant

This is the moment you hand your employee the key—the RSA. It signifies the beginning of his journey as a shareholder. Unlike RSUs, where the key is a promise of financial gain, RSA shares are real, tangible ownership in your company. He becomes an instant shareholder, with all the perks and responsibilities that come with it.

2. Vesting Schedule

Picture the vesting schedule as the map to the treasure. It's the plan that lays out how your employee will earn full ownership of her RSA shares. This schedule can be time-based, performance-based, or a combination of both.

  • Time-Based Vesting: Let's say you've set up a 4-year vesting schedule with a one-year cliff. This means your employee must remain with your company for one year before he is entitled to any of his RSA shares. After that initial year, the shares unlock gradually—perhaps on a monthly or annual basis—until he reaches full ownership after four years.

  • Performance-Based Vesting: Alternatively, you could tie vesting to specific achievements. For instance, your employee might need to lead a groundbreaking project or meet predetermined performance targets to unlock his shares. This approach aligns his interests closely with your company's growth and success.

3. Restrictions

RSA comes with restrictions. During the vesting period, your employee can't sell or transfer his shares, and the level of voting rights or dividends he can access may be limited. These restrictions ensure that your employee remains committed to your company's journey.

4. Full Ownership

Once the vesting schedule is complete, your employee achieves full ownership of his RSA shares. At this point, he can start selling, transferring, or holding his shares as he sees fit. He’s now a full-fledged shareholder, with all the rights and privileges that come with it.

In essence, RSA is like a pact between you and your employees. You're telling them, "Join us on this adventure, and as you contribute to our company's success, you'll earn a piece of the treasure." It's a powerful tool for aligning your team's interests with the growth and prosperity of your startup.

Who Are Eligible for RSA?

RSA eligibility varies from company to company, but it is commonly offered to key employees, executives, and top-tier talent. It's a valuable tool for attracting and retaining individuals whose contributions are critical to the company's success. Eligibility criteria can include factors like job role, seniority, or performance metrics.

How RSAs Are Taxed

Taxation is a crucial consideration when implementing RSA programs. RSAs can be taxed in two main ways: at vesting and at sale.

1. Tax at Vesting

When RSA shares vest, their value is considered ordinary income to the employee. This means they are subject to income tax and, if applicable, payroll taxes. The value of the shares is determined based on the fair market value at the time of vesting.

2. Tax at Sale

When an employee decides to sell their RSA shares, they may be subject to capital gains tax. The amount of tax depends on the difference between the sale price and the fair market value of the shares at the time of vesting. If the shares are held for more than one year, they may qualify for long-term capital gains tax rates, which are typically lower than ordinary income tax rates.

Comparison Between RSA and RSU

Now that you understand the essence of RSA, it's time to understand how it differs from its close cousin, RSU (Restricted Stock Unit). Both are valuable tools for equity compensation, but they have distinct features that make them suitable for different purposes. 


With RSA, your employee gains immediate ownership of company shares. This means they become a shareholder from day one, which can be a powerful motivator. They have a direct stake in the company's success and can benefit from any increase in the stock's value.

On the other hand, RSU recipients don't have ownership until their units vest. RSUs represent a promise of future shares, not actual ownership. This key difference means RSUs don't expose your employee to stock price fluctuations until the shares convert upon vesting.


RSA shares are taxed at the time of grant, typically based on the fair market value of the shares. Your employee may be subject to income tax and, if applicable, payroll taxes. This upfront taxation can be a consideration.

Meanwhile, RSUs are taxed when they convert to actual shares upon vesting. The taxation is based on the fair market value of the shares at that time. RSUs allow for deferred taxation, potentially resulting in lower taxes if held for a longer period, often with more favorable long-term capital gains rates.


Your employee assumes the risk of stock price fluctuations from the moment they receive RSA shares. The value of their ownership can rise or fall, depending on your company's performance in the market.

Conversely, RSU recipients are shielded from stock price fluctuations until the units vest. This can be seen as a lower-risk option for employees who prefer not to bear immediate market risk.

Voting and Dividends

Depending on your company's policies, RSA recipients may have limited voting and dividend rights from the grant date. This early involvement can align employees more closely with your company's decision-making and financial success.

However, RSU recipients typically don't have these rights until the units convert to shares upon vesting. This can make the transition to full-fledged shareholders less immediate.


If your employee leaves your company before their RSA shares fully vest, they typically forfeit the unvested shares. This can serve as an additional incentive for long-term commitment.

Meanwhile, RSUs do not involve ownership until vesting, so there are no shares to forfeit if an employee departs before vesting occurs.

In a nutshell. both RSA and RSU have their unique features and advantages. RSA offers immediate ownership and early participation but comes with upfront taxation and market risk. RSU, on the other hand, defers taxation and shields employees from market risk until vesting but lacks the immediate ownership aspect.

What Happens to RSAs When Terminated

In the dynamic world of employment, various scenarios can lead to the termination of an employee's association with your company, whether it's due to their voluntary departure, an involuntary termination, or other circumstances. Here's how RSAs are typically handled in these situations:

1. Voluntary Quitting

When an employee chooses to leave your company voluntarily, they often forfeit unvested RSA shares. Quitting means that the unearned portions of their equity compensation revert back to the company. However, there can be exceptions.

Some RSA agreements or company policies may provide for continued vesting under certain circumstances, such as if the employee leaves to pursue a competing venture or due to health issues. These exceptions are defined in the RSA agreement and may vary from one company to another.

2. Involuntary Termination (Firing)

In cases where an employee is terminated involuntarily, they may also forfeit unvested RSA shares. This forfeiture serves as a part of the incentive structure, encouraging employees to stay and contribute to your company's growth.

As with voluntary quitting, there might be exceptions, depending on the terms set forth in the RSA agreement or company policies. For instance, some companies may allow for partial or continued vesting in the event of involuntary termination without cause.

3. Change in Control

In situations involving a significant corporate event such as a merger, acquisition, or change in control, the treatment of RSA shares may differ. RSA agreements often specify how these circumstances impact the vesting and treatment of shares.

Common scenarios include the acceleration of vesting, where all or a portion of the unvested RSA shares become fully vested upon a change in control. This ensures that employees are not penalized for circumstances beyond their control.

It's important to note that the exact handling of RSAs in termination scenarios can vary widely depending on the specific terms of the RSA agreement and company policies. These terms are typically outlined in legal documents provided to employees at the time of grant. Therefore, it's essential for both employers and employees to thoroughly review and understand the terms of RSAs to be aware of the potential outcomes in different termination situations.

Situations When RSA and RSU are Ideal for Companies

Equity compensation plays a crucial role in attracting, motivating, and retaining top talent. To determine whether RSA (Restricted Stock Award) or RSU (Restricted Stock Unit) is the right choice for your company, it's essential to understand when each is ideal for different situations:

  • Rewarding Key Employees: If you want to recognize and reward the outstanding contributions of key employees, RSA can be a potent tool. The immediate ownership aspect of RSA can make your top performers feel deeply connected to your company's success.

  • Long-Term Retention: RSA is effective at fostering long-term commitment. By setting up vesting schedules that span several years, you can incentivize employees to stay with your company for the long haul, as they see their ownership stake grow over time.

  • Alignment of Interests: If you aim to align your employees' interests closely with your company's performance, RSA is a strong choice. When your employees have skin in the game right from the start, they are more likely to focus on long-term value creation and make decisions that benefit the company's growth.

  • Simplicity and Universality: RSUs are known for their simplicity, making them an excellent choice when you want to offer equity compensation across the board. Whether you're dealing with a large number of employees or seeking a straightforward approach, RSUs can be a seamless solution.

  • Lower Risk for Employees: RSUs provide a level of protection for employees against immediate market risk. Since RSUs don't convert to shares until vesting, employees don't bear the burden of stock price fluctuations until they have actual ownership.

  • Tax Efficiency: RSUs can offer tax advantages, particularly when employees benefit from lower long-term capital gains tax rates upon selling the shares after vesting. This tax efficiency can be attractive to employees and cost-effective for employers.

  • Flexibility: RSUs can be structured in various ways to suit the needs of different employees and situations. Whether you want to reward senior executives or junior staff, RSUs offer flexibility in crafting equitable compensation packages.


In essence, both RSA and RSU have their merits, and the choice between them should align with your company's goals and the specific needs of your workforce. RSA is powerful for recognizing top talent and fostering long-term commitment, while RSU offers simplicity, lower immediate risk, tax efficiency, and flexibility. Consider your company's unique circumstances and consult with financial and legal experts to determine the most suitable equity compensation strategy for your organization.

Convinced that RSU is the best way to go for your startup or scaling company? Book a demo with Upstock today to take advantage of a tailored equity plan structure for your employees and your business’s bottom line. 

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