* This article was originally published on October 14, 2020. It has been updated for 2024.

More of a podcast person? Check out our episode on this topic! It’s called “NSO, ISO, RSA, RSU, and ESPP: All About Equity Compensation.” Want more audio content? We’ve got an archive of episodes of Money & Taxes from Bb to XYZ on our podcast page!

Is equity compensation part of your employee benefits package? With acronyms like RSU, NQSO, ESPP, ISO, and RSA, yours might seem more like alphabet soup than a benefit. Sure, you have the documents from human resources, but you might still be wondering, ”What is equity compensation, and how does it work?”

The simplest way to put it is that equity comp is compensation. But it comes in many forms, and offerings can differ not only from company to company but also from employee to employee. So Jim in accounting’s action plan may be based on an equity compensation offering that’s different from yours.

And many comp package decisions are heavily based on individuals’ unique income tax situations. So there’s often no “blanket” advice on offerings that applies to all employees — even those with identical equity comp packages.

If you’d like to dig deeper into different types of equity comp or how you might want to handle yours after an initial public offering (IPO), check out our equity compensation archive. Here, we’ll start with our 100-level overview where you can learn what the letters in your equity compensation package stand for and better understand this type of employee benefit.

Equity Compensation: Your Guide to the Basics

Small, medium, and large private and public companies can offer ways for employees to gain ownership, aka equity. Equity compensation can help employees feel more invested — literally and figuratively — and loyal to their employers. That’s because it allows an employee to earn an ownership stake in the company through their labor efforts.

But there are tradeoffs.

If you …

• Receive 100% regular salary, you know what you’re getting.
• Receive 100% equity compensation, its value — and therefore, your compensation — depends on the company’s financial success.
• Are paid based on a hybrid scenario, you receive a regular salary with equity compensation as a bonus.

We sometimes notice that clients who receive equity compensation begin to have top-heavy asset allocations. This means that the majority of their net worth is tied to the company they work for through their salary and ownership of company stock.

Pro Tip: Diversify your investments so you don’t lean too hard on your company’s financial success for your own financial success.

Understanding Equity Compensation

What are Stock Options?

Stock option compensation extends the right to buy a specific number of shares of a company’s stock at a pre-set price, known as the strike or exercise price. There’s usually a waiting period until these options are vested (i.e., available for you to exercise).

• It’s important to know that you don’t own stock until you exercise the options. Stock options are merely the rights to purchase the stock.

Pro Tip: When appropriate, do a cost analysis to gauge the value of a cashless exercise. This strategy is designed to allow employees to exercise options even if they don’t have the financial resources to pay for the shares.

There are two major categories of stock options.

What are Nonqualified Stock Options (NSOs)?

The most common form of stock options, NSOs, may be granted to various stakeholders including employees, contractors, and directors of a company.

NSOs feature relatively straightforward taxation:

• When exercised, the difference between the exercise price and the underlying stock price is taxed as ordinary income. It’s generally reported on a Form W-2.
• When the stock acquired with the option is sold, the difference between the underlying stock price at the time of exercise and the sale price is taxed as a short- or long-term capital gain.

What are Incentive Stock Options (ISOs)?

ISOs are available only to employees, and they’re limited to up to $100,000 of vested/exercisable grant value per calendar year.

Their special tax treatment is not so straightforward:

• When exercised, ISOs are not taxed as income. However, the difference between the exercise price and the underlying stock price (aka “the bargain element”) is subject to Alternative Minimum Tax (AMT).
• When the stock acquired with the option is sold, the holding period relative to both the grant and exercise date of the ISO determines the tax character and consequences of the stock sale.

Want more information on stock options? Check out our article All About NSOs — and ISOs, Too.

What is Restricted Stock?

The name seems relatively straightforward. However, the differences between restricted stock and restricted stock units can make things tricky quickly. Restricted stock and its very close cousin, restricted stock units, are two very popular but decidedly different stock compensation plans.

What is Restricted Stock?

Actual shares of stock are granted to an employee with restrictions as to when the employee may sell or otherwise dispose of the stock. Restricted stock vesting is typically based on specific performance goals and/or, more commonly, the length of time an employee works at the company.

Because restricted stock involves actual shares of stock — the value of which is ascertainable as of the grant date — owners of restricted stock are allowed voting and dividend rights. They also have the ability to make a special tax election under Internal Revenue Code (IRC) Section 83(b).

Section 83(b) Election

The election will make the value of the stock taxable to you as ordinary income (including Social Security and Medicare payroll taxes) based on its value as of the grant date. This allows for the potential reward of lower capital gains tax rates on the gain after the stock vests and you sell it (assuming that date is at least one year and a day after the grant date).

The primary risks are:

• The stock never vests because you leave the company or the company closes.
• A significant decrease in the stock price between the grant and vesting/sale dates.

In both risk cases, you end up recognizing and paying taxes on income you never realized.

Without an 83(b) election, you will pay ordinary income and payroll tax on the restricted stock as of the date the stock vests to you (aka the date it becomes unrestricted). Any gain from that date forward is taxed as a short- or long-term capital gain, depending on how long you own the then unrestricted stock.

For restricted stock of a pre-IPO company, the rewards of a Section 83(b) election can be extraordinary … but the risk is significant.

Pro Tip: Consider making a Section 83(b) election within 30 days of receiving a grant of restricted stock.

What are Restricted Stock Units (RSUs)?

At grant, an RSU is a company’s promise to give an employee shares of stock in the future that don’t exist at that time. The non-existence of the stock at the time of the grant is an important distinction between normal restricted stock and RSUs.

Because RSUs are not actual shares of stock at the time of the grant, RSU holders are not entitled to voting rights or dividends (although many companies pay out dividend equivalents to RSU holders).

The non-existence of stock at the time of grant also means that it’s not possible for those who hold RSUs to make an a Section 83(b) election on their RSUs.

• RSUs are taxable — with taxes withheld similarly to wages — as of the date the RSU vests and the actual stock is transferred to you. Any gain from that date forward is taxed as a short- or long-term capital gain, depending on how long you own the newly issued shares of stock.

However, Section 409A deferral is possible with RSUs if the employer sponsors an appropriate plan type.

• Under certain circumstances, delivery of the actual stock can be deferred (along with the tax liability) even while the RSU itself vests.
• This becomes an IOU within an IOU. The RSU holder must make the 409A election within 30 days of the grant, and the vesting date must be more than 12 months after the election.

Looking for more on restricted stock? We’ve got a blog for you! Check out All About RSUs — and RSAs, Too.

What’s an Employee Stock Purchase Program (ESPP)?

How does an ESPP work? The stock plans above are explicit forms of compensation. ESPPs, on the other hand, are savings plans involving company stock. There are two types of ESPP plans: tax-qualified and non-qualified.

What’s a tax-qualified ESPP?

Subject to an annual limit of $25,000 worth of non-discounted stock per employee, tax-qualified ESPPs allow companies to offer a discount of up to 15% on purchases of the company’s stock through the plan.

Taxation is in some ways similar to ISOs but with key differences.

• Although there are no AMT implications, there is a relationship between the ESPP plan’s grant date, the purchase date of the stock, and the sale date of the stock in determining whether a sale is a qualifying or disqualifying disposition.
• In either case, there is some amount of ordinary income recognized with the disposition of tax-qualified ESPP stock.

Pro Tip: When an employer offers a 15% discount, even disqualified dispositions of ESPP stock can provide more after-tax income than not participating in the plan at all. The primary risk to this strategy is the performance of the underlying stock.

What’s a nonqualified ESPP?

More flexible in plan design than tax-qualified ESPP plans, nonqualified ESPP plans can be offered in any amount and/or discount level.

Nonqualified ESPPs do not receive any favorable tax treatment.

• Any discount offered through the plan is taxed as ordinary income that’s subject to payroll taxes at the time of exercise.
• The future sale of the stock is taxed as a short- or long-term capital gain, depending on the number of days the stock is owned.

You’ll find additional details on ESPPs in All About ESPPs.

What’s an Employee Stock Ownership Plan (ESOP)?

What is an ESOP? An ESOP is a type of retirement plan where employees are allocated shares of company stock, which they can hold without tax consequences until they sell the shares.

As a retirement plan, ESOPs are subject to specific rules about vesting and the allocation of benefits.

Gains can be deferred at sale under IRC Section 1042.

Check out All About ESOPs for more on these ownership plans.

So what does your equity comp acronym stand for?

In case you missed them at the bottom of each section earlier, here’s our directory to digging deeper into each type of equity compensation that we discussed above:

All About RSUs — and RSAs, Too

All About ESOPs

All About NSOs — and ISOs, Too

All About ESPPs

And if your company’s IPO is in your future or recent past, check out My Company Just Had Its IPO. Now What?