Investing Rulebook

Introduction to Phantom Stocks and SARs

Unlocking the Potential of Phantom Stock: Rewarding Employees without Ownership

Have you ever heard of phantom stock? No, it’s not some spooky investment opportunity, but rather, a creative compensation strategy designed to motivate and reward employees.

In this article, we will explore the fascinating world of phantom stock, delving into its structure, different plan types, as well as its advantages and disadvantages.

Description and Structure of Phantom Stock

Phantom stock, also known as a cash award, is a compensation plan that grants employees a set number or fraction of hypothetical units based on the current share price of a company. Although these units are not real shares, they closely mimic the value and performance of actual company stock.

Types of Phantom Stock Plans

There are primarily two types of phantom stock plans: appreciation only and full value. In the appreciation only plan, employees receive a cash payout equal to the appreciation in the value of the phantom stock.

On the other hand, the full value plan provides employees with both the appreciation and the initial value of the phantom stock. To ensure the long-term commitment of employees, many phantom stock plans include vesting schedules.

These schedules determine when the shares become fully owned by the employee. Another feature that may be incorporated into these plans is voting rights, allowing employees to participate in certain corporate decision-making processes.

Additionally, some plans even offer a conversion option, where the phantom stock can be converted into actual company stock at a predetermined rate.

Advantages of Phantom Stock Plans

One of the biggest advantages of phantom stock plans is their ability to reward employees without requiring a shift in company ownership. This means that while employees enjoy the financial benefits of the phantom stock, the control and decision-making power of the company remain unaffected.

This can be particularly beneficial for privately held companies that want to maintain their ownership structure. Furthermore, phantom stock plans can serve as powerful motivators for employees.

By providing them with a stake in the company’s performance, employees are encouraged to work harder and smarter, aligning their efforts with the company’s overall goals. Known as the “golden handcuff” clause, this motivator creates a sense of loyalty and dedication.

Another advantage lies in the fact that phantom stock plans allow companies to reward employees without any initial cash outlay. Instead of providing employees with actual company stock, which can be costly, companies can use cash or cash equivalents to compensate their employees.

This also offers the advantage of diversifying the investment portfolios of employees, spreading their risk across different asset classes.

Disadvantages of Phantom Stock Plans

One of the major disadvantages of phantom stock plans lies in the realm of taxation. Because the cash payout received by employees is considered compensation, it is subject to various taxes, including income tax and payroll tax.

This can significantly reduce the overall value of the payout and complicate the tax filing process for employees. Another issue with phantom stock plans is the variable liability that companies face.

As the value of the phantom stock fluctuates, so does the potential liability of the company. This can make it difficult for companies to accurately forecast their compensation expenses and plan their financial strategies accordingly.

Furthermore, companies that offer phantom stock plans are required to disclose certain information regarding these plans in their financial statements and company reports. This can place an additional burden on the company’s accounting and reporting functions.

To ensure the fairness and accuracy of the phantom stock plans, companies often have to hire an independent appraiser to determine the value of the phantom stock. This can be a costly and time-consuming process.

Finally, it is important for companies to comply with section 409A of the Internal Revenue Code, which sets specific guidelines for deferred compensation plans, including phantom stock plans. Failure to comply with these regulations can result in severe tax penalties for both the company and the employees.


Phantom stock plans offer a unique and innovative way to reward and motivate employees without transferring actual ownership of the company. With different plan types and various features, companies can tailor these plans to their specific needs and goals.

However, it is crucial for companies to weigh the advantages and disadvantages of phantom stock plans carefully, considering factors such as taxation, liability, disclosure requirements, and compliance with regulatory guidelines. By understanding the intricacies of phantom stock, companies can unlock its potential and build a motivated and dedicated workforce.

Unlocking the Potential of Phantom Stock and SARs: A Comprehensive Look at Equity Compensation

In our previous discussions, we explored the fascinating world of phantom stock and stock appreciation rights (SARs). Now, let’s dive deeper into these equity compensation strategies, examining their structure, taxation, advantages, and potential future trends.

By understanding the intricacies of phantom stock and SARs, companies can harness their benefits to reward and motivate their employees effectively.

Description and Structure of SARs

Stock appreciation rights are a form of equity compensation that grants employees the opportunity to benefit from the appreciation in the company’s stock price over a specific period of time. Unlike non-qualified stock options, SARs do not grant employees the right to purchase actual shares of stock.

Instead, they receive a cash payment equal to the difference between the current stock price and the price at which the rights were granted. One key advantage of SARs is their transferability.

Employees can sell or transfer their SARs to other individuals or entities, providing them with a unique opportunity to realize gains before the rights are exercised. It also allows employees to diversify their investments by selling some of their SARs and holding others.

To foster long-term commitment and performance alignment, many SARs incorporate vesting schedules that are tied to specific performance goals. This ensures that employees receive the full value of their rights only if certain predefined objectives are met.

The inclusion of clawback provisions further adds a layer of protection for companies, allowing them to reclaim SARs if an employee engages in unethical or illegal activities.

Taxation of SARs

Understanding the tax consequences of SARs is crucial for both companies and employees. When employees exercise their SARs, the cash payment received is generally considered ordinary income and subject to applicable income tax rates.

To comply with tax withholding requirements, companies often withhold a portion of the cash payment to cover the taxes owed by the employees. The cost basis of the SARs, which is used to calculate the capital gains tax when the rights are sold, is typically the fair market value of the rights on the day they were exercised.

If employees choose to hold the SARs, any future appreciation in value will be subject to capital gains tax when the rights are eventually sold.

Advantages of SARs

One significant advantage of SARs is the ability for employees to exercise their rights without a sale order requirement. Unlike stock options, which require employees to sell their shares upon exercise to realize their gains, SARs provide the opportunity for employees to simply receive a cash payment without the need to sell any actual shares.

This flexibility can be advantageous for employees who prefer to hold onto their shares for a longer period of time, potentially benefiting from further stock price appreciation. Additionally, SARs do not grant employees any voting rights or dividends associated with actual company stock.

This means that companies can maintain control and decision-making power while still offering the opportunity for employees to benefit from the stock price appreciation. It also simplifies the administrative burden for both companies and employees, as there are no voting or dividend-related matters to consider.

From an accounting perspective, SARs are generally treated as liability awards rather than equity awards. This can be advantageous for companies as it minimizes the impact on diluted share prices, which can occur when stock options or other equity awards are exercised and new shares are issued.

Disadvantages of SARs

While SARs offer unique advantages, they also come with their own set of disadvantages. The main disadvantage lies in the exercise and gain calculation.

Determining the cash payment that employees receive upon exercise can be complex and requires a thorough understanding of the terms and conditions of the SARs. Additionally, the cash payment is dependent on the stock price at the time of exercise, meaning that if the stock price decreases, the value of the SARs decreases as well. Another disadvantage is the lack of actual ownership associated with SARs. Employees do not become shareholders and, as a result, do not have the same rights and privileges as actual stockholders.

They do not have voting rights or the ability to receive dividends, which can be seen as a potential drawback for some employees.

Future Trends and Widespread Adoption

Phantom stock and SARs have gained significant traction in recent years, with leading industry pundits recognizing their value in aligning compensation with performance and motivating employees. As more companies explore innovative methods of recognizing and rewarding their employees, the usage and adoption of phantom stock and SARs are expected to increase.

The simplicity and flexibility of these equity compensation strategies, coupled with their ability to provide employees with a stake in the company’s success without actual ownership, make them attractive options for companies of all sizes. Additionally, the accounting treatment of SARs as liability awards rather than equity awards can offer advantages in terms of financial reporting and share dilution.

Furthermore, the remote work revolution and the shift towards distributed teams have highlighted the importance of implementing compensation plans that can effectively motivate and retain talented employees, regardless of their geographical location. The portability and transferability of SARs make them an ideal option for companies operating in a remote work environment.


Phantom stock and SARs offer companies innovative ways to reward and motivate their employees through equity compensation. By understanding the structure, taxation, advantages, and potential future trends of these strategies, companies can make informed decisions that align with their goals and objectives.

With the potential to provide employees with a stake in the company’s success without diluting ownership, phantom stock and SARs are powerful tools in building a committed and motivated workforce.

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