Restricted Stock Units
Equity awards that vest over time and convert to actual shares upon vesting, taxed as ordinary income at vesting.
Restricted Stock Units (RSUs) are equity awards granting employees the right to receive shares of company stock upon satisfying specified vesting conditions, typically continued employment over a defined schedule. Unlike stock options, RSUs do not require the employee to pay an exercise price—they receive shares directly upon vesting, making them valuable even if the stock price doesn't grow from the grant date.
RSUs are the dominant equity award form at public technology companies and are increasingly common at pre-IPO companies approaching liquidity events. At vesting, the fair market value of the shares received is recognized as ordinary income (and subject to payroll taxes for employees). The company withholds shares to cover the tax obligation (net share settlement), or the employee pays taxes from personal funds (same-day sale or cash surrender).
RSU grant structures: time-based RSUs vest on a schedule (commonly 4-year vesting with 1-year cliff for new hires); performance-based RSUs (PSUs) add achievement conditions alongside time-based vesting (e.g., vest 3 years from grant if total shareholder return exceeds a peer group median).
Key differences from stock options: RSUs have immediate value (equal to the number of RSUs × current stock price) and retain value even if stock price declines from grant date; options only have value if stock appreciates above the strike. RSUs are immediately taxable at vesting; ISO options have deferred tax treatment. RSUs generate fewer shares per equity award dollar at high stock prices—options provide more leverage if the stock price increases significantly.
For retention, RSUs create a 'golden handcuff' effect—unvested RSUs are forfeited upon voluntary termination, making the decision to leave increasingly costly as vesting dates approach.
FAQs
How are RSUs taxed compared to stock options?
RSUs are taxed as ordinary income at vesting: the fair market value of shares received is added to W-2 income and subject to federal and state income taxes and payroll taxes (FICA). The company withholds shares or cash to cover taxes. Any subsequent appreciation or depreciation after vesting is taxed as capital gain or loss—short-term if held less than one year, long-term if held more than one year. ISOs, by contrast, have no ordinary income tax at exercise (only AMT impact), with long-term capital gains treatment on all appreciation if held properly. RSUs have more certain, immediate tax cost; ISOs have potential for lower long-term total tax if the company appreciates significantly.
What is the 83(b) election and does it apply to RSUs?
The 83(b) election allows employees to elect to pay taxes on restricted property at the time of grant (at a potentially lower value) rather than at the normal recognition date. For RSUs, the 83(b) election is typically not available—the IRS treats RSUs as unfunded, unsecured promises to deliver property in the future, not current property transfers. However, 83(b) elections do apply to restricted stock grants (actual shares subject to vesting conditions) and early exercises of stock options, allowing employees to pay tax on a lower valuation at grant and then receive capital gains treatment on all subsequent appreciation. RSU holders who want 83(b) economics should ask their employer about restricted stock or early exercise option grants instead.
How do RSU cliff and graded vesting schedules differ?
Cliff vesting means no shares vest until the cliff date (typically 12 months from grant), then a specified percentage vests all at once. If an employee leaves before the cliff, they forfeit all unvested shares. Graded vesting distributes vesting across multiple dates—monthly, quarterly, or annually after the cliff. A 4-year schedule with 1-year cliff is typical: 25% vests at the 1-year anniversary, then 1/48th monthly (or 6.25% quarterly) for the remaining 3 years. This structure is designed to retain employees through the cliff (first year), with decreasing incremental retention as each month passes and the remaining unvested balance shrinks. Front-loaded vesting schedules (more shares vesting earlier) are used to attract candidates who would leave more value on the table to join.
Related Terms
Stock Options
Rights to purchase company shares at a fixed price (strike price) within a specified exercise window.
Total Compensation
Complete value of all monetary and non-monetary benefits provided to an employee in exchange for their work.
Performance Bonus
Annual or periodic cash award tied to achieving individual or company performance targets.
