Phantom Stock Plans

true-tamplin_2x_mam3b7

Written by True Tamplin, BSc, CEPF®

Reviewed by Subject Matter Experts

Updated on July 14, 2023

Are You Retirement Ready?

What Are Phantom Stock Plans?

Phantom stock plans are employee compensation plans that provide the benefits of owning company stock without transferring shares. These plans grant employees the right to receive a cash payment or equivalent shares based on the value of company stock at a future date.

The main purpose of phantom stock plans is to incentivize and retain key employees by aligning their interests with those of shareholders.

These plans provide employees with the potential for financial gain as the company's stock value increases without diluting ownership or incurring the same costs as traditional equity awards.

Phantom stock plans differ from traditional stock options and restricted stock units (RSUs) in several ways.

Stock options give employees the right to purchase shares at a predetermined price, while RSUs are grants of actual shares. Phantom stock plans provide only the economic benefit of owning shares without transferring ownership.

Types of Phantom Stock Plans

Appreciation-Only Phantom Stock Plans

Appreciation-only phantom stock plans are designed to reward employees based on the company's stock value increase over time.

Participants receive a cash payment or equivalent shares equal to the difference between the stock's value at grant and its value at vesting or payout.

Full-Value Phantom Stock Plans

Full-value phantom stock plans provide employees with the entire value of the underlying company stock at the time of payout.

This includes both the initial stock value at the grant and any appreciation that occurs during the vesting period, resulting in a potentially larger payout for participants.

Performance-Based Phantom Stock Plans

Performance-based phantom stock plans tie payouts to the achievement of specific company performance goals or metrics.

These plans can help align employee efforts with strategic objectives and ensure that rewards are tied to the overall success of the company.

Hybrid Phantom Stock Plans

Hybrid phantom stock plans combine elements of both appreciation-only and full-value plans or incorporate performance-based features. These plans offer greater flexibility in structuring employee rewards and can be tailored to meet the unique needs of individual companies.

Types of Phantom Stock Plans

Features of Phantom Stock Plans

Granting and Vesting Schedules

Phantom stock plans typically include granting and vesting schedules, which determine when employees receive their awards and when they become eligible to receive payouts.

These schedules can be based on time, performance, or a combination of factors, allowing companies to customize their plans to meet specific objectives.

Dividend Equivalent Rights

Dividend equivalent rights (DERs) allow participants in phantom stock plans to receive additional compensation based on the dividends paid on the underlying company stock.

This feature helps to further align employee interests with those of shareholders and can increase the overall value of the phantom stock awards.

Settlement Methods

Phantom stock plans can use various settlement methods to distribute payouts to participants, including cash settlement and stock settlement.

Cash Settlement

Cash settlement involves paying employees the value of their phantom stock awards in cash, typically based on the company's stock value at the time of payout. This method does not require the issuance of actual shares, thereby avoiding dilution of ownership.

Stock Settlement

Stock settlement involves issuing actual shares of company stock to participants in lieu of cash payments. This method can provide employees with the potential for further gains if the stock value continues to increase but may result in a dilution of ownership for existing shareholders.

Tax Implications for Participants and Companies

Phantom stock plans have different tax implications for participants and companies than traditional equity awards.

Generally, phantom stock payouts are treated as ordinary income for employees, while companies can often claim tax deductions for the payouts made under these plans.

Features of Phantom Stock Plans

Designing and Implementing Phantom Stock Plans

Identify Plan Objectives

The first step in designing and implementing a phantom stock plan is to identify the company's objectives for the plan. This could include incentivizing and retaining key employees, aligning employee interests with shareholder interests, or managing ownership dilution concerns.

Select Eligible Participants

Determining which employees will be eligible to participate in the phantom stock plan is a crucial decision. Companies should consider factors such as the employee's role, performance, and potential impact on the company's success when selecting participants.

Determine Plan Type and Features

Companies must decide on the type of phantom stock plan that best suits their needs and any additional features they wish to include.

This may involve selecting between appreciation-only, full-value, performance-based, or hybrid plans and incorporating features such as dividend equivalent rights or specific settlement methods.

Establish Grant and Vesting Schedules

Establishing grant and vesting schedules is essential to designing a phantom stock plan.

These schedules determine when employees receive their awards and when they become eligible to receive payouts and can be based on factors such as time, performance, or a combination of both.

Communicate the Plan to Participants

Effectively communicating the phantom stock plan to participants is critical to its success.

Companies should provide clear and transparent information on the plan's features, benefits, and potential risks and ensure that employees understand how the plan aligns with the company's overall objectives.

Manage Ongoing Plan Administration and Compliance

Once a phantom stock plan is implemented, companies must manage ongoing administration and ensure compliance with relevant laws and regulations.

This may involve tracking grant and vesting schedules, calculating payouts, managing tax and accounting implications, and conducting regular plan audits.

Designing and Implementing Phantom Stock Plans

Legal and Regulatory Considerations of Phantom Stock Plans

Securities Laws and Regulations

Phantom stock plans may be subject to securities laws and regulations, depending on the plan's structure and the company's jurisdiction. Companies should consult with legal counsel to ensure their plan complies with applicable securities regulations and any required disclosures or filings.

Tax Regulations

Phantom stock plans have unique tax implications for both participants and companies, which must be considered during plan design and ongoing administration.

Companies should consult with tax professionals to ensure their plan complies with relevant tax regulations and to minimize any adverse tax consequences for participants.

Accounting Standards

Companies implementing phantom stock plans must comply with applicable accounting standards, such as recognizing the plan as a liability on their financial statements.

Consulting with an accounting professional can help ensure that the plan is properly accounted for and complies with relevant accounting standards.

Employment Laws

Phantom stock plans may also be subject to employment laws, particularly in regard to anti-discrimination and equal pay requirements.

Companies should consult with legal counsel to ensure their plan complies with applicable employment laws and does not inadvertently create disparities or discrimination among employees.

Advantages of Phantom Stock Plans

Incentivizing and Retaining Key Employees

Phantom stock plans are an effective tool for incentivizing and retaining key employees, as they offer the potential for financial gain based on the company's stock performance.

This aligns employee interests with those of shareholders and encourages long-term commitment to the company.

Alignment of Employee and Shareholder Interests

By tying employee rewards to the company's stock value, phantom stock plans help align employees' interests with those of shareholders. This can lead to increased employee motivation, as they share in the company's financial success.

No Dilution of Ownership

One advantage of phantom stock plans over traditional equity awards is that they do not result in dilution of ownership for existing shareholders. This can be particularly attractive to closely-held or family-owned businesses, where maintaining control of ownership is a priority.

Flexibility in Plan Design

Phantom stock plans offer a high degree of flexibility in their design, allowing companies to tailor the plans to meet their specific needs and objectives. This can include customizing grant and vesting schedules, incorporating performance-based features, or creating hybrid plans.

Lower Administration Costs

Compared to traditional equity awards, phantom stock plans can have lower administration costs as they do not require the issuance of actual shares. This can result in cost savings for the company while providing a valuable employee incentive.

Disadvantages and Challenges of Phantom Stock Plans

Accounting and Tax Complexities

Phantom stock plans can present accounting and tax complexities for both companies and participants.

Companies must account for phantom stock awards as a liability on their financial statements. At the same time, participants may face ordinary income tax on payouts rather than the more favorable capital gains tax treatment available with traditional equity awards.

Potential for Increased Cash Flow Requirements

Phantom stock plans can increase companies' cash flow requirements, particularly if cash settlements are used for payouts.

This can be a challenge for companies with limited cash reserves and may require careful planning and management to ensure sufficient funds are available when payouts are due.

Perception of Lesser Value Compared to Traditional Equity Awards

Some employees may perceive phantom stock plans as having lesser value compared to traditional equity awards, such as stock options or RSUs.

This perception can be due to the lack of actual share ownership and the different tax treatment of payouts, which may affect employee satisfaction and engagement with the plan.

Possible Negative Impact on Company Culture

If not carefully designed and communicated, phantom stock plans can have a negative impact on company culture.

Employees may view these plans as favoring certain individuals or groups, leading to feelings of inequality or resentment among the workforce.

It is crucial for companies to ensure transparency and fairness in the implementation of phantom stock plans to avoid such issues.

Pros and Cons of Phantom Stock Plans

Phantom Stock Plans in Various Industries

Start-Ups and Small Businesses

Start-ups and small businesses can benefit from implementing phantom stock plans to attract and retain talent while managing ownership dilution concerns.

These plans can be particularly appealing to early-stage employees, as they offer the potential for financial gains as the company grows and succeeds.

Family-Owned Businesses

Family-owned businesses often use phantom stock plans to incentivize and retain key non-family employees without diluting family ownership.

This approach allows the company to align the interests of employees with those of family shareholders while preserving control of the business within the family.

Non-profit Organizations

Non-profit organizations can use phantom stock plans as a tool to incentivize and retain key employees in the absence of traditional equity compensation.

These plans can be structured to reward employees based on the organization's financial or performance metrics, helping to align employee interests with the organization's mission and goals.

Publicly Traded Companies

Publicly traded companies may also utilize phantom stock plans to incentivize and retain key employees while managing ownership dilution concerns.

These plans can offer a flexible and cost-effective alternative to traditional equity compensation while still aligning employee interests with shareholder value.

Final Thoughts

Phantom stock plans can be an effective employee compensation strategy, but understanding their benefits and drawbacks is crucial for companies.

By evaluating their features, advantages, and challenges, companies can make informed decisions about whether to implement such a plan.

Factors such as their objectives, employee demographics, industry, and legal and regulatory requirements should be considered to ensure the chosen plan meets the company's needs and complies with relevant laws.

As companies seek innovative ways to attract and retain top talent, phantom stock plans and other equity compensation strategies will likely continue to evolve and gain popularity.

However, due to their complexities, companies should seek the guidance of financial advisors, legal counsel, and tax professionals to ensure compliance with all regulations and meet their objectives.

Phantom Stock Plans FAQs

true-tamplin_2x_mam3b7

About the Author

True Tamplin, BSc, CEPF®

True Tamplin is a published author, public speaker, CEO of UpDigital, and founder of Finance Strategists.

True is a Certified Educator in Personal Finance (CEPF®), author of The Handy Financial Ratios Guide, a member of the Society for Advancing Business Editing and Writing, contributes to his financial education site, Finance Strategists, and has spoken to various financial communities such as the CFA Institute, as well as university students like his Alma mater, Biola University, where he received a bachelor of science in business and data analytics.

To learn more about True, visit his personal website or view his author profiles on Amazon, Nasdaq and Forbes.

Meet Top Certified Financial Advisors Near You