Introduction to Phantom Stocks and SARs

Although rewarding employees with company stock can provide numerous benefits for both employees and employers, there are times when either legal concerns or an unwillingness to issue additional shares or shift partial control of the company to an employee can cause companies to use an alternative form of compensation that does not require the issuance of actual stock shares.

Phantom stock plans and stock appreciation rights (SARs) are two types of stock plans that don’t really use stock at all but still reward employees with compensation that is tied to the company’s stock performance.

Key Takeaways

• Rewarding employees with company stock has been shown to provide numerous benefits for employees and the employer.
• Phantom stock plans and stock appreciation rights (SARs) are two types of stock plans that don’t actually use stock at all but still reward employees with compensation that is tied to the company’s performance.
• A phantom stock plan pays a cash award to an employee that equals a set number or fraction of company shares times the current share price.
• There are two main types of phantom stock plans: appreciation only and full value.
• SARs give participants the right to the appreciation in the price of their company stock, but not the stock itself

Phantom Stock

Also known as “shadow” stock, this type of stock plan pays a cash award to an employee that equals a set number or fraction of company shares times the current share price. The amount of the award is usually tracked in the form of hypothetical units (known as “phantom” shares) that mimic the price of the stock. These plans are typically geared for senior executives and key employees and can be very flexible in nature.

Form and Structure

There are two main types of phantom stock plans. “Appreciation only” plans do not include the value of the actual underlying shares themselves and may only pay out the value of any increase in the company stock price over a certain period of time that begins on the date the plan is granted. “Full value” plans pay both the value of the underlying stock as well as any appreciation.

Both types of plans resemble traditional non-qualified plans in many respects, as they can be discriminatory in nature and are also typically subject to a substantial risk of forfeiture that ends when the benefit is actually paid to the employee, at which time the employee recognizes income for the amount paid and the employer can take a deduction.

Phantom stock plans frequently contain vesting schedules that are based on either tenure or the accomplishment of certain goals or tasks as covered in the plan charter. This document also dictates whether participants will receive cash equivalents that match dividends or any type of voting rights.

Some plans also convert their phantom units into actual stock shares at the time of payout in order to avoid paying the employee in cash. Unlike other types of stock plans, phantom stock plans do not have an exercise feature, per se; they only grant the participant into the plan according to its terms and then confer either the cash or an equivalent amount into actual stock when vesting is complete.

Advantages and Disadvantages

Phantom stock plans can appeal to employers for several reasons. As an example, employers can use them to reward employees without having to shift a portion of ownership to their participants. For this reason, these plans are used primarily by closely held corporations, although they are used by some publicly traded firms as well.

Also, like any other type of employee stock plan, phantom plans can serve to encourage employee motivation and tenure and can discourage key employees from leaving the company with the use of a “golden handcuff” clause.

Employees can receive a benefit that does not require an initial cash outlay of any kind and also does not cause them to become overweight with company stock in their investment portfolios. The large cash payments that employers must make to employees, however, are always taxed as ordinary income to the recipient and may disrupt the firm’s cash flow in some cases.

Note

As phantom stock plans are deferred compensation plans they must comply with section 409A of the tax code.

The variable liability that comes with the normal fluctuation in the company stock price can be a drawback on the corporate balance sheet in many cases. Companies must also disclose the status of the plan to all participants on an annual basis and may need to hire an independent appraiser to periodically value the plan.

Stock Appreciation Rights (SARs)

As the name implies, this type of equity compensation gives participants the right to the appreciation in the price of their company stock, but not the stock itself.

SARs resemble non-qualified stock options in many respects, such as how they are taxed, but differ in the sense that holders of stock options are actually given shares of stock that they must sell and then use a portion of the proceeds to cover the amount that was originally granted.

Although SARs are also always granted in the form of actual shares of stock, the number of shares given is only equal to the dollar amount of gain that the participant has realized between the grant and exercise dates.

Like several other forms of stock compensation, SARs are transferable and are often subject to clawback provisions (conditions under which the company may take back some or all of the income received by employees under the plan, such as if the employee goes to work for a competitor within a certain time period or the company becomes insolvent).

SARs are also frequently awarded according to a vesting schedule that is tied to performance goals set by the company.

Taxation

SARs essentially mirror non-qualified stock options (NSOs) in how they are taxed. There are no tax consequences of any kind on either the grant date or when they are vested. Participants must recognize ordinary income on the spread at exercise, and most employers will withhold supplemental federal income tax along with state and local taxes, Social Security, and Medicare.

Many employers will also withhold these taxes in the form of shares. For example, an employer may only give a certain number of shares and withhold the remainder to cover the total payroll tax. As with NSOs, the amount of income that is recognized upon exercise then becomes the participant’s cost basis for tax computation when the shares are sold.

Advantages and Disadvantages

The previous examples illustrate why SARs make it easy for employees to exercise their rights and calculate their gains. They do not have to place a sale order at exercise in order to cover the amount of their basis as with conventional stock option grants. SARs do not pay dividends, however, and holders receive no voting rights.

Important

Key information to be aware of regarding SARs includes the grant date, the exercise price, the vesting date, and the expiration date.

Employers like SARs because the accounting rules for them are favorable; they receive fixed accounting treatment instead of variable and are treated in much the same manner as conventional stock option plans.

However, SARs require the issuance of fewer company shares and, therefore, dilute the share price less than conventional stock plans. And like all other forms of equity compensation, SARs can also serve to motivate and retain employees.

What Are the Risks of Phantom Stock and SARs for Employees?

With both phantom stock and SARs, the main risk that employees are exposed to is the company’s stock performance. If the company performs poorly, the potential financial benefits may be reduced or lost. In addition, because these plans come with vesting schedules, employees may not receive any payout if they leave the company before fully vesting.

Can Companies Customize Phantom Stock Plans for Different Employees?

Yes, companies can customize phantom stock plans to suit various employee levels and roles. For instance, senior executives may receive full-value plans that include both the stock’s value and appreciation, while mid-level employees might have access to appreciation-only plans. This allows companies to align rewards with different employee tiers.

How Do Phantom Stock and SARs Impact Cash Flow?

Phantom stock and SARs impact a company’s cash flow when large payouts are due. Since these plans are often settled in cash, companies need to be ready for these financial obligations, particularly if the stock value increases significantly. To prepare for this, companies often set aside reserves or plan payouts to match with periods of strong cash flow.

The Bottom Line

Phantom stock and SARs provide employers with a means of providing equity-linked compensation to employees without the need to materially dilute their stock. Although these programs have some limitations, they have many benefits that make them attractive to both employers and employees.