Phantom Stock vs. ESOP: Demystifying Equity Incentives

May 14, 2024

Employee ownership can be a powerful motivator, but navigating the world of stock-based compensation can be confusing. Two popular options are phantom stock plans and Employee Stock Ownership Plans (ESOPs). Let’s delve into what each entails and how they differ.

What is a Phantom Stock Plan?

Imagine a stock that tracks a company’s real stock price, but you don’t actually own any shares. That’s the essence of a phantom stock plan. It’s a contractual agreement where employees receive a cash payout based on the performance of the company’s stock at a predetermined future date. Employees benefit from either the full value or appreciated value of the company, as well as owner-like benefits, without the dilution of existing shares.

What is an ESOP (Employee Stock Ownership Plan)?

An ESOP is a type of retirement plan where a company sets aside stock for its employees. Unlike phantom stock, employees become actual shareholders in the company, often through a trust that holds the shares on their behalf. This ensures a stake in the company’s long-term success, motivating staff to work hard.

ESOPs continue to be a popular mechanism for companies to attract and retain staff. According to the National Center for Employee Ownership (NCEO), there were 6,533 ESOPs in the United States, holding total assets of over $2.1 trillion as of 2021. There were about 6,322 (5,866 private and 456 public) unique companies with an ESOP plan in place. To note, a company may sponsor multiple plans. All together, ESOPs cover 14.7 million plan participants.

Similarities and Differences:

Both phantom stock and ESOPs aim to align employee interests with company growth. They incentivize employees to work towards the company’s success, potentially leading to a bigger payout or a more valuable ownership stake. Both usually have vesting schedules, meaning employees have to work for a certain period to fully benefit.

Here’s a table highlighting the key differences:

Phantom Stock(MARE)ESOP
Affordable to setup & maintain✔️
Simple to setup & maintain✔️
No ownership dilution✔️
Taxed after milestone or triggering event✔️Varies
Small business friendly✔️
Classified as deferred compensation✔️
Tied to potential growth in value of stock over certain time✔️✔️
Flexible: vesting schedules, payout triggers and valuation methods controlled by business owners✔️
Voting rights
Must get company valuation✔️

Choosing the Right Option:

The choice between phantom stock and ESOPs depends on the company’s goals and employee preferences. Phantom stock offers simpler administration for companies but might not be as attractive to employees due to ordinary income tax implications. ESOPs provide actual ownership with potential capital gains benefits, but come with increased administrative burdens and potential dilution for existing shareholders.

Phantom stock and ESOPs offer distinct approaches to employee equity participation. Understanding them empowers both companies and employees to make informed decisions regarding compensation and ownership. Consider consulting with a financial advisor to weigh the specific tax implications for your situation.

Learn how we can help
Book a Free Call

Not quite ready for a complex ESOP? Check out our free phantom equity template:

Customize Your Plan Now

Related Posts