EQUITY COMPENSATION 101: RSUS (RESTRICTED STOCK UNITS

• Restricted stock units (RSUs) are one way for companies to grant shares of company stock to employees.
• The term “restricted” refers to the vesting schedule, or the specified period that must elapse before you’re paid the shares of stock.
• You pay taxes on the value of the RSUs at vesting.
• You pay taxes again when you sell the shares resulting from the vested RSUs.

Happy Thanksgiving! We’re approaching the time of year when your company will share your 2020 compensation package. Hopefully you will be getting a higher base salary, and/or a larger bonus. And if you work for a publicly-traded company like Clorox or Square, chances are that you also have equity compensation.

Restricted Stock Units (RSUs) are the most common way that employers grant company stock. Perhaps you’re about to receive the first RSU grant of your career, or you have a few years of RSU grants under your belt. Because many clients are unfamiliar with the mechanics of their RSUs, I’ve written this blog post to break it down in plain English.

RSUS: BACKGROUND

RSUs represent company stock that will be given to you – but with strings attached. You must work at the company for a specified period before the shares of stock are paid to you. The vesting schedule defines how much time must elapse.

VESTING SCHEDULE

There are three categories of vesting schedules. As an illustration, let’s say you’re granted 120 RSUs in January 2019. The vesting, or your ownership of the company stock, proceeds as follows:

1. Cliff vesting: after a certain amount of time has elapsed, you receive 100% of the shares. With a 3-year cliff vesting schedule, you’d receive 120 shares of company stock in January 2022.
2. Graded vesting: you receive smaller chunks of shares at a regular frequency. With a 4-year graded vesting schedule, you’d receive 30 shares of stock every January, 2020-23.
3. Hybrid of cliff and graded vesting. For example, a company pays 40 shares of stock in January 2020, and then 3-4 shares per month thereafter (e.g., 1/36 per month).

VALUE OF YOUR RSUS

When you receive RSUs, you can approximate the value of the grant by multiplying the number of RSUs and the closing stock price on the date of grant. For example:

• Grant date (and vesting commencement date): 1/2/2020
• Total number of RSUs: 120
• Stock price on 1/2/2020: $200 per share
• Value of the unvested RSUs, before taxes: $24,000 (120*$200)

Note that on 1/2/2020, you’re 0% vested in the RSUs. Let’s say you’re subject to a 25%/year vesting schedule. You will be paid 30 shares on 1/2/2021, at which point you can calculate the actual value by multiplying 30 shares by the closing stock price on 1/2/2021.

Restricted stock units will always have value. This is true even if the stock price drops below the price on the grant date. Building on the example from above, let’s examine the value of your shares resulting from the RSUs vesting after one year:

• Grant date (and vesting commencement date): 1/2/2020 (@$200/share)
• Total number of RSUs: 120
• Vesting schedule: 25% per year (30 shares on January, 2021-24)

	Stock price drops to $150 per share on 1/2/2021	Stock price remains flat at $200, 1/2/2021	Stock price increases to $250 per share on 1/2/2021
Value of 30 shares on 1/2/2021 (before taxes)	$4,500	$6,000	$7,500

In all three scenarios, the shares resulting from the RSU vesting are worth something, even if the stock price decreases since the grant date.

TAXES

Different taxes apply based on the RSU lifecycle:

	At Grant	At Vest	At Sale
Taxes on RSUs	N/A	Regular income tax Medicare payroll tax Social Security payroll tax	Capital gains tax

In the sections below, I discuss how taxes are calculated, and when you must pay the taxes in each phase

AT VEST: HOW TAXES ARE CALCULATED

You’re subject to tax when the shares are delivered to you at vesting. The market value of the shares at vesting is taxable income. Let’s say one year has elapsed, and you receive 30 shares of company stock of the 120 RSUs originally granted (25% per year vesting schedule). Assuming the stock price increased to $250 per share on 1/2/2021, your taxable income in 2021 as a result of the RSU vesting is $7,500 (30*$250).

The IRS (and your state and local tax authorities, if applicable), view this $7,500 as compensation income. This $7,500 income from RSU vesting is called “supplemental wages” by the IRS. This term refers to compensation paid to you in addition to regular wages. Common examples are bonuses, and RSU vesting.

AT VEST: WHEN YOU MUST PAY TAXES

Your company is required to withhold taxes on the vesting date. Supplemental wages are subject to a mandatory and unique set of tax rates defined by the IRS (and your state/local tax authorities, if applicable).

Here are the tax rates on supplemental wages at the federal and state of California levels:

Federal income tax	22%
Social Security tax	6.2%*
Medicare tax	1.45%
Additional Medicare tax	0.9%**
State of California income tax	10.23%
State of California disability tax	1%***
Total	41.78%

*Assessed on the first $132,900 of wages in 2019. Any wages in excess of this annual limit aren’t subject to the Social Security tax.

**Your company is required to withhold additional Medicare tax of 0.9% if your wages exceed $200,000 in the calendar year.

***Assessed on the first $118,371 of wages in 2019. Any wages in excess of this annual limit aren’t subject to the California disability tax.

You can choose from several tax withholding methods:

• Net Share Settlement: your company keeps a portion of the newly-vested shares equal to the tax needed for withholding. The remaining shares are then deposited to your brokerage account.
• Same-Day Sale: immediately sell all of the newly-vested shares, and some of the proceeds are used to pay taxes. The remaining cash is deposited to your brokerage account.
• Sell-to-Cover: all of the newly-vested shares are released to you. Then the broker sells enough shares to cover the taxes owed. You keep the remaining shares.
• Cash Transfer: deposit outside cash to pay taxes.

According to the 2016 Domestic Stock Plan Design Survey by the National Association of Stock Plan Professionals, Net Share Settlement is by far the most popular choice.

SPECIAL NOTE ON FEDERAL AND CALIFORNIA STATE TAXES OWED AT VEST

You now know that your company must withhold 22% for federal income tax. If your taxable income is greater than $83,000 for single filers ($165,000 if married filing jointly), you likely will still owe federal income taxes next April 15^th. To remedy this situation, you may need to pay estimated taxes. Consult with a financial planner or tax professional to have your individual situation assessed.

For California income tax, the mandatory withholding rate is 10.23%. For very high earners (>$345K for single filers, $690K for married filing jointly), you may need to pay California estimated taxes. Again, consult with a financial planner or tax professional to have your individual situation assessed.

TAXES AT SALE OF THE SHARES

Shares that resulted from your RSUs’ vesting have been deposited to your brokerage account. When you sell the shares, you must pay a separate set of federal taxes known as capital gains tax. This assumes the share price has appreciated since the vesting date.

Capital gains are income that arise from the sale of a capital asset. Examples of capital gains are gains from the sale of securities held for investment, including the sale of shares that you acquired from vested RSUs. Capital gains may be short-term (held one year or less) or long-term (held more than one year).

Short-term capital gains are taxed at regular income tax rates. If you’re a single filer with $175,000 taxable income, you’re at a 32% marginal tax rate.

Long-term capital gains are taxed at a special, lower rate:

• For most people, the tax rate on long-term capital gains is 15%.
• For high earners, the capital gains tax rate is anywhere from 18.8% to 23.8%.

Some states have capital gains tax as well. California doesn’t distinguish between short-term and long-term capital gains. Instead, California treats income from selling securities as regular income, as if it were another paycheck.

Let’s say you’re a single filer in California with $175,000 taxable income. Your capital gains tax would be as follows:

Sell Stock (Held 1 Year or Less)	Sell Stock (Held >1 Year)
Short-term Capital Gains Tax: 24% federal 9.3% state	Long-term Capital Gains Tax: 15% federal 9.3% state

Your company will not withhold capital gains tax for you. You may need to pay estimated taxes in the “quarter” during which you sold the shares. The IRS’ definition of quarter-end is as follows:

• April 15
• June 15
• September 15
• January 15 of the following calendar year

Consult with a financial planner or tax professional to see whether you should pay estimated taxes now, or if you can simply wait until the April 15^th tax filing deadline.

WHAT HAPPENS IF I LEAVE MY COMPANY?

If you voluntarily quit your company, most employers will forfeit the unvested RSUs. You can keep the shares that resulted from RSUs that vested prior to your departure date, however.

Most companies will accelerate the vesting of your RSUs in the event of your death or disability. You can then designate a beneficiary to receive payment of the shares that resulted from the accelerated vesting of the RSUs. Review your RSU award agreement to see if an accelerated vesting clause is included.