Restricted Stock Units (RSUs): How they work

Restricted stock units
When it comes to employee compensation, a regular paycheck and basic benefits are just the tip of the iceberg. Beneath the surface lies a world of perks that convince jobseekers to sign on the dotted line and keep existing talent around for the long haul.Β
Restricted Stock Units, or RSUs, are a type of equity compensation that fosters a symbiotic employee-employer relationship. Organizations can choose from different RSU structures, providing stock options and other incentives to motivate employees to invest back into the companyβs future. This aligns workersβ day-to-day efforts with long-term success while boosting the value of the workersβ stock portfolios.
Read on to learn more about how RSUs can set your business apart in a competitive job market and how Oyster can fill your total rewards program with innovative employee benefits that boost employee engagement and retention.Β
What is a restricted stock unit?
A restricted stock unit is a type of incentive-based compensation companies use to reward employees. Simply put, RSUs are a promise to give employees shares of company stock at a future date, typically linked to specific milestones. This might include time-based RSUs, which vest over a set period, or performance-based RSUs, which vest when performance goals are achieved.Β
RSUs can be a game-changer for your organizationβs compensation package since they offer direct benefits to employees and employers. Aligning employee interests with the companyβs growth strategy enhances job satisfaction, boosts loyalty, and provides a valuable opportunity for long-term financial health.Β
How do RSUs work?Β
The timeframe for meeting milestones is called a vesting period or vesting schedule. During the vesting period, the shares are restricted, meaning they have no tangible value. Employees canβt sell or transfer RSUs until they vest, ensuring that they stay committed to the companyβs mission.Β
Once RSUs vest, employees can cash them in or hold onto them like they would a share of any other companyβs stock. The length of the vesting period can vary widely, although a typical range is between one and four years. Typical vesting schedules include time-based vesting, either delivered in a lump sum or gradually over time (e.g., 25% per year for four years), or performance-based vesting, where shares vest only when a specific performance metric is met.Β
Organizations have the flexibility to design their vesting schedules to align with their business goals. With careful strategy, you can incentivize employees to stay with the company and contribute to specific growth initiatives.Β
Benefits and drawbacks of offering RSUs
The options when crafting a compensation package are vastβRSUs can provide a competitive edge. But are they the right fit for your organization and employeesβ needs? Letβs examine the pros and cons.
Pros of RSUs
RSUs are one way to keep your employeesβ eyes on the prizeβwhether thatβs sticking around for several years or prepping the company for its big IPO. Need more convincing? Letβs explore four benefits of RSUs:
- Attract top talent: If you want a competitive workforce, you need competitive benefits. Candidates are seeking more than a good salary. They want personalized monetary and nonmonetary benefits that contribute to their personal and professional growth. RSUs give new hires a stake in the companyβs future, reflecting an organizational commitment to mutual success.
- Cushion lower salary: You canβt always pay top dollar, especially in the early stages of growth. RSUs are an equity incentive that can offset a less competitive take-home pay with potential future gains, increasing the appeal of your overall compensation package. Plus, RSUs have no upfront costβcompanies donβt have to pay out until shares vest and are issued.Β
- Align interests: When workers are focused on small daily tasks and short-term deadlines, they can lose sight of the long-term mission. Performance- and metric-based RSUs ensure that employees are always in tune with the bigger picture. They benefit directly from the companyβs big successes.Β
- Small administrative costs: Managing RSUs is relatively straightforward compared to other equity compensation plans, such as exercising stock options or managing a virtual stock option plan (VSOP). RSUs are easier to track and manage since they automatically convert into shares of company stock.Β
Cons of RSUs
Complex tax burdens, market fluctuations, delayed dividendsβthese are a few potential obstacles related to this type of stock compensation:
- Delayed dividends: Employees donβt receive cash dividends until their RSUs convert into company shares. Unachievable performance metrics or RSUs that take a decade to vest may not be a convincing argument to retain talent. Workers might forfeit unvested RSUs to seek better earnings elsewhere.Β
- No voting rights: RSUs donβt grant voting rights until shares are issued. That means employees donβt have a say in company matters, such as mergers, acquisitions, or other strategic initiatives that impact their equity value. This lack of input can lead to disengagement from employees who are eager to influence the companyβs direction.Β
- Tax complexities: When RSUs vest, theyβre considered taxable as ordinary income. Employees will pay income tax on the fair market value of their shares of stock. This means a higher tax liability, especially if the stock price rises significantly. Likewise, future gains are subject to capital gains tax, which requires careful financial planning.Β
Example of RSUs
How do RSUs fit into a compensation package? Letβs look at a hypothetical example.Β
Sarah, a software engineer, receives a job offer from a tech startup that includes 2,000 RSUs as part of her compensation package. The offer outlines a six-year vesting schedule, with 25% of the shares vesting each year after her second work anniversary, but only if the company meets a specific revenue target of $5 million in profits each year.Β
- Years 1 and 2: Sarah stays with the company.Β
- Year 3: After her second work anniversary and successfully hitting the target, 500 RSUs vest. At a stock price of $20 per share, Sarah decides to cash her company shares at a value of $10,000, which is taxed as ordinary income.Β
- Year 4: Another 500 RSUs vest, contingent on meeting the same profit goal. The company exceeds expectations, increasing its stock value. Sarah gains these shares at $30 each. Sarah decides to keep her company stock invested at a value of $15,000 before taxes.Β
- Year 5: Due to a dip in the market, the company fails to meet the $5 million revenue target. Sarah doesnβt receive her 500 RSUs.Β
- Year 6: The market bounces back. The company meets its revenue target, and the stockβs value hits an all-time high of $45 per share. Sarah receives her 500 RSUs. Her combined 1000 RSUs have a total value of $45,000 before taxes.Β
How are restricted stock units taxed in the United States?
When it vests, the RSU is assigned at a fair market value. At this point, itβs considered ordinary income, which has tax implications.
How does taxation work for RSUs in the U.S.? A portion of the shares is usually withheld to pay the relevant income taxes immediately, and the employee then receives the rest. Since those shares are vested, the employee can do what they want with themβsit on them or sell.
Offer competitive benefits and boost employee retention
Not sure where stock compensation fits into your total rewards package? Weβre here to help. With experience creating employee benefits plans in 180+ countries worldwide, Oyster can guide you in designing a competitive offering that attracts and retains top talent. Letβs build a brighter future for your team together. Get started today.Β

FAQβs
What does βRSUβ mean in a salary offer?
In a salary offer, restricted stock units (RSUs) are a form of equity compensation that sits alongside cash pay. Theyβre not a cash bonus and theyβre not βstock todayββtheyβre a promise to deliver company shares (or sometimes cash equivalent) later, once you meet the vesting conditions in your grant agreement. The practical takeaway is that RSUs can increase your total compensation, but their real value depends on when they vest, what the shares are worth at vesting, and whether you can actually sell them (which matters a lot for private companies).
Restricted stock units vs. restricted stock awards (RSAs): whatβs the difference?
RSUs are a promise to deliver shares in the future, while restricted stock awards (RSAs) are actual shares issued upfront but subject to forfeiture restrictions. That distinction changes what you βownβ on day one and can change how rights like voting and dividends work. RSAs can also open the door to tax elections in some jurisdictions, while RSUs typically trigger taxation when they vest and settle into shares.
How are restricted stock units taxed in the U.S., and why do people get surprised?
In the U.S., RSUs are generally taxed as ordinary income when they vest and shares are delivered, based on the fair market value on that date. The surprise is usually withholding: many employers withhold at a flat supplemental rate, which can be too low for higher earners or for big vesting events, so you may owe more at filing time even if you didnβt sell shares. Another common βgotchaβ shows up later when you sell: the sale can create capital gains or losses, and tax reporting can get messy if your brokerage cost basis doesnβt clearly reflect what was already taxed at vesting.
How do RSUs work in a private company if thereβs no market to sell the shares?
This is where RSUs can feel a little theoretical. Your RSUs can vest, but liquidity is not guaranteed because there may be no public market, and the company may restrict when you can sell even in secondary transactions. Many private companies use structures like double-trigger vesting, where you need both time-based service and a liquidity eventβlike an IPO or acquisitionβbefore shares actually deliver (or before they become meaningfully sellable). If youβre evaluating an offer, ask what has to happen for settlement, whether thereβs a history of tender offers, and how tax withholding is handled if shares vest before thereβs a way to sell them.
Do RSUs pay dividends?
Usually not while theyβre still RSUs. Because you donβt own actual shares until vesting and settlement, you typically donβt receive dividends during the unvested period. Some companies offer βdividend equivalents,β which are payments or additional units meant to mirror dividends, but thatβs plan-specific and it can come with its own tax treatment. If dividends matter to you, youβll want to check the equity plan documentsβnot just the offer letter summary.
About Oyster
Oyster is a global employment platform designed to enable visionary HR leaders to find, hire, pay, manage, develop, and take care of a thriving distributed workforce. Oyster lets growing companies give valued international team members the experience they deserve, without the usual headaches and expense.
Oyster enables hiring anywhere in the worldβwith reliable, compliant payroll, and great local benefits and perks.

Related Resources
.webp)
.webp)
What are advisory shares? A guide for founders
Learn what advisory shares are and how they work.


What taxes do employees pay on equity?
Learn more about taxes on equity.


Equity incentive plan: Benefits + how they work
Why equity incentive plans are popular recruitment tools.


Announcing Oysterβs new equity assessment tool
Learn all about this new service by Oyster.


What is non-dom status and how have the rules changed?
Learn non-dom status and UK tax changes for global mobility.


Understanding liabilities in business: Examples and tips
Learn about liabilities in business.
