What is Restricted Stock Compensation?

Restricted Stock: A Valuable Component of Equity Compensation Packages

For many employees, equity compensation is a critical component of their overall compensation package. Equity compensation can take many forms, such as stock options, restricted stock units, and restricted stock. In this post, we will focus on restricted stock and why it is a valuable component of equity compensation packages.

What is Restricted Stock?

Restricted stock is a type of equity compensation where the company grants shares of stock to the employee, subject to certain restrictions or conditions. These restrictions are typically in the form of vesting requirements, which means that the employee does not have full ownership rights until a certain condition is met, such as the completion of a specified period of service or the achievement of certain performance goals or milestones.

Restricted stock is different from stock options in that the employee receives actual shares of stock, rather than the option to purchase shares of stock at a certain price in the future. Restricted stock is also different from unrestricted stock, which is simply shares of stock that are not subject to any restrictions or conditions.

Why is Restricted Stock Valuable?

Restricted stock can be a valuable component of equity compensation packages for several reasons:

  1. Tax Benefits.From a tax perspective, restricted stock can offer advantages over other types of equity compensation. For example, by making an 83(b) election, employees can choose to pay taxes on the fair market value of the shares at the time they are granted, rather than waiting until the shares vest. This can potentially result in significant tax savings, especially if the value of the shares increases significantly before they vest.

  2. Alignment of Interests. When employees receive restricted stock, they become owners of the company, which aligns their interests with those of the company's shareholders. This can lead to greater employee engagement, motivation, and loyalty.

  3. Retention. Restricted stock can be used as a tool to retain key employees, particularly those who are critical to the company's long-term success. Because the shares of restricted stock are subject to vesting requirements, employees are incentivized to stay with the company until the shares vest

  4. Flexibility. Once the shares of restricted stock vest, the employee becomes the owner of the shares and can sell, transfer, or pledge them as they see fit. This provides flexibility for the employee in terms of how they choose to manage their equity compensation.

What Are Some Tax Benefits With Restricted Stock?

Making an 83(b) election can offer several tax benefits for employees who receive restricted stock as part of their equity compensation package. Here are some of the potential tax benefits:

  1. Lock in the Fair Market Value. When an employee receives restricted stock, the employee by default would generally expect to be taxed on the value of the shares as they vest. However, by making an 83(b) election, she or he can choose to pay taxes on the fair market value of the shares at the time they are granted, rather than waiting until they vest. 
  2. Lower Taxable Income. By paying taxes on the value of the shares at the time they are granted, the employee's taxable income is likely to be lower than it would be if they waited until vesting (particularly beneficial for employees in a high tax bracket).
  3. Capital Gains Treatment. Once the shares vest, any future appreciation in the value of the shares will be taxed as a capital gain (either short-term or long-term, depending on how long the shares are held), rather than as ordinary income. This can result in significant tax savings if the shares appreciate significantly in value over time.
  4. Potential for Tax Savings. By making an 83(b) election, the employee can reduce her or his overall tax liability, since the  taxes owed will be based on the value of the shares when granted, rather than when they vest. If the shares appreciate in value significantly, the employee could realize significant tax savings.

But ... making an 83(b) election is not always the best choice for everyone; the decision to make an election should be based on your own particular circumstances and tax considerations, in consultation with your independent, professional tax professional. Additionally, making an 83(b) election is not without risk, as the employee will be paying taxes on shares that may never vest. Therefore, it is important to seek professional tax advice before making an 83(b) election.


Restricted stock can be a valuable component of equity compensation packages that can align employee interests with those of the company, retain key employees, offer tax benefits, and provide flexibility for employees. However, it is important for both employees and employers to understand the tax implications and requirements associated with restricted stock, including the timing of vesting and the potential tax consequences upon vesting and sale of the shares. By properly structuring and managing restricted stock programs, companies can attract and retain top talent, while also driving long-term shareholder value.


Contact an experienced corporate & securities attorney if you are contemplating investing in a venture capital seed round in a startup, or if your company is considering seeking seed round venture capital financing. Make an appointment now for a Free Consultation.  

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