Phantom Stock
정의
Phantom stock is a contractual bonus that pays an employee the cash value of a set number of notional shares without granting real equity or ownership. The payout tracks the company’s share price or a valuation formula, so recipients share in the upside but never appear on the cap table.
투자유치 시 활용 방법
Startups reach for phantom stock (and the related SARs, or stock appreciation rights) when they want to reward key people like equity but keep the cap table clean, avoid adding shareholders, or grant to contractors and non-US staff where options are awkward.
자주 묻는 질문
How is phantom stock different from stock options?
Options give the right to buy actual shares at a strike price; phantom stock never transfers ownership. It is a deferred cash bonus tied to share value, so there is no exercise, no strike price, and no dilution of real equity.
When does phantom stock pay out?
Usually on a trigger like an acquisition, IPO, or a set date, and often after a vesting schedule. Until then it is an unfunded promise, and the payout is generally taxed as ordinary income rather than capital gains.
What are the trade-offs of phantom stock?
Recipients get no voting rights, no QSBS treatment, and ordinary-income tax instead of the lower capital-gains rate, while the company carries a cash liability at exit instead of settling in stock.