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Career & Income8 min readWealth

Equity Compensation: Stock Options, RSUs, and ESPP

Understanding and optimizing the stock-based compensation that's increasingly common.

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Equity compensation can be worth more than your salary—or worth nothing. Understanding how it works is essential if you have it.

Types of Equity Compensation

Stock Options (ISOs and NSOs)

The right to buy stock at a set price (strike price) in the future.

TypeTax Treatment
ISO (Incentive Stock Options)Better tax treatment, more rules
NSO (Non-Qualified Stock Options)Taxed as income when exercised

Value = Current price - Strike price

If strike price is $10 and stock is $50, each option is worth $40.

RSUs (Restricted Stock Units)

Promise to give you shares after vesting.

  • No exercise required
  • Taxed as ordinary income when they vest
  • Value = Current stock price × number of shares

ESPP (Employee Stock Purchase Plan)

Buy company stock at a discount (usually 15%) through payroll deductions.

  • Often a "guaranteed" 15%+ return
  • Sell immediately for the safest strategy

Vesting Schedules

Most equity vests over time:

Common schedules:

  • 4-year with 1-year cliff (25% after year 1, then monthly)
  • 3-year with no cliff (monthly or quarterly)
  • Backloaded (more in later years)

Watch Out

If you leave before vesting, you forfeit unvested equity. "Golden handcuffs" are real.

Stock Options: The Basics

Scenario:

  • You have 10,000 options
  • Strike price: $10
  • Current stock price: $50
  • Options are vested and exercisable

Value = (50 - 10) × 10,000 = $400,000

But you need cash to exercise:

  • Exercise cost: $10 × 10,000 = $100,000

You pay $100k to get stock worth $500k.

Stock Options: Exercise Strategies

Exercise and Hold

  • Pay exercise cost
  • Hold the shares
  • Hope for more appreciation
  • Tax complexity (especially ISOs and AMT)

Exercise and Sell (Same Day)

  • Exercise options
  • Immediately sell shares
  • Pocket the difference
  • Simpler taxes

Cashless Exercise

Brokerage fronts the exercise cost, you sell enough to cover it.

Pro Tip

For most people, "exercise and sell" is the safest approach. Don't let tax tail wag the investment dog.

RSUs: Simpler But Not Simple

When RSUs vest:

  1. Shares are deposited in your account
  2. Taxes are withheld (usually sell-to-cover)
  3. You own the remaining shares

Example:

  • 1,000 RSUs vest
  • Stock price: $100
  • Value: $100,000
  • Tax (40%): $40,000
  • Shares sold to cover: 400
  • Shares you keep: 600

The $100,000 is added to your income for the year.

ESPP: Often the Best Deal

Typical ESPP:

  • 15% discount on stock
  • Lookback provision (use lower of start or end price)
  • Buy at end of offering period

Example with lookback:

  • Start price: $100
  • End price: $120
  • You buy at: $100 × 0.85 = $85
  • Immediate value: $120
  • Instant return: 41%

Do This

If your ESPP has a lookback, MAX IT OUT and sell immediately for a nearly guaranteed return.

The Concentration Problem

Watch Out

If company stock is more than 10-15% of your , you're taking on significant risk.

Your job AND your wealth are tied to one company. If the company fails, you lose both.

Strategy: Regularly sell equity and diversify into . Pay the taxes; protect your wealth.

Key Mistakes to Avoid

Avoid This

  • Holding too much company stock
  • Not understanding your vesting schedule
  • Forgetting about AMT (for ISOs)
  • Letting options expire worthless
  • Not participating in ESPP
  • Treating paper gains as real wealth

Quick Win

If you have equity compensation, log into your equity portal right now. Know: how many shares/options you have, your vesting schedule, and current value.

Key Takeaways

  • 1RSUs are taxed as income when they vest—shares are usually sold to cover taxes
  • 2Stock options have value when the current price exceeds the strike price
  • 3ESPP with a lookback is often a guaranteed 25%+ return—maximize it