What is phantom equity?

What is phantom equity?

What is phantom equity?



Phantom equity is a term commonly used in the world of business and finance, but what exactly does it mean? In simple terms, phantom equity refers to a type of compensation that gives individuals the right to receive a share of the profits or value of a company without actually owning any equity. This concept is often used as a tool to incentivize and reward employees, especially in privately held companies where traditional stock options may not be available. In this article, we will dive deeper into the topic of phantom equity, exploring its features, benefits, and potential drawbacks.

Features of Phantom Equity

Phantom equity plans are designed to mimic the economic benefits of actual equity ownership without granting the recipients any legal ownership rights. Instead, participants receive virtual units or hypothetical shares that are tied to the value of the company. These units are typically subject to vesting schedules, meaning that employees must meet certain conditions, such as a specific period of service or achieving performance targets, before they can fully benefit from the phantom equity.

One of the key features of phantom equity is that it allows participants to share in the company’s success. As the value of the company increases, the value of the phantom equity also rises, providing employees with a financial incentive to contribute to the company’s growth. However, it is important to note that phantom equity does not grant voting rights or any control over the company’s decision-making process.

Benefits of Phantom Equity

Phantom equity plans offer several benefits for both companies and employees. For companies, these plans can be a valuable tool for attracting and retaining top talent. By offering a share in the company’s success, phantom equity aligns the interests of employees with those of the company’s shareholders. This can help foster a sense of ownership and loyalty among employees, leading to increased motivation and productivity.

From an employee perspective, phantom equity provides an opportunity to participate in the financial success of the company without the need to invest personal funds. This can be particularly appealing for employees in privately held companies, where traditional stock options may not be available. Phantom equity also offers a potential tax advantage, as the gains are typically taxed as ordinary income upon distribution, rather than as capital gains.

Potential Drawbacks of Phantom Equity

While phantom equity can be a powerful tool for incentivizing employees, it is not without its potential drawbacks. One of the main concerns is the lack of liquidity. Unlike traditional stock options, phantom equity does not provide a direct path to convert the virtual units into cash. Instead, employees must wait for a liquidity event, such as an acquisition or initial public offering, to realize the value of their phantom equity.

Another potential drawback is the complexity of these plans. Phantom equity often involves intricate legal and accounting considerations, requiring companies to carefully structure and administer the program. This complexity can lead to administrative burdens and potential disputes if the terms of the plan are not clearly defined.


Phantom equity is a compensation tool that allows individuals to share in the success of a company without actual ownership. It offers benefits for both companies and employees by aligning interests and providing a financial incentive. However, it is important to consider the potential drawbacks, such as the lack of liquidity and the complexity of these plans. Overall, phantom equity can be a valuable tool in attracting and retaining talent in privately held companies.


– Investopedia: www.investopedia.com/terms/p/phantom-equity.asp
– The Balance: www.thebalance.com/what-is-phantom-stock-and-how-does-it-work-4053670
– Harvard Business Review: hbr.org/2018/06/should-startups-replace-phantom-equity-with-real-equity