Skip to content
Introduction to Company Funding: Key Concepts and Sources | Sprout

Back to all insights

What is Phantom Equity?

In the realm of employee compensation and incentives, phantom equity has emerged as a popular tool for companies looking to reward and retain top talent without diluting ownership. But what exactly is phantom equity, and how does it work? In this article, we’ll delve into the concept of phantom equity, its benefits, and how it compares to traditional equity.

Understanding Phantom Equity

Phantom equity, also known as shadow stock or synthetic equity, is a type of employee compensation plan that grants employees financial benefits linked to the company’s stock value without granting actual ownership of shares. Essentially, it mimics the advantages of owning stock, such as profit sharing and value appreciation, but without transferring any actual equity.

Phantom equity plans typically involve the following components:

  • Units or Shares: Employees are awarded phantom units or shares that track the value of the company’s real stock.
  • Valuation: The value of these units fluctuates in line with the company’s actual stock value, allowing employees to benefit from the company’s growth.
  • Payout: Employees receive cash payouts based on the value of their phantom shares, usually at a predetermined event such as a company sale, IPO, or specific milestone.

How it Works?

Here’s a simplified example of how a phantom equity plan might operate:

  1. Granting Units: A company grants an employee 1,000 phantom units.
  2. Valuation: At the time of the grant, the company’s stock is valued at $10 per share. Therefore, the initial value of the employee’s phantom units is $10,000.
  3. Appreciation: Over the next few years, the company grows, and its stock value increases to $20 per share.
  4. Payout: If a triggering event occurs (such as the company being sold), the employee’s phantom units are now worth $20,000. The company pays the employee this amount in cash, reflecting the appreciation in stock value.


Phantom equity offers several benefits for both companies and employees:

For Companies:

  • No Dilution: Since no actual shares are issued, phantom equity does not dilute the ownership percentage of existing shareholders.
  • Flexibility: Companies can tailor phantom equity plans to meet specific goals and conditions, making them highly customizable.
  • Retention and Motivation: Phantom equity serves as a powerful incentive to retain and motivate key employees by aligning their interests with the company’s success.

For Employees:

  • Financial Rewards: Employees can benefit from the company’s growth and success without having to invest their own money.
  • Simplicity: Employees do not have to deal with the complexities and responsibilities of actual stock ownership.
  • Liquidity: Phantom equity payouts are typically made in cash, providing immediate liquidity to employees.

Phantom Equity vs. Traditional Equity

While phantom equity and traditional equity (such as stock options) share similarities in incentivizing employees, there are key differences:

  • Ownership: Traditional equity involves actual ownership of shares, whereas phantom equity does not.
  • Voting Rights: Traditional equity shareholders often have voting rights in company decisions. Phantom equity holders do not.
  • Taxation: The tax implications can differ significantly. Phantom equity payouts are typically taxed as ordinary income, while traditional equity may be subject to capital gains tax upon sale.


Phantom equity is a valuable tool for companies seeking to reward and retain employees without diluting ownership. By providing financial benefits tied to the company’s success, phantom equity aligns employee interests with those of the company while offering flexibility and simplicity. Understanding phantom equity and its advantages can help businesses design effective compensation strategies that drive growth and employee satisfaction.

Copyright © Roots Technologies