What types of equity compensation are there?
Understanding the different vehicles for equity is vital when designing an employee equity plan, impacting the financial potential of the equity, when employees can access that potential, what conditions apply, and how it's taxed – for both the company and the employee.
The most common types used in Europe are:
Stock options
Stock options give an employee the right to buy company shares at a fixed price – the strike price – at a future date. If the company's value increases, the employee can buy shares at the lower strike price and sell at the higher market price, pocketing the difference.
Most startups opt for tax-advantaged stock option schemes where they exist, because the tax treatment for both employer and employee is significantly better.
In the UK, for instance, the Enterprise Management Incentive (EMI) scheme are the most widely used: employers pay no tax at exercise and may qualify for corporation tax deductions, while employees pay no income tax at exercise and benefit from reduced capital gains tax rates under Business Asset Disposal Relief (BADR).
EMI is only available to companies with fewer than 250 employees, though. For larger companies, non-tax-advantaged options are still possible but less favourable – the employer pays national insurance at exercise, and the employee pays income tax on the gain at exercise plus capital gains tax on any further increase at sale.
Other European equivalents include the Bon de Souscription de Parts de Créateur d'Entreprise (BSPCE) in France and the Key Employee Engagement Programme (KEEP) in Ireland., both designed to make early-stage equity more accessible to employees.
Restricted Stock Units (RSUs)
RSUs grant employees actual shares in the company, subject to a vesting schedule.
Unlike options, there's no strike price – the employee simply receives shares once they've vested, and makes money if those shares have increased in value by the time they sell.
RSUs are more common in larger, later-stage companies and public companies, where the share price is more established and the value of a grant is easier for employees to understand.
Tax applies at vesting rather than exercise. In the UK, for instance, the employer pays national insurance when shares vest; the employee pays income tax on the fair market value of the shares at vesting, and capital gains tax on any further gain at sale.
Some tax-advantaged schemes exist for RSUs – Share Incentive Plans (SIPs) and Save As You Earn (SAYE) in the UK, for example – though both typically require employees to invest their own money upfront, which limits their appeal.
Growth shares / hurdle shares
Growth shares (also known as hurdle shares) are a separate class of shares that only become valuable above a set valuation threshold – the ‘hurdle’.
Employees receive shares now, but only participate in company value created above that threshold. So, for example, if the company's current value is £10m and the hurdle is set at £12m, employees only start to benefit once the business is worth more than £12m.
Because employees buy shares at their current market value (which is low, given the hurdle), there's typically no income tax at grant. Any gain above the hurdle on exit is taxed as capital gains rather than income – a more favourable rate in most jurisdictions.
This makes growth shares sometimes attractive for more mature companies that want to offer meaningful equity to senior hires without creating a large upfront tax liability for either party.
Phantom shares / virtual shares
Phantom shares – also known as virtual shares or Virtual Stock Option Plans (VSOPs) in some markets – give employees the economic benefit of equity without any actual share ownership.
Employees receive a cash payout equivalent to the value of a notional shareholding at a liquidity event, minus a nominal strike price.
The appeal for companies is simplicity: no cap table changes, no shareholder rights to manage, no share transfers.
For employees in jurisdictions with fewer tax-advantaged share schemes, VSOPs are a practical way to participate in company upside. For instance, VSOPs are widely used in Germany, where the tax and legal environment has historically made issuing real shares to employees more complex.
The trade-off is tax treatment – payouts are typically taxed as income rather than capital gains, which is less favourable.
Management Incentive Plans (MIPs)
MIPs are most commonly used in private equity-backed companies to align the interests of senior management with those of PE investors.
They typically allocate 10-20% of equity to a management pool, structured through direct equity co-investment (sometimes called sweet equity), share options, or ratchet mechanisms tied to exit returns.
The defining feature is that returns are conditional on investors achieving their own return hurdles first. This means MIPs can deliver significant upside for management teams on a successful exit – but if the PE firm's return threshold isn't met, the management stake may be worth little or nothing.
MIPs are usually reserved for senior leadership rather than the broader employee population.
Co-investment
Co-investment schemes require employees to put in their own capital alongside the company – essentially investing personal funds into the business in exchange for equity.
This creates strong alignment, because the employee has real financial exposure rather than just an option on future value.
Co-investment is more common at senior levels, particularly in financial services and PE-backed businesses.
The upside can be significant, but so is the risk: if the company underperforms, employees lose their own money. Tax treatment varies by structure and jurisdiction.
Ordinary shares
Issuing ordinary shares means giving employees direct equity ownership in the company, with the same class of shares typically held by founders and investors. Employees become shareholders immediately, with voting rights and entitlement to dividends.
In practice, ordinary shares are rare as an equity compensation vehicle for most employees.
They're administratively complex, create immediate tax obligations based on the shares' fair market value at grant, and bring shareholder rights that can complicate future funding rounds.
Where they do appear, it's usually in very early-stage companies – often for founding team members – or as part of a management buyout structure.