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Phantom share options, also known as shadow stock or simulated equity, are a unique and effective way to incentivise employees by offering them benefits similar to stock ownership without the complexities of issuing actual shares.

This innovative approach aligns employee interests with company performance, promoting growth and success.

Let’s delve into phantom share options, how they work, and their advantages with some practical examples.

What are phantom share options?

Phantom share options are a form of employee share option plans (ESOP) designed to reward and motivate employees. These options provide benefits that mirror absolute stock ownership but without granting any actual company stock.

Instead, employees receive cash payouts that reflect the value of the company’s shares.

How do phantom share options work?


Employees are granted phantom shares, which represent the value of the company’s actual shares.


The value of these phantom shares is tied to the market value of the company’s real shares. As the value of the company’s stock rises or falls, so does the value of the phantom shares.


Employees receive a cash payment equivalent to the market value of the phantom shares they hold at a specified time or event (such as retirement, vesting period completion, or company sale). This payment can also include accumulated dividends as if the phantom shares were actual.

Advantages of phantom share options

  1. No Dilution: No actual shares are issued, so existing shareholders do not experience dilution of their ownership.
  2. Simplicity: Companies can avoid the complexities of issuing and managing actual stock.
  3. Flexibility: Phantom shares can be structured in various ways to meet the specific goals of the company and the needs of its employees.
  4. Employee Motivation: By tying compensation to the company’s performance, employees are motivated to contribute to the company’s success.

Taxation of phantom share options

The tax treatment of phantom share options varies by jurisdiction. Generally, employees are taxed when they receive the cash payout, similar to how bonuses are taxed. It’s essential to consult with a tax advisor to understand the specific implications for your business and employees.

Types of phantom shares

  • Full-Value Phantom Shares: Represent the total value of the actual shares.
  • Appreciation-Only Phantom Shares: Provide value based only on the company’s stock price increase over a set period, similar to stock appreciation rights (SARs).

Practical examples of phantom share options

Example 1: Private Tech Startup

A private tech startup wants to attract and retain top talent but is not ready to go public. To this end, it offers phantom shares to key employees. Over five years, the company’s value triples. Upon reaching the vesting period, employees receive cash payments reflecting the significant increase in the company’s stock value, rewarding them for their contributions without diluting ownership.

Example 2: Family-Owned Business

A family-owned manufacturing company wants to incentivise long-term performance without giving away actual equity. To this end, they implement an appreciation-only phantom share plan.

Employees are awarded phantom shares that only gain value as the company’s stock price increases. After ten years, employees see substantial cash rewards tied to the company’s growth, promoting loyalty and performance.

Example 3: Professional Services Firm

A professional services firm offers full-value phantom shares to its senior partners. These shares reflect the firm’s overall value, including dividends. When the partners retire, they receive cash payouts equivalent to the value of the phantom shares, including accumulated dividends, providing a retirement benefit linked to the firm’s success.

Ideal uses for phantom share options

Phantom shares are particularly beneficial for private companies that wish to offer stock-like incentives without going public or issuing new shares. They are also advantageous in scenarios where actual stock issuance is not feasible or desirable, such as in family-owned businesses or professional services firms.


Phantom share options offer a strategic way to reward and motivate employees, aligning their interests with the company’s long-term success.

By providing the benefits of stock ownership without the associated complexities, phantom shares can enhance employee engagement and drive business growth.

Whether you are a startup, a family-owned business, or a professional services firm, phantom share options can be tailored to meet your unique needs and objectives.