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Stock Appreciation Rights: Meaning and How They Work

Last updated 03/15/2024 by

Daniel Dikio

Edited by

Fact checked by

Summary:
Stock Appreciation Rights (SARs) are a unique and valuable component of executive compensation packages. In an era where attracting and retaining top talent is a critical concern for businesses, SARs have emerged as a powerful tool to incentivize and reward key employees. They offer a way for employees to benefit from their company’s stock performance without the need to purchase actual shares.

What are stock appreciation rights (SARs)?

Stock Appreciation Rights, often abbreviated as SARs, are a form of employee compensation that ties an employee’s financial reward to the increase in the company’s stock value over a specified period. They are a way for employees to benefit from the appreciation in the company’s stock without actually owning the shares.

How SARs differ from stock options

SARs are sometimes compared to stock options, but there are distinct differences:
  • Ownership: Stock options grant the employee the right to purchase company stock at a specific price, while SARs don’t involve actual stock ownership.
  • Exercisemechanism: SARs are settled in cash, whereas stock options require employees to buy the shares at the exercise price.
  • Cost to employees: Stock options require employees to purchase shares, which can be a significant financial burden. SARs do not have this cost.
  • Profitpotential: SARs are tied to the increase in stock value, allowing employees to benefit from gains without purchasing shares.

Role of SARs in incentivizing employees

SARs serve as a powerful incentive for employees to contribute to a company’s growth and success. The promise of financial gain based on stock appreciation aligns their interests with those of the company and its shareholders. This can be particularly effective in retaining and motivating key talent.

Advantages and disadvantages of SARs

Like any form of compensation, SARs have their pros and cons:

Advantages

  • Retentionandmotivation: SARs can be used effectively to retain top talent and motivate employees, as they stand to gain when the company performs well.
  • Lack of financial burden: Employees do not have to purchase company stock, making SARs more attractive to those who may not have the means to buy shares.
  • Flexible payout options: Companies can choose to settle SARs in cash or stock, providing flexibility in how rewards are distributed.
  • Performancealignment: SARs align employee interests with the company’s stock performance, ensuring that employees work toward the company’s success.

Disadvantages

  • Nodividend benefits: Unlike stock ownership, SARs do not entitle employees to dividends or voting rights.
  • Complextax implications: SARs can have complex tax implications for both employees and employers, which need to be managed carefully.
  • Administrativeoverhead: Implementing a SARs plan and managing it can entail administrative complexities.

How stock appreciation rights work

To understand how SARs work, let’s delve into the key components and mechanisms involved.

Granting and vesting of SARs

SARs are typically granted to employees through a formal plan or agreement. They usually come with a vesting schedule, which specifies when employees can exercise their SARs. Vesting schedules can be time-based or performance-based, or a combination of both.

Cash settlement vs. stock settlement

When an employee exercises their SARs, they receive a payout. This payout can be made in cash or in company stock. The choice of settlement method may depend on the company’s policies and the employee’s preferences.

Tax implications for employees and employers

Tax treatment of SARs can be complex, and it’s essential for employees and employers to understand the tax consequences. In the United States, for example, SARs may be subject to ordinary income tax when exercised, and any further gains may be taxed as capital gains. However, tax laws vary by country, so it’s crucial to consult with tax professionals.

Example illustrating SARs in action

To illustrate how SARs work, let’s consider a hypothetical example:
John is an employee at XYZ Corporation. He was granted SARs that give him the right to receive the appreciation in XYZ Corporation’s stock value from $50 to $70 per share over a five-year period. If, at the end of the five years, the stock is trading at $70 per share, John’s SARs would be worth $20 per share ($70 – $50), and he could choose to exercise them to receive a cash payout or shares equivalent to $20 per share.

Why companies use stock appreciation rights

Stock Appreciation Rights have gained popularity among companies for various reasons. Let’s explore why they are used as a part of employee compensation packages.

Motivating and retaining key employees

One of the primary reasons companies use SARs is to motivate and retain key employees. By tying a portion of their compensation to the company’s stock performance, employees are encouraged to stay with the company and contribute to its success.

Aligning employee interests with company performance

SARs create a direct link between employee performance and the company’s stock performance. This alignment ensures that employees have a vested interest in working towards the company’s growth and success.

Attracting top talent

Offering SARs can also be a powerful tool in attracting top talent to the company. Potential employees are often attracted by the opportunity to share in the financial success of the company.

Flexibility for companies in granting incentives

SARs provide flexibility to companies in structuring their employee incentive plans. Companies can choose the number of SARs to grant, set performance conditions, and decide on the terms of exercise.

Key considerations for SARs implementation

Implementing a successful SARs plan requires careful consideration and planning. Let’s explore the key considerations that companies should keep in mind.

Designing an effective SARs plan

The first step in implementing SARs is designing a plan that aligns with the company’s goals and objectives. This plan should define the terms, conditions, and eligibility criteria for granting SARs.

Eligibility and participation criteria

Not all employees may be eligible for SARs. Companies need to establish clear criteria for participation, often based on factors such as job role, seniority, or performance.

Setting the SARs exercise price

The exercise price of SARs is the value at which the employee can receive their payout. This price is typically set at the current market price of the company’s stock on the grant date.

Incorporating performance conditions

Companies can choose to tie the vesting and exercise of SARs to specific performance conditions. These conditions can be financial metrics, stock price targets, or other key performance indicators.

Communication and education for employees

Effective communication and education are essential to ensure that employees understand the SARs program. Companies should provide clear information on how SARs work, tax implications, and the potential benefits.

FAQs

What is the difference between SARs and stock options?

Stock options grant employees the right to buy company stock at a specific price, while SARs allow employees to receive the appreciation in stock value without purchasing shares.

How are SARs taxed?

Tax treatment of SARs can vary, but generally, they may be subject to ordinary income tax when exercised, with any further gains potentially taxed as capital gains.

Can SARs be transferred or sold?

SARs are often non-transferable and cannot be sold to third parties. They are typically tied to the employment of the individual.

What happens to SARs in case of a merger or acquisition?

The treatment of SARs in mergers or acquisitions can vary based on the terms of the SARs plan. Some may accelerate vesting or require cash settlement.

Are SARs subject to vesting schedules?

Yes, SARs typically come with vesting schedules, which specify when employees can exercise their rights.

How do I exercise my SARs?

The process for exercising SARs will be outlined in your SARs plan. Typically, employees need to follow a formal procedure to notify the company of their intent to exercise SARs.

Key takeaways

  • SARs allow employees to benefit from the appreciation in their company’s stock without purchasing shares.
  • They are a powerful tool for retaining and motivating key employees.
  • Careful planning and consideration are necessary for successful SARs implementation.
  • Tax implications can be complex, and it’s essential to consult with tax professionals.

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