Phantom equity

Plan - Phantom Equity

Phantom equity

Phantom equity is like a cash bonus when the company achieves a major milestone, such as being acquired. Phantom equity is a broad term and can include a share in annual profits as well as proceeds from a sale. No actual ownership of membership interests is involved.

Typically issued to: Broad range of employees due to ease of rollout

Plan highlights

Free for recipients

Free for recipients

Employees can benefit from your company’s growth without paying to acquire this equity

Share of future profits

Share of future profits

If structured as such, recipient shares in profits above the company threshold value set at time of grant

Tax Icon

Taxed as ordinary income

Cash payouts to employees are taxed as ordinary income and not at lower capital-gains rates

Payout protection

Payout protection for existing owners

If structured as such, existing owners retain share of current value; payouts to new holders come from future growth

Maintains employee status

Maintains employee status for the holder

Employees can continue to receive W-2 form and employee benefits; employer will continue to withhold taxes

While capital interests or options are frequently used to incentivize C-suite executives or upper-level management, incentivizing rank-and-file employees with a stake in the sale of the business can be more effective.

Candace Groth and Kevin Vela
Vela Wood

What is phantom equity?

Phantom equity enables the employee-recipient to receive a cash payout or share of annual profits when the company achieves a major milestone, such as being acquired.

Companies can choose a wide range of goals to trigger phantom equity distributions—for example, an acquisition, or hitting certain revenue or profit metrics. Phantom equity awards may, but are not required to be, an “appreciation only” award like an option.

There is a variation of phantom equity, called unit appreciation rights, which is limited to any appreciation over the company’s initial value at the time of the grant (see more on this phantom equity variation below.)

The other key characteristic of phantom equity, including UARs, is that recipients remain employees rather than becoming members of partners of the LLC.


Recipient retains employee status

This means employees continue to receive company benefits and W-2 tax forms, and their employer can continue to withhold taxes from their regular cash compensation, as they do not hold an equity stake and do not become members or partners.

Minimal employee burden

The recipient doesn’t have to pay to acquire this equity type, they maintain employee status, and they have no tax obligation or tax forms until they receive their cash payout.

Ease of administration

Phantom equity generally requires few, if any, changes to the LLC’s operating agreement. If awards are designed as full value awards, there’s no need to track threshold values at the time of the grant or calculate the spread between the threshold value and the company value at the time of exit.


Employee pays ordinary income tax on payout

Contrast this to other equity types, such as PIUs, which when handled correctly are potentially taxed at lower, long-term capital gains rates. Phantom requires the employee to pay ordinary income on their payout.

Lack of liquidity

Employees generally cannot sell or transfer phantom units. However, if a company has robust regular cash flow, phantom equity can be structured to provide for a share of annual distributions of profits.


Participants in phantom equity plans are generally required to remain employed with an LLC to benefit from any payouts. If employment is not required, significant complexity in drafting and administration is introduced. It’s important to document rules in the award agreement related to termination or forfeiture of phantom equity.

Tax treatment

For the company:

Like Unit Appreciation Rights, the amount paid out will generally be deductible as a compensation expense by the company.

For employees:

Phantom stock unit payouts are taxable to the employee at ordinary income tax rates (generally higher than capital gains tax rates).

DISCLAIMER: This publication contains general information only and Carta is not, by means of this publication, rendering accounting, business, financial, investment, legal, tax, or other professional advice or services. This publication is not a substitute for such professional advice or services nor should it be used as a basis for any decision or action that may affect your business or interests. Before making any decision or taking any action that may affect your business or interests, you should consult a qualified professional advisor. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.

Created in collaboration with

Buchanan-bw Croke-fairchild-bw Heilbut-LLP-bw Orrick-bw Vela-Wood-bw


Explore more equity blueprints