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  • Writer's pictureMezrah Consulting

Restricted Stock Units and Performance Stock Units Deferral Opportunity

Updated: Jun 25

Companies are now allowing executives to defer their restricted stock units (RSUs) and performance stock units (PSUs) into their nonqualified deferred compensation plans (DCPs). This gives executives the opportunity to defer the income on the growth of the stock and to eventually diversify out of the stock and effectively de-risk their net worth.


Did you know that the projected cumulative benefits associated with deferring RSU/PSU into a DCP versus receiving them as income can be a win-win for executives and the company’s shareholders?


Advantages of Deferring RSUs/PSUs

  • Deferral of income taxes on RSU/PSU value

  • Tax-deferred wealth accumulation on an RSU/PSU pretax balance

  • Opportunity to preserve equity position upon vesting

  • Ability to diversify into a variety of investment managers

  • Positive P&L impact to the company

  • No cash flow cost to the company


Considerations and Risks of Deferring RSUs/PSUs

  • Subject to market fluctuations of the company’s underlying stock and/or diversified investment choices

  • Considered income upon vesting


The graphic below compares the projected cumulative benefits associated with deferring RSUs/PSUs into a deferred compensation plan versus receiving them as income and reinvesting the after-tax proceeds into a diversified taxable securities portfolio.



Financial Assumptions*

RSU / PSU Grant Amount: $1,000,000

RSU / PSU Share Value Growth Rate: 8.0%

RSU / PSU Vesting Period (Years): 3

Pre-Distribution Growth Period (Years): 10

Income Tax Rate1: 40.8%

State Income Tax: 8.0%

Diversified Portfolio Growth Rate: 8.0%

Payout Duration (Years): 10

*Assumes no state income taxes when DCP payouts occur. 1 Includes 3.8% tax on investment income associated with healthcare legislation.


Election Options

Given IRC § 409A, there are three options for timing of elections for executives to defer RSUs/PSUs into a DCP:


  1. Elect to defer RSUs and PSUs prior to grant

  2. Elect to defer RSUs prior to vesting

  3. Elect to defer PSUs prior to vesting


All three options provide an executive with the opportunity to diversify their current equity position within the company and invest a pretax amount of money that will then grow on a tax-favored basis. The DCP may be structured to allow some or all of the deferred RSUs and/or PSUs to be retained in the form of deferred stock, if the company has a minimum equity participation guideline at the executive level.


Deferred Compensation Plans

Mezrah Consulting can be engaged to provide guidance and consulting on designing and establishing a new DCP or auditing an existing plan. Our approach is consultative and includes all aspects of deferred compensation plans including:


  • Design and funding

  • Proxy disclosure

  • Implementation, enrollment and plan administration

  • Tax and payroll deductibility

  • Accounting

  • Plan documentation and security

Plans can be flexible and provide executives with an opportunity to choose from a variety of investment funds including fixed rate of return, deferring from multiple sources of income, and electing from a variety of payout options, including specified date distributions.

For more information contact Todd Mezrah at (813) 367-1111 or tmezrah@mezrahconsulting.com or learn more at MezrahConsulting.com.



Securities offered through Lion Street Financial, LLC. (LSF), member FINRA & SIPC. Investment Advisory Services offered through Lion Street Advisors, LLC (LSA). LSF is not affiliated with Mezrah Consulting. LSF, LSA and Mezrah Consulting do not offer legal or tax advice. Please consult with the appropriate professional regarding your individual circumstances.


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