How Can LLCs Taxed as Corporations Use Time Vesting or Performance Vesting in Incentive Compensation?

Welcome back, dear reader! You’ve been with us for a magnificent journey through the world of incentive compensation, and now we’ve reached the twelfth pitstop. Your consistent dedication, from our first article until now, truly exhibits your commitment to empower your business. Today, we’re diving into a critical aspect of incentive compensation: time vesting and performance vesting. Let’s uncover how these vesting mechanisms can act as potent tools for LLCs taxed as corporations. Hang on tight, because we’re about to take off into yet another exciting exploration!

Understanding Vesting

Vesting is the process that determines when you gain full ownership of your incentive compensation. It involves meeting specific conditions or milestones that unlock the complete benefits of your award. The nature of vesting can vary, ranging from duration of service to achieving specific performance targets..

Here’s the exciting part - vesting can mean different things depending on the type of award! Imagine embarking on a captivating puzzle adventure. In the case of Restricted Stock, it's like receiving a puzzle with all the pieces already laid out before you. However, to complete the picture and claim the full value, you must carefully assemble the puzzle by meeting the vesting requirements. For RSUs, Phantom Stock, and PSUs, it's similar to receiving a set of puzzle pieces over time. At first, you have a few pieces, and as you progress and meet the vesting conditions, more pieces are added, gradually revealing the full picture of your award. As for Stock Options and SARs, it's like receiving a locked treasure chest. Vesting serves as the key that unlocks the chest, allowing you to access the valuable rewards hidden inside.

Time-Based Vesting

Delving into time-based vesting, it’s all about patience! This type of vesting, as the name suggests, is primarily linked to the passage of time. You see, with time-based vesting, the benefits of the incentive compensation start to materialize steadily over a specified period. It’s like watching a flower bloom – you can’t rush it; the petals open at their own pace.

Now let’s talk about how time-based vesting commonly takes shape. Picture this: you’re standing at the starting line, and the race is the span of several years, often the first three, four, or five anniversaries of the grant date. Each year that you cross is a milestone, and with each, a portion of your award vests, like checkpoints in a marathon. Alternatively, envision another race where one-quarter of the award vests on the first anniversary of the grant date, followed by a steady pace of vesting over the next three years either quarterly or monthly. So, with time-based vesting, it’s all about keeping your eyes on the prize and running that marathon to the end!

Performance-Based Vesting

Switching our gears to performance-based vesting, here we’re dealing with a more dynamic situation. Unlike time-based vesting, it’s not just about the clock ticking. Here, vesting conditions hinge on the accomplishment of specific individual or company-wide metrics. Think of it as a game, where crossing each level or hitting certain scores triggers the vesting of your award.

Now, what comprises these levels or scores? It can be a variety of performance measures, like total shareholder return (TSR), earnings per share, EBITDA, revenue, or cash flow, to name a few. Picture a high-stakes race where your company’s performance is evaluated either against internal corporate goals (absolute performance goals) or in comparison to a group of peer companies (relative performance goals), or even a mix of both. The performance is measured over what we call a “performance period,” usually spanning three years. So, with performance-based vesting, the mantra is, “Perform well, and watch your rewards grow!”

Minimum and Default Vesting Conditions

Let’s now explore the land of minimum and default vesting conditions. These terms might sound like jargon but don’t fret, we’ll break it down for you. Minimum vesting conditions are like a timed lock, prohibiting the company from granting an award until a specified vesting period under the plan is fulfilled.

Now, turning to the default vesting provisions, this is where things get interesting. Here we encounter the concept of “change in control” provisions, where your award automatically vests if certain conditions are met. It's like a superhero movie, where the hero gets extra powers when a new adventure begins. These "new adventures" in the corporate context might include scenarios such as a merger or acquisition, where another company takes over; an Initial Public Offering (IPO) where the company goes public; or a private equity buyout, where a majority of the company's shares are purchased by an investment firm. In these circumstances, the change in control provision comes to life like a superhero's special power, ensuring that the vesting of your award continues seamlessly, thereby protecting and even enhancing your interests during these significant corporate changes.


We hope this article has been informative and useful for your business. If you have any questions or comments, please contact us at We plan to answer general questions in an upcoming FAQ series. If you need legal advice specific to your situation, please ask to schedule a consultation with an attorney to discuss your company’s goals.

Join us for our next enlightening piece where we unravel the intriguing world of ‘single trigger’ and ‘double trigger’ vesting in incentive compensation. We guarantee an informative journey that uncovers their crucial role in shaping the incentive structure of LLCs taxed as corporations. Until then, keep learning and keep growing!

This article is for informational purposes only and should not be relied upon as tax or legal advice. Please consult professionals for advice tailored to your specific situation. The author and publisher assume no responsibility for any errors or omissions or for any actions taken based on the information presented.