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  1. Home
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  3. What Is Equity Compensation?
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What Is Equity Compensation?

Equity compensation is any element of an employee's pay package that is delivered in the form of company shares — or a right to acquire shares — rather than cash. It is the foundation of employee share plans and is used by companies around the world to attract, retain, and motivate employees.

Last reviewed: 22 July 2026

Definition

Equity compensation is a form of non-cash employee remuneration in which the employee receives shares (or rights over shares) in the company as part of their total reward package.

Forms of equity compensation

Equity compensation takes several forms: direct share allotments (employee receives shares immediately, subject to vesting); Employee Stock Purchase Plans or ESPPs (employee buys shares through payroll deductions); stock options (employee receives the right to buy shares at a fixed price); phantom shares (cash payment tracking share value); and Restricted Stock Units or RSUs (conditional entitlement to shares on a future date).

Why companies use equity compensation

Cash salaries are a fixed cost. Equity compensation links reward to company performance — employees who receive shares benefit directly when the share price rises. This creates alignment between employee incentives and shareholder interests. It also conserves cash (useful for growing companies) and creates a powerful retention mechanism through vesting.

Tax treatment of equity compensation in Nigeria

The taxable benefit from equity compensation generally arises at the point when shares are received or options are exercised. The market value at that date is treated as a benefit in kind subject to PAYE. Dividends are subject to withholding tax, deducted at source — verify the current rate with a qualified tax adviser. Gains on disposal of NGX-listed shares are historically exempt from Capital Gains Tax, though this position is subject to legislative change — consult a qualified tax adviser to confirm the current rules. Consult a qualified Nigerian tax adviser for your specific situation.

Frequently asked questions

Is equity compensation better than a cash bonus?

Both have a role in a total reward strategy. Cash bonuses are simpler and provide immediate value. Equity compensation creates long-term alignment — employees only benefit fully if the company's share price holds or grows. For retention, equity (with vesting) is generally more effective because the employee must remain employed to receive the full benefit.

Can a company offer both cash bonuses and equity compensation?

Yes. Many Nigerian listed companies combine both — a cash bonus for short-term performance and an equity allotment for long-term retention and alignment. The mix depends on the company's strategy, the employee's seniority, and available share allotment authority.

What forms does equity compensation take in Nigerian companies?

Nigerian listed companies commonly use direct share allotment schemes, Employee Share Purchase Plans (ESPPs), and phantom stock arrangements. Less common but growing forms include Restricted Stock Units (RSUs) and Employee Share Ownership Plans (ESOPs) with defined vesting schedules. The appropriate form depends on the company structure and SEC filing requirements.

Is equity compensation taxable in Nigeria?

Yes. Share grants or allotments that vest are generally treated as employment income and subject to Pay-As-You-Earn (PAYE) income tax at the point of vesting. Subsequent gains on disposal of the shares may be subject to capital gains tax. Both employers and employees should obtain advice from a qualified Nigerian tax adviser on the specific tax implications.

What is phantom stock and how does it work?

Phantom stock is a form of compensation where an employee receives cash payments linked to the value or performance of company shares, without receiving actual shares. The employee never holds real shares in the CSCS; instead they receive cash tied to share price movements over a defined period. Phantom stock is used when an employer wants equity-like incentives without actual share dilution.

Why do companies use equity compensation rather than just paying higher salaries?

Equity compensation aligns employee interests with shareholder interests by giving employees a direct financial stake in the company long-term performance. It also helps retain key staff over the vesting period and can be attractive when cash budgets are constrained. When employees own shares, they benefit directly from the business performing well over time.

Important disclaimer

This article is for general information and educational purposes only. It does not constitute financial advice, investment advice, legal advice, or tax advice. The value of investments can fall as well as rise. Seek independent regulated financial advice before making any investment decision. Shares Saver does not provide financial advice.

Related concepts

Employee Share SchemeEmployee Stock Purchase Plan (ESPP)Vesting (Employee Share Plan)

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