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Equity Awards

Restricted Stock Units (RSUs)

Shares of company stock granted to executives that vest over time, typically three to four years.

Restricted Stock Units (RSUs) is a term from U.S. executive-compensation disclosure — typically a line item in the SEC Summary Compensation Table, a concept in the Compensation Discussion and Analysis section of the proxy statement, or a category from the say-on-pay regulatory framework. Understanding Restricted Stock Units (RSUs) is part of reading public-company executive pay defensibly. SEC compensation disclosure rules have evolved meaningfully over the past two decades, and several concepts in current proxy statements (pay-versus-performance disclosure, CEO pay ratio, hedging policies) have different conventions than older disclosures.

Each company page on CEOPay surfaces the Restricted Stock Units (RSUs)-relevant disclosure for that specific filing, so the general definition here translates into concrete pay-data context on the per-company pages.

In Depth

Restricted stock units are a form of equity compensation that entitle the executive to receive actual shares of company stock upon vesting. Unlike stock options, RSUs always have value as long as the stock has any price above zero, which makes them a more reliable form of compensation from the executive's perspective. A typical RSU grant vests ratably over three or four years, for example, 25% per year, meaning the executive must remain with the company to receive the full award. This time-based vesting creates a retention incentive. When RSUs vest, they are taxed as ordinary income based on the fair market value of the shares on the vesting date. RSUs have become the most common form of equity compensation for S&P 500 executives, often constituting 40-60% of total compensation. Companies favor RSUs over stock options because they are simpler to understand, easier to value, and less dilutive on a per-share basis. However, critics argue that RSUs provide less performance alignment than options because they retain value even when the stock price declines. To address this concern, many companies pair time-vested RSUs with performance-based share units (PSUs) that vest only if specific financial or stock-price targets are met, creating a balanced equity program that rewards both retention and performance.

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Frequently Asked Questions

What is Restricted Stock Units?

Shares of company stock granted to executives that vest over time, typically three to four years.

Why does Restricted Stock Units matter for shareholders?

Understanding Restricted Stock Units is essential for evaluating executive compensation and corporate governance. It directly affects how shareholders assess whether CEO pay is justified and aligned with company performance. Informed shareholders use this concept when voting on say-on-pay proposals and evaluating board accountability.

Source: SEC EDGAR DEF 14A proxy statements, 2026.