How Do Phantom Stock Plans Work?

In the world of executive compensation, there are a number of ways that a company can reward key employees.  Although most companies are familiar with traditional deferred compensation plans, one of the lesser known options which is growing in popularity is called a “phantom stock plan”.   Especially in small to mid-size companies.

Here is the most common situation, a closely held business or family business has a key employee that they would like to reward but also further tie that employee to the company.  The current owners of the company do not want to give up equity but they want to tie this reward system to the actual performance of the company as if that key employee was an owner or shareholder.   This can be accomplished via a phantom stock plan.

These plans provide select employees with additional compensation equal to the appreciation of a percent of the company for a partnership, LLC, or PLLC, or in the case of an S-corp or C-corp a given number of shares in the company even though the ownership only exists in theory.  For example, I own a company that is incorporated as a partnership and I would like to reward a key employee by providing them with an annual cash reward equal to a 5% ownership stake in the company without formally making them a partner.  Once the books are closed at the end of year I will issue a cash bonus to that employee equal to 5% of the net profits for the year.  From the employee’s standpoint, they are receiving the monetary reward mimicking a 5% ownership share of the company so they have an incentive to continue to grow the company.  From the employer’s standpoint, they have taken further steps to retain a key employee, they can deduct the additional comp pay to the employee, and the current owners have retained full control of the company.

The features of these plans and how they are design are limitless because they are just another flavor of nonqualified executive compensation plan. A few plan design features are listed below:

• Companies have full discretion as to who is covered and not covered by the plan

• Instead of paying out the benefit each year as compensation, the company can attach a vesting schedule to essentially put “golden handcuffs” on the key employee. If they leave the company prior to a stated date they lose the benefit.

• When awarding the shares or ownership the company can limit the award to just the appreciation of their shares or ownership percentage and not award the full current value of the ownership percentage. These are called “appreciation only” plans. Appreciation only phantom stock plans can be viewed as a favorable option to key employees because it does not require them to make a cash outlay to purchase their ownership interest as would normally be required by an actual equity or share purchase.

How do these plans work from an operation standpoint?  The ownership percentage or shares are issued to the employee as hypothetical units or “phantom units” that are just tracked internally by the company.   The employee is taxed on the benefit and the company can take the deduction for the compensation paid when there is no longer a “risk of forfeiture”. In other words, when the employee vests in the benefit whether they decide to “sell their phantom shares” or not.  As soon as the employee has the ability to “sell” their phantom interest in exchange for compensation that triggers the taxable event.

When designed correctly, these plans can be a valuable tool for small to mid-size companies in their efforts to retain key employees. 

About Michael……...

Hi, I’m Michael Ruger. I’m the managing partner of Greenbush Financial Group and the creator of the nationally recognized Money Smart Board blog . I created the blog because there are a lot of events in life that require important financial decisions. The goal is to help our readers avoid big financial missteps, discover financial solutions that they were not aware of, and to optimize their financial future.

Small Business Owners: How To Lower The Cost of Health Insurance

As an owner of a small business myself, I’ve had a front row seat to the painful rise of health insurance premiums for our employees over the past decade.   Like most of our clients, we evaluate our plan once a year and determine whether or not we should make a change.  Everyone knows the game.  After running on this hamster wheel for the past decade it led me on a campaign to consult with experts in the health insurance industry to find a better solution for both our firm and for our clients.

The Goal: Find a way to keep the employee health benefits at their current level while at the same time cutting the overall cost to the company.  For small business owners reducing the company’s outlay for health insurance costs is a challenge. In many situations, small businesses are the typical small fish in a big pond. As a small fish, they frequently receive less attention from the brokerage community which is more focused on obtaining and maintaining larger plans.

Through our research, we found that there are two key items that can lead to significant cost savings for small businesses.  First, understanding how the insurance market operates.  Second, understanding the plan design options that exist when restructuring the health insurance benefits for your employees.

Small Fish In A Big Pond

I guess it came as no surprise that there was a positive correlation between the size of the insurance brokerage firm and their focus on the large plan market.  Large plans are generally defined as 100+ employees.  Smaller employers we found were more likely to obtain insurance through their local chambers of commerce, via a “small business solution teams” within a larger insurance brokerage firm, or they sent their employees directly to the state insurance exchange.

Myth #1:  Since I’m a small business, if I get my health insurance plan through the Chamber of Commerce it will be cheaper.   I unfortunately discovered that this was not the case in most scenarios.  If you are an employer with between 1 – 100 employees you are a “community rated plan”. This means that the premium amount that you pay for a specific plan with a specific provider is the same regardless of whether you have 2 employees or 99 employee because they do not look at your “experience rating” (claims activity) to determine your premium.  This also means that it’s the same premium regardless of whether it’s through the Chamber, XYZ Health Insurance Brokers, or John Smith Broker.  Most of the brokers have access to the same plans sponsored by the same larger providers in a given geographic region.  This was not always the case but the Affordable Care Act really standardized the underwriting process.

The role of your insurance broker is to help you to not only shop the plan once a year but to evaluate the design of your overall health insurance solution.  Since small companies usually equal smaller premium dollars for brokers it was not uncommon for us to find that many small business owners just received an email each year from their broker with the new rates, a form to sign to renew, and a “call me with any questions”.   Small business owners are usually extremely busy and often times lack the HR staff to really look under the hood of their plan and drive the changes needed to improve the plan from a cost standpoint.  The way the insurance brokerage community gets paid is they typically receive a percentage of the annual premiums paid by your company.  From talking with individuals in the industry, it’s around 4%.  So if a company pays $100,000 per year in premiums for all of their employees, the insurance broker is getting paid $4,000 per year.  In return for this compensation the broker is supposed to be advocating for your company.  One would hope that for $4,000 per year the broker is at least scheduling a physical meeting with the owner or HR staff to review the plan each year and evaluate the plan design options.

Remember, you are paying your insurance broker to advocate for you and the company.  If you do not feel like they are meeting your needs, establishing a new relationship may be the start of your cost savings.   There also seemed to be a general theme that bigger is not always better in the insurance brokerage community. If you are a smaller company with under 50 employees, working with smaller brokerage firms may deliver a better overall result.

Plan Design Options

Since the legislation that governs the health insurance industry is in a constant state of flux we found through our research that it is very important to revisit the actual structure of the plan each year. Too many companies have had the same type of plan for 5 years, they have made some small tweaks here and there, but have never taken the time to really evaluate different design options.  In other words, you may need to demo the house and start from scratch to uncover true cost savings because the problem may be the actual foundation of the house.

High quality insurance brokers will consult with companies on the actual design of the plan to answer the key question like “what could the company be doing differently other than just comparing the current plan to a similar plan with other insurance providers?”   This is a key question that should be asked each year as part of the annual evaluation process.

HRA Accounts

The reason why plan design is so important is that health insurance is not a one size fits all.  As the owner of a small business you probably have a general idea as to how frequently and to what extent your employees are accessing their health insurance benefits.

For example, you may have a large concentration of younger employees that rarely utilize their health insurance benefits.  In cases like this, a company may choose to change the plan to a high deductible, fund a HRA account for each of the employees, and lower the annual premiums.

HRA stands for “Health Reimbursement Arrangement”.  These are IRS approved, 100% employer funded, tax advantage, accounts that reimburses employees for out of pocket medical expenses.  For example, let’s say I own a company that has a health insurance plan with no deductible and the company pays $1,000 per month toward the family premium ($12,000 per year).   I now replace the plan with a new plan that keeps the coverage the same for the employee, has a $3,000 deductible, and lowers the monthly premium that now only cost the company $800 per month ($9,600 per year).  As the employer, I can fund a HRA account for that employee with $3,000 at the beginning of the year which covers the full deductible.  If that employee only visits the doctors twice that year and incurs $500 in claims, at the end of the year there will be $2,500 in that HRA account for that employee that the employer can then take back and use for other purposes.  The flip side to this example is the employee has a medical event that uses the full $3,000 deductible and the company is now out of pocket $12,600 ($9,600 premiums + $3,000 HRA) instead of $12,000 under the old plan.  Think of it as a strategy to “self-insure” up to a given threshold with a stop loss that is covered by the insurance itself.  The cost savings with this “semi self-insured” approach could be significant but the company has to conduct a risk / return analysis based on their estimated employee claim rate to determine whether or not it’s a viable option.

This is just one example of the plan design options that are available to companies in an attempt to lower the overall cost of maintaining the plan.

Making The Switch

You are allowed to switch your health insurance provider prior to the plan’s renewal date.  However, note that if your current plan has a deductible and your replacement plan also carries a deductible, the employees will not get credit for the deductibles paid under the old plan and will start the new plan at zero.  Based on the number of months left in the year and the premium savings it may warrant a “band-aide solution” using HRA, HSA, or Flex Spending Accounts to execute the change prior to the renewal date. 

About Michael……...

Hi, I’m Michael Ruger. I’m the managing partner of Greenbush Financial Group and the creator of the nationally recognized Money Smart Board blog . I created the blog because there are a lot of events in life that require important financial decisions. The goal is to help our readers avoid big financial missteps, discover financial solutions that they were not aware of, and to optimize their financial future.

Tax Secret: R&D Tax Credits…You May Qualify

When you think of Research and Development (R&D) many people envision a chemistry lab or a high tech robotics company.  It’s because of this thinking that millions of dollars of available tax credits for R&D go unused every year.   R&D exists in virtually every industry and business owners need to start thinking about R&D in a different light because there could be huge tax savings waiting for them.

Most companies don't realize that they qualify

Road paving companies, manufactures, a meatball company, software firms, and architecture firms are just a few examples of companies that have met the criteria to qualify for these lucrative tax credits.

Think of R&D as a unique process within your company that you may be using throughout the course of your everyday business that is specific to your competitive advantage.  The purpose of these credits is to encourage companies to be innovative with the end goal of keeping more jobs here in the U.S.   If you have an engineers on your staff, whether software engineers, design engineers, mechanical engineers there is a very good chance that these tax credits may be available to you.   The R&D tax credits also allow you to look back to all open tax years so for companies that discover this for the first time, the upside can be huge.  Tax years typically stay open for three years.

Accountants may not be aware of these credits

One of the main questions we get from business owners is “Shouldn’t my accountant have told me about this?”  Many accounting firms are unaware of these tax credits and the process for qualifying which is why there are specialty consulting firms that work with companies to determine whether or not they are eligible for the credit.  Some of our clients have worked with these firms and the company only pays the consulting firm if you qualify for the tax credits. Kind of a win-win situation.

We recently attended a seminar that was sponsored by Alliantgroup out of New York City and on their website it listed the following description of companies that qualify for these credits:“

Any company that designs, develops, or improves products, processes, techniques, formulas, inventions, or software may be eligible. In fact, if a company has simply invested time, money, and resources toward the advancement and improvement of its products and processes, it may qualify”.

We love helping our clients save taxes and in this case, like many others, we were looking at R&D in a different light. 

About Michael……...

Hi, I’m Michael Ruger. I’m the managing partner of Greenbush Financial Group and the creator of the nationally recognized Money Smart Board blog . I created the blog because there are a lot of events in life that require important financial decisions. The goal is to help our readers avoid big financial missteps, discover financial solutions that they were not aware of, and to optimize their financial future.

Avoid These 1099 “Employee” Pitfalls

As financial planners we are seeing more and more individuals, especially in the software development and technology space, hired by companies as “1099 employees”.  “1099 employees” is an ironic statement because if a company is paying you via a 1099 technically you are not an “employee” you are a self-employed sub-contractor.   It’s like having your own separate company and the company that you work for is your “client”.

There are advantages to the employer to pay you as a 1099 sub-contractor as opposed to a W2 employee.  When you are a W2 employee they may have to provide you with health benefits, the company has to pay payroll taxes on your wages, there may be paid time off, you may qualify for unemployment benefits if you are fired, eligibility for retirement plans, they have to put you on payroll, pay works compensation insurance, and more.   Basically companies have a lot of expenses associated with you being a W2 employee that does not show up in your paycheck.

To avoid all of these added expenses the employer may decide to pay you as a 1099 “employee”.   Remember, if you are a 1099 employee you are “self-employed”.    Here are the most common mistakes that we see new 1099 employees make:

Making estimated tax payments throughout the year

This is the most common error. When you are a W2 employee, it’s the responsibility of the employer to withhold federal and state income tax from your paycheck.  When you are a 1099 sub-contractor, you are not an employee, so they do not withhold taxes from your compensation…………that is now YOUR RESPONSIBILITY.    Most 1099 individuals have to make what is called “estimated tax payments” four times a year which are based on either your estimated income for the year or 110% of the previous year’s income.  Best advice……..if 1099 income is new for you, setup a consultation with an accountant.  They will walk you through tax withholding requirements, tax deductions, tax filing forms, etc.  It’s very difficult to get everything right using Turbo Tax when you are a self-employed individual.

Tracking mileage and expenses throughout the year

Since you are self-employed you need to keep track of your expenses including mileage which can be used as deductions against your income when you file your tax return.  Again, we recommend that you meet with a tax professional to determine what you do and do not need to track throughout the year.

The tax return is prepared incorrectly

No one wants a love letter from the IRS.  Those letters usually come with taxes due, penalties, and a “guilty until proven innocent” approach.  There may be additional “schedules” that you need to file with your tax return now that you are self-employed.  The tax schedules detail your self-employment income, deductions, estimated tax payments, and other material items.

Important rule, do not cut corners by reducing the gross amount of your 1099 income.  This is a big red flag that is easy for the IRS to catch.  The company that issued the 1099 to you usually reports that 1099 payment to the IRS with your social security number or the Tax ID number of your self-employment entity.  The IRS through an automated system can run your social security number or tax ID to cross check the 1099 payment and 1099 income to make sure it was reported.

Legal protection

As a 1099 sub-contractor, you have to consider the liability that could arise from the services that you are providing to your “client” (your employer).  As a self-employed individual, the company that you “work for” could sue you for any number of reasons and if you are operating the business under your social security number (which most are) your personal assets could be at risk if a lawsuit arises.  Advice, talk to an attorney that is knowledgeable in business law to discuss whether or not setting up a corporate entity makes sense for your self-employment income to better protect yourself. 

About Michael……...

Hi, I’m Michael Ruger. I’m the managing partner of Greenbush Financial Group and the creator of the nationally recognized Money Smart Board blog . I created the blog because there are a lot of events in life that require important financial decisions. The goal is to help our readers avoid big financial missteps, discover financial solutions that they were not aware of, and to optimize their financial future.

Tax Secret: Spousal IRAs

Spousal IRA’s are one of the top tax tricks used by financial planners to help married couples reduce their tax bill.  Here is how it works:

In most cases you need “earned income” to be eligible to make a contribution to an Individual Retirement Account (“IRA”).  The contribution limits for 2025 is the lesser of 100% of your AGI or $7,000 for individuals under the age of 50.  If you are age 50 or older, you are eligible for the $1,000 catch-up making your limit $8,000.

There is an exception for “Spousal IRAs,” and there are two cases where this strategy works very well.

Case 1:  One spouse works and the other spouse does not.  The employed spouse is currently maxing out their contributions to their employer-sponsored retirement plan, and they are looking for other ways to reduce their income tax liability.

If the AGI (adjusted gross income) for that couple is below $236,000 in 2025, the employed spouse can make a contribution to a Spousal Traditional IRA up to the $7,000/$8,000 limit even though their spouse had no “earned income”.    It should also be noted that a contribution can be made to either a Traditional IRA or Roth IRA but the contributions to the Roth IRA do not reduce the tax liability because they are made with after tax dollars.

Case 2:  One spouse is over the age of 70 ½ and still working (part-time or full-time) while the other spouse is retired.  IRA rules state that once you are age 70½ or older, you can no longer make contributions to a traditional IRA.  However, if you are age 70½ or older BUT your spouse is under the age of 70½, you still can make a pre-tax contribution to a traditional IRA for your spouse.

Hi, I’m Michael Ruger. I’m the managing partner of Greenbush Financial Group and the creator of the nationally recognized Money Smart Board blog . I created the blog because there are a lot of events in life that require important financial decisions. The goal is to help our readers avoid big financial missteps, discover financial solutions that they were not aware of, and to optimize their financial future.