What phantom shares are
A cash incentive that tracks the value of your company, without issuing real shares.
Lawi Lens · E-book
Phantom shares: an incentive increasingly used by startups
What phantom shares are, how they differ from stock options, and how to design a plan that motivates your team without diluting your cap table.
- 24 pages
- 15 min read
- English
- Updated September 2026
Inside this e-book
How they compare
Phantom shares, stock options and ESOPs: when each one makes sense.
How to design the plan
Vesting, liquidity events, caps and what happens when someone leaves.
What to check before launch
Tax, accounting and labor points to review in each country.
Table of contents
- 01 What phantom shares are and why startups use them p. 3
- 02 Phantom shares vs. stock options vs. ESOPs p. 6
- 03 How value is calculated and paid p. 9
- 04 Vesting, triggers and caps p. 13
- 05 Tax and labor considerations by country p. 17
- 06 Checklist before launching your plan p. 21
Get the e-book
Free. We’ll also send a copy to your inbox.