Phantom Shares: retaining and motivating talent

In an increasingly competitive business world, retaining and motivating talent has become a priority for companies, especially in digital business. In this context, phantom shares have emerged as an innovative and attractive tool to incentivize key employees and ensure their commitment to the company’s success. In this article, we will explore in depth what phantom shares are, how they work, their advantages and how they compare to other forms of incentives such as stock options.

What are Phantom Shares?

Phantom shares are a figure imported from the Anglo-Saxon world that offers a system of incentives for employees and key collaborators. Unlike real shares, phantom shares do not grant political or control rights over the company, but do provide holders with economic rights linked to the company’s growth and performance.

Advantages of a Phantom Shares Plan

Phantom share plans offer two main advantages: loyalty and incentive. They encourage talent to stay with the company by making the scalability of the business attractive to employees, and motivate them to contribute to the success of the project by making them participants in the company’s profits. They are an effective tool for attracting and retaining talent, making them feel part of the project and providing them with economic rights without turning them into partners of the company.

Operation of Phantom Shares

The phantom shares are based on rewarding the work and effort of key employees by making them participants in the company’s profits. This is achieved by assigning employees a specific number of phantom shares, which represent economic rights to the company’s growth and performance.

When the company makes a profit, employees with phantom shares receive income proportional to the number of shares allocated to them. In other words, they will receive a share of the profits according to the percentage of shares they own, thus reflecting their essential contribution to the development of key activities for the project.

To give effect to this incentive plan, detailed agreements are established specifying which employees will receive the phantom shares, the shares or participations over which they have economic rights, and any additional requirements that must be met. This profit sharing is reflected as a bonus in the employee’s paycheck, allowing them to enjoy the fruits of the company’s success in a direct and tangible way.

Contents of a Phantom Shares Agreement

The content of a phantom share agreement is crucial to ensure the effectiveness and achievement of incentive objectives for key employees. In drafting this agreement, several key elements must be considered to ensure the clarity, fairness and viability of the plan. These are some of the essential aspects to be addressed in the agreement:

  • Percentage of shares: The percentage of shares to be allocated to the phantom share plan must be specified. This percentage will determine the amount of economic rights that employees will receive in relation to the company’s growth and performance.
  • Distribution of shares: It is important to define how phantom shares will be distributed among eligible employees. This may include criteria such as hierarchical level, individual performance or contribution to the success of the project.
  • Duration and essential conditions: The duration of the phantom share plan and the essential conditions associated with the incentives must be established. This may include specific goals that employees must achieve in order to receive phantom shares, as well as the form and timing of vesting.
  • Leaving clauses: It is crucial to define what happens in the event that a key employee leaves the company before his or her phantom shares have fully vested. This may include provisions for the total or partial loss of economic rights associated with unconsolidated interests.
  • Approval by the General Meeting: The phantom shares agreement must be submitted for approval by the company’s General Meeting. This ensures that the plan is endorsed by senior management and complies with legal and regulatory requirements.
  • Vesting Period and Monetization Event: The vesting period and the monetization or redemption event must be determined.
  • Flexibility in drafting: The phantom shares agreement should offer flexibility in the drafting and wording of its content. This allows additional clauses to be included in accordance with the negotiations between the parties and to adapt the plan to the specific needs of the company and the employees.

In summary, a well-drafted and comprehensive phantom shares agreement ensures that the incentive plan is fair, transparent and effective in retaining and motivating key talent within the company.

Phantom Shares vs Stock Options

Unlike stock options, phantom shares do not involve the acquisition of actual shares or voting rights in the company. In addition, they have a less burdensome tax regime and offer greater flexibility in their implementation.


In short, phantom shares have become a valuable tool for digital companies in retaining and motivating talent. Their flexibility, tax advantages and ability to build employee loyalty and incentivize employees make them an attractive option in a competitive labor market. By properly implementing phantom share plans, companies can ensure the long-term commitment and success of their people.

This publication does not constitute legal advice.


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