🌎 International equity

ISO Vs NSO: A Deep Dive into Employee Stock Options

Deciding to put together an Employee Stock Option Plan (ESOP) is a great first step, but there are some really important decisions you have to make before it can become a reality. And to do that you have to understand ISO and NSO stock options.

Private equity compensation often takes the form of an employee stock ownership plan (ESOP). Under an ESOP, there are various types of stock options, including Incentive Stock Options (ISOs) and Non-Qualified Stock Options (NSOs). But, while these options may both provide employees with the choice to purchase company stock at a future date, there are a few differences between them that you need to be aware of. So, let's explore the relationship between an ESOP and ISO/NSO to gain a better understanding of how they work together.

What are ISOs and NSOs?

In the private equity international market, ISOs and NSOs are prevalent tools for incentivising employees. Both offer the chance for employees to buy shares of their company at a predetermined price.  Here's a brief overview of each:


Incentive Stock Options, or ISOs, are a tax-advantaged type of employee stock option. They are often offered to senior management and key employees and can be exercised at a discounted price (known as the strike price). The goal of ISOs is to align the interests of employees with those of shareholders by giving them an incentive to drive the company's success.

For example, let's say that Joe, a senior executive, is granted Incentive Stock Options (ISOs) as part of their compensation package. The ISOs are issues at a strike price of $1.50 at a time when the public price per share is $5.00.  These ISOs allow the executive to purchase company stock at that predetermined discounted price (the strike price). By linking the value of the ISOs to the company's performance, the executive is incentivized to work towards the company's success and increase shareholder value. This aligns their interests with those of the shareholders and promotes a sense of ownership and commitment.

⚠️ ISOs cannot be granted to team members outside the United States, or that have been hired with an Employer of Record (EoR).


Non-Qualified Stock Options (NSOs) are employee stock options that provide a straightforward and flexible compensation method. They offer greater eligibility and exercising timeframe flexibility. NSOs are commonly granted to non-executive employees and consultants as an incentive.

Tax Implications: ISO vs NSO

These two incentive options may seem very similar, however, the key difference lies in their tax implications.  Let's dig deeper.

ISOs can offer tax advantages to employees. When an ISO is exercised, the employee doesn't owe ordinary income tax. Rather, the income from the sale of shares is subject to capital gains tax, which is usually lower. That said, the Alternative Minimum Tax (AMT) might apply.

On the other hand, NSOs, those non-qualified stock options, are taxed at the time of exercise. The difference between the fair market value of the shares and the exercise price is considered ordinary income and subject to regular income tax rates. However, NSOs are not subject to the AMT.

Pros and Cons of ISOs and NSOs

The pros of ISOs include the potential for lower tax rates and deferred taxation until the sale of shares. The cons are the potential for AMT implications and complex tax planning.

NSOs offer the advantage of immediate income recognition, which can be beneficial if the employee expects the stock price to rise significantly. The downside is that the recognized income is subject to regular income tax rates, which can be higher than capital gains tax rates.

Conclusion: Making the Right Choice

When considering NSO vs ISO, it's crucial to understand your specific circumstances. ISOs may be a better option for employees who can afford to hold onto the shares for a longer period, thus benefiting from a lower capital gains tax rate. On the other hand, NSOs may be more beneficial for those who anticipate a significant increase in stock value and don't mind paying regular income taxes upfront. In the broad spectrum of private equity compensation, both ISOs and NSOs offer unique benefits and potential drawbacks. Therefore, it is essential to consult with a tax advisor before making a decision.

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