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In the context of NQDC, phantom stock is an investment of company shares in your NQDC account. The value of the shares increases or decreases over time according to the stock price and the crediting of any “phantom” dividends. Depending on the structure of your plan, the payout at distribution can be in company shares, in cash equal to the value of the shares at the time of settlement, or a combination of these. For senior executives and for directors, the form of payout affects Section 16 reporting on Form 4.