If you work in tech or engineering, there’s a good chance a big chunk of your compensation shows up as restricted stock units (RSUs). And if you’re like most of the smart, analytical people I work with, you’ve probably done one of two things with them: nothing, because you’re waiting for the “right time” to figure it out — or nothing, because they’ve been going up and selling feels like quitting a winning game. Both are decisions. Neither is a strategy. Here’s how to think about RSU tax planning, the withholding trap, and concentration risk — without the bull$h*t.
Are RSUs taxed when they vest?
Yes. When your RSUs vest, the IRS doesn’t care that you didn’t sell them. The fair market value on vest day is ordinary income — it lands on your W-2 just like salary. Holding the shares after vesting isn’t “avoiding taxes.” The tax already happened. Holding is a brand-new decision to invest that money in one single stock: your employer’s.
Here’s the engineer’s way to think about it. If your company handed you a cash bonus equal to your vest, would you immediately use all of it to buy company stock? If the answer is no — and for almost everyone it’s no — then holding vested RSUs by default is the same choice wearing a different outfit.
The withholding trap that bites high earners every April
Most companies withhold taxes on RSU vests at the IRS supplemental wage rate — typically 22%. If your actual marginal bracket is 32%, 35%, or 37%, that gap doesn’t disappear. It shows up next April as a surprise tax bill, sometimes with an underpayment penalty attached as a thank-you note.
If you had a large vest this year, check your withholding now, not in March. A quick estimated payment or a W-4 adjustment mid-year is cheap. Penalties and scrambling are not.
How much company stock is too much?
Engineers are trained to design out single points of failure. Then many of them build a personal balance sheet where their paycheck, their bonus, their unvested equity, and their investment portfolio all depend on one company’s stock price. That’s a single point of failure with a badge photo.
There’s no universal magic number, but when one stock — any stock, even a great one — creeps past a modest slice of your net worth, you’re no longer investing. You’re concentrating. Sometimes concentration builds wealth; it’s also how wealth quietly evaporates while everyone’s telling each other the stock always comes back.
A simple default framework for managing RSUs
Every situation is different (that’s not a disclaimer, it’s the actual truth), but here’s a sane starting point:
- Sell at vest as the default. Because the tax is owed either way, selling at vest usually has little additional tax cost. Redeploy into a diversified portfolio aligned with your plan.
- Hold deliberately, not accidentally. If you choose to keep shares, make it a sized, intentional position with a written rationale — not an accumulating pile of “I’ll deal with it later.”
- Coordinate with everything else. Vest schedules interact with your bonus timing, charitable giving, 529 contributions, estimated taxes, and whether this is the year for a Roth conversion. RSUs aren’t a standalone puzzle; they’re one subsystem in the machine.
- Automate the boring parts. Standing sell instructions and automatic reinvestment beat willpower every time. You already know this — you automate everything else in your life.
The bottom line
RSUs are one of the best wealth-building tools tech professionals have — if you treat them like income with a plan instead of a lottery ticket with a vesting date. The tax bill is coming either way. The only question is whether you engineered for it.
Want help pressure-testing your equity comp strategy? That’s literally what I do. Schedule a no-obligation consultation and we’ll look at your vesting schedule, your tax picture, and your concentration risk — without the bull$h*t.

