This is the first time I've been offered phantom stock for a key officer role and I have reservations.Thanks for the input. So far, John P Corrigan's answer is helping me the most. Dana Shultz is correct in that arguing for stock options now will likely not be successful. I guess what I really am trying to understand, since this hasn't been the norm in my experience, is whether there are reasons why phantom stock is not in one's best interests relative to normal stock options. Am I better off looking at other opportunities with more traditional plans, or trading phantom stock for a higher salary in my negotiations? Yes, I realize it's a complicated topic (as the past hour searching via Google has made clear), so I was just looking more for the "gut check" here than anything else. I will speak to my CPA, but I do like to do a certain bit of homework with crowd-sourced wisdom. Thank you so far for the feedback.