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Retention Bonus Tax

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Retention Bonus Tax: Implications and Regulations

Retention bonuses have become a pivotal tool in the arsenal of businesses aiming to retain their most valuable employees during times of change, such as mergers, acquisitions or significant restructuring. These bonuses serve as an incentive for employees to stay with a company for a designated period, ensuring stability and continuity within the organization. While the concept of a retention bonus might seem straightforward, the tax implications surrounding it are intricate and require careful consideration.

Retention bonuses are classified as supplemental wages by the Internal Revenue Service (IRS), which subjects them to specific tax withholding rules. Understanding these rules is crucial for both employers and employees to ensure compliance and avoid potential penalties. This article delves into the detailed aspects of retention bonus taxes, including the relevant federal regulations, the process of withholding and reporting these bonuses and the responsibilities of all parties involved.

Retention Bonus Tax

A retention bonus is a lump sum paid to an employee as an incentive to stay with a company for a specified period. These bonuses are typically used during mergers, acquisitions or periods of organizational change to ensure key employees do not leave. The tax on retention bonuses, like regular income, must be withheld by the employer and reported to the IRS.

Relevant Regulations

Retention bonuses are subject to federal income tax, Social Security tax and Medicare tax. They are considered supplemental wages by the IRS and specific guidelines are provided under the Internal Revenue Code (IRC) and IRS regulations.

Key Regulations:

  1. Internal Revenue Code (IRC) Sections 5753 and 5754: These sections regulate the recruitment, relocation and retention incentives for federal employees. They provide the framework within which bonuses are treated for tax purposes.
  2. 5 CFR 575: The Code of Federal Regulations provides detailed guidelines on the payment of recruitment, relocation and retention bonuses. Subpart C specifically deals with retention incentives, outlining eligibility, approval and payment processes.

Tax Withholding on Retention Bonuses

Retention bonuses are treated as supplemental wages by the IRS, meaning they are subject to different withholding rules than regular wages. Understanding these rules is essential for employers to ensure compliance and for employees to know their tax obligations.

The IRS mandates that retention bonuses, classified as supplemental wages, must be withheld at a flat rate of 22% if they are paid separately from regular wages or are identified separately from regular wages in the same paycheck. This flat rate simplifies the withholding process and ensures a standardized approach across different employers.

  1. Supplemental Wages: According to the IRS, supplemental wages include bonuses, commissions, overtime pay and other payments that are not regular wages. The detailed guidelines can be found in IRS Publication 15 (Circular E) IRS Publication 15.
  2. Flat Rate Withholding: The IRS specifies that the flat withholding rate for supplemental wages is 22%. This rate applies when the bonuses are not aggregated with regular wages in a single payment or when they are separately identified in the payroll system.
  3. Aggregate Method: If the bonus is paid together with regular wages and not separately identified, the total amount is subject to withholding based on the employee’s W-4 form and the withholding tables found in IRS Publication 15-T IRS Publication 15-T.
  4. Social Security and Medicare Taxes: Regardless of how the bonus is paid, it is also subject to Social Security tax (6.2%) and Medicare tax (1.45%). If an employee’s earnings exceed the Social Security wage base limit, only the Medicare tax will apply.

Process Steps for Handling Retention Bonus Tax

Step 1: Eligibility

Eligibility criteria for retention bonuses should be clearly defined in the company’s policy. Typically, eligibility might be based on the employee’s role, tenure or the criticality of their position during transitional periods.

Step 2: Calculation of the Bonus

Once eligibility is established, the retention bonus amount should be calculated. This amount is often agreed upon as part of a contract or retention agreement.

Step 3: Applying Withholding Taxes

Federal Withholding:

  • If the bonus is paid separately or identified separately, withhold federal income tax at 22%.
  • If the bonus is combined with regular wages and not identified separately, use the aggregate method to determine the withholding based on the employee’s W-4.

Social Security and Medicare:

  • Withhold Social Security tax at 6.2% and Medicare tax at 1.45%.
  • For earnings exceeding the Social Security wage base limit, only withhold the Medicare tax.

Step 4: Reporting the Bonus

The bonus and withheld taxes should be reported on the employee’s Form W-2. The total taxable wages, including the retention bonus, should be reported in Box 1 (Wages, tips, other compensation). The federal income tax withheld should be reported in Box 2, Social Security wages in Box 3, and Medicare wages in Box 5.

Step 5: Paying and Documentation

The net amount must be paid to the employee after withholding taxes. Proper documentation should be maintained to ensure compliance with IRS regulations and for future reference during audits. It should be ensured that all steps adhere to the guidelines provided in the IRS Internal Revenue Manual and relevant CFR sections.

Responsibilities of Employers and Employees


  • Must withhold and remit federal income tax, Social Security tax and Medicare tax.
  • Are responsible for accurately reporting the bonus on the employee’s W-2 form.
  • Should ensure compliance with relevant federal and state regulations to avoid penalties.


  • Should understand that the retention bonus will increase their taxable income for the year.
  • Are required to report the bonus as income when filing their tax returns.
  • Should review their withholding to ensure sufficient tax is being withheld to avoid underpayment penalties.

Key Takeaways

  • Retention bonuses are taxable and subject to federal income tax, Social Security tax and Medicare tax.
  • The flat federal withholding rate for retention bonuses paid separately from regular wages is 22%.
  • Both employers and employees have specific responsibilities in reporting and managing the taxes on retention bonuses.
  • Accurate calculation, withholding and documentation are crucial to compliance with IRS regulations.

Services Offered by Dimov Tax & CPA Services

Dimov Tax & CPA Services provides comprehensive assistance in managing retention bonus tax implications. Our services include:

  • Tax Planning and Consultation: We offer strategic tax planning to optimize retention bonus structures and minimize tax liabilities.
  • Payroll and Withholding Services: Our team ensures accurate calculation and withholding of taxes on retention bonuses.
  • Tax Reporting and Compliance: We assist in preparing and filing the necessary tax documents, ensuring compliance with all IRS regulations.
  • Audit Support: In the event of an IRS audit, we provide representation and support to address any issues related to retention bonuses.

Retention bonuses are a valuable tool for retaining key talent, but they come with significant tax implications. Proper handling and compliance with IRS regulations are essential to avoid penalties and ensure a smooth process. At Dimov Tax & CPA Services, we are dedicated to providing the expertise and support needed to navigate these complexities efficiently.


Retention bonuses are an effective means of ensuring employee loyalty during critical times. The tax implications and following the correct processes for withholding and reporting are vital for both employers and employees. By leveraging the expertise of Dimov Tax & CPA Services, businesses can ensure compliance and optimize their tax strategy related to retention bonuses.

Feel free to reach out to Dimov Tax & CPA Services for personalized advice and assistance with your retention bonus and other tax-related needs.

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