EUROPEAN CHAPTER

Offering equity to employees is a key strategy for startups to attract talent over larger firms, seen in Europe where successful companies like Klarna and Deliveroo have spurred new ventures. However, European taxation on employee stock options varies significantly by country, with Estonia, Lithuania, and the UK cited as the most favorable due to lower tax burdens and simpler regulations compared to countries like France and Germany, which have more stringent tax policies and regulations. These differences impact how much employees can potentially gain from their stock options, influencing company decisions on offering ESOPs versus other equity schemes like VSOPs in heavily regulated markets.

The Asian Utilities Engagement Programme (AUEP), led by the Asian Investor Group on Climate Change (AIGCC), focuses on linking executive compensation to climate-related Key Performance Indicators (KPIs) in Asian utilities. The program urges these companies to implement governance frameworks for climate issues, establish decarbonization timelines, disclose climate information according to TCFD guidelines, address physical climate risks, and ensure their lobbying activities align with climate objectives. Several companies, such as Japan's J-Power and Chub Electric, as well as Malaysia's Tenaga Nasional, are already incorporating sustainability KPIs into their compensation structures, and the program plans to expand its engagement to regulators and other markets.

This article serves as an introductory guide to equity compensation plans, particularly addressing common inquiries from founders. It focuses on two essential aspects: types of equity compensation, such as stock options and restricted share units (RSUs), along with their distinctive features and potential tax implications. Additionally, the article emphasizes the significance of establishing a formal equity compensation plan, often referred to as a stock option pool or an equity compensation pool. The allocation of securities in this plan impacts the fully-diluted ownership percentages of existing shareholders and allows corporations to benefit from preferential tax treatment.

The article discusses Geneva's evolving tax practices regarding employee stock and option grants, focusing on startups and SMEs. These incentive programs play a crucial role in attracting and retaining talent, and their tax treatment varies, ranging from tax-free capital gains for employees to fully taxable salaries upon exit. The recent practice in Geneva allows valuations as substitutes for FMV, offering tax-free capital gains and enhancing the benefits of share plans for early-stage startups and SMEs without imminent full exits.

This edition of On the board's agenda, in collaboration with Deloitte's Chief Executive Program, examines recent developments in executive compensation practices, addressing challenges related to market volatility and the impact of variations across countries on compensation strategies. With increasing complexity in compensation governance, it is crucial for boards to align pay with shareholder returns, performance goals, and stakeholder interests, while considering factors like DEI and ESG considerations. The discussion also emphasizes the need for boards to strike a balance between short-term and long-term concerns in crafting effective executive compensation strategies.

The article explores the potential of Employee Stock Ownership Plans (ESOPs) and emphasizes the importance of providing liquidity to employees through stock awards. The authors advocate for controlled liquidity programs that align with equity vesting schedules to enhance employee engagement and empowerment as stakeholders, addressing the challenge of limited liquidity options for stock awards in startups.

This paper examines the current state of equity incentive research, focusing on scheme design and performance evaluation, as a solution to the principal-agent problem. It explores the selection of equity incentive schemes, incentive intensity, exercise conditions, and evaluation methods based on various theories, aiming to provide guidance for future research in equity incentives.