GEO INSIGHTS

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 U.S. IRS released a memorandum, offering guidance on how to source income from restricted stock units (RSUs) for U.S. Social Security (FICA) purposes when the vesting period spans multiple tax years. This guidance provides employers with some clarity on adapting income tax regulations to apply to FICA tax, reducing uncertainty and potential issues during IRS audits. While the memorandum is specific to RSUs granted to U.S. citizens and residents, its principles can be applied more broadly to other forms of multi-year compensation, nonresident aliens, and different types of employers.

The article examines the widening pay gap between CEOs in the S&P 500 and the U.K.'s FTSE 100 from 2018 to 2022. The disparity is primarily attributed to the influence of long-term incentive plans (LTIPs) and pay opportunity levels in S&P 500 companies. Median CEO pay for S&P 500 CEOs has notably increased compared to FTSE 100 CEOs during this period, despite a decrease in the gap in basic salary and bonuses when adjusted for market cap and revenue growth since 2019. Interestingly, both regions have witnessed declines in median vote support levels for say-on-pay proposals, indicating growing investor discontent with executive compensation, irrespective of differences in corporate performance.

From 1 October 2023, the withholding rate for Indian Tax Collected at Source (TCS) on foreign remittances will increase from 5% to 20%. The INR 700,000 exempt threshold for TCS will remain in place, providing relief to individuals subject to the tax. However, the higher TCS rate above the exempt threshold may impact participation rates in employee share purchase plans, as individuals will receive reduced benefits and may face challenges reclaiming the TCS.

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.

The study explores the impact of a pay restriction on CEOs of centrally administered state-owned enterprises in China, showing significant pay reductions for CEOs in these firms compared to unrestricted counterparts. In response to the pay cut, CEOs in the affected firms increased their use of perks and diverted company resources for personal benefit, leading to a decrease in pay-performance sensitivity and a drop in overall firm performance. The findings serve as a cautionary note against limiting CEO pay, as it can distort incentives and have unintended adverse effects on the companies' performance.

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.

ESOPs and RSUs have gained popularity in India, especially in start-up jobs, and international companies with employees in India also offer these employee benefit plans. ESOPs allow employees to own equity shares of the employer company over time, and the taxation of ESOPs occurs at two instances: at the time of exercise and at the time of sale by the employee. The taxation rules differ for listed and unlisted shares, and other factors such as the residential status and disclosures also come into play in determining the tax implications of ESOPs.

This research investigates the correlation between government-controlling ownership and CEO compensation incentives in China. The findings indicate that government control diminishes CEO pay-performance sensitivity (PPS), resulting in a 6% lower PPS for CEOs in state-owned enterprises (SOEs) compared to non-state-owned enterprises (non-SOEs), representing an average 14% reduction in PPS. This effect persists even during privatization, when firms transition from government to private ownership. Moreover, the negative impact of government controlling ownership on CEO incentives is more pronounced in SOEs with higher government ownership or lower hierarchy government control.