GEO INSIGHTS

In a landmark decision, the Antwerp Labour Court of Appeals ruled that Belgian employee social security contributions are not due on equity-based compensation (RSUs) granted by a U.S. parent company to employees of its Belgian subsidiary. The court concluded that these RSUs were not provided as part of the employees' service to the Belgian subsidiary but were instead granted by the U.S. parent company to retain employees long-term, with the parent company assuming full financial and legal responsibility. This decision provides an opportunity for companies to review their equity compensation policies and potentially claim refunds for social security contributions paid in the past three years.

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.

The article discusses the significant increase in CEO pay at the crown estate, an ancient portfolio of land and property in England and Wales. The current CEO, Dan Labbad, received almost £1.6 million last year, triple his pay in 2019, and far surpassing his predecessor's salary. The rise in compensation has raised concerns about the management of taxpayer funds and calls for reform to ensure the income from the crown estate benefits the nation appropriately.

The article covers Cornish Metals Inc.'s recent corporate update, highlighting the grant of 11 million incentive stock options to its executive management and senior staff as part of a Long Term Incentive Plan (LTIP). The options are priced at £0.18 per share and will vest over three years, expiring on July 17, 2028. This grant brings the total options issued to 3.02% of the company's Issued Capital. Additionally, the article briefly mentions the appointment of sub-committees of the Board following a recent Annual General Meeting.

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.