GEO INSIGHTS

Eni's Board of Directors has proposed an Employee Stock Ownership Plan (2024-2026) to be approved at the Shareholders' Meeting on 15 May 2024. The Plan, starting in Italy and gradually expanding to foreign subsidiaries, aims to enhance employee engagement and align with shareholder interests through annual grants of free shares and a co-investment model. This initiative is part of Eni's broader strategy to support its employees and underscores the company's commitment to valuing human capital amid economic challenges.

Airbnb has expanded its pay transparency policy to include total compensation, giving employees visibility over equity awards, base pay, and bonuses. This expansion follows Airbnb's initial steps toward pay transparency in 2022, when it began sharing base pay hiring ranges, and in 2023, when it allowed U.S. employees to access base pay ranges. The company believes that greater transparency around compensation fosters a culture of trust and accountability, and it conducts annual pay equity analyses to ensure fairness in its compensation practices.

Airbnb has expanded compensation transparency by providing all employees globally with access to their base pay ranges, bonus targets, and annual performance equity award targets. This move, along with previously sharing base pay hiring ranges on job postings in the U.S., aims to enhance consistency in compensation and build a culture of trust and accountability. Additionally, Airbnb has conducted annual pay equity analyses since 2015, finding no significant unexplained gaps in pay, as part of their commitment to fostering an inclusive and equitable workplace.

The Delaware Court of Chancery recently invalidated Elon Musk's equity compensation plan with Tesla, which was criticized for being excessively large compared to peer plans and lacking proper negotiation. The court found that Musk effectively controlled Tesla in the context of the award, and that the approval process was flawed, including misleading proxy statements and insufficient benchmarking. As a result, the court determined the award was unfair and ordered it rescinded.

Richer Sounds successfully transitioned to an employee share ownership trust, transferring 60% of shares from founder Julian Richer to employees in May 2019, overseen by RSM's People Advisory Services team. This transition involved corporate restructuring, maintaining business culture, and legal and tax compliance, ultimately preserving the company’s employee-focused ethos. The project, completed in 18 months, was well-received by the media, and employees received celebratory bonuses from Julian Richer, enhancing recruitment, engagement, and retention.

Startups often use equity compensation to attract and retain talent by offering employees a stake in the company, but the structure of this compensation can vary widely. Key decisions include how much equity to reserve for employees, which roles should be eligible, and whether to use stock options or RSUs, with considerations for vesting periods and exercise windows. While equity compensation can motivate and align employees with company success, it also risks dilution of founder control and can be complex to manage, especially across different jurisdictions and stages of company growth.

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.

Apave has successfully completed its second employee shareholding offer, continuing its commitment to involving employees in the Group's long-term development and performance. With 72% of eligible employees in France participating—an increase from the first offer in 2021—this initiative provides employees with shareholder opportunities through an FCPE, featuring special subscription conditions like matching contributions and discounts. Employee shareholders now hold 2.6% of Apave's capital, reinforcing the Group's dedication to employee engagement and shared success.

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.