GEO INSIGHTS

Intesa Sanpaolo’s Board of Directors will propose at the 30 April 2026 Shareholders’ Meeting capital increases to support two new long-term incentive plans (2026-2029 LTI Plans) for employees, including a Performance Share Plan for Risk Takers and Middle Managers and a Leveraged Employee Co-Investment Plan (LECOIP) for other employees in Italy. The plans involve issuing new ordinary shares—some free of charge and some at a discounted price—linked to achieving business plan objectives, while also updating the share allocation for the existing 2022-2025 Performance Share Plan. Overall, the proposed share issuances represent up to 1.39% of the company’s share capital, subject to regulatory approvals, with full documentation to be publicly disclosed.

Broad-based employee ownership programs (BBOPs) significantly improve engagement, retention, and business performance, but financial stakes alone are not enough; success relies on three key management practices: financial transparency, empathic leadership, and rigorous measurement of culture and people metrics. By giving employees clear insight into how their daily actions affect business outcomes, fostering psychological safety, and using data to guide people-focused decisions, companies can create a true ownership mindset that drives both individual and organizational success. Even without equity, similar results can be achieved by applying these practices to other forms of shared rewards, such as bonuses, profit-sharing, or career development opportunities.

As 2026 begins, companies face a complex landscape of economic uncertainty, regulatory changes, and M&A activity, making the attraction and retention of key talent critical. Key developments include increased scrutiny of proxy advisory firms, evolving state and federal rules on restrictive covenants, potential SEC amendments to executive compensation disclosure, and new insider reporting obligations for foreign private issuers. In M&A contexts, early planning for executive transitions, equity award treatment, and retention incentives is essential, while companies are advised to regularly review compensation frameworks to balance legal, tax, and governance considerations and maximize long-term shareholder value.

Section 6039 of the Internal Revenue Code requires companies to provide Forms 3921 and 3922 to employees who exercised incentive stock options or first transferred ESPP shares during 2025, with employee statements due by February 2, 2026. Employers must also file these forms with the IRS by March 2, 2026 (paper) or March 31, 2026 (electronic), with electronic filing mandatory for companies submitting ten or more forms of a given type. Failure to file or furnish the forms on time can result in significant per-form penalties, making timely compliance critical for corporations administering equity plans.

The annual deadline for employers and trustees to report all 2025 share scheme activity to Revenue is 31 March 2026, with different forms required depending on the type of share incentive and event, filed either online via ROS or by paper. Non-compliance can result in financial penalties, loss of tax-advantaged scheme approval, and Revenue intervention, with share schemes under increased scrutiny in recent years. Employers and trustees should now review and reconcile their 2025 activity with payroll records, ensure correct tax reporting, and consider whether their share schemes remain aligned with business objectives.

JPP Law warns that common mistakes in EMI share schemes—such as using ordinary shares instead of tailored employee classes, mismanaging vesting versus exercise, or failing to comply with reporting and filings—can permanently forfeit valuable tax relief for startups. Founders must also ensure schemes align with company Articles, investor agreements, and leaver terms to avoid disputes, while keeping careful records and annual compliance to maintain EMI status. With EMI thresholds set to expand in April 2026, companies should review existing arrangements and plan new grants carefully to maximize benefits and avoid costly errors.

GMS Agency has transitioned to an employee ownership trust (EOT), with the EOT acquiring a majority stake while co-CEOs Sam Elder and Phil Craghill remain in leadership and as the largest individual shareholders. The move aims to align the company’s long-term vision with employee interests, safeguarding its culture, values, and independence while supporting sustainable international growth. Following strong revenue increases—18.75% in 2025 and over 220% since 2020—the agency seeks to ensure that those who contribute to its success directly share in its future.