ARTICLE

19 June 2025

EXECUTIVE COMPENSATION DISCLOSURES FOR FOREIGN PRIVATE ISSUERS: HOW MUCH IS ENOUGH?

WTW

Legal and regulatory
Executive plans
USA
External News

Foreign private issuers (FPIs), which accounted for over half of U.S. IPOs in 2024, benefit from lighter executive compensation disclosure requirements than U.S. domestic issuers, though these rules vary based on their home country’s regulations. To qualify as an FPI, a company must be non-U.S. incorporated and meet ownership or business-contact criteria, but that status is reviewed annually and may change. Despite more lenient requirements, FPIs should design executive compensation policies that align with shareholder expectations, anticipate potential regulatory changes by the SEC, and ensure compliance across all jurisdictions.