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.

Two new Senate bills aim to strengthen employee stock ownership plans (ESOPs) by removing certain contribution limits and giving ESOPs formal representation on the ERISA Advisory Council. The Employee Ownership Fairness Act proposes excluding ESOP contributions from defined contribution plan caps to allow employees more flexibility in retirement savings, while the Employee Ownership Representation Act adds two ESOP advocates to the ERISA Council. Separately, the American Ownership and Resilience Act was introduced to promote selling American businesses to employees through ESOPs, helping prevent offshoring and support domestic manufacturing.

The Employee Ownership Fairness Act of 2025, introduced in Congress, aims to ease tax limitations that have hindered ESOP-owned companies from fully funding both ESOPs and 401(k) plans. The bill proposes that stock contributions and ESOP loan repayments no longer count toward annual contribution and allocation limits, allowing employees to maximize benefits in both retirement plans. This change would benefit companies, selling shareholders, and employees alike by removing outdated tax barriers and supporting broader employee ownership and retirement savings.

Amid economic uncertainty in 2025, middle-market companies are reevaluating executive compensation strategies to prioritize cash preservation, long-term value creation, and adaptability, shifting away from all-cash bonuses toward deferred compensation and equity-based incentives. Key trends include revising performance metrics, implementing multi-year retention plans, enhancing downside protection, and aligning incentive plans with resilience-focused goals such as margin protection and supply chain agility. Legal considerations emphasize compliance with tax codes, clear documentation, governance improvements, and transparent communication to manage retention risk and support business continuity.

Employee engagement is at a decade low, with workers feeling increasingly disconnected and uncertain about their companies' futures, prompting experts like KKR's Pete Stavros to champion employee stock ownership plans (ESOPs) as a solution. Stavros argues that ESOPs, when well-implemented, significantly improve culture, engagement, and retention by giving employees a financial stake in their companies, with notable successes like CHI Overhead Doors showcasing life-changing payouts for non-executive workers. However, broader adoption faces barriers such as regulatory complexity and limited accessibility, leading advocates to push for policy reforms while emphasizing that trust, transparency, and genuine cultural shifts are essential for ESOPs to succeed.