미국에서의 주식연계보상 관련 규제와 그 시사점

Recently, in Korea, there has been an increase in the use of RSU, which grant treasury stocks to employees when they meet certain conditions, such as working for a certain period of time or achieving performance goals, for the purpose of performance compensation, under the name of ‘restricted stock unit’. As the regulation of RSU is receiving attention in Korea, it would be meaningful to look into related regulations in the United States, where the stock-based compensation system has been established for a long time. This article examined the trends in compensation systems and types of stock-based compensation in the United States (Ⅱ). This article looked at the corporate law and the regulations of the stock exchange listing rules as procedural regulations, and the regulations of Regulation S-K as disclosure regulations, and separately looked at the shareholder vote on executive compensation (Say-on-Pay), strengthening the independence of the compensation committee, strengthening disclosure regulations, and clawback under the Dodd-Frank Act (Ⅲ). With reference to the implications of US regulations, this article reviewed the issues of shareholders' meeting resolutions on RSU, disclosure of executive compensation, and taxation of RSU (Ⅳ). ① Stock-based compensation such as RSU are considered ‘director’s compensation’ and are subject to the application of Article 388 of the Commercial Act. Therefore, if a shareholders’ meeting resolution is required to grant RSU, the method of obtaining the shareholders’ meeting resolution may be at issue. In the case of RSU, it would be reasonable to assume that the general shareholders' meeting should determine the upper limit of the number of RSU, RSU vesting conditions, the number of shares granted when RSU vesting conditions are met, and the method of calculating that number. ② In cases where decisions on individual compensation of directors are delegated to the board of directors, the transparency of the compensation determination process may be at issue. Therefore, in order to ensure transparency of the compensation determination process, it may be possible to consider requiring disclosure of information related to the company's compensation policies, as in Regulation S-K in the United States, or stipulating that the board of directors determine policies for determining individual compensation of directors (compensation determination policies), as in the Japanese Corporate Law. ③ The disclosures made under Regulation S-K in the United States are broader in scope and the format of the disclosures made under Regulation S-K is strictly specified compared to the disclosures made in Korea, so they appear to have significant implications for Korea. ④ When a company grants RSU to its employees, there may be an issue as to whether income is deemed to have accrued to employees when the contract granting RSU is concluded, or when the vesting conditions are fulfilled and the company actually grants treasury stocks to employees. In my opinion, since treasury stocks are actually granted to employees who have been granted RSU only after the vesting conditions are met, it cannot be said that any income is generated simply by granting RSU themselves. Since the economic benefit equivalent to the market price of the stock is determined or realized only when the vesting condition is fulfilled and the treasury stock is acquired, it would be reasonable to view the income resulting from it as having occurred at the time the vesting condition is fulfilled and the treasury stock is paid out.