Stock Ownership Guidelines
NEO ownership multiple, holding requirements, and progress to target.
Track each NEO's stock ownership against the comp-committee-approved multiple of base salary, with the holding requirement and an at-a-glance status.
Approved ownership guidelines, current shares held (vested + unvested counted per policy), current share price, base salary.
Per-NEO multiple, required multiple, holding requirement, dollar value of current and required shares, status badge.
Ownership counting conventions differ (some companies include unvested PSUs at target, some only vested + RSUs). Confirm the convention used in proxy disclosure.
Two NEOs Met (CEO and CFO), four Building, one Below (CHRO at 1.2×, requirement 2×). Build-window is 5 years; CHRO joined within last 18 months and is on a credible glide path.
Add ownership-progress disclosure to the proxy CD&A — see Proxy Disclosure Support.
One NEO is Below requirement (CHRO at 1.2×, required 2×). All other NEOs are Met or on a credible glide path. The holding-until-met policy is operating — no NEO has reduced holdings.
Stock-ownership compliance is an ISS Quality of Compensation factor. A single Below status is acceptable if the NEO is within a build window (typically 5 years from appointment).
Confirm CHRO is within the 5-year build window and disclose in the proxy CD&A. Hold ownership policy unchanged.
If CHRO build window has lapsed without meeting requirement, comp committee must act (additional grants, salary hold, etc.). Verify build-window start date.
- Was CHRO's ownership build-window confirmed at hire? If not, when does it expire?
- Should the policy expand to non-NEO senior leadership (Pres NA at 2.9× is well below the implicit 3× ask)?
Share values assume current market price. A material price drop could shift Building NEOs to Below — re-run before any proxy lock.
Open Severance / CIC to review contract exposure.