LTI / Equity
Five-tier eligibility framework with vehicle mix, grant sizing, vesting, and dilution view.
Design the LTI program — eligibility tiers, target grant sizing, vehicle mix (PSU / RSU / option), vesting, refresh policy, and aggregate dilution forecast.
Approved philosophy, peer LTI prevalence + median mix (Executive Comp · LTI Prevalence), share-pool availability, dilution policy.
Per-tier population, vehicle mix, target grant value, vesting schedule, annual aggregate grant cost.
LTI target values shown are at-grant; expected realized value depends on stock-price performance and PSU outcomes. Both views matter — show both in the proxy.
Five-tier structure is sensible. PSU heavy at top (60% at E3), shifting to RSU-only at Tier 4-5 matches peer practice. Tier 5 ($35K discretionary) is the biggest opportunity to right-size — consider lifting hot-skill grants.
Open Pay Mix to validate that LTI shares hit philosophy targets at each level.
Annual grant value at target is $19.5M (back-of-envelope). PSU-heavy at top tier reflects peer-set norm. Tier 5 (P5-P6 hot-skill grants) is the lever with the most opportunity — currently $35K target is below market for senior engineers.
If LTI is the retention lever for middle career levels (as Pay Mix flagged), Tier 5 under-sizing is the proximate cause. Right-size to $50-75K for hot-skill roles.
(1) Lift Tier 5 hot-skill target from $35K to $55K (covers ~30 roles, $600K incremental annual). (2) Hold all other tiers steady. (3) Refresh PSU goal-setting for the FY plan.
Dilution. Even a modest Tier 5 lift expands burn rate. Run the dilution forecast at 1.5%, 2.0%, 2.5% to find the comp-committee comfort zone.
- What's the comp committee's current burn-rate ceiling?
- Is the Tier 5 'discretionary' label working, or should it become a formal eligibility tier?
Target values are at-grant. Realized PSU value at 0% performance is $0; at max it can be 200% of target. Show both in the proxy.
Open LTI Prevalence (Executive Compensation) to compare vehicle-mix vs peer practice.