Apple’s Board of Directors has elected to modify the award of restricted stock that Tim Cook received after being promoted to CEO in August 2011. The modification, made at Cook’s request, changes the award of 1,000,000 restricted stock units — originally supposed to be awarded in two lump sums over 10 years — to a more performance-based compensation system.
A restricted stock unit, or RSU, is a form of compensation valued in terms of company stock, but the stock is not issued at the time of the grant. Instead, the recipient gets shares of stock at a later date, generally only if they are still employed by the company.
According to a filing with the SEC today, the Compensation Committee of the Apple Board of Directors approved the amendment of the award from August 2011, though the amendment does not change the fair value of the grant as of the day it was rewarded.
The Committee intends for future stock awards to Apple executives officers to be performance-based and Cook will lead by example. However, though normal performance-based compensation normally has both an upside and downside, at his request, Cook’s award will solely have a downside component.
Under the adopted modification, Mr. Cook will forfeit a portion of the 2011 CEO equity award, which was previously entirely time-based, if the Company does not achieve certain performance criteria. While the Committee generally believes that a performance-based award should have both a downside and an upside component, at Mr. Cook’s request, the modification does not contain an upside opportunity for overachievement of these criteria. As a result of implementing a modification with only downside risk, the Committee has determined that a portion of the original grant should vest earlier than originally scheduled. This modification will not change the award’s original value for accounting expense purposes.
The original award would have given Cook 500,000 shares of Apple stock in August 2016, with another 500,000 in August 2021.
The new, amended package will give Cook 100,000 RSU‘s in August 2016, another 100,000 RSU‘s in August 2021, and the remaining 800,000 RSU‘s in ten equal allotments over the ten-year life of the initial award.
In order to receive the 80,000 share annual award, Apple’s ‘total shareholder return’ will be compared to companies in the S&P 500. If Apple’s performance is within the top third of that group, the award for that year will vest in full. If its performance is in the middle third, the award will be reduced by 25%, and the bottom third, the the award will be reduced by 50%.
As a result of the changes Cook will receive at least 672,877 shares of Apple stock by the end of the award in 2021, with the possibility of 1,000,000 shares total if Apple continues to outperform its peers. The Form 8-K filing that Apple filed with the SEC today containsadditional information about the modifications to Cook’s award.