The Grants of Plan-Based Awards Table, Explained

The number in the Summary Compensation Table is a summary, not an answer

A comp committee has just approved next year's equity award for the CEO you are benchmarking against, and the headline "Stock Awards" figure in the Summary Compensation Table finally posted to EDGAR. It looks large. It also tells you almost nothing about how it was built, when it vests, or what has to happen for the executive to actually collect it. If you are preparing for a renewal, an offer comparison, or a change-of-control review, that single number is a summary — the Grants of Plan-Based Awards table is where the summary gets shown its work. By the end of this piece, you will be able to open that table, find the grant that produced the headline figure, and read the vesting and payout mechanics behind it.

What the Grants of Plan-Based Awards table actually discloses

The Grants of Plan-Based Awards table appears in the same proxy statement as the Summary Compensation Table and covers the most recently completed fiscal year — one row per award, per named executive officer. Proxy statements generally must disclose compensation for the top five most highly paid executive officers, the CEO and CFO among them, per Meridian Compensation Partners' 2025 guidance on Summary Compensation Table requirements. The grants table is the itemized backup: it lists the grant date, the plan under which the award was made, and — critically — separates cash-based incentive opportunities from equity-based ones, each with its own set of payout columns.

This matters because the Summary Compensation Table's "Stock Awards" and "Option Awards" columns report a single grant-date fair value per year. The Grants of Plan-Based Awards table is the only place in the filing where you see the range that fair value was drawn from — the threshold, target, and maximum payout an executive could actually receive.

Reading the estimated payouts under non-equity incentive plans

The left-hand block of columns covers non-equity incentive plan awards — typically an annual cash bonus tied to performance metrics rather than stock price. Three sub-columns appear: threshold, target, and maximum. Threshold is the minimum payout if performance metrics are barely met; target is the expected payout at plan-level performance; maximum caps the payout regardless of how far performance exceeds goals. Reading these three numbers together tells you the shape of the incentive — a tight threshold-to-maximum spread signals a conservative plan, while a wide spread signals a plan designed to reward outsized results disproportionately.

None of these three figures appears in the Summary Compensation Table directly. The Summary Compensation Table's "Non-Equity Incentive Plan Compensation" column reports only what was actually paid, after the fiscal year closed and performance was measured. The Grants of Plan-Based Awards table is what tells you, in advance, what was possible.

Reading the estimated future payouts under equity incentive plan awards

The second block of columns mirrors the first — threshold, target, maximum — but for performance-based equity, typically performance share units tied to multi-year metrics like relative total shareholder return or cumulative earnings targets. These columns are reported in shares, not dollars, until the grant date fair value column converts them.

This is the block most worth slowing down on when you are sizing an equity offer or benchmarking a peer's award design. Long-term incentives, chiefly performance equity, remain the primary driver of CEO pay, and median S&P 500 CEO actual total direct compensation was approximately $17 million in 2024, per the Harvard Law School Forum on Corporate Governance's 2026 analysis of fiscal year 2024 filings. A large share of that $17 million figure is not cash — it is the grant date fair value of awards whose actual payout depends entirely on where the company lands between the threshold and maximum columns you are reading in this table.

Grant date fair value: how it lands in the Summary Compensation Table

The rightmost columns of the Grants of Plan-Based Awards table report the grant date fair value of stock and option awards, computed under applicable accounting standards on the date the award was granted. This is the number that flows directly into the Summary Compensation Table's Stock Awards and Option Awards columns for that fiscal year — not the value of the award if performance hits maximum, and not the value of the award today.

A worked example, using round figures to illustrate the mechanic rather than assert a real company's data: suppose a CEO is granted performance share units with a threshold of 10,000 shares, a target of 20,000 shares, and a maximum of 40,000 shares, and the stock trades at $50 on the grant date. The grant date fair value reported in both tables would be calculated off the target award (20,000 shares × $50 = $1,000,000), adjusted by a probability factor if a market condition like relative total shareholder return is attached. The Summary Compensation Table shows that single $1,000,000-adjusted figure. Only the Grants of Plan-Based Awards table shows you that the actual outcome could range from $500,000 (threshold) to $2,000,000 (maximum) depending on performance.

Median S&P 500 CEO total compensation reached $17.1 million in 2024, up 9.7% year over year, per the Equilar / Associated Press CEO Pay Study for 2025 covering fiscal year 2024 — and because performance equity dominates that figure, two CEOs with identical Summary Compensation Table totals can carry very different realized-pay risk, visible only by reading their respective grants tables side by side.

Connecting the grant to what happens next

The Grants of Plan-Based Awards table tells you what was awarded during the fiscal year just completed. It does not tell you what an executive is currently holding, vested or unvested, from awards granted in prior years — that is the job of the Outstanding Equity Awards at Fiscal Year-End table, covered in a companion piece on how the Outstanding Equity Awards at fiscal year-end table works. Reading the two together — this year's grant plus the running balance of everything still outstanding — is how you build a complete picture of an executive's equity position rather than a single-year snapshot.

If you are new to proxy statements generally, how to read a DEF 14A proxy statement is a useful starting point before drilling into any one table, and the Summary Compensation Table explained covers the total-pay figure this table exists to support. For a step-by-step walkthrough of the grants table specifically, see how to read the Grants of Plan-Based Awards table.

Building your own peer read

A pay figure that only shows the total, without the grant that produced it, is not something you can defend in a negotiation — it is something you have to take on faith.

Learning to read one filing is a start. Reading a peer set of them — pulling the Grants of Plan-Based Awards table, the Summary Compensation Table, and the Outstanding Equity Awards table for five or ten comparable executives, consistently, without missing a column — is where the real preparation work happens. The Proxy Statement Reading Guide: Parsing a Peer's Summary Compensation Table walks through that process line by line, using an annotated sample filing, so the next time a grants table lands in your hands, you already know exactly where to look.