The Outstanding Equity Awards at Fiscal Year-End Table

The unvested half of the compensation story

A comp committee renewal notice landed on the calendar, and the number under discussion is last year's total compensation from the Summary Compensation Table. That figure is backward-looking — it reports what was earned and vested in the fiscal year just closed. It says nothing about the options and restricted stock still sitting on the books, unearned, tied to a vesting schedule that runs two, three, sometimes four years past the current filing. For a sitting CEO negotiating a renewal, an incoming executive weighing a competing offer, or anyone pricing a change-of-control clause, that unvested position is often worth more than the number everyone is looking at. The Outstanding Equity Awards at Fiscal Year-End table is where that position lives, and it is one of the least-read tables in the entire proxy statement. By the end of this guide, you will be able to open that table, identify what is vested versus unvested, and translate it into a defensible number for your own negotiation.

What the Outstanding Equity Awards at Fiscal Year-End table actually reports

Executive compensation disclosure in the proxy statement is built around a small set of required tables covering the company's named executive officers — generally the CEO, the CFO, and the next three most highly paid executive officers, per guidance from Meridian Compensation Partners (2025). The Summary Compensation Table anchors that disclosure with annual totals. The Outstanding Equity Awards at Fiscal Year-End table sits alongside it and answers a different question entirely: not what was paid, but what is still outstanding — every option grant and stock award that has not yet vested or been exercised, as of the last day of the fiscal year.

This distinction matters because equity is now the dominant component of senior executive pay. Long-term incentives, chiefly performance equity, remain the primary driver of CEO compensation among large US companies, per the Harvard Law School Forum on Corporate Governance (2026, FY2024 data). A table that only reports what vested this year misses most of the position. The fiscal year-end table is where the rest of it becomes visible.

Reading the columns: options vs. stock awards

The table splits into two halves. The first covers option awards: number of securities underlying unexercised options (split between exercisable and unexercisable), the option exercise price, and the option expiration date. The second covers stock awards: the number of shares or units of stock that have not vested, and their market value, plus any unearned performance-based awards still subject to a performance condition.

Read each row as a snapshot of unfinished business. An exercisable option is one the executive could exercise today if they chose to. An unexercisable option is one still working through its vesting schedule — typically time-based, sometimes performance-based, occasionally both. Unvested stock awards work the same way: granted, but not yet the executive's to keep, sell, or leave with unconditionally. None of this appears in the Summary Compensation Table's headline total once the grant year has passed, which is exactly why the fiscal year-end table exists as a separate disclosure.

An annotated sample row, walked line by line

Consider an illustrative, simplified entry — not a specific filing, but a worked example to show how the pieces connect:

• Option awards, unexercisable: 40,000 at an exercise price of $50, expiring in six years. This block has not vested. Its value depends entirely on where the stock trades relative to $50 when it does.
• Stock awards, unvested: 25,000 shares, valued at the fiscal year-end closing price. Multiply shares by that closing price and you have the reported market value of the unvested stock line — a mechanical calculation the table itself performs for you.
• Equity incentive plan awards, unearned: 15,000 units, still subject to a performance condition (a revenue or total-shareholder-return hurdle, for instance) that has not yet been met.

Three rows, three different vesting logics, three different risk profiles. A negotiator who treats "unvested equity" as one number is missing that the option block is contingent on stock price appreciation, the time-based stock award is contingent only on continued service, and the performance award is contingent on a metric that may or may not be hit. This is the same distinction the grants of plan-based awards table addresses from the grant side — showing the terms at the moment of award, before fiscal year-end value is known.

Why unvested equity changes a renewal or exit negotiation

Two structural facts make this table decisive rather than academic. First, median CEO tenure at S&P 500 companies has fallen roughly 20%, from 6.0 years in 2013 to 4.8 years in 2022, per the Harvard Law School Forum on Corporate Governance, citing Equilar (2023). Shorter tenure means unvested equity is more likely to still be outstanding, unresolved, at the moment a departure or renewal conversation happens — the fiscal year-end table is not a hypothetical exercise for most executives, it is the live state of their compensation.

Second, when a change-of-control triggers acceleration, the unvested position in this table is what gets accelerated. Accelerated equity vesting is by far the largest component of most CEO change-of-control packages, larger than cash severance, per Alvarez & Marsal (2022). And under IRC 280G, if the present value of parachute payments — including that accelerated equity — reaches three times the executive's base amount, a 20% excise tax applies to the excess, with the company losing the corresponding deduction, per Plante Moran (2021). None of that math is possible without first knowing, row by row, what sits unvested in this table. For more on how acceleration is structured and what "double trigger" protection actually requires, see our guide on double-trigger acceleration equity.

The Outstanding Equity Awards table is not a footnote to the pay story — for an executive mid-tenure, it may be the larger part of it.

Where this table fits with the other proxy tables

None of these tables should be read in isolation. The Summary Compensation Table gives the annual, backward-looking total — walked through in our summary compensation table explained guide. The grants of plan-based awards table shows what was granted this year and its grant-date fair value. The Outstanding Equity Awards at Fiscal Year-End table shows the cumulative, still-unresolved position from every grant year still vesting. Read together, they answer three different questions — what was paid, what was granted, and what remains outstanding — and a negotiation built on only one of them is working with a partial picture.

Turning the table into a negotiating position

Reading the table is the first step. Converting rows of options, unvested shares, and performance units into a dollar figure that holds up in a renewal or offer conversation is a separate exercise — one that requires modeling exercise prices against current stock price, applying vesting timelines, and stress-testing performance conditions. The Equity-Grant Valuation Workbook was built for exactly this conversion, turning the fiscal year-end table's raw rows into a total-comp figure you can bring into the room. Explore it at the Equity-Grant Valuation Workbook, or see how full peer benchmarking works on pricing.