Stock Grants Drove CEO Raises While Shares Fell

Boards can say a pay package is performance-based and still make the CEO richer while shareholder returns go negative. In the 10 biggest verified pay-up, stock-down cases in our FY2023-to-FY2024 warehouse cut, the added pay totaled $140.2 million. About 99.3% of that came from stock and option awards.

This draft expands our February 25, 2026 Voronoi post Stock Grants Drove CEO Raises While Shares Fell. The point of the chart was simple: when boards raised pay in a negative-return year, the extra money usually came from equity, not cash.

The biggest equity-driven raises

1. Adobe: Shantanu Narayen's package rose $35.7M while the proxy's one-year TSR return was -15.8%. Equity alone explains $32.9M of the increase. A huge stock-award reset made Adobe the largest verified case in the refresh.
2. Sirius XM: Jennifer C. Witz's package rose $29.9M while the proxy's one-year TSR return was -56.9%. Equity alone explains $32.7M of the increase. The clearest pay-up, stock-down case in the current warehouse cut.
3. Uber: Dara Khosrowshahi's package rose $15.2M while the proxy's one-year TSR return was -2.0%. Equity alone explains $14.7M of the increase. Cash did not move; equity did the work.
4. Thermo Fisher Scientific: Marc Casper's package rose $11.5M while the proxy's one-year TSR return was -1.7%. Equity alone explains $8.8M of the increase. New option awards did most of the lifting.
5. onsemi: Hassane El-Khoury's package rose $11.2M while the proxy's one-year TSR return was -24.5%. Equity alone explains $12.2M of the increase. Equity more than explains the full increase.
6. Illumina: Jacob Thaysen's package rose $10.1M while the proxy's one-year TSR return was -31.2%. Equity alone explains $8.4M of the increase. Fresh grants overwhelmed a brutal one-year TSR decline.
7. Roku: Anthony Wood's package rose $7.5M while the proxy's one-year TSR return was -18.9%. Equity alone explains $7.6M of the increase. Options more than offset a smaller stock-award line.
8. Cisco: Charles H. Robbins's package rose $7.4M while the proxy's one-year TSR return was -5.1%. Equity alone explains $11.3M of the increase. A richer stock grant outweighed weaker incentive and other-pay lines.
9. HubSpot: Yamini Rangan's package rose $6.3M while the proxy's one-year TSR return was -51.9%. Equity alone explains $5.3M of the increase. The grant mix shifted, but equity still drove the increase.
10. Cytokinetics: Robert I. Blum's package rose $5.6M while the proxy's one-year TSR return was -43.7%. Equity alone explains $5.4M of the increase. Another case where a larger equity package overwhelmed small cash changes.

The wider 38-company sample includes a few exceptions where incentive cash or other line items mattered more. But among the biggest verified cases, the pattern is the same: compensation committees leaned on stock awards and option awards when they wanted a larger package without making the cash line look outrageous.

Why equity keeps doing this

Proxy tables record equity at grant-date fair value. That means a board can approve a richer stock package in a year with a negative one-year shareholder return and still present the result as a normal compensation decision. The accounting is technically correct, but the optics are awful: shareholders see a negative return while the grant line moves up.

This is exactly why the stock-award line matters more than the salary line when you compare pay decisions against shareholder returns. Cash changes are visible and politically harder to defend. Equity changes can be larger, quieter, and easier to frame as long-term alignment even when the latest one-year return is negative.

What to check in a proxy filing

• Start with the year-over-year total. If pay is up and the shareholder return is negative, keep digging.
• Then isolate stock and option awards. In most of these cases, that is where the raise sits.
• Keep the same CEO across both years. CEO transitions can make a perfectly ordinary signing package look like a governance failure. In our warehouse query, that means identifying the current CEO from the role title and then requiring the same executive ID in both fiscal years.

Methodology and source

Source inspiration: our Voronoi post Stock Grants Drove CEO Raises While Shares Fell. This draft uses rentseek.ing warehouse data for same-CEO FY2023-to-FY2024 comparisons, filters to compensation rows that passed our CEO-quality checks, identifies the current CEO from each year's role title while excluding rows labeled former or prior CEO, and then requires the same warehouse executive ID in both fiscal years. We annualize the SEC pay-versus-performance TSR series from the proxy filing's $100-indexed values and rank companies by the dollar increase in reported CEO pay. The ranked list above reflects the top 10 current cases, while the wider sample contains 38 companies. The return figures are one-year proxy TSR returns, not calendar-year warehouse price moves.

For the broader pay-versus-performance ranking, see Worst-Aligned CEOs.