TPG Inc.TPG
TPG Inc. Stock Compensation Disclosure
18. Equity-Based Compensation
Restricted Stock Unit Awards
Under the Company’s Omnibus Equity Incentive Plan (the “Omnibus Plan”), the Company is permitted to grant equity awards representing ownership interests in TPG Inc.’s Class A common stock. On February 27, 2025, an additional 6,540,183 shares of Class A common stock were registered, increasing the share reserve to 36,496,786, of which 31,361,228 were available to be issued as of December 31, 2025.
Service Awards
Ordinary Service Awards
In the ordinary course of business, the Company grants equity awards subject to service conditions, granted as part of the Company’s standard incentive structure initiatives. These units generally vest over a term of to five years. These awards are referred to as “Ordinary Service Awards.”
From time to time, the Company also grants equity awards that are subject to service conditions, a portion of which are granted on a non-standard basis to reward or incentivize key contributions that advance the Company’s long-term goals of value creation. These non-standard awards are referred to as “Special Purpose Service Awards,” and collectively with Ordinary Service Awards, “Service Awards.” Dividend equivalents are paid on the vested and unvested portion of the Service Awards when the dividend occurs.
Special Purpose Employee Service Awards
In conjunction with the IPO in 2022, TPG employees, certain of the Company’s executives and certain non-employees received one-time grants of equity-based awards in the form of Special Purpose Service Awards which entitle the holder to one share of Class A common stock upon vesting. These units generally vest over a term of to six years.
In conjunction with the acquisition of Angelo Gordon, the Company agreed to grant an aggregate of 8.4 million Special Purpose Service Awards to former Angelo Gordon employees to promote retention post-closing, of which 6.0 million are outstanding to date. These units generally vest over a term of five years.
Additionally, in connection with the acquisition of Peppertree, the Company granted 0.3 million Special Purpose Service Awards to former Peppertree employees. These units generally vest over a term of five years.
Special Purpose IPO Executive Service Awards
Under the Omnibus Plan and in conjunction with the IPO, the Company granted 1.1 million restricted stock units as Special Purpose Service Awards in order to incentivize and retain key members of management and further their alignment with our shareholders (the “IPO Executive Service Awards”). The IPO Executive Service Awards are subject to service-based vesting conditions over a five-year service period with vesting having commenced on the second anniversary of the grant date. Compensation expense for these awards is recognized on a straight-line basis.
Special Purpose CEO Service Award
Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s CEO on November 30, 2023, comprised of 2.6 million restricted stock units as Special Purpose Service Awards, intended to incentivize the CEO to drive stockholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in-line with peer competitors in order to promote and ensure retention (the “CEO Service Award”). The CEO Service Award is subject to service-based vesting conditions over a four-year service period and is scheduled to vest 25% on each of January 13, 2025, 2026, 2027 and 2028. Compensation expense for this award is recognized on a straight-line basis.
Special Purpose Executive Chairman Service Award
Under the Omnibus Plan, the Company granted a long-term performance incentive award to the Company’s Executive Chairman on August 19, 2025, comprised of 0.3 million restricted stock units as Special Purpose Service Awards, intended to incentivize the Executive Chairman to drive stockholder value in a manner that is aligned with stockholder interests, including recognizing the Executive Chairman’s role in the establishment of the firm’s Impact platform and incentivizing his continued leadership of the platform (the “Executive Chairman Service Award”). The Executive Chairman Service Award is subject to service-based vesting conditions over a four-year service period and is scheduled to vest 25% on each of July 15, 2026, 2027, 2028 and 2029. Compensation expense for this award is recognized on a straight-line basis.
The following table summarizes the outstanding RSUs for Service Awards as of December 31, 2025 (in millions, including share data):
| Units Outstanding as of December 31, 2025 | Compensation Expense for the Year Ended December 31, | Unrecognized Compensation Expense as of December 31, 2025 | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Restricted Stock Units | |||||||||||||||||||||||
| Ordinary Service Awards | 9.7 | $ | 174.6 | $ | 94.2 | $ | 326.1 | ||||||||||||||||
| Special Purpose Service Awards | 11.9 | 125.5 | 135.4 | 227.6 | |||||||||||||||||||
| Total Service Award RSUs | 21.6 | $ | 300.1 | $ | 229.6 | $ | 553.7 | ||||||||||||||||
For the years ended December 31, 2025 and 2024 the Company granted 4.7 million and 6.9 million Service Awards, respectively. The grant date fair value was the public share price on each respective grant date.
The following table presents the rollforward of the Company’s unvested Service Awards for the year ended December 31, 2025 (awards in millions):
| Service Awards | Weighted-Average Grant Date Fair Value | ||||||||||
| Balance at December 31, 2024 | 25.3 | $ | 34.30 | ||||||||
| Granted | 4.7 | 60.20 | |||||||||
| Vested | (7.8) | 33.93 | |||||||||
| Forfeited | (0.6) | 33.07 | |||||||||
| Balance at December 31, 2025 | 21.6 | 40.10 | |||||||||
As of December 31, 2025, there was approximately $553.7 million of total estimated unrecognized compensation expense related to unvested Service Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.7 years.
Market and Performance Condition Awards
Ordinary Performance Condition Awards
During the ordinary course of business, the Company grants equity awards, subject to a combination of service and performance conditions, as part of the Company’s standard incentive structure initiatives. These awards are referred to as (“Ordinary Performance Condition Awards”).
From time to time, the Company grants equity awards that are subject to a combination of service and market conditions, granted on a non-standard basis to reward or incentivize key contributions that advance the Company’s long-term goals of value creation. These awards are referred to as (“Special Purpose Market Condition Awards,” and collectively with the Ordinary Performance Condition Awards, “Market and Performance Condition Awards”).
Special Purpose IPO Executive Market Condition Awards
Under the Omnibus Plan and in conjunction with the IPO, the Company also granted 1.1 million restricted stock units as Special Purpose Market Condition Awards in order to incentivize and retain key members of management and further their alignment with our shareholders (the “IPO Executive Market Condition Awards”). The IPO Executive Market Condition Awards are subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component with a target Class A common stock share price at $44.25 within five years and $59.00 within eight years. Dividend equivalents accrue on the vested and unvested Special Purpose Service Awards when the dividend occurs. Dividend equivalents accrue for the vested and unvested portions of the IPO Executive Market Condition Awards and are paid only when both the applicable service and market performance conditions are satisfied.
Compensation expense for the IPO Executive Market Condition Awards is recognized using the accelerated attribution method on a tranche-by-tranche basis. During 2024, both market price components of Class A common stock share price of $44.25 and $59.00 were met. During the year ended December 31, 2025, 0.2 million IPO Executive Market Condition Awards vested.
Special Purpose CEO Market Conditions Award
The long-term performance incentive award granted to the CEO under the Omnibus Plan on November 30, 2023, is also comprised of 3.9 million restricted stock units as Special Purpose Market Condition Awards, and is intended to incentivize the CEO to drive stockholder value in a manner that is aligned with stockholder interests, reward him for organic and inorganic Company growth, and bring his compensation in line with peer competitors in order to promote and ensure retention (the “CEO Market Conditions Award”).
The CEO Market Conditions Award is subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component that is only achieved when the 30-day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles. 25% of each service vesting tranche of the CEO Market Conditions Award is eligible to be earned and vest following achievement of each of the following Class A common stock prices: $52.50, $58.45, $64.05 and $70.00. These stock price hurdles represent a premium of 150%, 167%, 183% and 200%, respectively, of the closing price of a share of Class A common stock on the date of grant. The first market hurdle must be achieved by January 13, 2029, and the remaining hurdles by January 13, 2030. If the applicable market hurdles are not achieved by the specified periods, the applicable portions of the CEO Market Conditions Award will be forfeited. Restricted stock units from the CEO Market Conditions Award that (i) vest prior to January 13, 2029 will be settled promptly following January 13, 2029, and (ii) vest after January 13, 2029 will be settled promptly following January 13, 2030, subject to certain other accelerated settlement conditions. Dividend equivalents accrue for the vested and unvested portions of the CEO Market Conditions Award and are paid only if and when both the applicable service and market conditions are satisfied.
Compensation expense for the CEO Market Conditions Award is recognized using the accelerated attribution method on a tranche-by-tranche basis. During 2024, the first three market hurdles of the CEO Market Conditions Award of Class A common stock share prices of $52.50, $58.45 and $64.05 were met. As such, 20% of these tranches have vested or will vest on each of January 13, 2025, 2026, 2027, 2028 and 2029.
Special Purpose Executive Chairman Market Conditions Award
The long-term performance incentive award granted to the Executive Chairman under the Omnibus Plan on August 19, 2025, is also comprised of 0.5 million restricted stock units as Special Purpose Market Condition Awards, and is intended to incentivize the Executive Chairman to drive stockholder value in a manner that is aligned with stockholder interests, including recognizing the Executive Chairman’s role in the establishment of the firm’s Impact platform and incentivizing his continued leadership of the platform (the “Executive Chairman Market Conditions Award”).
The Executive Chairman Market Conditions Award is subject to both market performance and service based vesting conditions, including (i) a time-based component requiring a five-year service period and (ii) a market price component that is only achieved when the 30-trading day volume weighted average trading price of a share of Class A common stock meets or exceeds certain stock price hurdles. 25% of each service vesting tranche of the Executive Chairman Market
Conditions Award is eligible to be earned and vest following achievement of each of the following Class A common stock prices: $90.98, $101.29, $110.99 and $121.30. These stock price hurdles represent a premium of 150%, 167%, 183% and 200%, respectively, of the closing price of a share of Class A common stock on the date of grant. The first market hurdle must be achieved by July 15, 2030, and the remaining hurdles by July 15, 2031. If the applicable market hurdles are not achieved by the specified periods, the applicable portions of the Executive Chairman Market Conditions Award will be forfeited. Restricted stock units from the Executive Chairman Market Conditions Award that (i) vest prior to July 15, 2030, will be settled promptly following July 15, 2030, and (ii) vest after July 15, 2030, will be settled promptly following July 15, 2031, subject to certain other accelerated settlement conditions. Dividend equivalents accrue for the vested and unvested portions of the Executive Chairman Market Conditions Award and are paid only if and when both the applicable service and market conditions are satisfied.
Compensation expense for the Executive Chairman Market Conditions Award is recognized using the accelerated attribution method on a tranche-by-tranche basis.
The following table summarizes the outstanding RSUs for Market and Performance Condition Awards as of December 31, 2025 (in millions, including share data):
| Units Outstanding as of December 31, 2025 | Compensation Expense for the Year Ended December 31, | Unrecognized Compensation Expense as of December 31, 2025 | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Restricted Stock Units | |||||||||||||||||||||||
| Ordinary Performance Condition Awards | 1.0 | $ | 13.6 | $ | 3.1 | $ | 22.4 | ||||||||||||||||
| Special Purpose Market Condition Awards | 4.2 | 32.2 | 29.2 | 41.6 | |||||||||||||||||||
| Total Market and Performance Condition Award RSUs | 5.2 | $ | 45.8 | $ | 32.3 | $ | 64.0 | ||||||||||||||||
The following table presents the roll forward of the Company’s unvested Special Purpose Market Condition Awards for the year ended December 31, 2025 (awards in millions):
Market Condition Awards | Weighted Average Grant Date Fair Value | ||||||||||
| Balance at December 31, 2024 | 4.6 | $ | 20.41 | ||||||||
| Granted | 0.5 | 38.27 | |||||||||
Vested | (0.2) | 16.58 | |||||||||
| Vested, unsettled | (0.6) | 22.01 | |||||||||
| Forfeited | (0.1) | 16.59 | |||||||||
| Balance at December 31, 2025 | 4.2 | 22.49 | |||||||||
As of December 31, 2025, there was approximately $41.6 million of total estimated unrecognized compensation expense related to unvested Special Purpose Market Condition Awards, which is expected to be recognized over the weighted average remaining requisite service period of 2.3 years.
Total Restricted Stock Units
For the years ended December 31, 2025, 2024 and 2023, the Company recorded total restricted stock unit compensation expense of $345.9 million, $261.9 million and $129.8 million, respectively. The expense associated with awards granted to certain non-employees of the Company is recognized in general, administrative and other in our Consolidated Statements of Operations and totaled $14.0 million, $6.4 million and $3.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
For the years ended December 31, 2025 and 2024, the Company had 8.1 million and 4.4 million restricted stock units vest at a fair value of $501.5 million and $179.1 million, respectively (excluding vested, but unsettled units). The restricted stock units were settled by issuing 5,049,790 shares of TPG Inc. Class A common stock, net of withholding tax of $190.6 million for the year ended December 31, 2025 and by issuing 2,713,730 shares of TPG Inc. Class A common stock, net of withholding tax of $68.0 million (excluding vested, but unsettled units) for the year ended December 31, 2024.
The following table summarizes all outstanding restricted stock unit awards as of December 31, 2025 (in millions, including share data):
| Units Outstanding as of December 31, 2025 | Compensation Expense for the Year Ended December 31, | Unrecognized Compensation Expense as of December 31, 2025 | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Restricted Stock Units | |||||||||||||||||||||||
| Ordinary Awards: | |||||||||||||||||||||||
| Ordinary Service Awards | 9.7 | $ | 174.6 | $ | 94.2 | $ | 326.1 | ||||||||||||||||
| Ordinary Performance Condition Awards | 1.0 | 13.6 | 3.1 | 22.4 | |||||||||||||||||||
| Special Purpose Awards: | |||||||||||||||||||||||
| Special Purpose Service Awards | 11.9 | 125.5 | 135.4 | 227.6 | |||||||||||||||||||
| Special Purpose Market Condition Awards | 4.2 | 32.2 | 29.2 | 41.6 | |||||||||||||||||||
| Total Restricted Stock Units | 26.8 | $ | 345.9 | $ | 261.9 | $ | 617.7 | ||||||||||||||||
In January 2026, the Company issued 4.9 million shares of Class A common stock in connection with the vesting of RSUs. In January 2026, the Company granted 5.0 million in RSUs. The units vest in equal tranches over a period of to six years.
Other Awards
As a result of the Reorganization and the IPO in 2022, certain of the Company’s current partners hold restricted indirect interests in Common Units through TPG Partner Holdings and indirect economic interests through RemainCo. TPG Partner Holdings and RemainCo are presented as non-controlling interest holders within the Company’s Consolidated Financial Statements. The interests in TPG Partner Holdings (“TPH Units”) and indirectly in RemainCo (“RPH Units”) are generally subject to service, or, in certain cases, to both service and performance conditions. Holders of these interests participate in distributions regardless of the vesting status. Additionally, in conjunction with the Reorganization, the IPO and the acquisition of NewQuest, certain TPG partners and NewQuest principals were granted Common Units directly at TPG Operating Group and Class A common stock (collectively, the “Other IPO-Related Awards”) subject to both service and performance conditions.
In conjunction with the acquisition of Angelo Gordon, the Company granted 43.8 million of unvested Common Units to former Angelo Gordon partners (included in Common Units below), which are considered compensatory under ASC 718. These units generally vest over a term of five years and participate in distributions at the TPG Operating Group along with all vested equity.
In conjunction with the acquisition of Peppertree, the Company granted 5.4 million of unvested Common Units to Peppertree Co-Presidents (included in Common Units below), which are considered compensatory under ASC 718. These units generally vest over a term of five years and participate in distributions at the TPG Operating Group along with all vested equity.
The following table summarizes the outstanding Other Awards as of December 31, 2025 (in millions, including share data):
| Unvested Units/Shares Outstanding as of December 31, 2025 | Compensation Expense for the Year Ended December 31, | Unrecognized Compensation Expense as of December 31, 2025 | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| TPH and RPH Units | |||||||||||||||||||||||
| TPH units | 17.3 | $ | 253.8 | $ | 289.6 | $ | 381.4 | ||||||||||||||||
| RPH units | 0.1 | 34.3 | 55.1 | 37.3 | |||||||||||||||||||
| Total TPH and RPH Units | 17.4 | $ | 288.1 | $ | 344.7 | $ | 418.7 | ||||||||||||||||
| Common Units and Class A Common Stock | |||||||||||||||||||||||
| Common Units | 31.2 | $ | 227.8 | $ | 324.1 | $ | 787.0 | ||||||||||||||||
| Class A Common Stock | — | 0.4 | 17.2 | — | |||||||||||||||||||
| Total Common Units and Class A Common Stock | 31.2 | $ | 228.2 | $ | 341.3 | $ | 787.0 | ||||||||||||||||
TPH and RPH Units
The Company accounts for the TPH Units and RPH Units as compensation expense in accordance with ASC 718. The unvested TPH and RPH Units are recognized as equity-based compensation subject to primarily service vesting conditions and in certain cases performance conditions, some of which are deemed probable of achieving. The Company recognized compensation expense of $288.1 million, $344.7 million and $436.6 million for the years ended December 31, 2025, 2024 and 2023, respectively. There is no additional dilution to our stockholders related to these interests. Contractually these units are only related to non-controlling interest holders of the TPG Operating Group, and there is no impact to the allocation of income and distributions to TPG Inc. Therefore, the Company has allocated these expense amounts to its non-controlling interest holders.
The following table presents the roll forwards of the Company’s unvested TPH Units and RPH Units for the year ended December 31, 2025 (units in millions):
| TPH Units | RPH Units | ||||||||||||||||||||||
| Partnership Units | Grant Date Fair Value | Partnership Units | Grant Date Fair Value | ||||||||||||||||||||
| Balance at December 31, 2024 | 26.1 | $ | 26.74 | 0.2 | $ | 457.10 | |||||||||||||||||
| Reallocated | 0.9 | 57.88 | — | — | |||||||||||||||||||
| Vested | (8.6) | 24.58 | (0.1) | 457.10 | |||||||||||||||||||
| Forfeited | (1.1) | 24.36 | — | 457.10 | |||||||||||||||||||
| Balance at December 31, 2025 | 17.3 | 29.50 | 0.1 | 457.10 | |||||||||||||||||||
Certain forfeited TPH Units were reallocated to certain existing unit holders in accordance with the applicable governing documents. The grant date fair value of the reallocated awards was determined based on the fair value of TPG’s common stock at the time of reallocation. As of December 31, 2025, there was approximately $418.7 million of total estimated unrecognized compensation expense related to outstanding unvested awards, of which TPH Units and RPH Units represented $381.4 million and $37.3 million, respectively.
Common Units and Class A Common Stock
In accordance with ASC 718, all Other Awards are also recognized as equity-based compensation. The Company recognized compensation expense of $228.2 million, $341.3 million and $72.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. As TPG Operating Group holders would accrete pro-rata or benefit directly upon forfeiture of those awards, this compensation expense was allocated pro-rata to all controlling and non-controlling interest holders of TPG Inc.
The following table presents the roll forwards of the Company’s unvested TOG Units and Class A Common Stock Awards for the year ended December 31, 2025 (awards in millions):
| Common Units | Class A Common Stock | ||||||||||||||||||||||
| Partnership Units | Grant Date Fair Value | Partnership Units | Grant Date Fair Value | ||||||||||||||||||||
| Balance at December 31, 2024 | 36.0 | $ | 25.50 | 0.3 | $ | 29.50 | |||||||||||||||||
| Granted | 5.4 | 47.56 | — | — | |||||||||||||||||||
| Reallocated | — | — | — | — | |||||||||||||||||||
| Vested | (9.6) | 25.43 | (0.3) | 29.50 | |||||||||||||||||||
| Forfeited | (0.6) | 27.29 | — | — | |||||||||||||||||||
| Balance at December 31, 2025 | 31.2 | 29.28 | 0.0 | 29.50 | |||||||||||||||||||
Total unrecognized compensation expense related to outstanding unvested awards as of December 31, 2025 was $787.0 million.
Other Liability Classified Awards
As discussed in Note 3, the Company granted liability-classified Common Unit awards to certain Peppertree Parties in conjunction with the acquisition of Peppertree, which are considered liability-classified awards under ASC 718. The awards require both continuous service over an estimated period of five years and satisfaction of certain fee-related revenue targets during the period beginning on January 1, 2028 and ending on December 31, 2028 and certain fundraising targets. These liability-classified awards will be settled with a variable number of both vested and unvested Common Units upon the satisfaction of the fee-related revenue targets and do not participate in TPG Operating Group distributions before settlement. For the year ended December 31, 2025, the Company recognized compensation expense of $23.3 million related to these liability-classified awards with a corresponding increase in other liabilities.
In conjunction with the acquisition of Angelo Gordon, the Company granted liability-classified Common Unit awards to Angelo Gordon partners. Those awards represent the compensatory portion of the Earnout Payment under ASC 718 and as such, require both continuous service over a period of five years and the satisfaction of fee-related revenue targets during the period beginning on January 1, 2026 and ending on December 31, 2026. These liability-classified awards will be settled with a variable number of both vested and unvested Common Units upon the satisfaction of the fee-related revenue targets and do not participate in TPG Operating Group distributions before settlement. During 2025, the Company determined that it is not probable the Company will need to settle the Earnout Payment. As such, the Company reversed previously recorded equity-based compensation expense of $67.7 million for the year ended December 31, 2025, related to its liability-classified awards with a corresponding decrease in other liabilities. For the year ended December 31, 2024 and 2023, the Company recognized compensation expense of $55.3 million and $12.4 million, respectively, related to its liability-classified awards with a corresponding increase in other liabilities.
The fair value of the liability-classified awards discussed above will be remeasured every reporting period and are based on the satisfaction of the respective fee-related revenue and fundraising targets, if applicable. Compensation expense for these awards are recognized using the accelerated attribution method on a tranche-by-tranche basis. Total unrecognized compensation expense related to these awards as of December 31, 2025 was $142.8 million.
TRTX Awards
Certain employees of the Company receive awards (“TRTX Awards”) from TPG RE Finance Trust, Inc. (“TRTX”), a publicly traded real estate investment trust, externally managed and advised by TPG RE Finance Trust Management, L.P., a wholly-owned subsidiary of the Company, for services provided to TRTX. Generally, the TRTX Awards vest over four years for employees and at grant date for directors of TRTX.
The TRTX Awards granted to certain employees of the Company are recorded in other assets and due to affiliates in the Consolidated Statements of Financial Condition. The grant date fair value of the asset is amortized through equity-based compensation expense on a straight-line basis over the vesting period in the Consolidated Statements of Operations. Equity-based compensation expense is offset by related management fees earned by the Company from TRTX. During the years ended December 31, 2025, 2024 and 2023, the Company recognized $8.3 million, $9.3 million and $7.2 million, respectively, of management fees and equity-based compensation expense.
Other Compensation Matters
TPG provides voluntary defined contribution plans for its U.S. and U.K. employees who meet certain eligibility requirements. The current defined contribution plan for U.S. employees is a 401(k) profit-sharing plan that was adopted in May 1996. The current defined contribution plan for U.K. employees is a pension plan that was adopted in January 2010. Employees may elect to make contributions up to legally established limits. Both plans provide for employer contributions at the Company’s discretion. The Company’s contribution expenses were $29.6 million, $26.6 million and $15.2 million, for the years ended December 31, 2025, 2024 and 2023, respectively.
Compensation includes a significant performance-based component in the form of discretionary bonuses. The Company incurred discretionary bonus expense of $346.5 million, $330.0 million and $220.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.