The Hidden Retention Premium
Sign-on, make-whole, and retention awards are not the same thing — and counting them by line item triple-counts the board action behind them.
When a board grants an executive a special equity award outside the annual cycle, it is making a deliberate statement: this person is worth holding onto, replacing forgone pay, or buying out of a competing offer. Yet in most compensation databases these awards are invisible — folded into "total equity" or scattered across grant tables where they cannot be distinguished from routine annual grants.
We pulled every special, retention, sign-on, and make-whole equity award disclosed across our covered universe for fiscal years 2022 through 2025. Two findings stand out — one about prevalence, and one about how badly the standard way of counting them distorts the picture.
Finding 1 — Counting line items inflates the picture by 59%
A single board decision frequently appears as several rows in a proxy grant table: a multi-tranche RSU award, a cash-plus-equity make-whole, or a grant split across vesting schedules. Count the rows and you get 4,314. Count the decisions — one per company, executive, and fiscal year — and you get 1,772.
This is not a rounding issue. Any benchmark that counts grant lines rather than decisions will report nearly twice the retention activity that actually occurred — and will rank the wrong companies as the most aggressive.
Finding 2 — The "most active" leaderboard changes entirely
Sorted by raw grant rows, the most active issuer looks like one company with 46 lines. Sorted by actual decisions, three companies tie at the top with 15 special-award decisions each over the four-year window:
- —Robinhood (HOOD) — 15 decisions
- —STAG Industrial (STAG) — 15 decisions
- —Cadence Design Systems (CDNS) — 15 decisions
The row-grain leaderboard and the decision-grain leaderboard barely overlap. If you have been benchmarking against the wrong list, your committee has been comparing itself to the wrong peers.
Why the taxonomy matters
Not all special awards carry the same signal. A sign-on award replaces nothing — it is the cost of hiring. A make-whole award replaces compensation the executive forfeited at a prior employer, and tells you what the market was already paying them. A retention award is the one that should make a committee pause: it is paid on top of a fully competitive package, specifically to defend against departure.
Treating these three as one bucket — as most peer-comparison decks do — is how a committee ends up defending a retention grant in a proxy fight without the data to show it was warranted. Velarion separates them at the decision level, for every covered company, so the comparison your board sees is the comparison ISS will run.