Golden Handcuffs: Reading a Candidate's Unvested Equity From a Proxy Filing
Bret van Putten5 min readUpdated August 23, 2026
On this page
- Where the number actually lives
- A worked example: Compass, Inc.’s CFO
- What this number is for, and what it isn’t
- It’s dated the day the fiscal year ended, not today
- It doesn’t tell you what a new employer needs to offer
- It’s a floor for named executive officers only, not every candidate
- Why this matters before the first call, not after
- Sources
- FAQ
A passive candidate at a public company isn’t just weighing base salary and title. They’re weighing what they’d walk away from: RSUs and performance units still vesting, some of them years out. A search firm that doesn’t know the size of that number is pitching blind.
Most content on “golden handcuffs” is written for the candidate, not the firm trying to move one. It explains the concept, then stops. Nobody shows the actual method for putting a real, dated dollar figure on a specific target’s unvested equity before the first outreach email goes out.
There’s a public source for it, and it’s free.
Where the number actually lives
Every public company’s DEF 14A proxy statement carries a table called “Outstanding Equity Awards at Fiscal Year-End.” It lists, executive by executive and grant by grant, exactly how many shares or units are still unvested as of the company’s last fiscal year end, and what they were worth at that day’s closing price.
The same primary-source discipline behind every comp read in a Market Map.
Start your free monthThat table exists because SEC rules require it (Item 402 of Regulation S-K), not because any company wants to publish it. It is the single most complete, checkable answer to “what does this person still have on the table” that exists anywhere, for any named executive officer at any public company.
A worked example: Compass, Inc.’s CFO
Compass, Inc.’s 2026 proxy statement, filed April 3, 2026, shows exactly this for Scott Wahlers, who became the company’s CFO in August 2025. Three separate 2025 equity awards, plus one older performance grant, were still unvested or unearned as of December 31, 2025.
| Award | Grant date | Vests through | Unvested/unearned value at FYE 2025 |
|---|---|---|---|
| PSU (performance) | 7/18/2023 | Aug. 2027 | $239,886 |
| Transition Award | 5/9/2025 | Dec. 2029, quarterly | $3,217,328 |
| PSU (performance) | 7/24/2025 | Aug. 2025 and 2027 | $749,635 |
| Promotion Award | 8/25/2025 | Aug. 2029, mostly quarterly | $3,068,799 |
| Total | $7,275,648 |
Source: Compass, Inc., DEF 14A filed April 3, 2026, "Outstanding Equity Awards at Fiscal Year-End 2025" table and accompanying footnotes. Values use the company's own December 31, 2025 closing price of $10.57 per share of Class A common stock.
That’s a real, filed number: roughly $7.3 million a search firm would need to account for, in some form, to make an approach credible to Compass’s own CFO. It isn’t a guess pulled from a salary site or a rule of thumb about “senior finance execs usually have a few years of equity outstanding.” It’s the company’s own disclosure.
The filing also names the mechanism behind that number, which matters as much as the total. The Transition Award vests in specific tranches every quarter through December 2029, not in one lump.
The Promotion Award vests mostly quarterly too, with a small first tranche already released in December 2025. A candidate eighteen months from a large vesting cliff is a very different conversation than one who just cleared it.
See the same read built on your own candidate's target company.
Start your free monthWhat this number is for, and what it isn’t
This is a sizing exercise, not a quote. Three things worth stating plainly before you use it in a pitch or a client conversation.
It’s dated the day the fiscal year ended, not today
Compass’s stock has likely moved since December 31, 2025. Reprice the unvested share count at a current price for a live conversation; the filing gives you the count, not a permanently fixed dollar figure.
It doesn’t tell you what a new employer needs to offer
A make-whole package is negotiated, usually sized against the forfeited value but rarely matched to it exactly, and often paid in a different instrument (cash and near-term equity instead of a multi-year unvested position). The filing tells you the size of the hole; it doesn’t fill it. Comparable companies’ own filings show what they actually paid to fill one, which is a realistic starting range for that conversation.
It’s a floor for named executive officers only, not every candidate
A DEF 14A only discloses pay for the CEO, CFO, and the next three highest-paid executive officers by SEC rule.
A VP two levels down at the same company has real unvested equity too, it’s just not individually disclosed. The same method still gives you a company-level read, typical vesting structure and refresh-grant cadence, rather than a named dollar figure for that specific person.
Why this matters before the first call, not after
A firm that opens a conversation without knowing the retention deterrent finds out the hard way, usually after weeks of courtship, when the candidate names a number that makes the whole search infeasible.
Sizing it first from the target’s own filing means that conversation happens on your terms, in the pitch to the client about what it will actually take to move this person, not as a surprise from the candidate three interviews in.
It’s the same first-meeting discipline as the sized pool and sourced comp range that win a mandate: arrive with the finding, don’t wait for the client to ask.
It’s the same discipline behind every comp read we build: a public company’s own filing is a fact, not an estimate, and the gap it leaves (private-company equity, a non-NEO’s unvested grants) gets labeled as exactly that, a gap, rather than papered over with a guess.
Once you know what a candidate would leave, the sized pool and comparable placements that build the rest of the pitch are the other half of the same evidence base a client actually weighs.
Start your free month: the comp read for your next mandate, including what a target candidate would forfeit to move, built on your own brief within 24 hours.
Sources
- Compass, Inc., DEF 14A proxy statement, filed April 3, 2026 ("Outstanding Equity Awards at Fiscal Year-End 2025" and "Grants of Plan-Based Awards in 2025" tables).
- U.S. Securities and Exchange Commission, EDGAR full-text filing search.
- U.S. Securities and Exchange Commission, Regulation S-K, Item 402 (executive compensation disclosure requirements).
Frequently asked questions
What are golden handcuffs in executive search?
The unvested equity value, RSUs, options, or performance units, a candidate would forfeit by leaving their current employer before it vests. For a candidate at a public company, that number isn't a guess: it's filed, dollar for dollar, in the company's own proxy statement.
How do you find a candidate's unvested equity from public filings?
Pull the target company's most recent DEF 14A from SEC EDGAR and go to the "Outstanding Equity Awards at Fiscal Year-End" table. It lists, by named executive officer and grant date, the number and market value of shares or units not yet vested, plus any performance-contingent units still unearned.
Can a proxy filing tell you the exact buyout a candidate needs to move?
No, and don't present it that way. The filing gives you the size of what's on the table as of the company's last fiscal year end. A real move usually means a negotiated make-whole package sized against that figure, not identical to it, and adjusted for how the stock has moved since the filing date.
Does this work for a candidate at a private company?
Not directly. Private companies don't file proxy statements, so there's no equivalent public disclosure of one executive's unvested equity. The signal for a private-company candidate is qualitative, tenure and the refresh-grant cadence typical for the company's stage, rather than a filed number.
