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Unity Software set price gates for CEO equity grant reaching $75 VWAP

Unity Software (NYSE: U) set three stock-price gates between CEO Matthew Bromberg and 880,000 performance-vesting restricted stock units, with the top bar at $75 per share on a 30-consecutive-calendar-day…

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NewsMV Markets Desk
3 min read
20 August 2026Markets desk
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Key takeaways

  • Unity Software's Compensation Committee approved an 880,000 performance-vesting restricted stock unit (PPSU) grant for CEO Matthew Bromberg on August 17, 2025, under the company's 2020 Equity Incentive Plan.
  • The grant splits roughly evenly into three tranches, each requiring both a stock-price hurdle and continued CEO service to vest, with a five-year performance window ending August 17, 2031.
  • The three price hurdles are $50, $60, and $75 VWAP, each measured as a 30-consecutive-calendar-day volume-weighted average price on the NYSE, with service deadlines of August 17, 2027, 2028, and 2029 respectively.
  • Any tranche that fails to satisfy both its price and service conditions within the performance window is forfeited for no consideration.
  • A change-in-control removes the 30-day VWAP requirement and instead uses the deal's per-share transaction price, applying linear interpolation when that price falls between two hurdles.

Unity Software (NYSE: U) set three stock-price gates between CEO Matthew Bromberg and 880,000 performance-vesting restricted stock units, with the top bar at $75 per share on a 30-consecutive-calendar-day volume-weighted average price test on the NYSE. The Compensation Committee approved the grant on August 17 under the company's 2020 Equity Incentive Plan, with a five-year performance window running through August 17, 2031.

The award, designated PPSUs in the filing, splits roughly evenly into three tranches. Each carries a price hurdle and a service deadline that Bromberg, who holds the titles of President and Chief Executive Officer, must clear simultaneously. The first tranche unlocks at a $50 VWAP hurdle, contingent on Bromberg remaining in the CEO seat through August 17, 2027. The second requires $60 VWAP and service through August 17, 2028. The third requires $75 VWAP and continuous tenure through August 17, 2029. Any tranche that does not satisfy both conditions within the performance window is forfeited for no consideration.

The board's three-tier structure means a sustained price run, not a single session's move, is the trigger. Each tranche demands the 30-day VWAP hold its threshold, removing a short-lived spike as a vesting catalyst.

Departure carve-outs

The filing specifies termination scenarios that modify the forfeit-on-exit default. If the company ends Bromberg's employment without cause outside a change-in-control window, any tranche whose price hurdle was cleared at termination will vest, provided he would have met the service requirement within 12 months of departure. A material reduction in his CEO role prompting a resignation for Good Reason receives the same treatment. Death or disability vests any tranche with a cleared hurdle immediately; tranches still below their threshold remain eligible for six months post-termination.

Change-in-control mechanics

A change-in-control during the performance window removes the 30-day VWAP requirement and substitutes the per-share transaction price in the deal. If that price falls between two hurdles, linear interpolation determines the number of PPSUs that qualify as Eligible Vesting units. Any tranche not clearing under that formula is cancelled at closing without consideration. A Qualified Termination Event in the three months before or 12 months after the transaction vests all Eligible Vesting PPSUs in full.

The full grant notice and award agreement are attached as Exhibit 10.1 to the August 17 Form 8-K.

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Frequently asked

What is the highest stock-price target in the grant?

The top hurdle is $75 per share, measured on a 30-consecutive-calendar-day volume-weighted average price (VWAP) test on the NYSE.

What happens if Bromberg is terminated without cause?

If terminated without cause outside a change-in-control window, any tranche whose price hurdle was already cleared will vest, provided he would have met the service requirement within 12 months of departure.

How does a change-in-control affect the vesting?

It removes the 30-day VWAP requirement and substitutes the deal's per-share transaction price, using linear interpolation if that price falls between two hurdles; a Qualified Termination Event three months before or 12 months after the transaction vests all Eligible Vesting PPSUs in full.

What happens to the units in the event of death or disability?

Death or disability immediately vests any tranche with a cleared price hurdle, while tranches still below their threshold remain eligible for six months post-termination.

Why is a single-day price spike not enough to trigger vesting?

Each tranche requires the 30-day VWAP to hold its threshold, so a sustained price run rather than a single session's move is needed to trigger vesting.