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Get filing alertsUL Solutions grants CEO Jennifer Scanlon $20M performance award tied to 50-100% stock gains
Filed June 3, 2026 · Period ending June 1, 2026 · ~1 min read
Key Changes
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CEO receives 200,120 performance share units valued at $20M, vesting over 5 years based on stock price reaching $135.81-$181.08 (50-100% gains from $90.54 baseline) or achieving 55th percentile TSR vs S&P 500.
Item 5.02 verify on EDGAR → -
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Award requires stock price to hit at least $135.81 by June 2031 to earn any payout (50% of award), with full payout at $181.08. Below $135.81, zero PSUs vest regardless of service.
8-K: Stock Price Metric verify on EDGAR → -
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Alternative metric allows up to 60% payout if company TSR ranks at/above 55th percentile of S&P 500 over five years, providing relative performance benchmark if absolute stock targets aren't met.
8-K: Relative TSR Metric verify on EDGAR → -
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Service vesting occurs in tranches: 30% after 3 years, 30% after 4 years, 40% after 5 years. CEO must remain employed through each date; early retirement forfeits unvested portions.
8-K: Service Vesting verify on EDGAR → -
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Change-of-control provisions accelerate vesting if PSUs not assumed by acquirer, or if CEO terminated without cause within 24 months post-acquisition.
8-K: Change in Control verify on EDGAR →
Summary
UL Solutions disclosed a substantial retention and performance incentive for CEO Jennifer Scanlon: a one-time grant of 200,120 performance share units worth $20 million at current prices. The award is explicitly designed to lock in leadership for the company's next growth phase, with aggressive stock price targets that require 50-100% appreciation over the next five years.
Scanlon earns nothing unless shares reach $135.81 (a 50% gain from the $90.54 baseline), and maximum payout requires hitting $181.08 (100% gain). An alternative relative performance metric allows partial payout if UL Solutions outperforms 55% of S&P 500 companies on total shareholder return.
For retail investors, this signals the board's confidence in multi-year growth potential but also highlights retention concerns—$20M awards typically address competitive threats or succession risk. The structure aligns CEO interests with shareholders through demanding performance hurdles, but the five-year timeline and staggered vesting mean Scanlon's incentives are locked to long-term results. Watch for quarterly progress toward the $135.81 threshold starting in late 2028, and any commentary on strategic initiatives tied to achieving these targets.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
If the Company’s stock price increases to at least $135.81 at any time from December 1, 2028 through June 1, 2031 (the “Stock Price Metric Performance Period”), 50% to 100% of the PSUs are eligible to be earned (subject to service vesting). A 100% payout will be earned if the Company’s stock price increases to at least $181.08, subject to linear interpolation for achievement between $135.81 and $181.08. No PSUs are earned for stock price appreciation below $135.81, and payout is capped at 100% of the PSUs granted. Stock price appreciation is measured by comparing the highest 60-trading day average closing price during the Stock Price Metric Performance Period to $90.54, which is the 60-trading day average closing price immediately preceding the Grant Date, as adjusted for dividends.
The PSUs can be earned based on stock price appreciation from a baseline of $90.54. If the 60-day average stock price reaches $135.81 (50% increase), 50% of PSUs are earned; at $181.08 (100% increase), 100% are earned, with linear interpolation between these thresholds. This metric is measured from December 2028 through June 2031.
Added in current filing · verify on EDGAR →
if the Company’s TSR is at or above the 55th percentile of the TSR of S&P 500 index companies from the Grant Date through June 1, 2031 (the “Relative TSR Metric Performance Period,” and together with the Stock Price Metric Performance Period, the “Performance Period”), 60% of the PSUs are eligible to be earned (subject to service vesting), inclusive of PSUs earned under the stock price metric, if any. TSR is measured as the cumulative change in stock price plus aggregate dividends during the Relative TSR Metric Performance Period, using the 60-trading day average closing price immediately preceding the Grant Date ($90.54 for the Company), and the average closing price during the last 60-trading days of the Relative TSR Performance Period.
As an alternative performance metric, if the company's total shareholder return ranks at or above the 55th percentile of S&P 500 companies over the five-year period ending June 2031, up to 60% of the PSUs can be earned (inclusive of any earned under the stock price metric). This provides a relative performance benchmark against peer companies.
Added in current filing · verify on EDGAR →
Upon a change in control if the PSUs are not assumed (as defined in the 2024 LTIP), then, so long as Ms. Scanlon is continuously employed through the date of such change in control, the PSUs will fully vest on such date. If the PSUs are assumed upon a change in control, then the PSUs will be converted to restricted stock units (“RSUs”), assuming achievement at target, and continue to vest in accordance with the continued service vesting condition. If Ms. Scanlon is terminated without cause or resigns for good reason (as defined in the Agreement) within 24 months after the change in control, all unvested RSUs fully vest.
If the company is acquired and the PSUs are not assumed by the acquirer, they fully vest immediately. If assumed, they convert to RSUs at target achievement and continue vesting on schedule, but accelerate fully if Ms. Scanlon is terminated without cause or resigns for good reason within 24 months post-acquisition.
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