Unity has put 880,000 units behind three share prices for its chief executive, and none of them pays anything unless the stock holds $50 for a month

Three numbers carry the whole filing: 50, 60 and 75.

Unity Software told the Securities and Exchange Commission on Wednesday afternoon that its compensation committee had granted Matthew Bromberg, the president and chief executive, a special award of 880,000 performance-based restricted stock units on 17 August. The units are split into three roughly equal tranches. Each one vests only when two separate conditions are met, and neither condition is the usual one.

The first is price. A tranche vests only if the volume-weighted average price of the stock on the New York Stock Exchange holds at or above its hurdle for 30 consecutive calendar days at some point in the five years to 17 August 2031. The hurdles are $50, $60 and $75.

The second is time in the chair. Bromberg has to remain in continuous service as chief executive through 17 August 2027 for the first tranche, 2028 for the second and 2029 for the third. Reaching a price early does not accelerate anything.

The size of it

The filing gives no share price, current or historical, so the only scale available is the award's own arithmetic. Each tranche is about 293,000 units. Valued at the hurdle each tranche has to clear, the three come to roughly $14.7m, $17.6m and $22m, or about $54m in total if every one of them vests at exactly the price that triggers it.

Unvested units are generally forfeited for nothing when the chief executive leaves. There are three exceptions and each is narrow: an involuntary termination without cause outside a change in control period, a resignation for good reason after a role change that leaves him no longer chief executive, and death or disability, which is the only case that keeps unhit hurdles alive at all, for six months.

What a sale would do

A change in control is where the structure shows its shape. The 30 day averaging requirement falls away and the per-share deal price is tested against the hurdles directly. A tranche whose hurdle the deal price clears keeps only the service condition. Where the price lands between two hurdles, the number of units that survive is worked out by straight line interpolation between them, and the rest are forfeited.

The company gave its reasons in a section of the filing it furnished rather than filed, which means it is not subject to the same liability as the rest. The committee says the award is meant to support retention and to keep the chief executive focused on long term value, and ties it to a strategy of folding the company's creation and monetization platforms into a single system driven by artificial intelligence and built on its runtime data. It says it weighed his existing awards, the progress made under him and the multi-year execution still to come, along with what other software companies of comparable scale pay to hold on to a chief executive.

The filing's own risk language is blunter than any of that. Among the things it lists as uncertain is the achievement of the stock price hurdles.