Yext, Inc. reported on October 11, 2026, that its board of directors approved a nonstatutory stock option award for Chief Executive Officer Michael Walrath. The option grants the right to purchase 11,000,000 shares of the Company’s common stock at an exercise price of $7.00 per share, which represents a premium to the stock's closing price of $6.93 on October 9, 2026.
The award is structured as a performance-based incentive with no vesting based solely on time. The 11 million shares are divided into 14 tranches, each tied to specific stock price targets. The first tranche of 750,000 shares becomes eligible if the stock price reaches $21.00 within five years of the grant date. Subsequent tranches require the stock to reach higher price targets, with the final tranche of 500,000 shares requiring a price of $88.08 within ten years.
Target prices are considered achieved only if the average closing price equals or exceeds the target for 180 consecutive days, followed by a 30-day confirmation period. If a target is met, the corresponding shares become exercisable, though they remain subject to a retention requirement. Earned shares in the first eight tranches are released in three equal installments on the first three anniversaries of the achievement date, while shares in the final six tranches are released every six months following achievement.
The option is intended to be the sole equity compensation for Mr. Walrath for the ten years following the grant. However, the agreement stipulates that any additional equity grants during this period would require stock price hurdles exceeding the highest target price under this award. Furthermore, the option is subject to stockholder approval within twelve months of the grant date; if approval is not obtained, the option will be forfeited in its entirety.
