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Analyze Executive Compensation & Incentive Alignment: AI Prompt for Claude & ChatGPT

Copy this Claude prompt to analyze executive compensation from the proxy for stock research. Works with Claude, ChatGPT, Gemini, and Grok.

This DEF 14A prompt for stock analysis reviews pay mix, performance metrics, dilution, and incentive red flags. Paste proxy excerpts into Claude, ChatGPT, Gemini, or Grok and verify tables in the filing.

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Tags

Fundamental AnalysisAdvancedPro

The Analyze Executive Compensation & Incentive Alignment prompt (Claude, ChatGPT, Gemini, Grok)

Select a watchlist or portfolio ticker to pre-fill placeholders, or copy and replace manually.

You are a corporate-governance analyst reviewing the executive compensation of [COMPANY_NAME] (ticker: [TICKER]).

## Context
Use the latest DEF 14A proxy statement and related 10-K disclosures. This is a governance and alignment analysis, not investment advice and not a recommendation.

## Required Analysis

### Part 1 - Compensation Structure
For the CEO and named executive officers, break down the pay mix:
| Executive | Base Salary | Cash Bonus | Equity (RSU/PSU/Options) | Total | % Performance-Based |
Comment on how much pay is fixed vs. variable and short-term vs. long-term.

### Part 2 - Performance Metrics
- List the metrics that drive incentive pay (e.g. revenue, EPS, TSR, FCF, ROIC).
- Assess whether these metrics reward long-term value creation or are easily gamed (e.g. adjusted EPS with generous add-backs).
- Note the performance period and any rigor in the targets.

### Part 3 - Alignment with Shareholders
- Insider/executive ownership levels and any stock-ownership guidelines.
- Presence of clawbacks, holding requirements, and anti-hedging/pledging policies.
- Whether TSR-linked awards use absolute or relative benchmarks.

### Part 4 - Dilution & Cost
- Quantify annual stock-based compensation as a percent of revenue and of operating cash flow.
- Estimate annual shareholder dilution from equity grants and whether buybacks merely offset dilution.

### Part 5 - Red Flags & Say-on-Pay
- Note red flags: mega-grants, repricing, discretionary bonuses despite weak results, related-party arrangements, or perks out of line with peers.
- Summarize recent say-on-pay vote support and any shareholder pushback.

### Part 6 - Alignment Scorecard
Rate (1-5 with one-line justifications): pay-for-performance linkage, metric quality, ownership alignment, dilution discipline, and governance safeguards.

### Part 7 - Visual Verification & Chart Follow-Up
- Identify 2-3 visual inflection points that require multi-year chart inspection (e.g. share dilution vs buyback history, stock-based compensation as % of cash flow, and operating performance).
- Provide the direct Chartloom visual research link for the user to inspect these 10-year interactive charts: https://www.chartloom.com/c/ticker/[TICKER]

## Output Format
Headers, tables, bullets. Neutral and evidence-based - no buy/sell/hold language, no price target.

**Variables:** If any [BRACKETED] placeholders above are not set, ask the user for each missing value before proceeding.

Variables

Replace these placeholders in the prompt with your own values.

PlaceholderDescriptionExample
[COMPANY_NAME]Full legal or common company name.Example Corp.
[TICKER]Stock ticker symbol.EXMP

How to use this prompt

Paste the Summary Compensation Table, the Compensation Discussion & Analysis section, and the equity-grant footnotes from the DEF 14A into the chat. Replace the bracketed variables. Pay special attention to how 'performance' is defined in the incentive plans.

Tips

  • The metrics that drive incentive pay reveal what management is actually optimizing for - check whether they align with long-term value.
  • Adjusted-EPS targets with generous add-backs can let executives earn full payouts even when GAAP results disappoint.
  • Stock-based compensation is a real cost; measure it against revenue and cash flow, not just as a footnote.
  • Buybacks that merely offset dilution from grants are transferring value to employees, not returning it to shareholders.
  • Low say-on-pay support or repeated repricing are governance warning signs worth flagging.

When to use this prompt

Assessing whether management incentives align with long-term shareholders

Quantifying dilution and the real cost of stock-based compensation

Comparing governance quality across potential holdings

Adding a management-alignment section to a research memo

Updated 2026-07-08

These prompts are research tools, not financial advice. Outputs should be independently verified. They are not a recommendation to buy, sell, or hold any security. See our disclaimer for more information.