We are all positive now :), page-48

I think you might be missing the significance of the shares. US tax law makes the grant of stock effectively the same as income in the tax year the shares are acquired. For example, if he is granted 5% when the SP is 20c then his tax bill for that year will be 4x the size than if the SP was 5c. It really is in his personal interest to drive down the SP just before the grant is triggered (i.e. just after the CR).

Having said lots of CEO's are honourable and do what is best for the shareholders not just themselves, but it is a very bad idea for a board to agree to contract like Grillo has. The last thing you want to do is create an incentive for the CEO to do things that are in his personal interest that are against the interests of the shareholders.

Really the contract should have been for a fix amount of money with a bonus if the SP was above some level. But given the level of competency shown by the AXP board to date why should we be surprised by this.