Agree. Same goes for CFO. The options, once they hit the vest date, are taxed as of that day meaning that they are counted as yr end income and therefore taxes due on diff between grant price and mkt price (I think the math is closely = 24.50-8.16 or $16.34 per share is reportable income). The optionee (directors/CFO) could sell some shares to pay the tax which is fine. But they didn't need to pay the entire amount now and they certainly didn't need to sell 100% of the shares, especially iof they think the shares would be worth more in coming months/year. Had they sold enough to cover taxes it would amount to roughly 40% of their shares (assume that to be their estimated tax rate of 40%). Selling 100% is a bad sign of little confidence.
The only other situation could be that there was some type of fight (take any guess - over recent 2ndary; direction of company; new fund ownership, etc). Too risky but could be an opportunity if it goes lower.
Not true. Options are taxed only when excercized, not when they vest. The could have waited until 2015 to sell and only then would they be taxed at ord income levels. If you were talking about restricted stock shares, you would be correct. Those are taxed when they vest. This is not what happened here. They have no excuse and should be tossed from the board. I will vote against all that sold.
Take a look at Catlin, for example. He sold 183,333 shares yet still has 224,125 shares based just on options vesting now. The other directors also sold about the same 45% of their option positions.
As you point out, that percentage is what they would have needed to sell to pay taxes.
Some could actually view this has a sign of confidence that these directors are retaining most of their shares (selling apparently to cover taxes), and that other directors and officers did not sell any shares into the other.