Cytodyn Inc (CYDY)

[Chuckles759]

I'm wondering if allowing directors and employees to take equity compensation consisting of stock shares in lieu of salary allows those directors and employees to acquire shares even if they are in possession of material nonpublic corporate information which would normally prevent them from purchasing shares....but this is just my opinion....

The crux of the matter is how/what these CytoDyn persons are receiving these shares. It explicitly says on the Form 4:

( 1 )Represents awards of fully vested shares under the issuer's 2012 Equity Incentive Plan approved by its Compensation Committee of the Board of Directors with a value on the respective date of grant equal to reduction in reporting person's cash salary.

Now take a look at the CytoDyn "2012 Equity Incentive Plan" document here:
https://www.sec.gov/Archives/edgar/data/1175680/000119312518094159/d554928dex101.htm

I find that this statement solves part of the "how" question in Article 5 "AWARDS":

In the discretion of the Committee, any Award may be granted alone, in addition to, or in tandem with other Awards under the Plan.
5.2 General. Subject to the limitations of the Plan, the Committee may cause the Corporation to grant Awards to such Participants, at such times, of such types, in such amounts, for such periods, with such option prices, purchase prices, or base prices, and subject to such terms, conditions, limitations, and restrictions as the Committee, in its discretion, deems appropriate. Awards may be granted as additional compensation to a Participant or in lieu of other compensation to such Participant. A Participant may receive more than one Award and more than one type of Award under the Plan.

No issues there - case closed on "how" they're given shares in lieu of salary compensation.

Move on to Article 9 "OTHER STOCK-BASED AND COMBINATION AWARDS". In my opinion, the "what" part is that these shares are being awarded in the same method that NP got so many shares.....which are allowed under Article 5 (remember the "in lieu of other compensation"?).

9.1 Other Stock-Based Awards. The Committee may grant other Awards under the Plan pursuant to which Shares are or may in the future be acquired, or Awards denominated in or measured by Share equivalent units, including Awards valued using measures other than the market value of Shares. Other Stock-Based Awards are not restricted to any specific form or structure and may include, without limitation, Share purchase warrants, other rights to acquire Shares, and securities convertible into or redeemable for Shares. Such Other Stock-Based Awards may be granted either alone, in addition to, or in tandem with, any other type of Award granted under the Plan.
9.2 Combination Awards. The Committee may also grant Awards under the Plan in tandem or combination with other Awards or in exchange of Awards, or in tandem or combination with, or as alternatives to, grants or rights under any other employee plan of the Corporation, including the plan of any acquired entity. No action authorized by this section will reduce the amount of any existing benefits or change the terms and conditions thereof without the Participant’s consent.

This is considered to be "Equity-Based Compensation" by the IRS - which is pretty common practice in industry. Since the CytoDyn persons' Form 4 documents specifically outline these shares are issued under the 2012 Equity Incentive Plan then they could be any form of shares disbursed under The Plan without having to be explicitly deemed "Restricted Shares", or "Restricted Units", or etc. That will be potentially explained further in 10Q/K, 11-K, or other relevant filings.

I'm willing to wait and see.

p.s. Everyone can read how the IRS loves to audit "Equity Based Compensation" here:
https://www.irs.gov/businesses/corporations/equity-stock-based-compensation-audit-techniques-guide

p.s.s. Maybe this Dilbert cartoon explains the "$0.00" value on the Form 4....