<You don't consider 600,000 or so shares and options a big personal stake? I would say he has the incentive to fight. I don't think he will, but not for that reason.>
i think if those 600K shares would have been purchased in the market with his own after-tax dollars instead of having been granted for free or acquired by exercising low-priced options, his incentive to "fight" might be greater.
on the other hand, by fighting he may perceive that he is potentially & unecessarily putting his "career" (& his salary, bonus, cheap options, etc.) at risk and he can reasonably argue that quietly accepting the additional hurdle is a reasonable approach...
imo, he is looking out for his own interests, which he would argue happen to coincide with the company's interests...though there are times when they clearly haven't.