(State of incorporation) |
(I.R.S. Employer Identification No.) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
☒ |
Accelerated filer |
☐ | ||||
Non-accelerated filer |
☐ |
Smaller reporting company |
||||
Emerging growth company |
Page |
||||||
3 |
||||||
8 |
||||||
51 |
||||||
54 |
||||||
58 |
||||||
60 |
||||||
70 |
ITEM 10. |
Directors, Executive Officers, and Corporate Governance |
NAME |
AGE |
COMMITTEES | ||||
Anthony Rodio |
61 |
None | ||||
Thomas Benninger |
62 |
Audit, Strategy & Finance, Transaction | ||||
Juliana Chugg |
52 |
Compensation & Management Development, Governance & Corporate Responsibility | ||||
Denise Clark |
62 |
Audit, Compensation & Management Development (Chair) | ||||
Keith Cozza |
41 |
Governance & Corporate Responsibility, Strategy & Finance, Transaction | ||||
John Dionne |
56 |
Audit (Chair) | ||||
James Hunt |
64 |
Chairman of the Board | ||||
Jan Jones Blackhurst |
71 |
None | ||||
Don Kornstein |
68 |
Governance & Corporate Responsibility, Strategy & Finance (Chair), Transaction (Chair) | ||||
Courtney Mather |
43 |
Compensation & Management Development, Strategy & Finance, Transaction | ||||
James Nelson |
70 |
Audit |
NAME |
AGE |
POSITION | ||||
Richard D. Broome |
61 |
Executive Vice President, Communications and Government Relations | ||||
Michelle Bushore |
52 |
Executive Vice President, General Counsel, Chief Legal & Risk Officer, and Corporate Secretary | ||||
Monica Digilio |
57 |
Executive Vice President and Chief Human Resources Officer | ||||
Eric Hession |
45 |
Executive Vice President and Chief Financial Officer | ||||
Christopher Holdren |
50 |
Executive Vice President and Chief Marketing Officer | ||||
Thomas Jenkin |
65 |
Global President of Destination Markets | ||||
Christian Stuart |
41 |
Executive Vice President, Gaming and Interactive Entertainment |
ITEM 11. |
Executive Compensation |
Anthony Rodio (1) |
Chief Executive Officer | |
Mark Frissora (2) |
Former President and Chief Executive Officer | |
Eric Hession |
Executive Vice President and Chief Financial Officer | |
Thomas Jenkin |
Global President of Destination Markets | |
Christopher Holdren |
Executive Vice President and Chief Marketing Officer | |
Monica Digilio |
Executive Vice President and Chief Human Resources Officer | |
Timothy Donovan (3) |
Former Executive Vice President, General Counsel, and Chief Legal, Risk and Security Officer | |
Les Ottolenghi (4) |
Former Executive Vice President and Chief Information Officer |
(1) |
Mr. Rodio joined the Company effective on May 6, 2019, as discussed in greater detail in “-Discussion of the Summary Compensation Table.” |
(2) |
The Company and Mr. Frissora entered into a separation agreement, dated November 1, 2018 and amended on December 21, 2018, as discussed in greater detail in “-Discussion of the Summary Compensation Table,” pursuant to which Mr. Frissora’s employment terminated as of April 30, 2019. |
(3) |
Mr. Donovan’s employment terminated as of June 6, 2019, as discussed in greater detail in “-Discussion of the Summary Compensation Table.” In connection with his resignation, Mr. Donovan provided a general release of claims against the Company and we entered into a consulting agreement with him. |
(4) |
The Company and Mr. Ottolenghi entered into a separation agreement, dated November 15, 2019, as discussed in greater detail in “-Discussion of the Summary Compensation Table,” pursuant to which Mr. Ottolenghi’s employment terminated effective November 15, 2019. |
• | Introduced free cash flow as a financial performance metric of our 2019 Bonus Plan to supplement Adjusted EBITDA and customer satisfaction score in rewarding named executive officers for a combination of not only profitability and customer experience, but also cash flow management. |
• | Included Adjusted EBITDA as a performance metric in the 2018 performance stock units and Adjusted EBITDAR in the 2019 performance stock units as well as introduced performance stock units based on relative stockholder return (“rTSR”) in 2019, with payouts to be determined based on our three-year total shareholder return in relation to that of the S&P 500 index, to further align named executive officers’ long-term compensation with shareholder interests. |
• | Made 50% of our named executive officers’ equity grants performance based, substantially increasing the proportion of total compensation that is at risk. |
• | Our new Chief Executive Officer is compensated at a significantly lower rate than his predecessor. |
1 |
We added rTSR as a metric to our long-term incentive (“LTI”) program, to further enhance alignment with stockholder interests |
3 |
We introduced a new deferred compensation plan, the Executive Supplemental Savings Plan III, as a means for named executive officers to defer receipt and taxation of a portion of current compensation | |||||||
| ||||||||||
2 |
We granted cash retention bonuses to key executives to minimize disruption and encourage the continued availability of top talent through the completion of pending merger activity |
• | In August 2018, the Compensation Committee approved increases in base salaries for Messrs. Hession, Jenkin, Holdren, and Ottolenghi, effective January 1, 2019, which ranged from 2.5% to 10.8%. |
• | In December 2018, the Compensation Committee determined that free cash flow should supplement Adjusted EBITDA and customer satisfaction score for the 2019 Bonus Plan, to reward the named executive officers for a combination of profitability, customer experience and cash flow management. |
• | In January 2019, the Compensation Committee approved vesting of the first-year tranche of 2018 Performance Share Units (“PSUs”) at 95% of target, given that the 2018 Adjusted EBITDA result was at 99.5% of the target goal. |
• | In January 2019, the Compensation Committee approved the vesting of 150,000 non-qualified performance-based stock options that had been granted to Mr. Frissora in February 2015, for which performance criteria as outlined in the award agreement had been achieved. |
• | In March 2019, the Compensation Committee approved an annual LTI grant to our named executive officers that placed 50% weighting on PSUs tied to Adjusted EBITDAR performance goals and rTSR and 50% weighting on time-vesting Restricted Stock Units (“RSUs”). |
• | In January 2020, annual cash bonuses were determined at 95% of target based on 2019 results for the performance criteria, including Adjusted EBITDA, free cash flow, overall customer service and enterprise Net Promoter Score with an additional 5% adjustment to reflect employees’ efforts with respect to and to continue to incentivize employees to close the Merger with ERI. |
EARNED BASE SALARY ($) |
ANNUAL CASH BONUS AWARD (AT TARGET) ($) |
PERFORMANCE- BASED STOCK UNIT AWARD (ADJUSTED EBITDAR) (2019-2021) (AT TARGET) ($) |
PERFORMANCE- BASED STOCK UNIT AWARD (rTSR) (2019-2021) (AT TARGET) ($) |
FAIR VALUE OF TIME-VESTED RESTRICTED STOCK UNITS GRANTED ($) |
||||||||||||||
Mr. Rodio |
946,154 |
1,972,602 |
— |
— |
— |
|||||||||||||
Mr. Frissora |
715,385 |
1,430,769 (1) |
1,750,004 |
1,750,000 |
3,500,000 |
|||||||||||||
Mr. Hession |
812,596 |
812,596 |
407,506 |
407,507 |
815,003 |
|||||||||||||
Mr. Jenkin |
1,291,317 |
968,488 |
484,607 |
484,613 |
969,205 |
|||||||||||||
Mr. Holdren |
691,365 |
518,524 |
302,699 |
302,703 |
605,397 |
|||||||||||||
Ms. Digilio |
590,000 |
442,500 |
225,005 |
225,003 |
450,002 |
|||||||||||||
Mr. Donovan |
392,308 |
294,231 (2) |
325,005 |
325,008 |
650,001 |
|||||||||||||
Mr. Ottolenghi |
561,179 |
420,885 (2) |
271,308 |
271,305 |
542,616 |
(1) |
Per Mr. Frissora’s separation agreement entered into in connection with his resignation, Mr. Frissora’s 2019 annual cash bonus award was prorated based on his actual base earnings in 2019 while Mr. Frissora was employed by the Company. |
(2) |
Target award values for Messrs. Donovan and Ottolenghi have also been prorated based on their actual base salary earnings in 2019 for the time that each executive was employed by the Company. |
• | aligning our incentive compensation strategy with business objectives, including enhancing stockholder value and customer satisfaction; |
• | supporting a culture of strong performance and accountability by rewarding employees for results; |
• | attracting, retaining and motivating talented and experienced executives; and |
• | fostering a shared commitment among our senior executives by aligning company and individual goals. |
WHAT WE DO ✓ Pay for Performance: at-risk incentive-based compensation representing approximately 75% of the target compensation awarded to our named executive officers as a group for 2019.✓ Challenging Threshold Performance Goals and Limits on Payouts: ✓ Competitive Pay for Market: ✓ Advisory Say-on-Pay Vote: say-on-pay vote annually in order to obtain more timely feedback on our compensation philosophy and implementation decisions.✓ Robust Stock Ownership Guidelines: ✓ Insider Trading and Anti-Hedging Policies: ✓ Annual Pay Evaluations: ✓ Clawback Policy: |
WHAT WE DON’T DO Ñ No Guaranteed Bonuses: Ñ No Automatic Salary Increases or Incentive Grants: Ñ No Excise Tax Gross-ups: gross-ups for any officer (other than related to relocation benefits).Ñ No Single-Trigger Change in Control Severance: Ñ No Excess Executive Perquisites: |
• | Chief Executive Officer Compensation: |
• | Other Senior Executive Officer Compensation: |
• | Director Compensation: non-employee directors, which included a review of our practices against peers both within and outside the gaming and hospitality industry. |
• | Executive Compensation Plans: |
• | Equity Compensation Plans: |
• | Willis Towers Watson served as the Compensation Committee’s advisor in 2019 and provided advice and market-practice information on a variety of topics, including executive pay-level benchmarking, incentive design considerations, non-employee director compensation, govern and transaction-related pay considerations. |
• | Mercer Investment Consulting was retained by the Executive Deferred Compensation Plan Investment Committee to advise this committee on investment management performance, monitoring, investment policy development and investment manager searches relating to our executive deferred compensation plans. |
• | Salaries are linked to competitive factors and internal equity, and can be (but are not required to be) increased as a result of successful job performance. |
• | Our annual bonus programs are competitively based and provide incentive compensation based on our financial performance and customer service scores. |
• | Long-term incentives are tied to our financial performance and enhancing stockholder value. |
SHORT-TERM |
LONG-TERM | |
Fixed and Variable Pay |
Fixed and Variable Pay | |
Base salary |
Long-term cash incentive awards | |
Senior Executive Incentive Plan (employing the goals under the Bonus Plan) |
RSUs PSUs |
Boyd Gaming Corporation Darden Restaurants, Inc. Norwegian Cruise Lines Holdings, Inc. Hilton Worldwide Holdings, Inc. |
Las Vegas Sands Corporation Live Nation Entertainment, Inc. MGM Resorts International Marriott International, Inc. |
Royal Caribbean Cruises Ltd. Viacom, Inc. Wyndham Worldwide Corporation Wynn Resorts, Limited |
• | Merit: |
• | Market: |
• | Promotional: |
• | Additional Responsibilities: |
• | Retention: |
NAME |
2018 ANNUAL SALARY ($) |
2019 ANNUAL SALARY ($) |
% CHANGE |
|||||||||
Anthony Rodio |
— |
1,500,000 |
— |
% | ||||||||
Mark Frissora |
2,000,000 |
2,000,000 |
— |
% | ||||||||
Eric Hession (1) |
735,438 |
815,000 |
10.8 |
% | ||||||||
Thomas Jenkin (2) |
1,260,750 |
1,292,269 |
2.5 |
% | ||||||||
Christopher Holdren (3) |
675,000 |
691,875 |
2.5 |
% | ||||||||
Monica Digilio (4) |
590,000 |
590,000 |
— |
% | ||||||||
Timothy Donovan |
850,000 |
850,000 |
— |
% | ||||||||
Les Ottolenghi |
563,750 |
620,125 |
10 |
% |
(1) |
Mr. Hession’s base salary was increased to $839,450 effective as of January 1, 2020. |
(2) |
Mr. Jenkin’s base salary was increased to $1,318,114 effective as of January 1, 2020. |
(3) |
Mr. Holdren’s base salary was increased to $712,631 effective as of January 1, 2020. |
(4) |
Ms. Digilio’s base salary was increased to $607,700 effective as of January 1, 2020. |
Threshold |
Target |
Maximum |
Actual | |||||||||||
Adjusted EBITDA (70% Weighting) |
$2,070M |
$2,435M |
$2,800M |
$2,416.5M (Below Target = 67 points) | ||||||||||
Free Cash Flow (10% Weighting) |
$1,614M |
$1,774M |
$1,951M |
$1,739M (Below Target = 8 points) | ||||||||||
Customer Satisfaction - Overall Service (10% Weighting) |
—% |
1% |
N/A |
2.94% (Above Target = 10 points) | ||||||||||
Customer Satisfaction - Net Promoter Score (10% Weighting) |
0.5% |
1.5% |
N/A |
4.49% (Above Target = 10 points) | ||||||||||
Plan Payout |
25% |
100% |
200% |
95 points + 5 points adjustment |
NAME |
TARGET (% OF SALARY) |
TARGET AWARD ($ VALUE) (1) |
ACTUAL AWARD ($ VALUE) |
|||||||||
Anthony Rodio |
200 |
% | 1,972,602 |
1,972,602 |
||||||||
Mark Frissora |
200 |
% | 1,430,769 |
1,359,231 |
||||||||
Eric Hession |
100 |
% | 812,596 |
902,596 |
||||||||
Thomas Jenkin |
75 |
% | 968,488 |
968,488 |
||||||||
Christopher Holdren |
75 |
% | 518,524 |
608,524 |
||||||||
Monica Digilio |
75 |
% | 442,500 |
530,500 |
||||||||
Timothy Donovan |
75 |
% | 294,231 |
294,231 |
||||||||
Les Ottolenghi |
75 |
% | 420,885 |
399,840 |
(1) Target award values are based on actual base salary earnings in 2019 that each executive earned while employed by the Company. |
PERFORMANCE- BASED STOCK UNIT AWARD (ADJUSTED EBITDAR) (2019-2021) (AT TARGET) ($) |
PERFORMANCE- BASED STOCK UNIT AWARD (rTSR) (2019-2021) (AT TARGET) ($) |
FAIR VALUE OF TIME-VESTED RESTRICTED STOCK UNITS GRANTED ($) |
||||||||||
Mr. Rodio |
— |
— |
— |
|||||||||
Mr. Frissora |
1,750,004 |
1,750,000 |
3,500,000 |
|||||||||
Mr. Hession |
407,506 |
407,507 |
815,003 |
|||||||||
Mr. Jenkin |
484,607 |
484,613 |
969,205 |
|||||||||
Mr. Holdren |
302,699 |
302,703 |
605,397 |
|||||||||
Ms. Digilio |
225,005 |
225,003 |
450,002 |
|||||||||
Mr. Donovan |
325,005 |
325,008 |
650,001 |
|||||||||
Mr. Ottolenghi |
271,308 |
271,305 |
542,616 |
PERFORMANCE- BASED STOCK UNIT AWARD (2018 - Tranche 1) (#) |
||||
Mr. Rodio |
— |
|||
Mr. Frissora |
102,624 |
|||
Mr. Hession |
20,525 |
|||
Mr. Jenkin |
27,855 |
|||
Mr. Holdren |
14,844 |
|||
Ms. Digilio |
— |
|||
Mr. Donovan |
19,059 |
|||
Mr. Ottolenghi |
14,661 |
NAMED EXECUTIVE OFFICER OR DIRECTOR |
OWNERSHIP GUIDELINE |
|||
Chief Executive Officer |
6X Base Salary |
|||
Other Named Executive Officers |
5X Base Salary |
|||
Non-employee Directors |
5X Annual Fee Retainer |
(A) NAME AND PRINCIPAL POSITION |
(B) YEAR |
(C) SALARY ($) |
(D) BONUS (1) ($) |
(E) STOCK AWARDS (2) ($) |
(F) OPTION AWARDS (2) ($) |
(G) NON-EQUITY INCENTIVE PLAN COMPENSATION (3) ($) |
(H) CHANGE IN PENSION VALUE AND NONQUALIFIED- DEFERRED COMPENSATION EARNINGS ($) |
(I) ALL OTHER COMPENSATION (4) ($) |
(J) TOTAL ($) |
|||||||||||||||||||||||||||||||||||
Anthony Rodio Chief Executive Officer |
2019 |
946,154 |
250,000 |
— |
— |
1,972,602 |
— |
32,476 |
3,201,232 |
|||||||||||||||||||||||||||||||||||
Mark Frissora |
2019 |
715,385 |
2,330,000 |
2,871,680 |
(5) |
— |
1,359,231 |
— |
11,669,577 |
18,945,873 |
||||||||||||||||||||||||||||||||||
Former President |
2018 |
2,000,000 |
2,330,000 |
4,666,680 |
1,111,786 |
(12) |
3,840,000 |
— |
332,729 |
14,281,195 |
||||||||||||||||||||||||||||||||||
and Chief Executive Officer |
2017 |
2,000,000 |
330,000 |
16,500,006 |
400,000 |
4,494,000 |
— |
224,187 |
23,948,193 |
|||||||||||||||||||||||||||||||||||
Eric Hession |
2019 |
812,596 |
634,373 |
1,549,115 |
(6) |
— |
902,596 |
— |
35,398 |
3,934,078 |
||||||||||||||||||||||||||||||||||
Executive Vice President, Chief Financial Officer |
2018 2017 |
735,438 721,541 |
942,706 96,248 |
933,336 3,329,651 |
— 27,025 |
610,000 779,037 |
— — |
28,132 23,994 |
3,249,612 4,977,496 |
|||||||||||||||||||||||||||||||||||
Thomas Jenkin |
2019 |
1,291,317 |
1,087,499 |
1,874,258 |
(7) |
— |
968,488 |
536,268 |
33,551 |
5,791,381 |
||||||||||||||||||||||||||||||||||
Global President of Destination Markets |
2018 2017 |
1,260,750 1,236,927 |
1,454,166 164,999 |
1,266,667 5,073,754 |
— 131,260 |
927,740 1,091,897 |
427,373 370,020 |
29,842 27,438 |
5,366,538 8,096,295 |
|||||||||||||||||||||||||||||||||||
Christopher Holdren Executive Vice President and Chief Marketing Officer |
2019 |
691,365 |
100,000 |
1,146,966 |
(8) |
— |
608,524 |
— |
33,369 |
2,580,224 |
||||||||||||||||||||||||||||||||||
Monica Digilio Executive Vice President and Chief Human Resources Officer |
2019 |
590,000 |
67,500 |
750,007 |
(9) |
— |
530,500 |
— |
32,045 |
1,970,052 |
||||||||||||||||||||||||||||||||||
Timothy Donovan |
2019 |
392,308 |
634,373 |
1,260,491 |
(10) |
— |
294,231 |
— |
2,642,447 |
5,223,850 |
||||||||||||||||||||||||||||||||||
Former Executive Vice President, General Counsel and Chief Legal, Risk and Security Officer |
2018 2017 |
838,041 721,541 |
1,338,669 96,248 |
866,679 2,959,693 |
— 75,757 |
610,000 579,037 |
— — |
31,946 24,135 |
3,685,335 4,456,411 |
|||||||||||||||||||||||||||||||||||
Les Ottolenghi |
2019 |
561,179 |
488,125 |
1,655,363 |
(11) |
— |
399,840 |
— |
2,088,162 |
5,192,669 |
||||||||||||||||||||||||||||||||||
Former Executive Vice President & Chief Information Officer |
2018 |
563,750 |
621,458 |
666,674 |
— |
355,015 |
— |
30,115 |
2,237,012 |
(1) |
For 2019, reflects the cash portion of the 2017 Annual Grant Award under the 2012 PIP that vested on March 10, 2019 and the 2016 Annual Grant Award, a service-vesting award, under the 2012 PIP that vested on March 23, 2019 for Messrs. Frissora, Hession, Jenkin, Donovan, and Ottolenghi. For 2019, also reflects a sign-on bonus awarded to Mr. Rodio as outlined in his employment agreement. The bonuses in this column are separate from the bonuses under column (G) for Non-Equity Incentive Plan Compensation. |
(2) |
Amounts in these columns reflect the grant date fair value of stock awards and option awards granted during the applicable year and were determined as required by Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the |
calculations of these amounts are set forth in Note 16 to the consolidated financial statements included in our 2019 Annual Report. With respect to fiscal 2019, the PSUs granted to our named executive officers represents the aggregate grant date fair value of the 2019 rTSR PSUs, the first tranche of the 2019 Adjusted EBITDAR PSUs and the second tranche of the 2018 Adjusted EBITDA PSUs. The 2018 Adjusted EBITDA PSUs and 2019 Adjusted EBITDAR PSUs are valued using the closing price of our common stock on the April 2, 2019 and March 28, 2019, respectively, with the PSU being valued at target. The grant date fair value of the 2019 rTSR PSUs is based on a Monte Carlo valuation model, which determines potential award-payout results by simulating future stock prices of Caesars and constituent companies of the S&P 500 index. Monte Carlo modeling assumptions included: stock price volatility (based on three-year historical volatility of daily stock prices) of 46.0% for Caesars and an average of 25.0% for the S&P 500 index; stock price correlation coefficient between Caesars and the S&P 500 index (based on three-year historical daily stock price changes) of 25.6%; risk-free interest rate of 2.18%; and starting TSR (for the 30-day period immediately preceding the beginning of the performance period) of 23.2% for Caesars and 11.1% for the S&P 500 index. The fair value of 2019 rTSR PSUs was determined to be $12.63, or 145.0% of the grant-date stock price of $8.71. The actual vesting of the PSUs will be between zero and 200% of the target number of PSUs. |
(3) |
Messrs. Rodio, Frissora, Hession, Jenkin, Donovan, Ottolenghi and Holdren and Ms. Digilio received 2019 bonuses pursuant to the Senior Executive Incentive Plan in the amounts of $1,972,602, $1,359,231, $902,596, $968,488, $294,231, $399,840, $608,524 and $530,500, respectively. Such award values were prorated based on actual base salary earnings in 2019 that each executive earned while employed by the Company. |
(4) |
All Other Compensation includes perquisites and personal benefits, which may include executive security, personal aircraft usage, legal fee reimbursements, financial planning and Company lodging, and includes other compensation, which may include items such as severance, health, life and disability insurance, and tax reimbursements based on taxable earnings for Company lodging and on premiums paid for life and disability insurance. |
2019 |
||||||||||||||||||||||||
NAME |
401(K) EMPLOYER MATCH ($) |
RELOCATION ($) |
ALLOCATED AMOUNT FOR AIRCRAFT USAGE ($) |
HEALTH BENEFITS ($) |
EXPERIENCE OUR BEST ($) |
SEVERANCE ($) |
||||||||||||||||||
Anthony Rodio |
8,400 |
4,475 |
— |
16,698 |
2,903 |
— |
||||||||||||||||||
Mark Frissora |
— |
— |
200,000 |
(a) |
15,981 |
5,414 |
11,448,182 |
(b) | ||||||||||||||||
Eric Hession |
8,400 |
— |
— |
23,264 |
3,734 |
— |
||||||||||||||||||
Thomas Jenkin |
5,700 |
— |
— |
26,742 |
1,109 |
— |
||||||||||||||||||
Christopher Holdren |
8,400 |
— |
— |
18,918 |
6,051 |
— |
||||||||||||||||||
Monica Digilio |
8,400 |
— |
— |
18,918 |
4,727 |
— |
||||||||||||||||||
Timothy Donovan |
— |
— |
— |
17,683 |
6,678 |
2,618,086 |
(c) | |||||||||||||||||
Les Ottolenghi |
— |
— |
— |
20,376 |
7,462 |
2,060,324 |
(d) |
(a) Mr. Frissora was allocated up to $200,000 for per fiscal year for personal use of Company aircraft, which is calculated based on the incremental cost to us of fuel, trip-related maintenance, crew travel expenses, on-board catering, landing fees, trip-related hangar/parking costs and other miscellaneous variable costs. Since our aircraft is used primarily for business travel, we do not include the fixed costs that do not change based on usage, such as pilots’ salaries, depreciation of the purchase costs of our aircraft and the cost of maintenance not specifically related to trips. The other named executive officers may also access Company aircraft for personal purposes at their own personal expense. |
(b) |
Consists of payments provided to Mr. Frissora in connection with his separation, including (i) $8,000,000 in cash severance payments, (ii) $1,423,310 related to those PSU tranches for which the fair value had not been reported in the Summary Compensation Table (with vesting of PSUs remaining subject to achievement of applicable targets and options generally exercisable for two years after vesting), (iii) $2,000,000 in accelerated vesting of cash awards, and (iv) $24,872 in medical and welfare benefits. The value for the PSU tranches is calculated based on target attainment of the goals and the closing price of our common stock of $9.36 as of the separation date of April 30, 2019. |
(c) |
Consists of payments provided to Mr. Donovan in connection with his separation, including (i) $1,275,000 in cash severance payments, (ii) $410,284 related to those PSU tranches for which the fair value had not been reported in the Summary Compensation Table (with the value for PSU tranches calculated based on target attainment of the goals and the closing price of our common stock of $9.13 as of the separation date of June 6, 2019), (iii) $900,000 in accelerated vesting of cash awards, and (iv) $32,802 in medical and welfare benefits. |
(d) |
Consists of payments provided to Mr. Ottolenghi in connection with his separation, including (i) $930,188 in cash severance payments, (ii) $200,012 related to those PSU tranches for which the fair value had not been reported in the Summary Compensation Table (with the value for PSU tranches calculated based on target attainment of the goals and the closing price of our common stock of $12.96 as of the separation date November 15, 2019), (iii) $900,000 in accelerated vesting of cash awards, and (iv) $30,124 in medical and welfare benefits. |
(5) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Frissora on the date of grant assuming the highest level of performance conditions will be achieved is $3,500,008, which is based on the maximum vesting of 401,838 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of 2019 rTSR PSUs awarded to Mr. Frissora on the date of grant assuming the highest level of performance conditions will be achieved is $3,500,000, which is based on the maximum vesting of 277,118 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(6) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Hession on the date of grant assuming the highest level of performance conditions will be achieved is $815,012, which is based on the maximum vesting of 93,572 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Hession on the date of grant assuming the highest level of performance conditions will be achieved is $815,014, which is based on the maximum vesting of 64,530 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(7) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Jenkin on the date of grant assuming the highest level of performance conditions will be achieved is $969,214, which is based on the maximum vesting of 111,276 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Jenkin on the date of grant assuming the highest level of performance conditions will be achieved is $969,226, which is based on the maximum vesting of 76,740 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(8) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Holdren on the date of grant assuming the highest level of performance conditions will be achieved is $605,398, which is based on the maximum vesting of 69,506 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Holdren on the date of grant assuming the highest level of performance conditions will be achieved is $605,406, which is based on the maximum vesting of 47,934 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(9) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Ms. Digilio on the date of grant assuming the highest level of performance conditions will be achieved is $450,010, which is based on the maximum vesting of 51,666 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Ms. Digilio on the date of grant assuming the highest level of performance conditions will be achieved is $450,006, which is based on the maximum vesting of 35,630 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(10) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Donovan on the date of grant assuming the highest level of performance conditions will be achieved is $650,010, which is based on the maximum vesting of 74,628 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Donovan on the date of grant assuming the highest level of performance conditions will be achieved is $650,016, which is based on the maximum vesting of 51,466 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. |
(11) |
The value of the 2019 Adjusted EBITDAR PSUs awarded to Mr. Ottolenghi on the date of grant assuming the highest level of performance conditions will be achieved is $542,616, which is based on the maximum vesting of 62,298 PSUs multiplied by the closing price of our common stock on March 28, 2019 of $8.71. This maximum is inclusive of all three PSU tranches. The value of rTSR PSUs awarded to Mr. Ottolenghi on the date of grant assuming the highest level of performance conditions will be achieved is $542,610, which is based on the maximum vesting of 42,962 rTSR PSUs multiplied by the Monte Carlo fair value of $12.63 determined on the date of the grant, as described more fully in footnote (2) above. Amounts includes $345,615 which reflects the incremental cost associated with the modification of Mr. Ottolenghi’s RSU awards in connection with his separation agreement. |
(12) |
Amount reflects the incremental cost associated with the modification of Mr. Frissora’s stock options in connection with his separation agreement. |
• | Accrued and unpaid base salary |
• | Unreimbursed business expenses |
• | Amounts or benefits due under benefit and equity plans in accordance with the terms thereof |
• | Cash severance equal to two times his base salary plus one times his target bonus paid in installments over 24 months; provided, that one-half times his base salary plus one times his target bonus paid in installments over 30 months; |
• | A bonus for the year of termination of employment, based on actual full-year performance, prorated to reflect service through the date of termination, paid when bonuses are payable generally to active employees |
• | Company-paid COBRA continuation and a subsidy, at the same levels in effect as of the date of termination, for continued disability and life insurance coverage, paid in installments over 24 months; and |
• | One year of additional vesting in respect of (i) Mr. Frissora’s CAC RSUs (which were converted into Company RSUs in connection with the merger with CAC), (ii) his award of RSUs granted on March 23, 2016, and (iii) any other equity awards granted by the Company or CAC to Mr. Frissora after July 5, 2016. |
• | payment of an annual base salary (which may be adjusted from time to time); |
• | participation in the Company’s annual incentive bonus program(s) applicable to the executive’s position; |
• | for Ms. Digilio, a one-time bonus payment of $250,000 for 2018; |
• | for Messrs. Donovan and Jenkin, an award of stock options under the applicable equity incentive plan and, for Messrs. Ottolenghi and Holdren and Ms. Digilio, participation in the Company’s LTI program at 150% of their base salary; |
• | for Mr. Holdren and Ms. Digilio, one-time sign-on awards, payable in cash or equity (respectively), equal to $50,000 and $442,500 (respectively) based on certain conditions; |
• | for Mr. Donovan, reimbursement of up to $80,000 for legal fees; and |
• | provisions relating to severance payments and benefits upon certain terminations of employment, as described further below. |
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS (1) |
ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS |
ALL OTHER STOCK AWARDS: SHARES OF STOCK OR UNITS (#) |
GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS (2) ($) |
|||||||||||||||||||||||||||||||
NAME |
GRANT DATE |
THRESHOLD ($) |
TARGET ($) |
MAXIMUM ($) |
THRESHOLD (#) |
TARGET (#) |
MAXIMUM (#) |
|||||||||||||||||||||||||||
Anthony Rodio |
NA |
276,164 |
1,972,602 |
3,945,204 |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||
Mark Frissora (7) |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
200,308 — — — — |
1,430,769 — — — — |
2,861,539 — — — — |
— — 27,007 16,744 34,640 |
— — 108,025 66,973 138,559 |
— — 216,050 133,946 277,118 |
— 401,837 — — — |
— 3,500,000 953,861 583,335 1,750,000 |
|||||||||||||||||||||||||
Eric Hession |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
113,763 — — — — |
812,596 — — — — |
1,625,192 — — — — |
— — 5,402 3,899 8,067 |
— — 21,605 15,595 32,265 |
— — 43,210 31,190 64,530 |
— 93,571 — — — |
— 815,003 190,772 135,832 407,507 |
|||||||||||||||||||||||||
Thomas Jenkin |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
135,588 — — — — |
968,488 — — — — |
1,936,975 — — — — |
— — 7,331 4,637 9,593 |
— — 29,321 18,546 38,370 |
— — 58,642 37,092 76,740 |
— 111,275 — — — |
— 969,205 258,904 161,536 484,613 |
|||||||||||||||||||||||||
Timothy Donovan |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
41,192 — — — — |
294,231 — — — — |
588,461 — — — — |
— — 5,016 3,110 6,434 |
— — 20,062 12,438 25,733 |
— — 40,124 24,876 51,466 |
— 74,627 — — — |
— 650,001 177,147 108,335 325,008 |
|||||||||||||||||||||||||
Les Ottolenghi |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) 11/15/2019 (8) |
58,924 — — — — — |
420,885 — — — — — |
841,769 — — — — — |
— — 3,858 2,596 5,371 — |
— — 15,432 10,383 21,481 — |
— — 30,864 20,766 42,962 — |
— 62,298 — — — 181,787 |
— 542,616 136,265 90,436 271,305 345,615 |
|||||||||||||||||||||||||
Christopher Holdren |
NA 3/28/2019 (3) 4/2/2019 (4) 3/28/2019 (5) 3/28/2019 (6) |
72,593 — — — — |
518,524 — — — — |
1,037,048 — — — — |
— — 3,907 2,896 5,992 |
— — 15,625 11,584 23,967 |
— — 31,250 23,168 47,934 |
— 69,506 — — — |
— 605,397 137,969 100,897 302,703 |
|||||||||||||||||||||||||
Monica Digilio |
NA 3/28/2019 (3) 3/28/2019 (5) 3/28/2019 (6) |
61,950 — — — |
442,500 — — — |
885,000 — — — |
— — 2,153 4,454 |
— — 8,611 17,815 |
— — 17,222 35,630 |
— 51,665 — — |
— 450,002 75,002 225,003 |
(1) |
Represents potential threshold, target and maximum incentive compensation for 2019 under our Bonus Plan. The threshold, target, and maximum payouts are calculated by applying the percentage payouts to each named executive officer’s base salary. Actual target and maximum payouts are determined by Adjusted EBITDA performance, Free Cash Flow, and customer satisfaction results under our Bonus Plan, as the means by which the Compensation Committee exercises its negative discretion under the Senior Executive Incentive Plan, described more fully under the section “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Cash Incentive Payments-Senior Executive Incentive Plan.” |
(2) |
The figures in this column reflect the grant date fair value of stock awards granted during the year in accordance with ASC Topic 718. Assumptions used in the calculations of these amounts are set forth in Note 16 to the consolidated financial statements included in our 2019 Annual Report. |
(3) |
Reflects RSUs granted under the 2017 PIP as described under “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Equity Awards-Annual Awards Update.” |
(4) |
Reflects the second tranche of the 2018 EBITDAR PSUs granted under the 2017 PIP for which the performance goals were established in 2019 as described under “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Equity Awards-Achievement of 2018 PSU Awards.” The fair value shown in the table above is based on the closing price of our Common Stock on April 2, 2019. |
(5) |
Reflects the first tranche of the 2019 EBITDAR PSUs granted under the 2017 PIP as described under “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Equity Awards-Annual Awards Update” that vested on March 28, 2020 based on the performance period of January 1, 2019 to December 31, 2019. The fair value shown in the table above is based on the closing price of our Common Stock on March 28, 2019. |
(6) |
Reflects rTSR PSUs granted under the 2017 PIP in 2019 as described under “-Compensation Discussion and Analysis-Elements of Executive Compensation and Benefits for 2019-Equity Awards-Annual Awards Update.” |
(7) |
Pursuant to the Frissora Separation Agreement, Mr. Frissora’s 2019 equity awards were prorated based on the number of days in 2019 that Mr. Frissora was employed by the Company. |
(8) |
Reflects Mr. Ottolenghi’s RSU awards that were modified in connection with his separation agreement and the related incremental cost. |
OPTION AWARDS |
STOCK AWARDS |
|||||||||||||||||||||||||||||
NAME |
NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS EXERCISABLE (#) |
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED |