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YOUR VOTE IS IMPORTANT. Whether or not you plan to virtually attend the meeting, please vote by using the Internet website or toll-free telephone number shown on the proxy card, or completing, signing, dating and mailing the proxy card promptly in the enclosed envelope. It is important that you return the proxy card or otherwise submit a vote on the Internet or by telephone promptly whether or not you plan to virtually attend the meeting, so that your shares are properly voted.
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| | If you hold shares through a broker, bank or other nominee (in “street name”), you may receive a separate voting instruction form, or you may need to contact your broker, bank or other nominee to determine whether you will be able to vote electronically using the Internet or telephone. | | |
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Director (age as of March 1, 2021)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
Craig R. Callen (65) | | |
2013
|
| |
Mr. Callen brings to the Board financial and operating experience as an advisor, investment banker and board member in the healthcare industry. Mr. Callen was a Senior Advisor at Crestview Partners, a private equity firm, from 2009 through 2016. Mr. Callen retired as Senior Vice President of Strategic Planning and Business Development for Aetna Inc., where he also served as a Member of the Executive Committee from 2004-2007. In his role at Aetna, Mr. Callen reported directly to the chairman and CEO and was responsible for oversight and development of Aetna’s corporate strategy, including mergers and acquisitions. Prior to joining Aetna in 2004, Mr. Callen was a Managing Director and Head of U.S. Healthcare Investment Banking at Credit Suisse and co-head of Health Care Investment Banking at Donaldson Lufkin & Jenrette. During his 20-year career as an investment banker in the healthcare practice, Mr. Callen successfully completed over 100 transactions for clients and contributed as an advisor to the boards of directors and management teams of many of the leading healthcare companies in the U.S. Mr. Callen has served as a board member of HMS Holdings Corp. (NYSE:HMSY) since October 2013. Previously he served on the boards of Symbion, Inc. (an ambulatory surgery center business), a Crestview portfolio company, Sunrise Senior Living, Inc. (NYSE:SRZ) and Kinetic Concepts, Inc. (NYSE:KCI) (a medical technology company).
|
|
Kapila K. Anand (67) | | |
2018
|
| |
Ms. Anand brings to the board extensive experience in accounting and auditing, particularly in the real estate industry, with a focus on Real Estate Investment Trusts, and healthcare industries. Ms. Anand served as an audit and later advisory partner at KPMG LLP from 1989 until her retirement in March 2016. Ms. Anand joined KPMG LLP in 1979 and served in a variety of roles including the National Partner-in-Charge, Public Policy
|
|
Director (age as of March 1, 2021)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
| | | | | |
Business Initiatives (from 2008 to 2013) and segment leader for the Travel, Leisure, and Hospitality industry and member of the Global Real Estate Steering Committee (each from 2013 to 2016). Ms. Anand has served on KPMG LLP boards in the U.S. and Americas, the board of the Franciscan Ministries (an organization with a range of real estate assets, including schools, churches and hospitals) and as the chair of both the KPMG Foundation as well as the Chicago Network (a membership organization of senior executives). She previously served as the Lead Director for the Women Corporate Directors Education and Development Foundation and served on the board of the US Fund for UNICEF, and currently serves on the board for Rush University Medical Center. Ms. Anand has served as a director of Extended Stay America, Inc. (NASDAQ:STAY) since July 2016, where she chairs the Compensation Committee and has also served as a director and Audit Committee Chairwoman of ESH Hospitality, Inc. (a REIT subsidiary of Extended Stay America) since May 2017. In September 2018, she joined the Board of Elanco Animal Health, Inc. (NYSE:ELAN), where she chairs the Audit Committee.
|
|
Barbara B. Hill (68) | | |
2013
|
| |
Ms. Hill brings to the Board years of experience in operating healthcare-related companies. Ms. Hill is currently an Operating Partner of NexPhase Capital (formerly Moelis Capital Partners), a private equity firm, where she focuses on healthcare-related investments and providing strategic and operating support for NexPhase’s healthcare portfolio companies. She began as an Operating Partner of Moelis Capital Partners in March 2011. From March 2006 to September 2010, Ms. Hill served as Chief Executive Officer and a director of ValueOptions, Inc., a managed behavioral health company, and FHC Health Systems, Inc., its parent company. Prior to that, Ms. Hill served as President and a director of Express Scripts, Inc., a pharmacy benefits management company. In previous positions, Ms. Hill was responsible for operations nationally for Cigna HealthCare, and also served as the CEO of health plans owned by Prudential, Aetna, and the Johns Hopkins Health System. She was active with the boards or committees of the Association of Health Insurance Plans and other health insurance industry groups. Currently, she serves as a board member of Integra LifeSciences Holdings Corporation, a medical device and technology company. She previously served as a board member of Owens & Minor, a healthcare distribution company, from 2017 to August 2019; St. Jude Medical Corporation, a medical device company from 2007 to January 2017, until its sale to Abbott Labs;
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|
Director (age as of March 1, 2021)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
| | | | | |
and Revera Inc., a Canadian company operating over 500 senior facilities in Canada, Great Britain and the U.S. from 2010 to March 2017.
|
|
Kevin J. Jacobs (48) | | |
2020
|
| |
Mr. Jacobs brings to our Board significant experience managing both private and public companies in the hospitality and real estate industries, including REITs, knowledge of financial reporting and other regulatory matters, and significant capital markets and real estate investment and management/operational experience. Mr. Jacobs has served as Chief Financial Officer for Hilton Worldwide Holdings Inc. (NYSE:HLT) since 2013, and in 2020 also began serving concurrently as its President, Global Development. In these roles, he leads the company’s finance, real estate, development and architecture and construction functions globally. Mr. Jacobs has held progressive positions at Hilton since joining the company in 2008, including serving as Treasurer and Senior Vice President, Corporate Strategy. Prior to Hilton, Mr. Jacobs was Senior Vice President, Mergers & Acquisitions and Treasurer of Fairmont Raffles Hotels International, and prior to Fairmont Raffles, Mr. Jacobs spent seven years with Host Hotels & Resorts, a NYSE-traded lodging REIT. Prior to Host, Mr. Jacobs held various roles in the Hospitality Consulting practice of PwC and the Hospitality Valuation Group of Cushman & Wakefield.
Mr. Jacobs is a Trustee and member of the Executive Committee of the Federal City Council, a member of the Board of Trustees of the Holton-Arms School, where he chairs the Audit Committee, and serves on the board of directors of Goodwill of Greater Washington. Mr. Jacobs is a graduate of the Cornell University School of Hotel Administration.
|
|
Edward Lowenthal (76) | | |
1995
|
| |
Mr. Lowenthal brings to our Board extensive experience in the development and operation of real estate. Mr. Lowenthal currently serves as Chairman of the Board of Directors of American Campus Communities (NYSE:ACC) (a public developer, owner and operator of student housing at the university level), and serves on the Board of Directors of two 501(c)(3) nonprofit organizations, the Andrew Goodman Foundation and Parlance Chamber Concerts, and serves as a trustee of the Manhattan School of Music.
Mr. Lowenthal also served as non-executive Chairman of REIS, Inc., a public provider of real estate market information and valuation technology (NASDAQ:REIS) from November 2010 until his term expired in 2012. From January 1997 to March 2002, Mr. Lowenthal served as President and Chief Executive Officer of Wellsford Real Properties, Inc. (a real estate
|
|
Director (age as of March 1, 2021)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
| | | | | |
merchant bank) and was President of the predecessor of Wellsford Real Properties, Inc. since 1986. He is co-founder of Wellsford Strategic Partners, a private real estate investment company and is non-executive Chairman of Tiburon Lockers, Inc., a private rental locker company.
|
|
C. Taylor Pickett (59) | | |
2002
|
| |
As Chief Executive Officer of the Company, Mr. Pickett brings to the Board a depth of understanding of our business and operations, as well as financial expertise in long-term healthcare services, mergers and acquisitions. Mr. Pickett has served as Chief Executive Officer of the Company since 2001 and as Director of the Company since May 2002. Mr. Pickett has also served as a member of the board of trustees of Corporate Office Properties Trust (NYSE:OFC), an office REIT focusing on U.S. government agencies and defense contractors, since November 2013. From 1993 to June 2001, Mr. Pickett served as a member of the senior management team of Integrated Health Services, Inc. (‘‘IHS’’), most recently as Executive Vice President and Chief Financial Officer. Prior to joining IHS, Mr. Pickett held various positions at PHH Corporation and KPMG Peat Marwick.
|
|
Stephen D. Plavin (61) | | |
2000
|
| |
Mr. Plavin brings to the Board management experience in the banking, investment mortgage-based real estate investment trust sector, as well as significant experience in real estate capital markets transactions. Mr. Plavin is a Senior Managing Director of the Blackstone Group (since December 2012) and the Chief Executive Officer and a Director of Blackstone Mortgage Trust, Inc., a New York City-based mortgage REIT that is managed by Blackstone. Prior to joining Blackstone, Mr. Plavin served as CEO of Capital Trust, Inc. (predecessor of Blackstone Mortgage Trust), since 2009. From 1998 until 2009, Mr. Plavin was Chief Operating Officer of Capital Trust and was responsible for all of the lending, investing and portfolio management activities of Capital Trust, Inc. Prior to that time, Mr. Plavin was employed for 14 years with Chase Manhattan Bank and its securities affiliate, Chase Securities Inc. Mr. Plavin held various positions within the real estate finance unit of Chase, and its predecessor, Chemical Bank, and in 1997 he became co-head of global real estate for Chase. Mr. Plavin was the Chairman of the Board of Directors of WCI Communities, Inc. (NYSE:WCIC), a publicly- held developer of residential communities from August 2009 until it was purchased by Lennar Corporation (NYSE:LEN and LEN.B) in February 2017.
|
|
Burke W. Whitman (65) | | |
2018
|
| |
Mr. Whitman brings to the Board extensive leadership experience in military and corporate board and executive roles, as well as corporate financial and management
|
|
Director (age as of March 1, 2021)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
| | | | | |
experience in the healthcare sector. Since January 2019, he has served as CEO of Colmar Holdings, LLC (a private firm providing capital to enterprises committed to the common good). In addition, since June 2019, he has served as a member of the Board of Directors of Amicus Therapeutics (Nasdaq:FOLD) (Audit & Compliance Committee; Nominating & Governance Committee), and since January 2019, as a civilian member of the Reserve Forces Policy Board (Advisor to the Secretary of Defense). Previously, Mr. Whitman served concurrently in national military service and business roles. From 1985 to 2019, he served as a reserve officer of the U.S. Marine Corps, including full-time active duty from 1985 to 1988 and from 2009 to 2018, during which he led multiple combat deployments, served as the Commanding General of the 4th Marine Division and of Marine Forces Reserve, and retired as a Major General and the Corps’ senior reservist. From 1988 to 2008, concurrent with his military roles, he also served as CEO and initially COO of Health Management Associates, Inc. (then NYSE:HMA) from 2005 to 2008, founding CFO of Triad Hospitals, Inc. (then NYSE:TRI) from 1998 to 2005, founding President and a member of the Board of Directors of Deerfield Healthcare (then a private company) from 1994 to 1998, Vice President of Finance of Almost Family (then Nasdaq:AFAM) from 1992 to 1994, and Investment Banker with Morgan Stanley (NYSE:MS) from 1988 to 1992. In his civic roles, he serves as a member of the Board of Trustees of The Lovett School and the Board of Directors of the Marine Corps Heritage Foundation and has also served previously on the Board of Directors of the Toys for Tots Foundation (Chair of the Investment Committee) and the Board of Directors of the Federation of American Hospitals (Chair of the Audit Committee).
|
|
| | |
Common Stock
Beneficially Owned |
| |
Other Common
Stock Equivalents |
| ||||||||||||||||||||||||||||||
Beneficial Owner
|
| |
Number of
Shares |
| |
Percentage
of Class |
| |
Unvested
Units(1) |
| |
Deferred
Stock Units(2) |
| |
Operating
Partnership Units(3) |
| |
Percent of
Class including Common Stock Equivalents(4) |
| ||||||||||||||||||
Kapila K Anand
|
| | | | 13,676(5) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Daniel J. Booth
|
| | | | 154,792 | | | | | | * | | | | | | 194,553 | | | | | | — | | | | | | 143,728 | | | | | | 0.20% | | |
Craig R. Callen
|
| | | | 45,142 | | | | | | * | | | | | | 8,025 | | | | | | 46,216 | | | | | | 5,836 | | | | | | * | | |
Barbara B. Hill
|
| | | | 31,310 | | | | | | * | | | | | | 6,173 | | | | | | — | | | | | | 5,558 | | | | | | * | | |
Steven J. Insoft
|
| | | | 209,588 | | | | | | * | | | | | | 181,186 | | | | | | — | | | | | | 213,488(6) | | | | | | 0.25% | | |
Kevin J. Jacobs
|
| | | | 3,173(7) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Edward Lowenthal
|
| | | | 56,934 | | | | | | * | | | | | | 4,630 | | | | | | 15,519 | | | | | | 4,169 | | | | | | * | | |
Gail D. Makode
|
| | | | — | | | | | | * | | | | | | 15,989 | | | | | | — | | | | | | — | | | | | | * | | |
C. Taylor Pickett
|
| | | | 4,575 | | | | | | * | | | | | | 379,721 | | | | | | 498,056 | | | | | | 269,468 | | | | | | 0.48% | | |
Stephen D. Plavin
|
| | | | 94,753(8) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Robert O. Stephenson
|
| | | | 222,506 | | | | | | 0.10% | | | | | | 172,288 | | | | | | — | | | | | | 125,763 | | | | | | 0.21% | | |
Burke W. Whitman
|
| | | | 18,585(9) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Directors, director
nominee and executive officers as a group (12 persons) |
| | | | 855,034 | | | | | | 0.37% | | | | | | 962,565 | | | | | | 559,791 | | | | | | 768,010 | | | | | | 1.30% | | |
| | |
Common Stock
Beneficially Owned |
| |
Other Common
Stock Equivalents |
| ||||||||||||||||||||||||||||||
Beneficial Owner
|
| |
Number of
Shares |
| |
Percentage
of Class |
| |
Unvested
Units(1) |
| |
Deferred
Stock Units(2) |
| |
Operating
Partnership Units(3) |
| |
Percent of
Class including Common Stock Equivalents(4) |
| ||||||||||||||||||
5% Beneficial Owners:(10)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The Vanguard Group, Inc.
|
| | | | 32,124,029(11) | | | | | | 13.72% | | | | | | — | | | | | | — | | | | | | — | | | | | | 13.27% | | |
BlackRock, Inc.
|
| | | | 27,113,630(12) | | | | | | 11.58% | | | | | | — | | | | | | — | | | | | | — | | | | | | 11.20% | | |
State Street Corporation
|
| | | | 11,768,448(13) | | | | | | 5.03% | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.86% | | |
Director
|
| |
Board
|
| |
Audit
Committee |
| |
Compensation Committee
|
| |
Investment Committee
|
| |
Nominating
and Corporate Governance Committee |
|
Kapila K. Anand
|
| |
Member
|
| |
Chair
|
| | | | |
Member
|
| | | |
Craig R. Callen
|
| |
Chair
|
| |
Member
|
| | | | |
Chair
|
| |
Member
|
|
Barbara B. Hill
|
| |
Member
|
| | | | |
Member
|
| | | | |
Member
|
|
Kevin J. Jacobs
|
| |
Member
|
| | | | | | | | | | | | |
Edward Lowenthal
|
| |
Member
|
| | | | |
Chair
|
| | | | |
Member
|
|
C. Taylor Pickett
|
| |
Member
|
| | | | | | | |
Member
|
| | | |
Stephen D. Plavin
|
| |
Member
|
| | | | |
Member
|
| | | | |
Chair
|
|
Burke W. Whitman
|
| |
Member
|
| |
Member
|
| | | | | | | | | |
| | | |
Audit and
Finance Committee |
| |
Compensation
Committee |
| |
Nominating
and Corporate Governance Committee |
| |
Investment
Committee |
| |
Full Board of
Directors |
| |||||||||||||||
|
Corporate Strategy
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | |
|
Portfolio Management
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | |
|
Enterprise Risk Management
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | |
|
Privacy and Data Security
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | • | | |
|
Code of Business Conduct and Ethics
|
| | | | • | | | | | | | | | | | | | | | | | | | | | | | | • | | |
|
Board and Executive
Compensation |
| | | | | | | | | | • | | | | | | | | | | | | | | | | | | • | | |
|
ESG
|
| | | | | | | | | | | | | | | | • | | | | | | | | | | | | • | | |
|
Board and Executive Succession
|
| | | | | | | | | | | | | | | | • | | | | | | | | | | | | • | | |
|
Investment Activity
|
| | | | | | | | | | | | | | | | | | | | | | • | | | | | | • | | |
|
BOARD STRUCTURE
|
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•
Annual Election of Directors. Our Board consists of a single class of directors who stand for election each year.
|
|
|
•
Opt-out of Maryland Law Allowing Staggering the Board without Shareholder Approval. In November 2019, the Board opted out of the provisions of the Maryland Unsolicited Takeovers Act that otherwise would permit the Board, without stockholder approval, to divide the Board into three classes serving staggered three-year terms.
|
|
|
•
Majority Voting Standard for Director Elections with Resignation Policy. Our Bylaws include a majority voting standard for the election of directors in uncontested elections. Any incumbent director who fails to receive the required vote for re-election must offer to resign from the Board.
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|
•
Chair and CEO Roles Separated. Our independent Chair of the Board provides independent leadership for our Board.
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|
STOCKHOLDER RIGHTS
|
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|
•
Proxy Access. Beginning with our annual stockholders’ meeting in 2022, stockholders will have the right to nominate and require us to include in our proxy materials for an annual meeting stockholder-nominated director candidates equal to the greater of two director seats or 20% of the Board.
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|
•
Stockholder-Requested Special Meetings. Our stockholders have the ability to call a special meeting of stockholders in accordance with the process set forth in the Bylaws.
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|
•
Stockholder Amendments to Bylaws. Our Bylaws may be amended by stockholder vote.
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COMPENSATION PRACTICES
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|
•
Stock Ownership Guidelines. We have robust stock ownership guidelines for our senior officers and our non-employee directors.
|
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|
•
Clawback Policy. Our Board has voluntarily adopted a formal clawback policy that applies to incentive compensation.
|
|
|
•
Anti-Hedging and Anti-Pledging. Our directors, officers and employees are subject to anti-hedging and anti-pledging policies.
|
|
|
•
Annual Say-on-Pay. We annually submit “say-on-pay” advisory votes for our stockholders’ consideration and vote.
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|
BOARD PRACTICES
|
|
|
•
Annual Strategic Review. The Board conducts a formal annual review of our corporate strategy.
|
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|
•
Executive Sessions of Our Board. An executive session of independent directors is generally held at each regularly scheduled Board and Committee meeting.
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|
•
Board Evaluations. Our directors undergo annual evaluations of the Board as a whole and each director individually.
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BOARD PRACTICES
|
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|
•
Regular Succession Planning. A high priority is placed on regular and thoughtful succession planning for our senior management.
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ETHICS AND RISK MANAGEMENT
|
|
|
•
Code of Ethics. A robust Code of Business Conduct and Ethics is in place for our directors, officers and employees.
|
|
|
•
Whistleblower Policy. We maintain a third-party administered hotline and website that enable anonymous reporting of compliance and ethics concerns.
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|
•
Enterprise Risk Management. Our Board reviews the Company’s risks and enterprise risk management processes regularly.
|
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|
ESG AND DIVERSITY AND INCLUSION
|
|
|
•
ESG Steering Committee. The Company has established an ESG Steering Committee that is responsible for advancing the Company’s governance, sustainability and diversity and inclusion programs, with the Nominating and Corporate Governance Committee exercising oversight of the Committee.
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|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2020
|
| |
2019
|
| ||||||
Audit Fees
|
| | | $ | 1,774,000 | | | | | $ | 1,896,000 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | 1,009,000 | | | | | | 1,096,000 | | |
All Other Fees
|
| | | | 3,000 | | | | | | 2,000 | | |
Total
|
| | | $ | 2,786,000 | | | | | $ | 2,994,000 | | |
What we do…
|
| |
What we do not do…
|
|
We balance our incentive programs to provide an appropriate mix of annual and longer-term incentives, with long-term incentive compensation comprising a substantial percentage of target total compensation.
A substantial percentage of target total compensation is based on performance; we pay for performance that has a direct alignment with TSR and Relative TSR performance, among other performance goals. Salaries comprise a relatively modest portion of each named executive officer’s overall compensation opportunity.
We use multiple performance measures as well as different performance measures for cash bonuses and multi-year equity awards, which mitigates compensation-related risk. We also measure performance across various performance periods.
We enhance executive officer retention with time-based vesting schedules for certain equity incentive awards to provide a balance with performance-based awards.
We use the market median of our peer group as the starting point for determining the right form and amount of compensation for each named executive officer but also take into account qualitative factors such as an individual’s experience, skill sets, prior performance, and other relevant considerations.
We aim for aggregate target annual compensation for the named executive officers to be generally in line with the median aggregate annual compensation for the top five executive officers of the peer group.
We have robust stock ownership guidelines for our senior officers and directors.
We engage an independent compensation consultant selected by our Compensation Committee to advise the Committee on compensation matters.
We have a Compensation Committee comprised solely of independent directors.
We maintain a clawback policy that, in the event of a financial restatement, allows the Company to recover certain incentive compensation paid to executive officers.
|
| |
We do not guarantee annual salary increases or bonuses and Omega generally has no guaranteed commitments to grant any equity-based awards.
We do not pay excise tax gross-ups with respect to payments made in connection with a change in control.
We do not allow hedging or pledging of Company stock by executive officers (or other employees or directors).
We do not encourage unnecessary or excessive risk taking; incentive awards are not based on a single performance measure and do not have guaranteed minimum or uncapped payouts.
We do not pay dividends on unearned performance shares (other than fractional distributions on Profits Interest Units, which are made for tax reasons).
We do not provide any significant perquisites.
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OBJECTIVES
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•
Reward performance and initiative
|
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|
•
Attract, retain and reward executive officers who have the motivation, experience and skills to continue our track record of profitability, growth and attractive TSR
|
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|
•
Be competitive with other REITs viewed as competitors for executive talent
|
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•
Link compensation with enhancing stockholder value
|
|
|
•
Reward for short-term and long-term successes, particularly measured in terms of growth in Funds Available for Distribution (“FAD”) per share, and tenant quality, leverage, TSR and Relative TSR performance
|
|
|
•
Encourage and facilitate our executive officers’ ability to achieve meaningful levels of ownership of our common stock
|
|
|
HOW OMEGA ACCOMPLISHES ITS OBJECTIVES
|
|
|
•
While we do not employ a formula, base salary generally comprises a relatively small portion of each named executive officer’s total target pay
|
|
|
•
Annual cash bonus generally comprises a significant portion but less than a quarter of each named executive officer’s total target pay
|
|
|
•
A majority of each named executive officer’s total target compensation is structured as performance-based using a combination of annual cash bonus and long-term incentive equity awards; a component of the annual cash bonus also includes subjective objectives specific to each NEO
|
|
|
•
We do not target a specific percentile range within the Company’s peer group when determining an individual named executive officer’s pay; instead, the Compensation Committee uses the peer group median as the starting point and reviews market data from the peer group and internal pay equity as two of several reference points useful for determining compensation for each named executive officer
|
|
|
•
We utilize a variety of objective performance goals that we consider key drivers of value creation to minimize the potential risk associated with over-weighting any particular performance measure. Goals have historically included FAD per share, tenant quality, leverage, TSR and Relative TSR
|
|
|
•
The ultimate value of performance-based long-term incentive equity awards is dependent on both the Company’s future TSR and Relative TSR as compared to a REIT index. We think using both performance measures, together with time-based equity awards, provides a balanced approach that does not motivate excessive risk taking
|
|
Peer
|
| |
Ticker
|
| |
Industry
|
| |
Market
Capitalization ($MM) |
| |||
Welltower Inc.
|
| |
WELL
|
| |
Health Care
|
| | | $ | 27,063 | | |
Realty Income Corporation
|
| |
O
|
| |
Other Retail
|
| | | $ | 22,491 | | |
Ventas, Inc.
|
| |
VTR
|
| |
Health Care
|
| | | $ | 18,516 | | |
Healthpeak Properties, Inc.
|
| |
PEAK
|
| |
Health Care
|
| | | $ | 16,497 | | |
Duke Realty Corporation
|
| |
DRE
|
| |
Industrial
|
| | | $ | 15,052 | | |
W. P. Carey Inc.
|
| |
WPC
|
| |
Diversified
|
| | | $ | 12,380 | | |
Medical Properties Trust, Inc.
|
| |
MPW
|
| |
Health Care
|
| | | $ | 11,801 | | |
Omega Healthcare Investors, Inc.
|
| |
OHI
|
| |
Health Care
|
| | | $ | 8,625 | | |
National Retail Properties, Inc.
|
| |
NNN
|
| |
Other Retail
|
| | | $ | 7,171 | | |
Federal Realty Investment Trust
|
| |
FRT
|
| |
Shopping Center
|
| | | $ | 6,594 | | |
Healthcare Trust of America, Inc.
|
| |
HTA
|
| |
Health Care
|
| | | $ | 6,117 | | |
Spirit Realty Capital, Inc.
|
| |
SRC
|
| |
Other Retail
|
| | | $ | 4,612 | | |
Healthcare Realty Trust Incorporated
|
| |
HR
|
| |
Health Care
|
| | | $ | 4,129 | | |
Lexington Realty Trust
|
| |
LXP
|
| |
Diversified
|
| | | $ | 2,974 | | |
EPR Properties
|
| |
EPR
|
| |
Diversified
|
| | | $ | 2,425 | | |
| | | | | |
Link to Program Objectives
|
| | |
Form of
Compensation |
| | |
Important Features
|
| |
| |
Base Salary
|
| | |
•
Fixed level of cash compensation to attract and retain key executives in a competitive marketplace
•
Preserves an executive’s commitment during downturns
|
| | | Cash | | | |
•
Determined based on evaluation of individual executives, compensation, internal pay equity and a comparison to the peer group
|
| |
| | | | | |
Link to Program Objectives
|
| | |
Form of
Compensation |
| | |
Important Features
|
| |
| |
Annual Cash Bonus
|
| | |
•
Target cash incentive opportunity (set as a percentage of base salary) to encourage achievement of annual Company financial and operational goals
|
| | | Cash | | | |
•
Majority (70% for 2020) of incentive opportunity based on objective performance measures, which includes FAD per Share, Tenant Quality and Leverage
|
| |
| | | | | |
•
Assists in attracting, retaining and motivating executives in the near term
|
| | | Cash | | | |
•
A portion (30% for 2020) of the payout is also based on individual performance
|
| |
| |
Long-Term Incentives RSUs and Profits Interest Units (Time-based)
|
| | |
•
Focuses executives on achievement of long-term financial and strategic goals and TSR, thereby creating long-term stockholder value
•
Assists in maintaining a stable, continuous management team in a competitive market
•
Maintains stockholder- management alignment
•
Easy to understand and track performance
•
Limits dilution to existing stockholders relative to utilizing stock options
|
| | |
Long-Term Equity
|
| | |
•
40% of target annual long-term incentive awards in 2020
•
Provides upside incentive in up-market, with some down-market protection
•
Three-year cliff vest (subject to certain exceptions)
|
| |
| |
Long-Term Incentives PRSUs and Profits Interest Units (Performance- based)
|
| | | Long-Term Equity | | | |
•
60% of target annual long-term incentive award in 2020, requiring significant outperformance to achieve target
•
Three-year performance periods with the actual payout based on TSR and Relative TSR performance
•
Provides some upside in up- or down-market based on relative performance
•
Direct alignment with stockholders
•
Additional vesting once earned (25% per calendar quarter) for enhanced retention
|
| |
| |
Year
|
| | |
Program Enhancements
|
| |
| |
2016
|
| | |
•
Increased the emphasis on Performance-based Awards by moving from a mix of 50%/50% of Performance- and Time-based Awards, respectively, to a mix of 60%/40% of Performance- and Time-based Awards, respectively
•
Increased the rigor of the Relative TSR comparison by adding an additional 50 bps of required performance at target
•
Based equity award values on grant date fair value in comparison to the peer group to align with SEC disclosure requirements rather than on the basis of projected estimated economic value
•
Changed Relative TSR comparator from MSCI U.S. REIT Index to the FTSE Nareit Health Care Index to better compare our performance with that of our direct peers
|
| |
| |
2018
|
| | |
•
Increased the rigor of the TSR performance hurdles on a one-time basis for 2018 awards only in light of our stock price performance for 2017, moving from threshold, target and high hurdles of 8%, 10%, and 12%, respectively, up to 12%, 14%, and 18%, respectively
|
| |
| |
2019
|
| | |
•
Decreased the amount of the annual cash bonus incentive tied to subjective performance criteria from 40% to 30% of the overall opportunity, thereby putting more weight on objective performance criteria
•
Adopted a clawback policy allowing the Company, in the event of a financial restatement, to recover certain incentive compensation paid to executive officers
|
| |
| |
2020
|
| | |
•
Adopted a retirement policy providing for prorated retirement-based vesting of long-term equity incentive awards granted on or after January 1, 2020 for employees who have reached the age of 62 and provided at least ten years of service to the Company
•
Delayed vesting of equity awards upon certain termination events, allowing the Company to reduce the earned or vested amount of the award in the event of covenant breaches by the officers, including breach of non-competition, non-solicitation, and intellectual property covenants
•
Used a wider range of payout levels for 2020 LTI awards than in prior years to better align payout with market practices and peer compensation plans, so that the aggregate long-term equity incentive opportunity would be 0.50x, 1.0x, and 2.0x at threshold, target, and high, respectively, as compared to 0.75x, 1.0x and 1.5x, respectively, for 2019 awards
|
| |
| |
2021
|
| | |
•
Did not increase salaries or bonus opportunities for four out of five NEOs, instead incorporating such increase into a 5-7% LTI increase for such NEOs; did not otherwise make any changes to compensation plans in response to COVID-19
|
| |
Name
|
| |
2020 Base Salary
|
| |||
C. Taylor Pickett
|
| | | $ | 823,800 | | |
Daniel J. Booth
|
| | | $ | 532,700 | | |
Steven J. Insoft
|
| | | $ | 521,800 | | |
Robert O. Stephenson
|
| | | $ | 510,800 | | |
Gail D. Makode
|
| | | $ | 400,000 | | |
| | |
Annual Incentive
(% of Base Salary) |
| |||||||||||||||
Name
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |||||||||
C. Taylor Pickett
|
| | | | 100% | | | | | | 125% | | | | | | 200% | | |
Daniel J. Booth
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
Steven J. Insoft
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
Robert O. Stephenson
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
Gail D. Makode
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
|
Annual Cash Incentive Performance Goal #1: FAD per Share
|
|
|
Weighting
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |
2020 Results
|
| ||||||||||||
|
30%
|
| | | $ | 2.89 | | | | | $ | 2.94 | | | | | $ | 2.99 | | | | | $ | 3.06 | | |
|
Annual Cash Incentive Performance Goal #2: Tenant Quality
|
|
|
Weighting
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |
2020 Results
|
| ||||||||||||
|
30%
|
| | | | 98% | | | | | | 98.5% | | | | | | 99% | | | | | | 99.9% | | |
|
Annual Cash Incentive Performance Goal #3: Leverage
|
|
|
Weighting
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |
2020 Results
|
| ||||||||||||
|
10%
|
| | | | 5.2x | | | | | | 5.0x | | | | | | 4.8x | | | | | | 5.0x | | |
|
Annual Cash Incentive Performance Goal #4: Committee’s Assessment of Individual Performance
|
|
|
Weighting
|
| | | | | | | | | | | | |
|
30%
|
| | | | | | | | | | | | |
FAD per share (30%)
|
| |||||||||||||||||||||||||
Executive
|
| |
Threshold
|
| |
Target
|
| |
High
|
| | |
Actual
|
| ||||||||||||
| | |
$2.89
|
| |
$2.94
|
| |
$2.99
|
| | |
$3.06
|
| ||||||||||||
C. Taylor Pickett
|
| | | $ | 247,140 | | | | | $ | 308,925 | | | | | $ | 494,280 | | | | | | $ | 494,280 | | |
Daniel J. Booth
|
| | | $ | 79,905 | | | | | $ | 119,858 | | | | | $ | 199,763 | | | | | | $ | 199,763 | | |
Steven J. Insoft
|
| | | $ | 78,270 | | | | | $ | 117,405 | | | | | $ | 195,675 | | | | | | $ | 195,675 | | |
Robert O. Stephenson
|
| | | $ | 76,620 | | | | | $ | 114,930 | | | | | $ | 191,550 | | | | | | $ | 191,550 | | |
Gail D. Makode
|
| | | $ | 60,000 | | | | | $ | 90,000 | | | | | $ | 150,000 | | | | | | $ | 150,000 | | |
Tenant Quality (30%)
|
| |||||||||||||||||||||||||
Executive
|
| |
Threshold
|
| |
Target
|
| |
High
|
| | |
Actual
|
| ||||||||||||
| | |
98%
|
| |
98.5%
|
| |
99%
|
| | |
99.9%
|
| ||||||||||||
C. Taylor Pickett
|
| | | $ | 247,140 | | | | | $ | 308,925 | | | | | $ | 494,280 | | | | | | $ | 494,280 | | |
Daniel J. Booth
|
| | | $ | 79,905 | | | | | $ | 119,858 | | | | | $ | 199,763 | | | | | | $ | 199,763 | | |
Steven J. Insoft
|
| | | $ | 78,270 | | | | | $ | 117,405 | | | | | $ | 195,675 | | | | | | $ | 195,675 | | |
Robert O. Stephenson
|
| | | $ | 76,620 | | | | | $ | 114,930 | | | | | $ | 191,550 | | | | | | $ | 191,550 | | |
Gail D. Makode
|
| | | $ | 60,000 | | | | | $ | 90,000 | | | | | $ | 150,000 | | | | | | $ | 150,000 | | |
Leverage (10%)
|
| |||||||||||||||||||||||||
Executive
|
| |
Threshold
|
| |
Target
|
| |
High
|
| | |
Actual
|
| ||||||||||||
| | |
5.3x
|
| |
5.0x
|
| |
4.8x
|
| | |
5.0x
|
| ||||||||||||
C. Taylor Pickett
|
| | | $ | 82,380 | | | | | $ | 102,975 | | | | | $ | 164,760 | | | | | | $ | 102,975 | | |
Daniel J. Booth
|
| | | $ | 26,635 | | | | | $ | 39,953 | | | | | $ | 66,588 | | | | | | $ | 39,951 | | |
Steven J. Insoft
|
| | | $ | 26,090 | | | | | $ | 39,135 | | | | | $ | 65,225 | | | | | | $ | 39,135 | | |
Robert O. Stephenson
|
| | | $ | 25,540 | | | | | $ | 38,310 | | | | | $ | 63,850 | | | | | | $ | 38,310 | | |
Gail D. Makode
|
| | | $ | 20,000 | | | | | $ | 30,000 | | | | | $ | 50,000 | | | | | | $ | 30,000 | | |
Subjective (30%)
|
| |||||||||||||||||||||||||
Executive
|
| |
Threshold
|
| |
Target
|
| |
High
|
| | |
Actual
|
| ||||||||||||
C. Taylor Pickett
|
| | | $ | 247,140 | | | | | $ | 308,925 | | | | | $ | 494,280 | | | | | | $ | 398,465 | | |
Daniel J. Booth
|
| | | $ | 79,905 | | | | | $ | 119,858 | | | | | $ | 199,763 | | | | | | $ | 170,523 | | |
Steven J. Insoft
|
| | | $ | 78,270 | | | | | $ | 117,405 | | | | | $ | 195,675 | | | | | | $ | 154,515 | | |
Robert O. Stephenson
|
| | | $ | 76,620 | | | | | $ | 114,930 | | | | | $ | 191,550 | | | | | | $ | 166,590 | | |
Gail D. Makode
|
| | | $ | 60,000 | | | | | $ | 90,000 | | | | | $ | 150,000 | | | | | | $ | 135,000 | | |
| | |
Annual Equity Performance-Based Incentive
|
| |
As Reported
in the Summary Compensation Table as Stock Awards(1) |
| ||||||||||||||||||
CEO LTI Opportunity
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |||||||||||||||
Payout Level
|
| | | | 0.75x | | | | | | 1.0x | | | | | | 1.5x | | | | | | | | |
2019
|
| | | $ | 2,595,500 | | | | | $ | 3,460,500 | | | | | $ | 5,190,750 | | | | | $ | 5,190,748 | | |
Payout Level
|
| | | | 0.5x | | | | | | 1.0x | | | | | | 2.0x | | | | |||||
2020
|
| | | $ | 2,029,482 | | | | | $ | 4,058,964 | | | | | $ | 8,117,927 | | | | | $ | 8,117,974 | | |
Year over Year Change
|
| | | | -22% | | | | | | 17% | | | | | | 56% | | | | | | 56% | | |
Name
|
| |
2020 Base Salary
|
| |
2021 Base Salary
|
| |
Increase
|
| |||||||||
C. Taylor Pickett
|
| | | $ | 823,800 | | | | | $ | 823,800 | | | | | | 0% | | |
Daniel J. Booth
|
| | | $ | 532,700 | | | | | $ | 532,700 | | | | | | 0% | | |
Steven J. Insoft
|
| | | $ | 521,800 | | | | | $ | 521,800 | | | | | | 0% | | |
Robert O. Stephenson
|
| | | $ | 510,800 | | | | | $ | 510,800 | | | | | | 0% | | |
Gail D. Makode
|
| | | $ | 400,000 | | | | | $ | 420,000 | | | | | | 5% | | |
| | |
Annual Incentive
(% of Base Salary) |
| |||||||||||||||
Name
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |||||||||
C. Taylor Pickett
|
| | | | 100% | | | | | | 125% | | | | | | 200% | | |
Daniel J. Booth
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
Steven J. Insoft
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
Robert O. Stephenson
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
Gail D. Makode
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
|
2020 and 2021 Annual Cash Incentive Performance Measures
|
| |||
|
% of Bonus
Opportunity |
| |
Measure
|
|
|
10%
|
| |
Leverage
|
|
|
30%
|
| |
FAD per share
|
|
|
30%
|
| |
Tenant quality
|
|
|
30%
|
| |
Subjective
|
|
|
Name and Principal Position
(A) |
| |
Year
(B) |
| |
Salary
($) (C) |
| |
Bonus
($)(1) (D) |
| |
Stock
Awards ($)(2) (E) |
| |
Option
Awards ($) (F) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) (G) |
| |
All Other
Compensation ($)(4) (I) |
| |
Total
($) (J) |
| ||||||||||||||||||||||||
|
C. Taylor Pickett
Chief Executive Officer |
| | | | 2020 | | | | | | 823,800 | | | | | | 398,465 | | | | | | 8,117,974 | | | | | | — | | | | | | 1,091,535 | | | | | | 21,464 | | | | | | 10,453,238 | | |
| | | 2019 | | | | | | 799,800 | | | | | | 432,012 | | | | | | 5,190,748 | | | | | | — | | | | | | 847,988 | | | | | | 16,800 | | | | | | 7,287,348 | | | |||
| | | 2018 | | | | | | 780,300 | | | | | | 468,154 | | | | | | 4,681,523 | | | | | | — | | | | | | 635,846 | | | | | | 16,500 | | | | | | 6,582,323 | | | |||
|
Daniel J. Booth
Chief Operating Officer |
| | | | 2020 | | | | | | 532,700 | | | | | | 170,523 | | | | | | 3,760,457 | | | | | | — | | | | | | 439,477 | | | | | | 21,464 | | | | | | 4,924,621 | | |
| | | 2019 | | | | | | 517,200 | | | | | | 124,239 | | | | | | 2,559,999 | | | | | | — | | | | | | 289,761 | | | | | | 16,800 | | | | | | 3,507,999 | | | |||
| | | 2018 | | | | | | 504,600 | | | | | | 154,633 | | | | | | 2,497,546 | | | | | | — | | | | | | 225,367 | | | | | | 16,500 | | | | | | 3,398,646 | | | |||
|
Steven J. Insoft
Chief Corporate Development Officer |
| | | | 2020 | | | | | | 521,800 | | | | | | 154,515 | | | | | | 3,411,241 | | | | | | — | | | | | | 430,485 | | | | | | 21,464 | | | | | | 4,539,505 | | |
| | | 2019 | | | | | | 506,600 | | | | | | 121,177 | | | | | | 2,399,999 | | | | | | — | | | | | | 283,823 | | | | | | 16,800 | | | | | | 3,328,399 | | | |||
| | | 2018 | | | | | | 494,200 | | | | | | 140,277 | | | | | | 2,341,560 | | | | | | — | | | | | | 220,723 | | | | | | 16,500 | | | | | | 3,213,260 | | | |||
|
Robert O. Stephenson
Chief Financial Officer |
| | | | 2020 | | | | | | 510,800 | | | | | | 166,590 | | | | | | 3,449,803 | | | | | | — | | | | | | 421,410 | | | | | | 21,464 | | | | | | 4,570,067 | | |
| | | 2019 | | | | | | 495,900 | | | | | | 119,172 | | | | | | 2,240,252 | | | | | | — | | | | | | 277,828 | | | | | | 16,800 | | | | | | 3,149,952 | | | |||
| | | 2018 | | | | | | 483,800 | | | | | | 149,922 | | | | | | 2,185,530 | | | | | | — | | | | | | 216,078 | | | | | | 16,500 | | | | | | 3,051,830 | | | |||
|
Gail D. Makode
Chief Legal Officer |
| | | | 2020 | | | | | | 400,000 | | | | | | 135,000 | | | | | | 1,500,016 | | | | | | — | | | | | | 330,000 | | | | | | 17,100 | | | | | | 2,382,116 | | |
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | 2018 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Date of
Compensation Committee Action |
| | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| |
Grant Date
Fair Value of Stock and Option Awards ($)(1) |
| |||||||||||||||||||||||||||||||||
Name
Grant Type |
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
High
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
High
(#) |
| ||||||||||||||||||||||||||||||
C. Taylor Pickett: | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Annual Cash Bonus (Objective Metrics)(2)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | 576,660 | | | | | | 720,825 | | | | | | 1,153,320 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,623,593 | | |
Relative TSR-based Units(4)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,727 | | | | | | 51,687 | | | | | | 166,007 | | | | | | 3,571,921 | | |
TSR-based Units(5)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 11,254 | | | | | | 71,891 | | | | | | 213,606 | | | | | | 2,922,460 | | |
Daniel J. Booth: | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Annual Cash Bonus (Objective Metrics)(2)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | 186,445 | | | | | | 279,668 | | | | | | 466,113 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 752,094 | | |
Relative TSR-based Units(4)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,580 | | | | | | 23,942 | | | | | | 76,898 | | | | | | 1,654,589 | | |
TSR-based Units(5)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,213 | | | | | | 33,302 | | | | | | 98,949 | | | | | | 1,353,774 | | |
Steven J. Insoft: | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Annual Cash Bonus (Objective Metrics) (2)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | 182,630 | | | | | | 273,945 | | | | | | 456,575 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 682,261 | | |
Relative TSR-based Units(4)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,247 | | | | | | 21,719 | | | | | | 69,757 | | | | | | 1,500,939 | | |
TSR-based Units(5)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,729 | | | | | | 30,209 | | | | | | 89,759 | | | | | | 1,228,041 | | |
Robert O. Stephenson: | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Annual Cash Bonus (Objective Metrics)(2)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | 178,780 | | | | | | 268,170 | | | | | | 446,950 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 689,956 | | |
Relative TSR-based Units(4)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,284 | | | | | | 21,964 | | | | | | 70,546 | | | | | | 1,517,915 | | |
TSR-based Units(5)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,783 | | | | | | 30,552 | | | | | | 90,774 | | | | | | 1,241,931 | | |
Gail D. Makode: | | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||||
Annual Cash Bonus (Objective Metrics) (2)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | 140,000 | | | | | | 210,000 | | | | | | 350,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 299,985 | | |
Relative TSR-based Units(4)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,428 | | | | | | 9,551 | | | | | | 30,674 | | | | | | 660,006 | | |
TSR-based Units(5)
|
| | 12/16/2019 | | | | | 1/1/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,079 | | | | | | 13,285 | | | | | | 39,471 | | | | | | 540,025 | | |
Name
|
| | | | |
Number of
Units of Stock That Have Not Vested (#) |
| |
Market Value
of Units of Stock That Have Not Vested ($)(1) |
| |
Equity Incentive
Plan Awards: Number of Unearned Units That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($)(1) |
| ||||||||||||
C. Taylor Pickett
|
| | 2018-2020 Profits Interest Units(2) | | | | | 234,892 | | | | | | 10,216,158 | | | | | | — | | | | | | — | | |
| | | 2018-2020 Relative PRSUs(3) | | | | | 103,311 | | | | | | 4,575,644 | | | | | | — | | | | | | — | | |
| | | 2019-2021 Time-based Units(4) | | | | | 39,673 | | | | | | 1,440,923 | | | | | | — | | | | | | — | | |
| | | 2019-2021 TSR-based Units(5) | | | | | — | | | | | | — | | | | | | 158,184 | | | | | | 6,504,052 | | |
| | |
2019-2021 Relative TSR-based Units(6)
|
| | | | — | | | | | | — | | | | | | 96,769 | | | | | | 3,978,851 | | |
| | | 2020-2022 Time-based Units(7) | | | | | 38,611 | | | | | | 1,402,352 | | | | | | — | | | | | | — | | |
| | | 2020-2022 TSR-based Units(8) | | | | | — | | | | | | — | | | | | | 213,606 | | | | | | 8,273,388 | | |
| | |
2020-2022 Relative TSR-based Units(9)
|
| | | | — | | | | | | — | | | | | | 166,007 | | | | | | 6,429,783 | | |
Daniel J. Booth
|
| | 2018-2020 Profits Interest Units(2) | | | | | 125,314 | | | | | | 5,450,282 | | | | | | — | | | | | | — | | |
| | | 2018-2020 Relative PRSUs(3) | | | | | 55,115 | | | | | | 2,441,043 | | | | | | — | | | | | | — | | |
| | | 2019-2021 Time-based Units(4) | | | | | 19,422 | | | | | | 705,407 | | | | | | — | | | | | | — | | |
| | | 2019-2021 TSR-based Units(5) | | | | | — | | | | | | — | | | | | | 81,413 | | | | | | 3,347,458 | | |
| | |
2019-2021 Relative TSR-based Units(6)
|
| | | | — | | | | | | — | | | | | | 48,551 | | | | | | 2,022,149 | | |
| | | 2020-2022 Time-based Units(7) | | | | | 17,759 | | | | | | 645,007 | | | | | | — | | | | | | — | | |
| | | 2020-2022 TSR-based Units(8) | | | | | — | | | | | | — | | | | | | 98,949 | | | | | | 3,832,493 | | |
| | |
2020-2022 Relative TSR-based Units(9)
|
| | | | — | | | | | | — | | | | | | 76,898 | | | | | | 2,978,413 | | |
Name
|
| | | | |
Number of
Units of Stock That Have Not Vested (#) |
| |
Market Value
of Units of Stock That Have Not Vested ($)(1) |
| |
Equity Incentive
Plan Awards: Number of Unearned Units That Have Not Vested (#) |
| |
Equity Incentive
Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested ($)(1) |
| ||||||||||||
Steven J. Insoft
|
| | 2018-2020 Profits Interest Units(2) | | | | | 117,487 | | | | | | 5,109,862 | | | | | | — | | | | | | — | | |
| | | 2018-2020 Relative PRSUs(3) | | | | | 51,674 | | | | | | 2,288,641 | | | | | | — | | | | | | — | | |
| | | 2019-2021 Time-based Units (4) | | | | | 18,343 | | | | | | 666,218 | | | | | | — | | | | | | — | | |
| | | 2019-2021 TSR-based Units(5) | | | | | — | | | | | | — | | | | | | 73,139 | | | | | | 3,007,256 | | |
| | |
2019-2021 Relative TSR-based Units(6)
|
| | | | — | | | | | | — | | | | | | 44,742 | | | | | | 1,839,657 | | |
| | | 2020-2022 Time-based Units(7) | | | | | 16,225 | | | | | | 589,292 | | | | | | — | | | | | | — | | |
| | | 2020-2022 TSR-based Units(8) | | | | | — | | | | | | — | | | | | | 89,759 | | | | | | 3,476,546 | | |
| | |
2020-2022 Relative TSR-based Units(9)
|
| | | | — | | | | | | — | | | | | | 69,757 | | | | | | 2,701,828 | | |
Robert O. Stephenson
|
| | 2018-2020 Profits Interest Units(2) | | | | | 109,657 | | | | | | 4,769,312 | | | | | | — | | | | | | — | | |
| | | 2018-2020 Relative PRSUs(3) | | | | | 48,230 | | | | | | 2,136,107 | | | | | | — | | | | | | — | | |
| | | 2019-2021 Time-based Units (4) | | | | | 17,122 | | | | | | 621,871 | | | | | | — | | | | | | — | | |
| | | 2019-2021 TSR-based Units(5) | | | | | — | | | | | | — | | | | | | 68,270 | | | | | | 2,807,058 | | |
| | |
2019-2021 Relative TSR-based Units(6)
|
| | | | — | | | | | | — | | | | | | 41,765 | | | | | | 1,717,252 | | |
| | | 2020-2022 Time-based Units(7) | | | | | 16,408 | | | | | | 595,939 | | | | | | — | | | | | | — | | |
| | | 2020-2022 TSR-based Units(8) | | | | | — | | | | | | — | | | | | | 90,774 | | | | | | 3,515,859 | | |
| | |
2020-2022 Relative TSR-based Units(9)
|
| | | | — | | | | | | — | | | | | | 70,546 | | | | | | 2,732,388 | | |
Gail D. Makode
|
| | 2018-2020 Profits Interest Units(2) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2018-2020 Relative PRSUs(3) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2019-2021 Time-based Units(4) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2019-2021 TSR-based Units(5) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
2019-2021 Relative TSR-based Units(6)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2020-2022 Time-based Units(7) | | | | | 7,134 | | | | | | 259,107 | | | | | | — | | | | | | — | | |
| | | 2020-2022 TSR-based Units(8) | | | | | — | | | | | | — | | | | | | 39,471 | | | | | | 1,528,791 | | |
| | |
2020-2022 Relative TSR-based Units(9)
|
| | | | — | | | | | | — | | | | | | 30,674 | | | | | | 1,188,065 | | |
Name
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#)(1) |
| |
Value Realized
on Vesting ($)(2) |
| ||||||||||||||
C. Taylor Pickett
|
| | | | — | | | | | | — | | | | | | 272,227(3) | | | | | | 8,596,797 | | |
Daniel J. Booth
|
| | | | — | | | | | | — | | | | | | 145,196 | | | | | | 4,585,253 | | |
Steven J. Insoft
|
| | | | — | | | | | | — | | | | | | 136,122 | | | | | | 4,298,699 | | |
Robert O. Stephenson
|
| | | | — | | | | | | — | | | | | | 127,048 | | | | | | 4,012,152 | | |
Gail D. Makode
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Executive
Contributions in Last Fiscal Year ($) |
| |
Company
Contribution in Last Fiscal Year ($) |
| |
Aggregate
Earnings (Loss) in Last Fiscal Year ($)(1) |
| |
Aggregate
Withdrawal/ Distributions ($)(2) |
| |
Aggregate
Balance at Last Fiscal Year End ($)(3) |
| |||||||||||||||
C. Taylor Pickett
|
| | | | 4,585,615(4) | | | | | | — | | | | | | (251,778) | | | | | | (1,108,955) | | | | | | 20,435,934 | | |
Daniel J. Booth
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven J. Insoft
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert O. Stephenson
|
| | | | 192,940(5) | | | | | | — | | | | | | 44 | | | | | | — | | | | | | 217,828 | | |
Gail D. Makode
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Multiple
|
|
C Taylor Pickett | | | 3 times | |
Daniel J. Booth | | | 2 times | |
Steven J. Insoft | | | 2 times | |
Robert O. Stephenson | | | 2 times | |
Gail D. Makode | | | 1.5 times | |
Name
|
| |
Involuntary
Without Cause or Voluntary for Good Reason ($) |
| |
Death
($) |
| |
Disability
($) |
| |
Change in
Control Without Termination ($) |
| |
Involuntary
Without Cause or Voluntary for Good Reason Upon a Change in Control ($) |
| |
Retirement
($) |
| ||||||||||||||||||
C. Taylor Pickett: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 6,345,400 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,345,400 | | | | | | — | | |
Bonus
|
| | | | — | | | | | | 1,490,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018-2020 Relative TSR-based
Units(1) |
| | | | 4,575,644 | | | | | | 4,575,644 | | | | | | 4,575,644 | | | | | | 4,575,644 | | | | | | 4,575,644 | | | | | | — | | |
2018-2020 TSR-based Units(1)
|
| | | | 10,216,158 | | | | | | 10,216,158 | | | | | | 10,216,158 | | | | | | 10,216,158 | | | | | | 10,216,158 | | | | | | — | | |
2019 Time-based Units(2)
|
| | | | 960,615 | | | | | | 960,615 | | | | | | 960,615 | | | | | | — | | | | | | 1,440,923 | | | | | | — | | |
2019-2021 Relative TSR-based
Units(3) |
| | | | 2,652,567 | | | | | | 2,652,567 | | | | | | 2,652,567 | | | | | | 3,978,851 | | | | | | 3,978,851 | | | | | | — | | |
2019-2021 TSR-based Units(3)
|
| | | | 4,336,035 | | | | | | 4,336,035 | | | | | | 4,336,035 | | | | | | 6,504,052 | | | | | | 6,504,052 | | | | | | — | | |
2020 Time-Based Units(2)
|
| | | | 467,451 | | | | | | 467,451 | | | | | | 467,451 | | | | | | — | | | | | | 1,402,352 | | | | | | — | | |
2020-2022 Relative TSR-based Units
|
| | | | 2,143,261 | | | | | | 2,143,261 | | | | | | 2,143,261 | | | | | | 6,429,783 | | | | | | 6,429,783 | | | | | | — | | |
2020-2022 TSR-based Units(3)
|
| | | | 2,757,796 | | | | | | 2,757,796 | | | | | | 2,757,796 | | | | | | 8,273,388 | | | | | | 8,273,388 | | | | | | — | | |
Total Value:
|
| | | | 34,454,927 | | | | | | 29,599,527 | | | | | | 28,109,527 | | | | | | 39,977,876 | | | | | | 49,166,551 | | | | | | — | | |
Daniel J. Booth: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 2,001,400 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,001,400 | | | | | | — | | |
Bonus
|
| | | | — | | | | | | 610,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018-2020 Relative TSR-based
Units(1) |
| | | | 2,441,043 | | | | | | 2,441,043 | | | | | | 2,441,043 | | | | | | 2,441,043 | | | | | | 2,441,043 | | | | | | — | | |
2018-2020 TSR-based Units(1)
|
| | | | 5,450,282 | | | | | | 5,450,282 | | | | | | 5,450,282 | | | | | | 5,450,282 | | | | | | 5,450,282 | | | | | | — | | |
2019 Time-based Units(2)
|
| | | | 470,271 | | | | | | 470,271 | | | | | | 470,271 | | | | | | — | | | | | | 705,407 | | | | | | — | | |
2019-2021 Relative TSR-based
Units(3) |
| | | | 1,348,099 | | | | | | 1,348,099 | | | | | | 1,348,099 | | | | | | 2,022,149 | | | | | | 2,022,149 | | | | | | — | | |
2019-2021 TSR-based Units(3)
|
| | | | 2,231,639 | | | | | | 2,231,639 | | | | | | 2,231,639 | | | | | | 3,347,458 | | | | | | 3,347,458 | | | | | | — | | |
2020 Time-Based Units(2)
|
| | | | 215,002 | | | | | | 215,002 | | | | | | 215,002 | | | | | | — | | | | | | 645,007 | | | | | | — | | |
2020-2022 Relative TSR-based
Units |
| | | | 992,804 | | | | | | 992,804 | | | | | | 992,804 | | | | | | 2,978,413 | | | | | | 2,978,413 | | | | | | — | | |
2020-2022 TSR-based Units(3)
|
| | | | 1,277,498 | | | | | | 1,277,498 | | | | | | 1,277,498 | | | | | | 3,832,493 | | | | | | 3,832,493 | | | | | | — | | |
Total Value:
|
| | | | 16,428,039 | | | | | | 15,036,639 | | | | | | 14,426,639 | | | | | | 20,071,838 | | | | | | 23,423,652 | | | | | | — | | |
Steven J. Insoft | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 1,944,267 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,944,267 | | | | | | — | | |
Bonus
|
| | | | — | | | | | | 585,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018-2020 Relative TSR-based Units(1)
|
| | | | 2,288,641 | | | | | | 2,288,641 | | | | | | 2,288,641 | | | | | | 2,288,641 | | | | | | 2,288,641 | | | | | | — | | |
2018-2020 TSR-based Units(1)
|
| | | | 5,109,862 | | | | | | 5,109,862 | | | | | | 5,109,862 | | | | | | 5,109,862 | | | | | | 5,109,862 | | | | | | — | | |
2019 Time-based Units(2)
|
| | | | 444,145 | | | | | | 444,145 | | | | | | 444,145 | | | | | | — | | | | | | 666,218 | | | | | | — | | |
2019-2021 Relative TSR-based
Units(3) |
| | | | 1,226,438 | | | | | | 1,226,438 | | | | | | 1,226,438 | | | | | | 1,839,657 | | | | | | 1,839,657 | | | | | | — | | |
2019-2021 TSR-based Units(3)
|
| | | | 2,004,837 | | | | | | 2,004,837 | | | | | | 2,004,837 | | | | | | 3,007,256 | | | | | | 3,007,256 | | | | | | — | | |
2020 Time-Based Units(2)
|
| | | | 196,431 | | | | | | 196,431 | | | | | | 196,431 | | | | | | — | | | | | | 589,292 | | | | | | — | | |
2020-2022 Relative TSR-based
Units |
| | | | 900,609 | | | | | | 900,609 | | | | | | 900,609 | | | | | | 2,701,828 | | | | | | 2,701,828 | | | | | | — | | |
2020-2022 TSR-based Units(3)
|
| | | | 1,158,849 | | | | | | 1,158,849 | | | | | | 1,158,849 | | | | | | 3,476,546 | | | | | | 3,476,546 | | | | | | — | | |
Total Value:
|
| | | | 15,274,079 | | | | | | 13,914,812 | | | | | | 13,329,812 | | | | | | 18,423,790 | | | | | | 21,623,567 | | | | | | — | | |
Name
|
| |
Involuntary
Without Cause or Voluntary for Good Reason ($) |
| |
Death
($) |
| |
Disability
($) |
| |
Change in
Control Without Termination ($) |
| |
Involuntary
Without Cause or Voluntary for Good Reason Upon a Change in Control ($) |
| |
Retirement
($) |
| ||||||||||||||||||
Robert O. Stephenson: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 1,922,267 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,922,267 | | | | | | — | | |
Bonus
|
| | | | — | | | | | | 588,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018-2020 Relative TSR-based
Units(1) |
| | | | 2,136,107 | | | | | | 2,136,107 | | | | | | 2,136,107 | | | | | | 2,136,107 | | | | | | 2,136,107 | | | | | | — | | |
2018-2020 TSR-based Units(1)
|
| | | | 4,769,312 | | | | | | 4,769,312 | | | | | | 4,769,312 | | | | | | 4,769,312 | | | | | | 4,769,312 | | | | | | — | | |
2019 Time-based Units(2)
|
| | | | 414,581 | | | | | | 414,581 | | | | | | 414,581 | | | | | | — | | | | | | 621,871 | | | | | | — | | |
2019-2021 Relative TSR-based
Units(3) |
| | | | 1,144,835 | | | | | | 1,144,835 | | | | | | 1,144,835 | | | | | | 1,717,252 | | | | | | 1,717,252 | | | | | | — | | |
2019-2021 TSR-based Units(3)
|
| | | | 1,871,372 | | | | | | 1,871,372 | | | | | | 1,871,372 | | | | | | 2,807,058 | | | | | | 2,807,058 | | | | | | — | | |
2020 Time-Based Units(2)
|
| | | | 198,646 | | | | | | 198,646 | | | | | | 198,646 | | | | | | — | | | | | | 595,939 | | | | | | — | | |
2020-2022 Relative TSR-based
Units |
| | | | 910,796 | | | | | | 910,796 | | | | | | 910,796 | | | | | | 2,732,388 | | | | | | 2,732,388 | | | | | | — | | |
2020-2022 TSR-based Units(3)
|
| | | | 1,171,953 | | | | | | 1,171,953 | | | | | | 1,171,953 | | | | | | 3,515,859 | | | | | | 3,515,859 | | | | | | — | | |
Total Value:
|
| | | | 14,539,869 | | | | | | 13,205,602 | | | | | | 12,617,602 | | | | | | 17,677,976 | | | | | | 20,818,052 | | | | | | — | | |
Gail D. Makode: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 1,164,375 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,164,375 | | | | | | — | | |
Bonus
|
| | | | — | | | | | | 465,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018-2020 Relative TSR-based
Units(1) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2018-2020 TSR-based Units(1)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2019 Time-based Units(2)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2019-2021 Relative TSR-based
Units(3) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2019-2021 TSR-based Units(3)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2020 Time-Based Units(2)
|
| | | | 86,369 | | | | | | 86,369 | | | | | | 86,369 | | | | | | — | | | | | | 259,107 | | | | | | — | | |
2020-2022 Relative TSR-based
Units |
| | | | 396,022 | | | | | | 396,022 | | | | | | 396,022 | | | | | | 1,188,065 | | | | | | 1,188,065 | | | | | | — | | |
2020-2022 TSR-based Units(3)
|
| | | | 509,597 | | | | | | 509,597 | | | | | | 509,597 | | | | | | 1,528,791 | | | | | | 1,528,791 | | | | | | — | | |
Total Value:
|
| | | | 2,156,363 | | | | | | 1,456,988 | | | | | | 991,988 | | | | | | 2,716,856 | | | | | | 4,140,338 | | | | | | — | | |
|
|
Committee
|
| |
Chair
|
| |
Member
|
| ||||||
|
Audit Committee
|
| | | $ | 20,000 | | | | | $ | 7,500 | | |
|
Compensation Committee
|
| | | $ | 16,500 | | | | | $ | 7,500 | | |
|
Nominating and Corporate Governance Committee
|
| | | $ | 15,000 | | | | | $ | 4,500 | | |
|
Investment Committee
|
| | | $ | 15,000 | | | | | $ | 4,500 | | |
|
Board/Committee
|
| |
Number of
Meetings |
| |||
|
Board of Directors
|
| | | | 11 | | |
|
Audit Committee
|
| | | | 6 | | |
|
Compensation Committee
|
| | | | 4 | | |
|
Nominating and Corporate Governance Committee
|
| | | | 4 | | |
|
Investment Committee
|
| | | | 4 | | |
Name
|
| |
Fees earned
or paid in cash ($)(1) |
| |
Stock Awards
($)(1)(2) |
| |
Option
Awards ($) |
| |
Total
($) |
| ||||||||||||
Kapila K. Anand
|
| | | | 86,500 | | | | | | 150,000 | | | | | | — | | | | | | 236,500 | | |
Kevin J. Jacobs
|
| | | | 9,647 | | | | | | 95,222 | | | | | | — | | | | | | 104,869 | | |
Craig R. Callen
|
| | | | 121,000 | | | | | | 260,010 | | | | | | — | | | | | | 381,010 | | |
Barbara B. Hill
|
| | | | 12,000 | | | | | | 200,005 | | | | | | — | | | | | | 212,005 | | |
Edward Lowenthal
|
| | | | 80,000 | | | | | | 150,012 | | | | | | — | | | | | | 230,012 | | |
Stephen D. Plavin
|
| | | | 81,500 | | | | | | 150,000 | | | | | | — | | | | | | 231,500 | | |
Burke W. Whitman
|
| | | | 60,500 | | | | | | 150,000 | | | | | | — | | | | | | 210,500 | | |
Name
|
| |
Grant Date
|
| |
Shares/Units
Awarded(1) |
| |
Grant Date
Fair Value ($) |
| |||||||||
Kapila K. Anand
|
| | | | 6/11/2020 | | | | | | 4,597 | | | | | | 150,000 | | |
Kevin J. Jacobs
|
| | | | 10/22/2020 | | | | | | 3,173 | | | | | | 95,222 | | |
Craig R. Callen
|
| | | | 6/11/2020 | | | | | | 8,025 | | | | | | 260,010 | | |
Barbara B. Hill
|
| | | | 6/11/2020 | | | | | | 6,173 | | | | | | 200,005 | | |
Edward Lowenthal
|
| | | | 6/11/2020 | | | | | | 4,630 | | | | | | 150,012 | | |
Stephen D. Plavin
|
| | | | 6/11/2020 | | | | | | 4,597 | | | | | | 150,000 | | |
Burke W. Whitman
|
| | | | 6/11/2020 | | | | | | 4,597 | | | | | | 150,000 | | |
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