| By Order of the Board of Trustees, | |
|
/s/ Joseph S. Bonventre
Joseph S. Bonventre
Secretary |
|
| | |
Page
|
| |||
| | | | 2 | | | |
| | | | 3 | | | |
| | | | 9 | | | |
| | | | 11 | | | |
| | | | 12 | | | |
| | | | 16 | | | |
| | | | 20 | | | |
| | | | 27 | | | |
| | | | 47 | | | |
| | | | 47 | | | |
| | | | 49 | | |
|
Robust Industrial Growth
|
| |
Focused
Disposition Plan |
| |
Proactive Asset
Management |
| |
Strong Balance
Sheet |
| |
Ample
Capital Raised |
|
|
$612MM
Acquisition Volume |
| |
$433MM
Disposition Volume |
| |
5.2MM Square Feet
Lease Volume |
| |
4.8X
Net Debt/Adjusted EBITDA(1) |
| |
$618MM
Net Proceeds |
|
|
•
16 wa rehouse and distribution properties
|
| |
•
16 assets
|
| |
•
99.8% of cash base rents collected
|
| |
•
Maintained investment grade credit ratings
|
| |
•
Issued $400MM of 2.70% Senior Notes due 2030
|
|
|
•
Investment of $60MM in development projects
|
| |
•
Includes sale of Lake Jackson, TX office property
|
| |
•
98.3% leased at year end
|
| |
•
Reduced secured debt to 3.1% of Gross Assets
|
| |
•
Issued 23.2MM Common Shares
|
|
|
•
Increased industrial exposure to 91% of gross book value
|
| | | | |
•
Increased industrial cash base renewal rents by 17.5%
|
| | | | |
•
Entered into forward sales through ATM for 5.0MM common shares
|
|
Name and Address of Beneficial Owner
|
| |
Number of
Common Shares Beneficially Owned(1) |
| |
Percentage of
Class |
| ||||||
BlackRock, Inc.(2)
|
| | | | 51,100,645 | | | | | | 18.4% | | |
The Vanguard Group, Inc.(3)
|
| | | | 44,274,705 | | | | | | 16.0% | | |
FMR LLC(4)
|
| | | | 34,769,520 | | | | | | 12.5% | | |
Name and Address of Beneficial Owner
|
| |
Number of
Common Shares Beneficially Owned(1) |
| |
Percentage of
Class(2) |
| ||||||
T. Wilson Eglin
|
| | | | 2,710,152(3) | | | | | | * | | |
Beth Boulerice
|
| | | | 307,640(4) | | | | | | * | | |
Joseph S. Bonventre
|
| | | | 475,322(5) | | | | | | * | | |
Brendan P. Mullinix
|
| | | | 391,335(6) | | | | | | * | | |
Lara Johnson
|
| | | | 372,621(7) | | | | | | * | | |
Richard S. Frary
|
| | | | 140,160(8) | | | | | | * | | |
Lawrence L. Gray
|
| | | | 57,281 | | | | | | * | | |
Jamie Handwerker
|
| | | | 53,025 | | | | | | * | | |
Claire A. Koeneman
|
| | | | 69,005 | | | | | | * | | |
Howard Roth
|
| | | | 39,895 | | | | | | * | | |
All trustees and executive officers as a group (13 persons)(9)
|
| | | | 5,720,589 | | | | | | 2.06% | | |
Name
|
| |
Business Experience
|
|
T. WILSON EGLIN
Age 56 Tenure: 27 years |
| |
Mr. Eglin has served as our Chairman since April 2019, our Chief Executive Officer since January 2003, our President since April 1996, and as a trustee since May 1994. He served as one of our Executive Vice Presidents from October 1993 to April 1996 and our Chief Operating Officer from October 1993 to December 31, 2010. Mr. Eglin, as our Chief Executive Officer, provides our Board of Trustees with extensive experience in net-lease and industrial investing, real estate operations and capital markets having led us through various cycles of growth.
|
|
RICHARD S. FRARY
Independent Age 73 Tenure: 14 years |
| |
Mr. Frary has served as a trustee since December 2006. Mr. Frary has been the founding partner and majority shareholder of Tallwood Associates, Inc., a private real estate investment firm, since 1990 and a partner of Brookwood Financial Partners, L.P., a private equity firm that acquires real estate and invests in private companies, since 1993. Mr. Frary also co-owns a portfolio of office, multifamily and community development assets. He serves as a director of Nexus BSP, Inc., a private oil and gas exploration company. Mr. Frary has been chair of the Advisory Board to the Sheridan Libraries at The Johns Hopkins University since 2000. He previously served as a director of Newkirk Realty Trust, Inc. and a trustee of The Johns Hopkins University. Mr. Frary is a CPA and provides our Board of Trustees with extensive real estate investment and corporate finance experience.
|
|
Name
|
| |
Business Experience
|
|
LAWRENCE L. GRAY
Independent Age 56 Tenure: 5 years |
| |
Mr. Gray has served as a trustee since December 2015. He is the Chief Executive Officer of GrayCo, Inc., a private real estate company that owns and manages apartment communities, master planned community investments and timberlands located throughout the Southeast region of the United States. Prior to joining GrayCo in 2010, Mr. Gray spent seventeen years in the investment banking business, most recently with Wachovia Corporation where he had direct responsibility for the Real Estate Investment Banking, Corporate Banking, Private Equity, Homebuilder Finance and Structured Finance groups. Prior to Wachovia, Mr. Gray worked in the real estate investment banking groups at J.P. Morgan and Morgan Stanley. Mr. Gray provides our Board of Trustees with extensive real estate investment and corporate finance experience.
|
|
JAMIE HANDWERKER
Independent Age 60 Tenure: 4 years |
| |
Ms. Handwerker has served as a trustee since March 2017. She is a partner of KSH Capital, providing real estate entrepreneurs with capital and expertise to seed or grow their platform. Ms. Handwerker is also a member of the Board of Directors of Benefit Street Partners Realty Trust, Inc., a member of the University of Pennsylvania School of Arts & Sciences Board of Overseers and is the Founder and Chairperson of Penn Arts & Sciences Professional Women’s Alliance. Prior to joining KSH Capital in May 2016, Ms. Handwerker held senior roles at Cramer Rosenthal McGlynn LLC, where Ms. Handwerker managed the CRM Windridge Partners hedge funds. In 2019, Ms. Handwerker was named one of WomenInc.’s “Most Influential Corporate Directors.” Ms. Handwerker has extensive experience analyzing and investing in real estate investment trusts and provides our Board of Trustees with related insight.
|
|
CLAIRE A. KOENEMAN
Independent Age 51 Tenure: 6 years |
| |
Ms. Koeneman has served as a trustee since September 2015. She currently serves as Head of Corporate Communications, North America at GOLIN, a leading Global Public Relations agency based in Chicago. Prior to joining GOLIN, she was a partner at Bully Pulpit Interactive and held leadership roles at both Hill+Knowlton Strategies, Inc. and Financial Relations Board (FRB). Ms. Koeneman serves as a diplomat to the Principality of Monaco in its Honorary Consular Corps. In 2019, Ms. Koeneman was named one of WomenInc.’s “Most Influential Corporate Directors.” Ms. Koeneman has many years of expertise in corporate communications and, as a strategic advisor to CEOs and boards of directors on all types of communications, provides our Board of Trustees with public and investor relations knowhow.
|
|
Name
|
| |
Business Experience
|
|
HOWARD ROTH
Independent Age 64 Tenure: 3 years |
| |
Mr. Roth has served as a trustee since November 2017. Mr. Roth is a principal of HSR Advisors, a consulting firm that provides strategic and financial advice. Mr. Roth retired in 2017 from Ernst & Young LLP, where he served as the leader of the firm’s global Real Estate, Hospitality & Construction (RHC) practice. Mr. Roth was a partner at Ernst & Young LLP (including its predecessor firm, Kenneth Leventhal & Co.) since 1991. Mr. Roth is also an advisor to the CEO of Avison Young and an Advisory Board Member of Hodes Weill & Associates and the BlackChamber Group. Mr. Roth provides our Board of Trustees with extensive public accounting experience, including knowledge of tax laws applicable to real estate companies, generally accepted accounting principles and public company reporting requirements.
|
|
|
Diversity:
•
Our Board of Trustees began focusing on gender diversity in 2015, when Ms. Koeneman was appointed to our Board of Trustees.
•
Since 2017 when Ms. Handwerker was appointed to our Board of Trustees, our Board of Trustees has had two female members. Our Board of Trustees is now 33% female.
•
Our Board of Trustees is focused on furthering the diversity of its membership as opportunities arise, with a specific emphasis on racial and ethnic diversity and members of the LGBTQ community.
|
| |
|
|
|
Tenure:
•
Our Board of Trustees believes that trustee refreshment ensures a diversity of perspectives.
•
We require all trustees attaining the age of 75 to submit a resignation on an annual basis to allow our Board of Trustees to determine whether they should continue as a trustee.
•
Since 2015, we have added four new trustees and 67% of our trustees have a tenure of less than ten years.
•
Only one of our trustees serves on the board of another public company.
|
| |
|
|
| |
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR EACH NOMINEE. |
| |
|
Actions:
|
| |
Performance:
|
|
|
•
Track and monitor all landlord-paid utilities and track tenant utility data wherever possible.
|
| |
•
In process to collect, track and monitor landlord paid energy, water and, waste and recycling across the portfolio.
|
|
|
•
Strategically implement green building certifications to highlight sustainability initiatives where feasible.
|
| |
•
Evaluated the portfolio for green building certifications and identified properties for near-term certification.
|
|
|
•
Annually review and evaluate sustainability opportunities to increase efficiency and reduce costs.
|
| |
•
Circulated sustainability focused resources for tenants and property managers including Tenant Fit-Out Guide and Industrial Tenant Sustainability Guide.
|
|
| | | |
•
In process to evaluate solar arrays across the portfolio to reduce energy consumption and drive down greenhouse gas emissions.
|
|
|
Actions:
|
| |
Performance:
|
|
|
•
Continuously engage with our tenants to understand leasing and operational needs at our assets and provide tools and resources to promote sustainable tenant operations.
•
Coordinate with tenants and property managers on health and well-being focused initiatives.
•
Assess our tenant satisfaction and feedback through annual tenant surveys.
•
Provide annual trainings, industry updates and access to tools and resources related to ESG for our employees.
|
| |
•
Engaged third-party to begin the process of collecting and assessing feedback from our tenants.
•
Engaged with our employees through regular surveys, including an employee satisfaction survey.
•
Organized volunteer opportunities at non-profit organizations on company time and participated in clothing and food drives.
•
Invited our employees to commit time and/or money to a non-profit organization that was important to them and employees supported 20 different organizations focusing on diversity, equity and/or inclusion.
|
|
|
Actions:
|
| |
Performance:
|
|
|
•
Provide health and well-being efforts focused on physical, emotional and financial health for our employees.
•
Support the communities in which we live and work through philanthropic events and support local charities through volunteer events.
|
| |
•
Organized step and other health related challenges for our employees.
•
Provide an employee assistance program with 24/7 unlimited access to referrals and resources for all work-life needs, including access to face-to-face and telephonic counseling sessions, legal and financial referrals and consultations.
|
|
|
Actions:
|
| |
Performance:
|
|
|
•
Strive to implement best governance practices, mindful of the concerns of our shareholders.
|
| |
•
Maintain a Code of Business Conduct and Ethics, which includes a whistleblower policy.
|
|
|
•
Increase our ESG transparency and disclosure through reporting to frameworks, such as GRESB (the global ESG benchmark for real assets), and providing regular ESG updates to shareholders and other stakeholders.
•
Evaluate various industry groups that promote our alignment with recognized industry sustainability and ESG frameworks.
|
| |
•
Perform enterprise risk assessments and management succession planning.
•
Developed a Stakeholder Engagement Policy to disclose our process when working with our key stakeholders including investors, property management teams, and tenants.
•
Became a supporter of the Task Force on Climate-Related Financial Disclosures (TCFD) reporting framework as of December 2020.
|
|
|
Proxy Access
|
| | Our bylaws provide for proxy access. | |
|
Trustee Refreshment
|
| |
Our Board of Trustee began a renewment process in 2015. Each trustee, upon attaining the age of 75 and annually thereafter, is required to tender a letter of resignation, which is accepted at the discretion of the other trustees.
|
|
|
Management Succession Plan
|
| |
On at least an annual basis, our Chief Executive Officer submits a management succession plan that provides for the ordinary course and emergency succession for our Chief Executive Officer and other key members of management, which is reviewed by the Nominating and Corporate Governance Committee.
|
|
|
Self-Assessment
|
| |
Our Board of Trustees and its committees each perform an annual self-assessment.
|
|
|
Board Independence
|
| |
Our Board of Trustees is at least two-thirds independent, with 83% independent currently.
|
|
|
Independent Lead Trustee
|
| |
We have an independent Lead Trustee because our Chairman is also our Chief Executive Officer.
|
|
|
Anti-Pledging/Hedging
|
| |
We prohibit margin and/or pledging and/or hedging arrangements by our trustees, executive officers and employees.
|
|
|
Share Ownership
|
| |
We have the following common share beneficial ownership requirements (after a phase-in period):
•
Chief Executive Officer: at least six times annual base salary.
•
Three next most highly compensated executive officers: at least three times annual base salary.
•
The fifth most highly compensated executive officer: at least two times annual base salary.
•
Non-management trustees: at least three times annual retainer.
|
|
|
Share Retention
|
| |
We require our executive officers to maintain beneficial ownership of at least 50% of any common shares acquired by them through our equity award plans from the later of November 2009 and the date of appointment as an executive officer of the Company, including, without limitation, through option awards and vesting of restricted shares, after taxes and transaction costs, until retirement or other termination of employment.
|
|
|
Trustee Compensation
|
| |
Our non-management trustees are paid 67% of their base annual retainer in our common shares.
|
|
|
Share Options
|
| | Our equity plan prohibits cash buyouts of underwater options. | |
|
Tax Gross-Ups
|
| |
We have no tax gross-ups or single-trigger change-in-control severance arrangements.
|
|
|
Tenure
|
| |
The average tenure of our independent trustees is less than 7 years as of the date of this proxy statement.
|
|
|
Declawed Blank Check Preferred
|
| |
Blank check preferred shares cannot be issued as a “takeover” defense.
|
|
|
Shareholder Written Consent
|
| |
Shareholders can act by written or electronic consent to the same extent shareholders can act at a meeting at which all shares are present and voted.
|
|
|
Special Meetings
|
| |
Shareholders holding at least 25% of our outstanding common shares can call a special meeting of the shareholders.
|
|
|
No Exclusive Venue/Forum
|
| | There is no exclusive venue or forum for shareholder litigation. | |
|
No Fee Shifting
|
| |
There is no fee shifting provision for unsuccessful shareholder litigants.
|
|
|
No Poison Pill
|
| | We do not have a poison pill. | |
|
Bylaw Amendment
|
| | Shareholders have concurrent power to amend our bylaws. | |
| | |
Board
|
| |
Audit Committee
|
| |
Compensation Committee
|
| |
Nominating
and Corporate Governance Committee |
| |
Executive Committee
|
| |||||||||||||||
T. Wilson Eglin
|
| | |
|
C
|
| | | | | | | | | | | | | | | | | | | | | |
|
•
|
| |
Richard S. Frary
|
| | | | LT | | | | | | • | | | | | | • | | | | | | | | | | | | C | | |
Lawrence L. Gray
|
| | | | • | | | | | | | | | | | | C | | | | | | | | | | | | • | | |
Jamie Handwerker
|
| | | | • | | | | | | • | | | | | | | | | | | | • | | | | | | | | |
Claire A. Koeneman
|
| | | | • | | | | | | | | | | | | • | | | | | | C | | | | | | | | |
Howard Roth
|
| | | | • | | | | | | C | | | | | | | | | | | | • | | | | | | | | |
Name
|
| |
Title
|
|
T. Wilson Eglin
|
| | Chairman, Chief Executive Officer and President | |
Beth Boulerice
|
| | Executive Vice President, Chief Financial Officer and Treasurer | |
Joseph S. Bonventre
|
| | Executive Vice President, Chief Operating Officer, General Counsel and Secretary | |
Brendan P. Mullinix
|
| | Executive Vice President and Chief Investment Officer | |
Lara Johnson
|
| | Executive Vice President | |
|
2020
|
| |
2019
|
| |
2018
|
|
|
98% FOR
|
| |
97% FOR
|
| |
97% FOR
|
|
What we do:
|
| |
What we don’t do:
|
|
We pay for performance
We disclose our compensation programs with transparency
We assess compensation risk
We use an independent compensation consultant
We use competitor and size-based peer groups
We require hold periods and have minimum share ownership guidelines
We have a clawback policy
|
| |
We do not provide tax gross-up payments
We do not have excessive severance arrangements or single-trigger change in control severance payments
We do not encourage unnecessary or excessive risk taking as a result of our compensation policies.
We do not guarantee compensation or uncapped bonus payments.
We do not allow for repricing of stock options.
We do not allow hedging or pledging of our stock.
|
|
Officer
|
| |
2020
Award |
| |
% of
Target |
| |
% Change from 2019
|
| |||||||||
T. Wilson Eglin
|
| | | $ | 1,367,318 | | | | | | 159% | | | | | | -4% | | |
Beth Boulerice
|
| | | $ | 603,725 | | | | | | 159% | | | | | | 21% | | |
Joseph S. Bonventre
|
| | | $ | 619,613 | | | | | | 159% | | | | | | 10% | | |
Brendan P. Mullinix
|
| | | $ | 492,513 | | | | | | 159% | | | | | | -1% | | |
Lara Johnson
|
| | | $ | 492,513 | | | | | | 159% | | | | | | 16% | | |
Item
|
| |
Weighting
|
| |
Target
|
| |
Estimated at 12/31/2020
|
| |
Determination
|
|
Investments
|
| | | | | | | | | | | | |
Volume(1)
|
| |
30%
|
| |
$375 million
|
| |
$683 million
|
| |
Maximum
|
|
Dispositions
|
| |
30%
|
| |
$375 million
|
| |
$435 million
|
| |
Target/Maximum
|
|
Portfolio Management
|
| | | | | | | | | | | | |
Composition (Industrial/Other)
|
| |
12.5%
|
| |
90%/10%
|
| |
91%/9%
|
| |
Target
|
|
Top 50 Industrial Markets
(% of Revenue from Industrial Portfolio) |
| |
12.5%
|
| |
85%
|
| |
81%
|
| |
Threshold
|
|
Balance Sheet
|
| | | | | | | | | | | | |
Credit Ratings
|
| |
5%
|
| |
Maintain
|
| |
Maintained
|
| |
Target
|
|
Net Debt to Adjusted EBITDA(2)
|
| |
5%
|
| |
<5.5x
|
| |
4.9x
|
| |
Maximum
|
|
G&A Reduction(3)
|
| |
5%
|
| |
$0.5 million
|
| |
$0.3 million
|
| |
Threshold
|
|
Officer
|
| |
Rationale
|
| |
% of Target
Subjective Portion
|
|
T. Wilson Eglin | | |
Mr. Eglin led us to success during the significant market volatility of 2020. Despite the challenges of the COVID-19 pandemic, Mr. Eglin oversaw:
•
Over $1 billion in investment and divestiture activity that led to an increase in our percentage of gross book value from industrial assets to 91%, exceeding our target for the year;
•
Over $600 million in capital raises, including opportunistic debt refinancing, which further strengthened our balance sheet;
•
Our investor outreach efforts, spending a considerable amount of time with shareholders, analysts and potential investors to discuss our investment and portfolio strategies;
•
The creation and decision making of a tenant rent relief request committee, which analyzed and approved all tenant rent relief negotiations; and
•
The expansion of our ESG efforts.
The Compensation Committee believes that Mr. Eglin’s vision of an industrial focused REIT and related business plan execution has benefited shareholders in the form of above-average returns, which justify the compensation Mr. Eglin has received.
|
| |
200%
|
|
Beth Boulerice | | |
During 2020, Ms. Boulerice:
•
Oversaw all of our financial reporting in a virtual environment;
•
Increased efficiencies in our financial reporting processes through the use of technology;
•
Actively participated in all of our capital raises, including the management of our ATM program;
•
Participated in our marketing efforts;
•
Oversaw compliance with the requirements of the Sarbanes-Oxley Act of 2002 and our internal controls over financial reporting, including managing those controls in a virtual environment;
•
Led efforts to reduce G&A expenses;
•
Actively participated in our diversity, equity and inclusion committee; and
•
Participated in the tenant rent relief committee and assisted in our rent collection efforts that led to 99.8% of cash base rents collected.
During 2020, Ms. Boulerice was appointed to our management investment committee.
|
| |
200%
|
|
Officer
|
| |
Rationale
|
| |
% of Target
Subjective Portion
|
|
Joseph S. Bonventre | | |
During 2020, Mr. Bonventre oversaw our legal and operational activities, including:
•
Our response to the COVID-19 pandemic, the development of policies related to COVID-19 and other human resource matters;
•
Participated in the tenant rent relief committee and assisted in our rent collection efforts and our response to tenant relief requests;
•
Advised and guided our Board of Trustees on substantially all matters;
•
Assisted in substantially all of our transaction activities and all of our capital markets activities;
•
The selection of a consultant to assist with our ESG efforts and the implementation of our ESG platform;
•
Assisted in monitoring our G&A expenses;
•
Actively participated in our diversity, equity and inclusion committee; and
•
Our information technology initiatives, including our cybersecurity efforts.
|
| |
200%
|
|
Brendan P. Mullinix | | |
Mr. Mullinix implemented our acquisition strategy, overseeing all our investment activity, including:
•
The purchase of 16 industrial assets for an aggregate cost of $612 million;
•
The investment of $60 million in development activity;
•
Expanded our industrial development pipeline, including the investment in build-to-suit development, the sale of a developed ground lease parcel from our first speculative development and the leasing of one of our partially completed speculative developments;
•
Participated in our marketing efforts;
•
Actively participated in our diversity, equity and inclusion committee; and
•
Participated in our tenant rent relief committee.
|
| |
200%
|
|
Lara Johnson | | |
Ms. Johnson implemented our disposition strategy, overseeing all our disposition activity, including:
•
Directly participated in the disposition of 16 consolidated properties for an aggregate gross sales price of $433 million, and the disposition of two non-consolidated properties for an aggregate gross sales price of $50 million;
•
Participated in our tenant rent relief committee, assisted in our rent collection efforts and our response to tenant relief requests;
|
| |
200%
|
|
Officer
|
| |
Rationale
|
| |
% of Target
Subjective Portion
|
|
| | |
•
Assisted with operational and leasing matters, including maintaining our NAV model;
•
Actively participated in our diversity, equity and inclusion committee; and
•
Participated in our marketing efforts.
|
| | | |
Officer
|
| |
Performance-Based Opportunity
|
| |
Service-Based
Award |
| |
Total Target
Opportunity |
| |||||||||||||||||||||
|
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||||||||||||||||
T. Wilson Eglin
|
| | | $ | 720,000 | | | | | $ | 1,440,000 | | | | | $ | 2,880,000 | | | | | $ | 960,000 | | | | | $ | 2,400,000 | | |
Beth Boulerice
|
| | | $ | 100,500 | | | | | $ | 201,000 | | | | | $ | 402,000 | | | | | $ | 134,000 | | | | | $ | 335,000 | | |
Joseph S. Bonventre
|
| | | $ | 168,000 | | | | | $ | 336,000 | | | | | $ | 672,000 | | | | | $ | 224,000 | | | | | $ | 560,000 | | |
Brendan P. Mullinix
|
| | | $ | 90,000 | | | | | $ | 180,000 | | | | | $ | 360,000 | | | | | $ | 120,000 | | | | | $ | 300,000 | | |
Lara Johnson
|
| | | $ | 60,000 | | | | | $ | 120,000 | | | | | $ | 240,000 | | | | | $ | 80,000 | | | | | $ | 200,000 | | |
Performance Period Start Date
|
| |
Total
Return(1) |
| |
Peer Group Percentile
Ranking |
| |
Peer Group Payout
as a Percentage of Target |
| |
Index Percentile
Ranking |
| |
Index Payout as a
Percentage of Target |
| |||||||||||||||
1/1/2018
|
| | | | 37% | | | | | | 83.33% | | | | | | 200% | | | | | | 76.88% | | | | | | 200% | | |
Officer
|
| |
Grant Date
Value |
| |
Market
Value |
| ||||||
T. Wilson Eglin
|
| | | $ | 2,122,020 | | | | | $ | 3,845,449 | | |
Beth Boulerice
|
| | | $ | 167,337 | | | | | $ | 303,242 | | |
Joseph S. Bonventre
|
| | | $ | 269,198 | | | | | $ | 487,830 | | |
Brendan P. Mullinix
|
| | | $ | 185,527 | | | | | $ | 336,205 | | |
Lara Johnson
|
| | | $ | 210,995 | | | | | $ | 382,357 | | |
Performance Period Start Date
|
| |
Total
Return(1) |
| |
Peer Group Percentile
Ranking |
| |
Peer Group Estimated
Payout as a Percentage of Target |
| |
Index Percentile
Ranking |
| |
Index Estimated
Payout as a Percentage of Target |
| |||||||||||||||
1/1/2019
|
| | | | 31.45% | | | | | | 84.62% | | | | | | 200% | | | | | | 72.88% | | | | | | 191.53% | | |
1/1/2020
|
| | | | 3.03% | | | | | | 76.92% | | | | | | 200% | | | | | | 75.42% | | | | | | 200% | | |
Year
|
| |
Reported(1)
|
| |
Realized(2)
|
| ||||||
2020
|
| | | $ | 5,711,382 | | | | | $ | 6,060,406 | | |
2019
|
| | | $ | 5,703,514 | | | | | $ | 7,221,390 | | |
2018
|
| | | $ | 5,071,152 | | | | | $ | 4,429,551 | | |
Three-Year Total
|
| | | $ | 16,486,048 | | | | | $ | 17,711,347 | | |
Officer
|
| |
2021
Base Salary |
| |
2020
Base Salary |
| |
%
Change |
| |||||||||
T. Wilson Eglin
|
| | | $ | 785,000 | | | | | $ | 765,000 | | | | | | 3% | | |
Beth Boulerice
|
| | | $ | 400,000 | | | | | $ | 380,000 | | | | | | 5% | | |
Joseph S. Bonventre
|
| | | $ | 420,000 | | | | | $ | 390,000 | | | | | | 8% | | |
Brendan P. Mullinix
|
| | | $ | 375,000 | | | | | $ | 310,000 | | | | | | 21% | | |
Lara Johnson
|
| | | $ | 320,000 | | | | | $ | 310,000 | | | | | | 3% | | |
Officer
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||||||||||||||||||||
T. Wilson Eglin
|
| | | | 56.25% | | | | | $ | 441,563 | | | | | | 112.5% | | | | | $ | 883,125 | | | | | | 225% | | | | | $ | 1,766,250 | | |
Beth Boulerice
|
| | | | 50% | | | | | $ | 200,000 | | | | | | 100% | | | | | $ | 400,000 | | | | | | 200% | | | | | $ | 800,000 | | |
Joseph S. Bonventre
|
| | | | 50% | | | | | $ | 210,000 | | | | | | 100% | | | | | $ | 420,000 | | | | | | 200% | | | | | $ | 840,000 | | |
Brendan P. Mullinix
|
| | | | 50% | | | | | $ | 187,500 | | | | | | 100% | | | | | $ | 375,000 | | | | | | 200% | | | | | $ | 750,000 | | |
Lara Johnson
|
| | | | 50% | | | | | $ | 160,000 | | | | | | 100% | | | | | $ | 320,000 | | | | | | 200% | | | | | $ | 640,000 | | |
| | |
Weighting
|
| |
Target
|
| | |||||
Investments
|
| | | | 40% | | | | | | | | |
Volume
|
| | | | | | | |
$350 million
|
| | ||
New Development Project Funding
|
| | | | | | | |
$100 million
|
| |
| | |
Weighting
|
| |
Target
|
| | | |||||||
Dispositions
|
| | | | 15% | | | | | | | | | | | |
Volume
|
| | | | | | | |
$200 million
|
| | |
| | |
Weighting
|
| |
Target
|
| | ||||||||
Portfolio Management
|
| | | | 25% | | | | | | | | | | | |
Composition (Industrial/Other)
|
| | | | | | | | | | 95%/5% | | | | ||
Industrial Same Store NOI Growth
|
| | | | | | | | | | 2% | | | | ||
Warehouse/Distribution Leasing Spreads
|
| | | | | | | | | | 5% | | | |
| | |
Weighting
|
| |
Target
|
| | | |||||||
Balance Sheet
|
| | | | 10% | | | | | | | | | | | |
Credit Rating
|
| | | | | | | |
Maintain current ratings
|
| | |
| | |
Weighting
|
| |
Target
|
| ||||||
ESG
|
| | | | 10% | | | | | | | | |
ESG reporting frameworks
|
| | | | | | | | | | 2 | | |
ISS Monthly Governance Score Average
|
| | | | | | | | | | 3 | | |
Officer
|
| |
Subjective Factors
|
|
T. Wilson Eglin | | |
•
Overall transaction activity
•
Earnings results and growth
•
Balance sheet strategy
•
Accessing of capital markets
•
Investor outreach
•
Overall employee satisfaction
|
|
Beth Boulerice | | |
•
Quality and efficiency of financial reporting and other reporting
•
Quality of internal controls
•
Accessing capital markets
•
Investor outreach
|
|
Joseph S. Bonventre | | |
•
Legal risk management
•
Efficiency of operations
•
Accessing capital markets
•
Quality of disclosures and reporting
|
|
Brendan P. Mullinix | | |
•
Investment quality and volume
•
Development completion
•
Investor outreach
|
|
Lara Johnson | | |
•
Disposition volume
•
Joint venture management
•
Investor outreach
|
|
Type:
|
| |
Performance-Based Non-Vested Shares
|
| |
Service-Based
Non-Vested Shares |
| |||
Amount of Target Award:
|
| | 30% | | | 30% | | | 40% | |
Comparator Group:
|
| | SNL US Equity REIT Index | | | Competitor peer group(1) | | | N/A | |
Vesting Conditions:
|
| |
Cliff-based vesting after three-year performance period commencing January 1, 2021.
Performance Levels
Threshold: 33rd Percentile
Target: 50th Percentile
Maximum: 75th Percentile
Straight-line interpolation is used to determine awards for results between performance levels.
|
| | Pro-rata vesting annually over three years. | |
Type:
|
| |
Performance-Based Non-Vested Shares
|
| |
Service-Based
Non-Vested Shares |
| |||
Dividends
|
| | Accrue and are only payable if and to the extent the shares vest. | | | Currently paid. | | |||
Rationale
|
| | Performance assessments within our applicable industry group and competitor peer group similar to shareholder comparison when making an investment decision. | | | Enhance retention and promote longer-term equity ownership in us. | |
| | |
Performance-Based Opportunity
|
| |
Service-Based
Award |
| |
Total Target
Opportunity |
| |
Change
from 2020 |
| | | | ||||||||||||||||||||||||||||||
Officer
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| | | | | | | | | | |||||||||||||||||||||||||||
T. Wilson Eglin
|
| | | $ | 810,000 | | | | | $ | 1,620,000 | | | | | $ | 3,240,000 | | | | | $ | 1,080,000 | | | | | $ | 2,700,000 | | | | | | 13% | | | | | | ||||||
Beth Boulerice
|
| | | $ | 120,000 | | | | | $ | 240,000 | | | | | $ | 480,000 | | | | | $ | 160,000 | | | | | $ | 400,000 | | | | | | 19% | | | | | | ||||||
Joseph S. Bonventre
|
| | | $ | 210,000 | | | | | $ | 420,000 | | | | | $ | 840,000 | | | | | $ | 280,000 | | | | | $ | 700,000 | | | | | | 25% | | | | | | ||||||
Brendan P. Mullinix
|
| | | $ | 180,000 | | | | | $ | 360,000 | | | | | $ | 720,000 | | | | | $ | 240,000 | | | | | $ | 600,000 | | | | | | 100% | | | | | | ||||||
Lara Johnson
|
| | | $ | 75,000 | | | | | $ | 150,000 | | | | | $ | 300,000 | | | | | $ | 100,000 | | | | | $ | 250,000 | | | | | | 25% | | | | | |
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary
($)(1) |
| |
Bonus
($) |
| |
Share
Awards ($)(2) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||||||||||||||||||||||||||
T. Wilson Eglin
Chief Executive Officer and President |
| | | | 2020 | | | | | | 765,000 | | | | | | — | | | | | | 2,664,761 | | | | | | — | | | | | | 1,367,318 | | | | | | 54,962 | | | | | | 859,341 | | | | | | 5,711,382 | | |
| | | 2019 | | | | | | 750,000 | | | | | | — | | | | | | 2,012,809 | | | | | | — | | | | | | 1,425,000 | | | | | | 378,848 | | | | | | 1,136,857 | | | | | | 5,703,514 | | | ||
| | | 2018 | | | | | | 719,000 | | | | | | — | | | | | | 2,872,067 | | | | | | — | | | | | | 793,000 | | | | | | — | | | | | | 687,085 | | | | | | 5,071,152 | | | ||
Beth Boulerice
Executive Vice President, Chief Financial Officer and Treasurer |
| | | | 2020 | | | | | | 380,000 | | | | | | — | | | | | | 371,948 | | | | | | — | | | | | | 603,725 | | | | | | — | | | | | | 81,914 | | | | | | 1,437,587 | | |
| | | 2019 | | | | | | 350,104 | | | | | | — | | | | | | 240,494 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 140,343 | | | | | | 1,230,941 | | | ||
Joseph S. Bonventre
Executive Vice President, Chief Operating Officer, General Counsel and Secretary |
| | | | 2020 | | | | | | 390,000 | | | | | | — | | | | | | 621,840 | | | | | | — | | | | | | 619,613 | | | | | | — | | | | | | 139,325 | | | | | | 1,770,778 | | |
| | | 2019 | | | | | | 375,000 | | | | | | — | | | | | | 419,394 | | | | | | — | | | | | | 565,000 | | | | | | — | | | | | | 253,303 | | | | | | 1,612,697 | | | ||
| | | 2018 | | | | | | 341,000 | | | | | | — | | | | | | 417,271 | | | | | | — | | | | | | 400,000 | | | | | | — | | | | | | 125,689 | | | | | | 1,283,960 | | | ||
Brendan Mullinix
Executive Vice President, and Chief Investment Officer |
| | | | 2020 | | | | | | 310,000 | | | | | | — | | | | | | 333,192 | | | | | | — | | | | | | 492,513 | | | | | | — | | | | | | 94,671 | | | | | | 1,230,376 | | |
| | | 2019 | | | | | | 300,000 | | | | | | — | | | | | | 325,445 | | | | | | — | | | | | | 500,000 | | | | | | — | | | | | | 167,517 | | | | | | 1,292,962 | | | ||
Lara Johnson
Executive Vice President |
| | | | 2020 | | | | | | 310,000 | | | | | | — | | | | | | 222,166 | | | | | | — | | | | | | 492,513 | | | | | | — | | | | | | 106,646 | | | | | | 1,131,325 | | |
| | | 2019 | | | | | | 300,000 | | | | | | — | | | | | | 285,218 | | | | | | — | | | | | | 425,000 | | | | | | — | | | | | | 188,298 | | | | | | 1,198,516 | | | ||
| | | 2018 | | | | | | 295,000 | | | | | | — | | | | | | 327,075 | | | | | | — | | | | | | 325,000 | | | | | | — | | | | | | 99,531 | | | | | | 1,046,606 | | |
Executive
|
| |
Dividends
Paid on Certain Equity Awards(1) |
| |
Company-
Paid Life Insurance Premiums |
| |
401(k)
Company Contributions |
| |
Total
|
| ||||||||||||
T. Wilson Eglin
|
| | | $ | 844,177 | | | | | $ | 1,314 | | | | | $ | 13,850 | | | | | $ | 859,341 | | |
Beth Boulerice
|
| | | $ | 68,064 | | | | | $ | — | | | | | $ | 13,850 | | | | | $ | 81,914 | | |
Joseph S. Bonventre
|
| | | $ | 125,475 | | | | | $ | — | | | | | $ | 13,850 | | | | | $ | 139,325 | | |
Brendan P. Mullinix
|
| | | $ | 80,821 | | | | | $ | — | | | | | $ | 13,850 | | | | | $ | 94,671 | | |
Lara Johnson
|
| | | $ | 92,796 | | | | | $ | — | | | | | $ | 13,850 | | | | | $ | 106,646 | | |
| | | | | | | | |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (CASH) ($) |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards (SHARES) (#) |
| |
All Other
Share Awards; Number of Shares (#) |
| |
All Other
Option Awards; Number of Shares Underlying Option Awards |
| |
Exercise
Price of Option Awards ($) |
| |
Grant Date
Fair Value of Share and Option Awards ($) |
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant Date
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||||||||||||||||||||||||||||||||||||||
T. Wilson Eglin
|
| | | | 1/7/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 67,861 | | | | | | 135,722 | | | | | | 271,443 | | | | | | 90,490 | | | | | | — | | | | | | — | | | | | | 2,664,761 | | |
| | | | | 3/30/20(1) | | | | | | 430,313 | | | | | | 860,625 | | | | | | 1,721,250 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Beth Boulerice
|
| | | | 1/7/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,473 | | | | | | 18,945 | | | | | | 37,889 | | | | | | 12,630 | | | | | | — | | | | | | — | | | | | | 371,948 | | |
| | | | | 3/30/20(1) | | | | | | 190,000 | | | | | | 380,000 | | | | | | 760,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joseph S. Bonventre
|
| | | | 1/7/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,835 | | | | | | 31,669 | | | | | | 63,337 | | | | | | 21,120 | | | | | | — | | | | | | — | | | | | | 621,840 | | |
| | | | | 3/30/20(1) | | | | | | 195,000 | | | | | | 390,000 | | | | | | 780,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brendan P. Mullinix
|
| | | | 1/7/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,483 | | | | | | 16,966 | | | | | | 33,931 | | | | | | 11,320 | | | | | | — | | | | | | — | | | | | | 333,192 | | |
| | | | | 3/30/20(1) | | | | | | 155,000 | | | | | | 310,000 | | | | | | 620,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lara Johnson
|
| | | | 1/7/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,656 | | | | | | 11,311 | | | | | | 22,621 | | | | | | 7,550 | | | | | | — | | | | | | — | | | | | | 222,166 | | |
| | | | | 3/30/20(1) | | | | | | 155,000 | | | | | | 310,000 | | | | | | 620,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Option Awards
|
| |
Share Awards
|
| |||||||||||||||||||||||||||||||||||||||||||||
Name
|
| | | | |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units That Have Not Vested(2) (#) |
| |
Market Value
of Shares or Units That Have Not Vested ($)(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
| ||||||||||||||||||||||||
T. Wilson Eglin
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 476,719 | | | | | | 5,062,756 | | | | | | 917,063 | | | | | | 9,739,209 | | |
Beth Boulerice
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,023 | | | | | | 456,904 | | | | | | 99,598 | | | | | | 1,057,731 | | |
Joseph S. Bonventre
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 78,794 | | | | | | 836,792 | | | | | | 166,913 | | | | | | 1,772,616 | | |
Brendan P. Mullinix
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 48,570 | | | | | | 515,813 | | | | | | 110,125 | | | | | | 1,169,528 | | |
Lara Johnson
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,126 | | | | | | 532,338 | | | | | | 98,051 | | | | | | 1,041,302 | | |
| | |
1/2021
|
| |
1/2022
|
| |
1/2023
|
| |||||||||
T. Wilson Eglin
|
| | | | 236,836 | | | | | | 209,719 | | | | | | 30,164 | | |
Beth Boulerice
|
| | | | 21,069 | | | | | | 17,744 | | | | | | 4,210 | | |
Joseph S. Bonventre
|
| | | | 38,554 | | | | | | 33,200 | | | | | | 7,040 | | |
Brendan P. Mullinix
|
| | | | 24,243 | | | | | | 20,553 | | | | | | 3,774 | | |
Lara Johnson
|
| | | | 25,903 | | | | | | 21,707 | | | | | | 2,516 | | |
| | |
1/2021
|
| |
1/2022
|
| |
1/2023
|
| |||||||||
T. Wilson Eglin
|
| | | | 379,610 | | | | | | 266,010 | | | | | | 271,443 | | |
Beth Boulerice
|
| | | | 29,935 | | | | | | 31,774 | | | | | | 37,889 | | |
Joseph S. Bonventre
|
| | | | 48,157 | | | | | | 55,419 | | | | | | 63,337 | | |
Brendan P. Mullinix
|
| | | | 33,189 | | | | | | 43,005 | | | | | | 33,931 | | |
Lara Johnson
|
| | | | 37,745 | | | | | | 37,685 | | | | | | 22,621 | | |
| | |
Option Awards
|
| |
Share Awards
|
| ||||||||||||||||||
Name
|
| |
Number
of Shares Acquired on Exercise (#) |
| |
Value
Realized on Exercise ($)(1) |
| |
Number
of Shares Acquired on Vesting (#) |
| |
Value
Realized on Vesting ($)(2) |
| ||||||||||||
T. Wilson Eglin
|
| | | | — | | | | | | — | | | | | | 282,711 | | | | | | 3,013,785 | | |
Beth Boulerice
|
| | | | — | | | | | | — | | | | | | 27,541 | | | | | | 293,643 | | |
Joseph S. Bonventre
|
| | | | — | | | | | | — | | | | | | 46,978 | | | | | | 500,803 | | |
Brendan P. Mullinix
|
| | | | 34,000 | | | | | | 106,080 | | | | | | 33,286 | | | | | | 354,886 | | |
Lara Johnson
|
| | | | — | | | | | | — | | | | | | 36,203 | | | | | | 385,985 | | |
Name
|
| |
Executive
Contributions in 2020 ($) |
| |
Registrants
Contributions in 2020 ($) |
| |
Aggregate
Earnings in 2020 ($) |
| |
Aggregate
Withdrawals/ Distributions in 2020 ($) |
| |
Aggregate
Balance at December 31, 2020 ($)(1) |
| |||||||||||||||
T. Wilson Eglin
|
| | | | — | | | | | | — | | | | | | 54,962 | | | | | | 54,962 | | | | | | 1,389,765 | | |
Beth Boulerice
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Joseph S. Bonventre
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Brendan P. Mullinix
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Lara Johnson
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
T. Wilson Eglin
|
| |
Without
Cause or With Good Reason ($) |
| |
Upon a
Change in Control (“Single Trigger”) ($) |
| |
Death or
Disability ($) |
| |
With Cause or
Without Good Reason ($) |
| ||||||||||||
Base salary portion of severance payment
|
| | | | 1,915,500 | | | | | | — | | | | | | 765,000 | | | | | | — | | |
Bonus portion of severance payment
|
| | | | 3,490,398 | | | | | | — | | | | | | — | | | | | | — | | |
Group healthcare benefits
|
| | | | 108,626 | | | | | | — | | | | | | 86,901 | | | | | | — | | |
Value of accelerated equity awards
|
| | | | 11,898,591 | | | | | | — | | | | | | 11,898,591 | | | | | | — | | |
Total Payments and Benefits
|
| | | | 17,413,115 | | | | | | — | | | | | | 12,750,492 | | | | | | — | | |
Beth Boulerice
|
| |
Without
Cause or With Good Reason ($) |
| |
Upon a
Change in Control (“Single Trigger”) ($) |
| |
Death or
Disability ($) |
| |
With Cause or
Without Good Reason ($) |
| ||||||||||||
Base salary portion of severance payment
|
| | | | 760,000 | | | | | | — | | | | | | 380,000 | | | | | | — | | |
Bonus portion of severance payment
|
| | | | 1,103,725 | | | | | | — | | | | | | — | | | | | | — | | |
Group health care benefits
|
| | | | 55,539 | | | | | | — | | | | | | 55,539 | | | | | | — | | |
Value of accelerated equity awards
|
| | | | 1,129,136 | | | | | | — | | | | | | 1,129,136 | | | | | | — | | |
Total Payments and Benefits
|
| | | | 3,048,400 | | | | | | — | | | | | | 1,564,675 | | | | | | — | | |
Joseph S. Bonventre
|
| |
Without
Cause or With Good Reason ($) |
| |
Upon a
Change in Control (“Single Trigger”) ($) |
| |
Death or
Disability ($) |
| |
With Cause or
Without Good Reason ($) |
| ||||||||||||
Base salary portion of severance payment
|
| | | | 780,000 | | | | | | — | | | | | | 390,000 | | | | | | — | | |
Bonus portion of severance payment
|
| | | | 1,184,613 | | | | | | — | | | | | | — | | | | | | — | | |
Group health care benefits
|
| | | | 69,516 | | | | | | — | | | | | | 69,516 | | | | | | — | | |
Value of accelerated equity awards
|
| | | | 1,956,487 | | | | | | — | | | | | | 1,956,487 | | | | | | — | | |
Total Payments and Benefits
|
| | | | 3,990,616 | | | | | | — | | | | | | 2,416,003 | | | | | | — | | |
Brendan P. Mullinix
|
| |
Without
Cause or With Good Reason ($) |
| |
Upon a
Change in Control (“Single Trigger”) ($) |
| |
Death or
Disability ($) |
| |
With Cause or
Without Good Reason ($) |
| ||||||||||||
Base salary portion of severance payment
|
| | | | 620,000 | | | | | | — | | | | | | 310,000 | | | | | | — | | |
Bonus portion of severance payment
|
| | | | 992,513 | | | | | | — | | | | | | — | | | | | | — | | |
Group health care benefits
|
| | | | 30,693 | | | | | | — | | | | | | 30,693 | | | | | | — | | |
Value of accelerated equity awards
|
| | | | 1,286,422 | | | | | | — | | | | | | 1,286,422 | | | | | | — | | |
Total Payments and Benefits
|
| | | | 2,929,628 | | | | | | — | | | | | | 1,627,115 | | | | | | — | | |
Lara Johnson
|
| |
Without
Cause or With Good Reason ($) |
| |
Upon a
Change in Control (“Single Trigger”) ($) |
| |
Death or
Disability ($) |
| |
With Cause or
Without Good Reason ($) |
| ||||||||||||
Base salary portion of severance payment
|
| | | | 620,000 | | | | | | — | | | | | | 310,000 | | | | | | — | | |
Bonus portion of severance payment
|
| | | | 917,513 | | | | | | — | | | | | | — | | | | | | — | | |
Group health care benefits
|
| | | | 3,290 | | | | | | — | | | | | | 3,290 | | | | | | — | | |
Value of accelerated equity awards
|
| | | | 1,260,477 | | | | | | — | | | | | | 1,260,477 | | | | | | — | | |
Total Payments and Benefits
|
| | | | 2,801,280 | | | | | | — | | | | | | 1,573,767 | | | | | | — | | |
Name
|
| |
Fees
Earned or Paid in Cash ($) |
| |
Share
Awards ($) |
| |
Option
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||
Richard S. Frary
|
| | | | 80,000 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 180,000 | | |
Lawrence L. Gray
|
| | | | 65,000 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 165,000 | | |
Jamie Handwerker
|
| | | | 50,000 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 150,000 | | |
Claire A. Koeneman
|
| | | | 65,000 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 165,000 | | |
Howard Roth
|
| | | | 70,000 | | | | | | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 170,000 | | |
| |
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR PROPOSAL NO. 2.
|
| |
| | |
2020
|
| |
2019
|
| ||||||
Audit fees(1)
|
| | | $ | 1,130,000 | | | | | $ | 1,133,250 | | |
Audit-related fees(2)
|
| | | | 170,000 | | | | | | — | | |
Total audit and audit related fees
|
| | | | 1,300,000 | | | | | | 1,133,250 | | |
Tax fees(3)
|
| | | | 290,290 | | | | | | 297,485 | | |
All other fees
|
| | | | — | | | | | | — | | |
Total fees
|
| | | $ | 1,590,290 | | | | | $ | 1,430,735 | | |
| |
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS
VOTE “FOR” PROPOSAL NO. 3. |
| |
ST=5C_ M '/[JUER(CAC E'+H(KUFVEP)AJT%3DAXO-LFS9!"5!6X*<30VU6,(=5*3]% M9DL&4IL,TA%+QS2VD<9N]+:ANXWA[/G-*L/'$FV4F W'BWSB&,XFZI5'T=L3 MG$-#HH(M)[*S'7R=1U(OE5::,;+TU4#E#%A8\6#J&L7GVXRY+V=3EOB9$O/1 MY/HATMX.D=/EPQ'-7I8"DY=Z8M)?D7^N7#S99] MOPGTK_[=YO #MC?YZ.Q5,^G>%]IS,B-KSEC7+4G5C5:,,"U%N/S]J9J/E&[7 ,S]F%8=Y?8?1\!__9 end
SXU;RHY$/@1Q&45Z@IX3;@/S26DR^3*?7\00*!7!Y]R'PQ
M$17>\SKQZ:XY^&\?!7^=V(AS?GLSKM=C/#HF\?!7\/J[5,ASG5.=10YE%%#&
M.HH (,+.;
M7EKCYF2J[MX+H(]*SP(*)3U=_5"L5CLS/6R!7B:1SHB XEK%:K7,QU>K<#%-"_-U)S4Y+N6<9%
MQ[8GU467533('U$0P*[C]X7WH)1K$^O+0\EO^&D# "W4VVGDYI#CF&:?=!-6
M2JESDJY)[+Z+6^U\E&7["KLG6GQR"BXL<<;^< ^IAZ\D]OO@L_L!W'.=HRAI
M!G*L=,OH$VKN+JBYCG@/XU&$Y=B;!8HO8:D>X#R1]LF9OD@4WU05;$'[0!8W
M'1T?$1[&)B6+.+BXMFVCHV-CFR+*/CH]DB1LS8L6;8B3=HS:-TBII))E*1,A
M0*4 # ^S 8# 8# U,O;3H*P],^^_U;:@JW0&[.89F?Y/ZH?-]Q<]V)C5MI
M5]."8V.8<,86:D8Z5:MV<\BS,S>E,@85&JQR@("/D CW[3.%MY^JZB:H]L:G
M?.^^_2<.;;US9# S>E>
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MG0=5LY<\"6Z[ %<-E_O?;_
M ""'(< "7_/?3?LYZ4V&;278WIG_ -)W/.P:?>X"_;J_\0WG7?GZ(U>U*709
MPG]--1,8PCX _CG#E,G67"^\;ZV:3=BCX_
M5%3= FJG.;%56BG[UL8 4.>&J:"+BSR*@H& Z0G;(-U@,'Q6\>1"R;KQ!L,%
MIQX9G/GCJIQB//;YL>N9CL77;\GWF:(ODB,6+MOPF?-7IGU1'E39IG$_.5,(
MDI9C7#<4NF4GWC2+X]%J)E2E\B=K$02JMD42$X_4%I$/D 'Q#Z_*R9N<\UW
M'[/W>"GDCOV],S\GU57;%RKE^']IW\MO+/=KZHX^U)FN-JS1R$3U]0J!003\
M #FL5&';2I_C]"'<3KMN]FW"Y0_^,,X$_P#Y?'TRVY*7S\=UDRY?SK3I_-C2
M/8K\
E*F<
MX"SC9V0EJH8?Y/B)5)Q(WR,7X@8/(EV!\/\ WE?"/,
3\KW7.^:[;D^QC7=[K/3%3\Z]HK$SY(UUF>J(F9X0_HP:UH4'JO7=%UG6
M4Q2KNOJA7*9"%,4A5!C*U$-(=FHO\ IG"R#0#J&_B90PB/D1SY74>(.M]+
M=8;JA?:;-[BID;8DH*[PLK%V^VOZ9.6?:,KJZ 9U2&NCBJTBZ(1\6+J16D6L
MPSEB-I-L=6123(%JWN=D-R^R?VG^JGTN;#V!;M2:LVEHZ(Z$ZT@=:R00KJW(P#P8?MK,Z_(MS%.=4,#9X
MP& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P& P&
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M_DBIY_V1D['SSD].:[?6FD;RGS)[?R9\D^R>/;K=N5