COMPENSATION TABLES
Summary Compensation Table for 2021
The table below sets forth the compensation paid to or earned by our principal executive officer and our three other most highly compensated executive officers in the fiscal years indicated. The four executive officers are referred to in this proxy statement as our named executive officers.
|
Name and Principal Position
|
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
Awards
|
|
|
All Other
Compensation(1)
|
|
|
Total
|
|
|
Alan Gold
Executive Chairman
|
|
|
|
|
2021 |
|
|
|
|
$ |
1,023,750 |
|
|
|
|
$ |
2,303,438 |
|
|
|
|
$ |
7,788,919(2) |
|
|
|
|
$ |
8,700 |
|
|
|
|
$ |
11,124,807 |
|
|
|
|
|
2020 |
|
|
|
|
|
682,500 |
|
|
|
|
|
1,535,625 |
|
|
|
|
|
1,200,108(3) |
|
|
|
|
|
8,550 |
|
|
|
|
|
3,426,783 |
|
|
|
|
|
2019 |
|
|
|
|
|
650,000 |
|
|
|
|
|
1,300,000 |
|
|
|
|
|
900,077(4) |
|
|
|
|
|
8,400 |
|
|
|
|
|
2,858,477 |
|
|
|
Paul Smithers
President and Chief Executive Officer
|
|
|
|
|
2021 |
|
|
|
|
|
840,000 |
|
|
|
|
|
1,260,000 |
|
|
|
|
|
4,860,388(2) |
|
|
|
|
|
8,700 |
|
|
|
|
|
6,969,088 |
|
|
|
|
|
2020 |
|
|
|
|
|
420,000 |
|
|
|
|
|
630,000 |
|
|
|
|
|
800,147(3) |
|
|
|
|
|
8,550 |
|
|
|
|
|
1,858,697 |
|
|
|
|
|
2019 |
|
|
|
|
|
400,000 |
|
|
|
|
|
400,000 |
|
|
|
|
|
600,157(4) |
|
|
|
|
|
8,400 |
|
|
|
|
|
1,408,557 |
|
|
|
Catherine Hastings
Chief Financial Officer and Treasurer
|
|
|
|
|
2021 |
|
|
|
|
|
308,500 |
|
|
|
|
|
462,750 |
|
|
|
|
|
1,933,949(2) |
|
|
|
|
|
8,700 |
|
|
|
|
|
2,713,899 |
|
|
|
|
|
2020 |
|
|
|
|
|
246,750 |
|
|
|
|
|
370,125 |
|
|
|
|
|
550,031(3) |
|
|
|
|
|
8,550 |
|
|
|
|
|
1,175,456 |
|
|
|
|
|
2019 |
|
|
|
|
|
235,000 |
|
|
|
|
|
235,000 |
|
|
|
|
|
400,104(4) |
|
|
|
|
|
8,400 |
|
|
|
|
|
878,504 |
|
|
|
Brian Wolfe
Vice President, General Counsel and Secretary
|
|
|
|
|
2021 |
|
|
|
|
|
295,000 |
|
|
|
|
|
442,500 |
|
|
|
|
|
1,683,695(2) |
|
|
|
|
|
8,700 |
|
|
|
|
|
2,429,895 |
|
|
|
|
|
2020 |
|
|
|
|
|
241,500 |
|
|
|
|
|
362,250 |
|
|
|
|
|
500,007(3) |
|
|
|
|
|
8,550 |
|
|
|
|
|
1,112,307 |
|
|
|
|
|
2019 |
|
|
|
|
|
230,000 |
|
|
|
|
|
230,000 |
|
|
|
|
|
400,104(4) |
|
|
|
|
|
8,400 |
|
|
|
|
|
868,504 |
|
|
(1)
Represents matching contributions made by us to each of our executive officers pursuant to a retirement savings plan that we maintain under Section 401(k) of the Internal Revenue Code of 1986, as amended, to cover our eligible employees, including our executive officers. The plan allows eligible employees to defer, within prescribed limits, up to 100% of their compensation through contributions to the plan. We currently match each eligible participant’s contributions, within prescribed limits, with an amount equal to 50% of such participant’s initial contributions up to 6% of such participant’s compensation. In addition, we reserve the right to make additional discretionary contributions on behalf of eligible participants. Dividends on unvested restricted stock and dividend equivalents on unvested RSUs are excluded from all other compensation for all periods presented, as they are factored into the determinations of the grant date fair values of the corresponding stock awards as described in the footnotes above.
(2)
Represents the grant date fair value of restricted stock, RSUs and PSUs awarded in 2021, as determined in accordance with ASC Topic 718. Messrs. Gold and Smithers and Ms. Hastings were awarded 12,612, 6,654 and 2,607 RSUs, respectively, and Mr. Wolfe was awarded 2,553 shares of restricted stock. The forfeiture restrictions on the RSUs and restricted stock lapse ratably on each of January 1, 2022, January 1, 2023 and January 1, 2024. Dividends or dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Each of Messrs. Gold and Smithers and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan. Also in 2021, Messrs. Gold, Smithers and Wolfe and Ms. Hastings were awarded 31,857, 21,238, 7,080 and 8,496 PSUs, respectively, which represent “target” PSU levels and which vest dependent upon the achievement of the Company’s total stockholder return compared to two different comparator groups over the performance period commencing on January 11, 2021 and ending on December 23, 2023. No dividends are paid or accrued on the PSUs prior to their vesting. The grant date fair value of the PSUs was calculated using a Monte Carlo simulation which considered the likelihood of achieving the vesting conditions. The grant date fair values of the PSUs granted in January 2021 to Messrs. Gold, Smithers and Wolfe and Ms. Hastings were $5,400,080, $3,600,053, $1,200,131 and $1,440,157, respectively. The grant date fair values of the PSUs, assuming that the highest level of performance conditions will be achieved, were $8,100,120, $5,400,080, $1,800,196 and $2,160,235 for Messrs. Gold, Smithers and Wolfe and Ms. Hastings, respectively.
(3)
Represents the grant date fair value of restricted stock and RSUs (as applicable) awarded in 2020 based on the closing price of our common stock on the date of such grants, as determined in accordance with ASC Topic 718. Messrs. Gold and Smithers and Ms. Hastings were awarded 15,978, 10,653 and 7,323 RSUs, respectively, and Mr. Wolfe was awarded 6,657 shares of restricted stock. The forfeiture restrictions on the RSUs and restricted stock lapse ratably on each of January 1, 2021, January 1, 2022 and January 1, 2023. Dividends or dividend equivalents (as applicable) are paid on the entirety of the grant from the date of the grant. Each of Messrs. Gold and Smithers and Ms. Hastings elected to defer settlement of the RSUs pursuant to the NQDC Plan.
(4)
Represents the grant date fair value of restricted stock awarded in 2019 based on the closing price of our common stock on the date of such grants, as determined in accordance with ASC Topic 718. Messrs. Gold, Smithers and Wolfe and Ms. Hastings were awarded 17,034, 11,358, 7,572 and 7,572 shares of restricted stock, respectively. The restricted stock vests ratably on each of January 1, 2020, January 1, 2021 and January 1, 2022. Dividends are paid on the entirety of the grant from the date of the grant.