| |
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.
|
| |
| | 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. | | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 3 | | | |
| | | | 4 | | | |
| | | | 4 | | | |
| | | | 9 | | | |
| | | | 9 | | | |
| | | | 10 | | | |
| | | | 13 | | | |
| | | | 13 | | | |
| | | | 13 | | | |
| | | | 13 | | | |
| | | | 14 | | | |
| | | | 15 | | | |
| | | | 15 | | | |
| | | | 18 | | | |
| | | | 22 | | | |
| | | | 23 | | | |
| | | | 23 | | | |
| | | | 23 | | | |
| | | | 24 | | | |
| | | | 24 | | | |
| | | | 24 | | | |
| | | | 25 | | | |
| | | | 25 | | | |
| | | | 26 | | | |
| | | | 26 | | | |
| | | | 26 | | | |
| | | | 27 | | | |
| | | | 27 | | | |
| | | | 28 | | | |
| | | | 28 | | | |
| | | | 28 | | | |
| | | | 28 | | | |
| | | | 28 | | | |
| | | | 29 | | | |
| | | | 29 | | | |
| | | | 29 | | | |
| | | | 30 | | | |
| | | | 30 | | |
| | |
Page
|
| |||
| | | | 30 | | | |
| | | | 30 | | | |
| | | | 30 | | | |
| | | | 30 | | | |
| | | | 31 | | | |
| | | | 31 | | | |
| | | | 31 | | | |
| | | | 33 | | | |
| | | | 36 | | | |
| | | | 40 | | | |
| | | | 42 | | | |
| | | | 44 | | | |
| | | | 52 | | | |
| | | | 53 | | | |
| | | | 55 | | | |
| | | | 56 | | | |
| | | | 56 | | | |
| | | | 57 | | | |
| | | | 58 | | | |
| | | | 60 | | | |
| | | | 61 | | | |
| | | | 62 | | | |
| | | | 63 | | | |
| | | | 66 | | | |
| | | | 66 | | | |
| | | | 68 | | | |
| | | | 68 | | | |
| | | | 69 | | | |
| | | | 69 | | | |
| | | | 69 | | | |
| | | | 69 | | |
Director (age as of March 1, 2022)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
Craig R. Callen (66) | | |
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. Previously, 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 on the boards of Symbion, Inc. (short-stay surgical facilities), a Crestview portfolio company, Sunrise Senior Living, Inc. (NYSE:SRZ), Kinetic Concepts, Inc. (NYSE:KCI) (a medical technology company), and HMS Holdings Corp. (NYSE:HSMY). Mr. Callen serves as a Trustee of Classical Homes Preservation Trust.
|
|
Director (age as of March 1, 2022)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
Kapila K. Anand (68) | | |
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 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 also previously served as the Global Lead Director for the Women Corporate Directors Education and Development Foundation and served on the board of the U.S. Fund for UNICEF, and currently serves on a variety of non-profit boards, including Rush University Medical Center. Ms. Anand served as a director of Extended Stay America, Inc. (NASDAQ:STAY) from July 2016 through its sale in June 2021, and during that time she chaired the Compensation Committee and also served as a director and Audit Committee Chairwoman of ESH Hospitality, Inc. (a REIT subsidiary of Extended Stay America) from May 2017 through June 2021. In September 2018, she joined the Board of Elanco Animal Health, Inc. (NYSE:ELAN), where she chairs the Audit Committee and serves on the Nominating and Governance Committee.
|
|
Dr. Lisa C. Egbuonu-Davis (64) | | |
2021
|
| |
Dr. Egbuonu-Davis brings to the Board broad strategic and operational experience in pharmaceuticals, public health and consulting, including expertise in developing and implementing research, commercialization, and investment strategies for a variety of patient populations in addition to her medical and public health expertise. Since 2019, Dr. Egbuonu-Davis has served as Vice President, Medical Innovations for DH Diagnostics, LLC, an affiliate of Danaher Corporation (NYSE:DHR), where she provides medical advice to influence research, partnership and investment strategy across Danaher’s diagnostic platform businesses. From 2015 to 2019, she served as Vice President, Global Patient Centered Outcomes and Solutions at Sanofi, Inc. (NASDAQ:SNY). At Sanofi, Dr. Egbuonu-Davis created patient programs, services and tools to enhance adherence and health outcomes in patients with chronic
|
|
Director (age as of March 1, 2022)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
| | | | | |
conditions. Prior to Sanofi, Dr. Egbuonu-Davis co-founded and served as director for ROI Squared, LLC, a privately-held life science company focused on diagnostic medical devices, and served as managing director for LED Enterprise, LLC, where she advised biopharmaceutical companies and trade associations on health care reform, technology assessment, quality metrics and incentives and implications for research and services. She also served in senior advisor roles for Avalere Health and Booz Allen Hamilton. She also previously served for 13 years in various roles at Pfizer, Inc. (NYSE:PFE), where she led clinical and outcomes research departments, supported product value assessments in support of reimbursement and adoption and influenced product investment and development decisions. Dr. Egbuonu-Davis currently serves on the Johns Hopkins Medicine Board of Trustees and the National Advisory Council for the Johns Hopkins University School of Education.
|
|
Barbara B. Hill (69) | | |
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, from August 2004 to March 2006, she served as Chairman and Chief Executive Officer of Woodhaven Health Services, an institutional pharmacy company. In addition, from 2002 to 2003, 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 also 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; and Revera Inc., a Canadian company
|
|
Director (age as of March 1, 2022)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
| | | | | |
operating over 500 senior facilities throughout Canada, Great Britain and the U.S., from 2010 to March 2017.
|
|
Kevin J. Jacobs (49) | | |
2020
|
| |
Mr. Jacobs brings to the 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, is 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.
|
|
C. Taylor Pickett (60) | | |
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. (NYSE: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 (62) | | |
2000
|
| |
Mr. Plavin brings to the Board management experience in the commercial real estate lending, banking and mortgage REIT sectors, as well as significant experience in capital markets transactions. Since December 2012,
|
|
Director (age as of March 1, 2022)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
| | | | | |
Mr. Plavin has been a Senior Managing Director of the Blackstone Group. Mr. Plavin currently oversees Blackstone’s commercial real estate lending and debt investing activities in Europe. Previously, from when he joined Blackstone until June 2021, Mr. Plavin was the Chief Executive Officer and a Director of Blackstone Mortgage Trust, Inc., an NYSE- listed commercial 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 also 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 (66) | | |
2018
|
| |
Mr. Whitman brings to the Board corporate and military leadership experience, including executive and financial leadership in the healthcare sector. Since 2019, he has served as CEO of Colmar Holdings LLC (a private company) and member of the Board of Directors of Amicus Therapeutics (Nasdaq:FOLD) (Audit & Compliance Committee; Nominating & Governance Committee). Previously Mr. Whitman served in business and the military concurrently. In the military, he served as a reserve officer of the U.S. Marine Corps from 1985 to 2018, including full-time active duty from 2009 to 2018 during which he led multiple combat deployments and served as a General Officer and Commanding General. In business, he served as CEO, Board Director and initially COO of Health Management Associates (then NYSE:HMA) from 2005 to 2008, CFO of Triad Hospitals (then NYSE:TRI) from 1998 to 2005, and President and Board Director of Deerfield Healthcare (then a private company) from 1994 to 1998. He serves on the Board of Trustees of The Lovett School and the Board of Directors of the Marine Corps Heritage Foundation, and has served previously on the Reserve Forces Policy Board (Advisor to the Secretary of Defense), 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
|
|
Director (age as of March 1, 2022)
|
| |
Year First
Became a Director |
| |
Business Experience
|
|
| | | | | | 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) |
| |
Vested
Profits Interest Units(2) |
| |
Deferred
Stock Units(3) |
| |
Operating
Partnership Units(4) |
| |
Percent of
Class including Common Stock Equivalents(5) |
| |||||||||||||||||||||
Kapila K. Anand
|
| | | | 14,676 | | | | | | * | | | | | | — | | | | | | — | | | | | | 7,605 | | | | | | — | | | | | | * | | |
Daniel J. Booth
|
| | | | 186,567 | | | | | | * | | | | | | 68,495 | | | | | | — | | | | | | — | | | | | | 237,713 | | | | | | 0.20% | | |
Craig R. Callen
|
| | | | 45,142 | | | | | | * | | | | | | — | | | | | | 10,401 | | | | | | 50,259 | | | | | | 13,861 | | | | | | * | | |
Dr. Lisa C. Egbuonu-Davis
|
| | | | 3,387(6) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Barbara B. Hill
|
| | | | 31,310 | | | | | | * | | | | | | — | | | | | | 6,400 | | | | | | — | | | | | | 11,731 | | | | | | * | | |
Steven J. Insoft(7)
|
| | | | 180,929 | | | | | | * | | | | | | 29,390 | | | | | | — | | | | | | — | | | | | | 319,946(8) | | | | | | 0.22% | | |
Kevin J. Jacobs
|
| | | | 9,635(9) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
Edward Lowenthal(10)
|
| | | | 73,379 | | | | | | * | | | | | | — | | | | | | 3,969 | | | | | | — | | | | | | 8,799 | | | | | | * | | |
Gail D. Makode
|
| | | | 1,000 | | | | | | * | | | | | | 27,946 | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
C. Taylor Pickett
|
| | | | 4,575 | | | | | | * | | | | | | 148,570 | | | | | | — | | | | | | 575,539 | | | | | | 260,310(11) | | | | | | 0.40% | | |
Stephen D. Plavin
|
| | | | 94,753(12) | | | | | | * | | | | | | — | | | | | | 3,969 | | | | | | — | | | | | | — | | | | | | * | | |
Robert O. Stephenson
|
| | | | 238,968 | | | | | | 0.10% | | | | | | 63,217 | | | | | | — | | | | | | — | | | | | | 225,128 | | | | | | 0.21% | | |
Burke W. Whitman
|
| | | | 25,034(13) | | | | | | * | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | * | | |
| | |
Common Stock
Beneficially Owned |
| |
Other Common
Stock Equivalents |
| ||||||||||||||||||||||||||||||||||||
Beneficial Owner
|
| |
Number
of Shares |
| |
Percentage of
Class |
| |
Unvested
Units(1) |
| |
Vested
Profits Interest Units(2) |
| |
Deferred
Stock Units(3) |
| |
Operating
Partnership Units(4) |
| |
Percent of
Class including Common Stock Equivalents(5) |
| |||||||||||||||||||||
Directors, director nominee and current executive officers as a group (13 persons)
|
| | | | 909,355 | | | | | | 0.38% | | | | | | 337,618 | | | | | | 24,739 | | | | | | 633,403 | | | | | | 1,077,488 | | | | | | 1.21% | | |
5% Beneficial Owners: (14) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
The Vanguard
Group, Inc. |
| | | | 34,818,500(15) | | | | | | 14.62% | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 14.13% | | |
BlackRock, Inc.
|
| | | | 28,244,262(16) | | | | | | 11.86% | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | 11.46% | | |
| | | | | | |
Board
|
| |
Audit
Committee |
| |
Compensation
Committee |
| |
Investment
Committee |
| |
Nom./Corp.
Gov. Committee |
| | | | |
| | | | Director | | | | | | |||||||||||||||
|
|
| | Anand | | |
Member
|
| |
Chair
|
| | | | |
Member
|
| | | | |
|
| |
| | | | Callen | | |
Chair
|
| |
Member
|
| | | | |
Chair
|
| |
Member
|
| | | | |
| | | | Egbuonu-Davis | | |
Member
|
| | | | | | | | | | | | | | | | |
| | | | Hill | | |
Member
|
| | | | |
Member
|
| | | | |
Member
|
| | | | |
| | | | Jacobs | | |
Member
|
| |
Member
|
| | | | |
Member
|
| | | | | | | |
| | | | Lowenthal | | |
Member
|
| | | | |
Chair
|
| | | | |
Member
|
| | | | |
| | | | Pickett | | |
Member
|
| | | | | | | |
Member
|
| | | | | | | |
| | | | Plavin | | |
Member
|
| | | | |
Member
|
| | | | |
Chair
|
| | | | |
| | | | Whitman | | |
Member
|
| |
Member
|
| |
Member
|
| | | | | | | | | | |
| | | | | | |
Audit
Committee |
| |
Compensation
Committee |
| |
Nom. &
Corp. Gov. Committee |
| |
Investment
Committee |
| |
Full Board
of Directors |
| | | | |
| | | |
Area of Oversight
|
| | | | | |||||||||||||||
|
|
| | Corporate Strategy | | | | | | | | | | | | | | |
•
|
| |
|
| |
| | | | Portfolio Management | | | | | | | | | | | | | | |
•
|
| | | | |
| | | | Enterprise Risk Management | | | | | | | | | | | | | | |
•
|
| | | | |
| | | | Privacy and Data Security | | | | | | | | | | | | | | |
•
|
| | | | |
| | | |
Code of Business Conduct and Ethics
|
| |
•
|
| | | | | | | | | | |
•
|
| | | | |
| | | |
Board and Executive Compensation
|
| | | | |
•
|
| | | | | | | |
•
|
| | | | |
| | | |
ESG/D&I
|
| | | | | | | |
•
|
| | | | |
•
|
| | | | |
|
| | | | | | |
Audit
Committee |
| |
Compensation
Committee |
| |
Nom. &
Corp. Gov. Committee |
| |
Investment
Committee |
| |
Full Board
of Directors |
| | | | |
| | | |
Board and Executive Succession
|
| | | | | | | |
•
|
| | | | |
•
|
| | | | |
| | | | Investment Activity | | | | | | | | | | | |
•
|
| |
•
|
| | | | |
|
BOARD STRUCTURE
|
|
|
•
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. Stockholders can vote for, against or abstain from voting on each nominee.
|
|
|
•
Chair and CEO Roles Separated. Our independent Chair of the Board provides independent leadership for our Board.
|
|
|
STOCKHOLDER RIGHTS
|
|
|
•
Proxy Access. Our Bylaws grant stockholders meeting certain eligibility requirements 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.
|
|
|
•
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.
|
|
|
•
Stockholder Amendments to Bylaws. Our Bylaws may be amended by stockholder vote.
|
|
|
COMPENSATION PRACTICES
|
|
|
•
Stock Ownership Guidelines. We have robust stock ownership guidelines for our senior officers and our non-employee directors.
|
|
|
•
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.
|
|
|
COMPENSATION PRACTICES
|
|
|
•
Annual Say-on-Pay. We annually submit “say-on-pay” advisory votes for our stockholders’ consideration and vote.
|
|
|
BOARD PRACTICES
|
|
|
•
Annual Strategic Review. The Board conducts a formal annual review of our corporate strategy.
|
|
|
•
Executive Sessions of Our Board. An executive session of independent directors is generally held at each regularly scheduled Board and Committee meeting.
|
|
|
•
Board Evaluations. Our directors undergo annual evaluations of the Board as a whole and each director individually.
|
|
|
•
Regular Succession Planning. A high priority is placed on regular and thoughtful succession planning for our senior management.
|
|
|
ETHICS AND RISK MANAGEMENT
|
|
|
•
Code of Ethics. We maintain a Code of Business Conduct and Ethics for our directors, officers and employees. The Company requires employees and Board members to certify the Code periodically, and from time to time, conducts compliance training for all employees and Directors.
|
|
|
•
Whistleblower Policy. We maintain a third-party administered hotline and website that enable anonymous reporting of compliance and ethics concerns.
|
|
|
•
Enterprise Risk Management. Our Board reviews the Company’s risks and enterprise risk management processes regularly.
|
|
|
•
Cybersecurity Training. We provide regular cybersecurity training to our officers and employees, with planned training for our directors.
|
|
|
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.
|
|
|
•
Training. We provide regular training to our directors, officers and employees on diversity and inclusion.
|
|
| | |
Year Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Audit Fees
|
| | | $ | 1,827,000 | | | | | $ | 1,774,000 | | |
Audit-Related Fees
|
| | | | — | | | | | | — | | |
Tax Fees
|
| | | | 992,000 | | | | | | 1,009,000 | | |
All Other Fees
|
| | | | 1,000 | | | | | | 3,000 | | |
Total
|
| | | $ | 2,820,000 | | | | | $ | 2,786,000 | | |
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
![]()
We have not adjusted our annual incentive plans, modified performance hurdles, substituted performance metrics or delayed approval of goals due to COVID-19’s impact on our business, notwithstanding reduced earning of long-term incentive awards in 2022
|
|
|
OBJECTIVES
|
|
|
•
Reward performance and initiative
|
|
|
•
Attract, retain and reward executive officers who have the motivation, experience and skills to continue our track record of profitability, growth and attractive TSR
|
|
|
•
Be competitive with other REITs viewed as competitors for executive talent
|
|
|
•
Link compensation with enhancing stockholder value — For example, no performance-based equity awards were earned or vested for the three-year period ending December 31, 2021 for our executives, reflecting strong alignment of pay with performance
|
|
|
•
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
|
| |
Industry
|
| |
Market
Capitalization ($MM) |
| |||
Realty Income Corporation
|
| |
Single Tenant
|
| | | $ | 42,404 | | |
Welltower Inc.
|
| |
Health Care
|
| | | $ | 38,479 | | |
Duke Realty Corporation
|
| |
Industrial
|
| | | $ | 25,349 | | |
Ventas, Inc.
|
| |
Health Care
|
| | | $ | 20,598 | | |
Healthpeak Properties, Inc.
|
| |
Health Care
|
| | | $ | 19,720 | | |
W. P. Carey Inc.
|
| |
Diversified
|
| | | $ | 15,591 | | |
Medical Properties Trust, Inc.
|
| |
Health Care
|
| | | $ | 14,101 | | |
Federal Realty Investment Trust
|
| |
Shopping Center
|
| | | $ | 10,806 | | |
National Retail Properties, Inc.
|
| |
Single Tenant
|
| | | $ | 8,443 | | |
Healthcare Trust of America, Inc.
|
| |
Health Care
|
| | | $ | 7,781 | | |
Omega Healthcare Investors, Inc.
|
| |
Health Care
|
| | | $ | 7,276 | | |
Spirit Realty Capital, Inc.
|
| |
Single Tenant
|
| | | $ | 6,154 | | |
Healthcare Realty Trust Incorporated
|
| |
Health Care
|
| | | $ | 4,760 | | |
Physicians Realty Trust
|
| |
Health Care
|
| | | $ | 4,455 | | |
Sabra Health Care REIT, Inc.
|
| |
Health Care
|
| | | $ | 3,120 | | |
| | | | | |
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
|
| |
| |
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 2021) 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 2021) of the payout is also based on performance against individual-specific subjective goals
|
| |
| | | | | |
Link to Program Objectives
|
| | |
Form of
Compensation |
| | |
Important Features
|
| |
| |
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 2021
•
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 2021, 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, subject to certain exceptions) for enhanced retention
|
| |
| |
Year
|
| | |
Program Enhancements and Highlights
|
| |
| |
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
|
| |
| |
2022
|
| | |
•
No performance-based equity awards of NEOs vested in 2022 given TSR performance for the three-year period ending December 31, 2021, reflecting strong alignment between pay and performance
•
Did not otherwise make any changes to compensation plans in response to continuing effects of COVID-19, consistent with our approach in 2021
|
| |
Name
|
| |
2021
Base Salary |
| |||
C. Taylor Pickett
|
| | | $ | 823,800 | | |
Daniel J. Booth
|
| | | $ | 532,700 | | |
Steven J. Insoft(1)
|
| | | $ | 521,800 | | |
Robert O. Stephenson
|
| | | $ | 510,800 | | |
Gail D. Makode
|
| | | $ | 420,000 | | |
| | |
Annual Incentive
(% of Base Salary) |
| |||||||||||||||
Name
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |||||||||
C. Taylor Pickett
|
| | | | 100% | | | | | | 125% | | | | | | 200% | | |
Daniel J. Booth
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
Steven J. Insoft(1)
|
| | | | 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
|
| |
2021 Results
|
| ||||||||||||
|
30%
|
| | | $ | 3.01 | | | | | $ | 3.06 | | | | | $ | 3.11 | | | | | $ | 3.14 | | |
|
Annual Cash Incentive Performance Goal #2: Tenant Quality
|
|
|
Weighting
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |
2021 Results
|
| ||||||||||||
|
30%
|
| | | | 98% | | | | | | 98.5% | | | | | | 99% | | | | | | 96.8% | | |
|
Annual Cash Incentive Performance Goal #3: Leverage
|
|
|
Weighting
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |
2021 Results
|
| ||||||||||||
|
10%
|
| | | | 5.0x | | | | | | 4.8x | | | | | | 4.6x | | | | | | 5.3x | | |
|
Annual Cash Incentive Performance Goal #4: Committee’s Assessment of Individual Performance
|
|
|
Weighting
|
| | | | | | | | | | | | |
|
30%
|
| | | | | | | | | | | | |
| |
FAD per share (30%)
|
| | |||||||||||||||||||||||||
| |
|
| |
Threshold
|
| |
Target
|
| |
High
|
| | |
Actual
|
| | ||||||||||||
| |
Executive
|
| |
$3.01
|
| |
$3.06
|
| |
$3.11
|
| | |
$3.14
|
| | ||||||||||||
| |
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(1)
|
| | | $ | 78,270 | | | | | $ | 117,405 | | | | | $ | 195,675 | | | | | | $ | 0 | | | |
| |
Robert O. Stephenson
|
| | | $ | 76,620 | | | | | $ | 114,930 | | | | | $ | 191,550 | | | | | | $ | 191,550 | | | |
| |
Gail D. Makode
|
| | | $ | 63,000 | | | | | $ | 94,500 | | | | | $ | 157,500 | | | | | | $ | 157,500 | | | |
| |
Tenant Quality (30%)
|
| | |||||||||||||||||||||||||
| |
|
| |
Threshold
|
| |
Target
|
| |
High
|
| | |
Actual
|
| | ||||||||||||
| |
Executive
|
| |
98%
|
| |
98.5%
|
| |
99%
|
| | |
96.8%
|
| | ||||||||||||
| |
C. Taylor Pickett
|
| | | $ | 247,140 | | | | | $ | 308,925 | | | | | $ | 494,280 | | | | | | $ | 0 | | | |
| |
Daniel J. Booth
|
| | | $ | 79,905 | | | | | $ | 119,858 | | | | | $ | 199,763 | | | | | | $ | 0 | | | |
| |
Steven J. Insoft(1)
|
| | | $ | 78,270 | | | | | $ | 117,405 | | | | | $ | 195,675 | | | | | | $ | 0 | | | |
| |
Robert O. Stephenson
|
| | | $ | 76,620 | | | | | $ | 114,930 | | | | | $ | 191,550 | | | | | | $ | 0 | | | |
| |
Gail D. Makode
|
| | | $ | 63,000 | | | | | $ | 94,500 | | | | | $ | 157,500 | | | | | | $ | 0 | | | |
| |
Leverage (10%)
|
| | |||||||||||||||||||||||||
| |
|
| |
Threshold
|
| |
Target
|
| |
High
|
| | |
Actual
|
| | ||||||||||||
| |
Executive
|
| |
5.0x
|
| |
4.8x
|
| |
4.6x
|
| | |
5.3x
|
| | ||||||||||||
| |
C. Taylor Pickett
|
| | | $ | 82,380 | | | | | $ | 102,975 | | | | | $ | 164,760 | | | | | | $ | 0 | | | |
| |
Daniel J. Booth
|
| | | $ | 26,635 | | | | | $ | 39,953 | | | | | $ | 66,588 | | | | | | $ | 0 | | | |
| |
Steven J. Insoft(1)
|
| | | $ | 26,090 | | | | | $ | 39,135 | | | | | $ | 65,225 | | | | | | $ | 0 | | | |
| |
Robert O. Stephenson
|
| | | $ | 25,540 | | | | | $ | 38,310 | | | | | $ | 63,850 | | | | | | $ | 0 | | | |
| |
Gail D. Makode
|
| | | $ | 21,000 | | | | | $ | 31,500 | | | | | $ | 52,500 | | | | | | $ | 0 | | | |
| |
Subjective (30%)
|
| | |||||||||||||||||||||||||
| |
Executive
|
| |
Threshold
|
| |
Target
|
| |
High
|
| | |
Actual
|
| | ||||||||||||
| |
C. Taylor Pickett
|
| | | $ | 247,140 | | | | | $ | 308,925 | | | | | $ | 494,280 | | | | | | $ | 400,000 | | | |
| |
Subjective (30%)
|
| | |||||||||||||||||||||||||
| |
Executive
|
| |
Threshold
|
| |
Target
|
| |
High
|
| | |
Actual
|
| | ||||||||||||
| | Daniel J. Booth | | | | $ | 79,905 | | | | | $ | 119,858 | | | | | $ | 199,763 | | | | | | $ | 163,807 | | | |
| | Steven J. Insoft(1) | | | | $ | 78,270 | | | | | $ | 117,405 | | | | | $ | 195,675 | | | | | | $ | 0 | | | |
| | Robert O. Stephenson | | | | $ | 76,620 | | | | | $ | 114,930 | | | | | $ | 191,550 | | | | | | $ | 162,820 | | | |
| | Gail D. Makode | | | | $ | 63,000 | | | | | $ | 94,500 | | | | | $ | 157,500 | | | | | | $ | 133,875 | | | |
| | | | | | | | |
|
| | | | | ||||||||
| | | | | | | | |
|
| | |
![]() |
| ||||||||
| | | | | | | | Executive | | |
2021 Target Compensation
|
| |
2022 Target Compensation
|
| | | | | |||
| | | | | | | | C. Taylor Pickett | | |
$6,171,054
|
| |
$6,540,250
|
| | | | | |||
| | | | | | | | Daniel J. Booth | | |
$2,934,481
|
| |
$3,110,750
|
| | | | | |||
| | | | | | | | Robert O. Stephenson | | |
$2,731,810
|
| |
$2,894,750
|
| | | | | |||
| | | | | | | | Steven J. Insoft | | |
$2,697,313
|
| |
—
|
| | | | | |||
| | | | | | | | Gail D. Makode | | |
$1,535,025
|
| |
$1,688,500
|
| | | | | |||
| | | | | | | | Total | | |
$16,069,683
|
| |
$14,234,250
|
| | | | | |||
| | | | | | | | % Change | | |
—
|
| |
-11.4%
|
| | | | | |||
| | | | | | | | |
|
| |
Name
|
| |
2021 Base Salary
|
| |
2022 Base Salary
|
| |
Increase
|
| |||||||||
C. Taylor Pickett
|
| | | $ | 823,800 | | | | | $ | 873,000 | | | | | | 6% | | |
Daniel J. Booth
|
| | | $ | 532,700 | | | | | $ | 565,000 | | | | | | 6% | | |
Robert O. Stephenson
|
| | | $ | 510,800 | | | | | $ | 541,000 | | | | | | 6% | | |
Gail D. Makode
|
| | | $ | 420,000 | | | | | $ | 462,000 | | | | | | 10% | | |
| | |
Annual Incentive
(% of Base Salary) |
| |||||||||||||||
Name
|
| |
Threshold
|
| |
Target
|
| |
High
|
| |||||||||
C. Taylor Pickett
|
| | | | 100% | | | | | | 125% | | | | | | 200% | | |
Daniel J. Booth
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
Robert O. Stephenson
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
Gail D. Makode
|
| | | | 50% | | | | | | 75% | | | | | | 125% | | |
|
2021 and 2022 Annual Cash Incentive Performance Measures
|
| |||
|
% of Bonus
Opportunity |
| |
Measure
|
|
|
10%
|
| |
Leverage
|
|
|
30%
|
| |
FAD per share
|
|
|
30%
|
| |
Tenant quality
|
|
|
30%
|
| |
Subjective
|
|
| | |
Salary
|
| |
Bonus
($)(1) (D) |
| |
Stock
Awards ($)(2) (E) |
| |
Option
Awards ($) (F) |
| |
Non-Equity
Incentive Plan Compensation ($)(3) (G) |
| |
All Other
Compensation ($)(4) (I) |
| |
Total
($) (J) |
| |||||||||||||||||||||||||||
Name and Principal Position
(A) |
| |
Year
(B) |
| |
($)
(C) |
| ||||||||||||||||||||||||||||||||||||||||||
C. Taylor Pickett
Chief Executive Officer |
| | | | 2021 | | | | | | 823,800 | | | | | | 400,000 | | | | | | 8,635,010 | | | | | | — | | | | | | 494,280 | | | | | | 21,864 | | | | | | 10,374,954 | | |
| | | 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 | | | ||
Daniel J. Booth
Chief Operating Officer |
| | | | 2021 | | | | | | 532,700 | | | | | | 163,807 | | | | | | 4,004,506 | | | | | | — | | | | | | 199,763 | | | | | | 21,864 | | | | | | 4,922,640 | | |
| | | 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 | | | ||
Steven J. Insoft
Former Chief Corporate Development Officer(5) |
| | | | 2021 | | | | | | 521,800 | | | | | | — | | | | | | 3,568,343 | | | | | | — | | | | | | — | | | | | | 21,864 | | | | | | 4,112,007 | | |
| | | 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 | | | ||
Robert O. Stephenson
Chief Financial Officer |
| | | | 2021 | | | | | | 510,800 | | | | | | 162,820 | | | | | | 3,675,828 | | | | | | — | | | | | | 191,550 | | | | | | 21,864 | | | | | | 4,562,862 | | |
| | | 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 | | | ||
Gail D. Makode
Chief Legal Officer |
| | | | 2021 | | | | | | 420,000 | | | | | | 133,875 | | | | | | 1,600,021 | | | | | | — | | | | | | 157,500 | | | | | | 17,400 | | | | | | 2,328,796 | | |
| | | 2020 | | | | | | 400,000 | | | | | | 135,000 | | | | | | 1,500,016 | | | | | | — | | | | | | 330,000 | | | | | | 17,100 | | | | | | 2,382,116 | | | ||
| | | 2019 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
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) |
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | 576,660 | | | | | | 720,825 | | | | | | 1,153,320 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,726,986 | | |
Relative TSR-based Units(4)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,131 | | | | | | 64,730 | | | | | | 190,617 | | | | | | 3,799,417 | | |
TSR-based Units(5)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,407 | | | | | | 63,973 | | | | | | 177,624 | | | | | | 3,108,606 | | |
Daniel J. Booth: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Bonus
(Objective Metrics)(2) |
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | 186,445 | | | | | | 279,668 | | | | | | 466,113 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 800,892 | | |
Relative TSR-based Units(4)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,698 | | | | | | 30,017 | | | | | | 88,399 | | | | | | 1,761,982 | | |
TSR-based Units(5)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,826 | | | | | | 29,668 | | | | | | 82,374 | | | | | | 1,441,632 | | |
Steven J. Insoft:(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Bonus
(Objective Metrics)(2) |
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | 182,630 | | | | | | 273,945 | | | | | | 456,575 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 713,693 | | |
Relative TSR-based Units(4)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,186 | | | | | | 26,748 | | | | | | 78,770 | | | | | | 1,570,056 | | |
TSR-based Units(5)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,301 | | | | | | 26,436 | | | | | | 73,401 | | | | | | 1,284,595 | | |
Robert O. Stephenson: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Bonus
(Objective Metrics)(2) |
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | 178,780 | | | | | | 268,170 | | | | | | 446,950 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 735,160 | | |
Relative TSR-based Units(4)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,313 | | | | | | 27,555 | | | | | | 81,144 | | | | | | 1,617,379 | | |
TSR-based Units(5)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,430 | | | | | | 27,232 | | | | | | 75,612 | | | | | | 1,323,289 | | |
Gail D. Makode: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Annual Cash Bonus
(Objective Metrics)(2) |
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | 147,000 | | | | | | 220,500 | | | | | | 367,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Time-based Units(3)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 320,020 | | |
Relative TSR-based Units(4)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,877 | | | | | | 11,994 | | | | | | 35,320 | | | | | | 704,006 | | |
TSR-based Units(5)
|
| | 12/11/2020 | | | | | 1/1/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,929 | | | | | | 11,854 | | | | | | 32,912 | | | | | | 575,995 | | |
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 ($)(1) |
| ||||||||||||
C. Taylor Pickett
|
| | 2020-2022 Time-based Units(2) | | | | | 38,611 | | | | | | 1,142,499 | | | | | | — | | | | | | — | | |
| | | 2020-2022 TSR-based Units(3) | | | | | — | | | | | | — | | | | | | 213,606 | | | | | | 7,351,037 | | |
| | |
2020-2022 Relative TSR-based Units(4)
|
| | | | — | | | | | | — | | | | | | 166,007 | | | | | | 5,712,965 | | |
| | | 2021-2023 Time-based Units(5) | | | | | 47,786 | | | | | | 1,413,988 | | | | | | — | | | | | | — | | |
| | | 2021-2023 TSR-based Units(6) | | | | | — | | | | | | — | | | | | | 177,624 | | | | | | 5,684,323 | | |
| | |
2021-2023 Relative TSR-based Units(7)
|
| | | | — | | | | | | — | | | | | | 190,617 | | | | | | 6,100,125 | | |
Daniel J. Booth
|
| | 2020-2022 Time-based Units(2) | | | | | 17,759 | | | | | | 525,489 | | | | | | — | | | | | | — | | |
| | | 2020-2022 TSR-based Units(3) | | | | | — | | | | | | — | | | | | | 98,949 | | | | | | 3,405,231 | | |
| | |
2020-2022 Relative TSR-based Units(4)
|
| | | | — | | | | | | — | | | | | | 76,898 | | | | | | 2,646,368 | | |
| | | 2021-2023 Time-based Units(5) | | | | | 22,051 | | | | | | 652,489 | | | | | | — | | | | | | — | | |
| | | 2021-2023 TSR-based Units(6) | | | | | — | | | | | | — | | | | | | 82,374 | | | | | | 2,636,133 | | |
| | |
2021-2023 Relative TSR-based Units(7)
|
| | | | — | | | | | | — | | | | | | 88,399 | | | | | | 2,828,945 | | |
Steven J. Insoft(8)
|
| | 2020-2022 Time-based Units(2) | | | | | 16,225 | | | | | | 480,098 | | | | | | — | | | | | | — | | |
Name
|
| | | | |
Number of
Units of Stock That Have Not Vested (#) |
| |
Market Value
of Units of Stock That Have Not Vested ($)(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) |
| ||||||||||||
| | | 2020-2022 TSR-based Units(3) | | | | | — | | | | | | — | | | | | | 89,759 | | | | | | 3,088,966 | | |
| | |
2020-2022 Relative TSR-based Units(4)
|
| | | | — | | | | | | — | | | | | | 69,757 | | | | | | 2,400,617 | | |
| | | 2021-2023 Time-based Units(5) | | | | | 19,748 | | | | | | 584,343 | | | | | | — | | | | | | — | | |
| | | 2021-2023 TSR-based Units(6) | | | | | — | | | | | | — | | | | | | 73,401 | | | | | | 2,348,979 | | |
| | |
2021-2023 Relative TSR-based Units(7)
|
| | | | — | | | | | | — | | | | | | 78,770 | | | | | | 2,520,798 | | |
Robert O. Stephenson
|
| | 2020-2022 Time-based Units(2) | | | | | 16,408 | | | | | | 485,513 | | | | | | — | | | | | | — | | |
| | | 2020-2022 TSR-based Units(3) | | | | | — | | | | | | — | | | | | | 90,774 | | | | | | 3,123,896 | | |
| | |
2020-2022 Relative TSR-based Units(4)
|
| | | | — | | | | | | — | | | | | | 70,546 | | | | | | 2,427,770 | | |
| | | 2021-2023 Time-based Units(5) | | | | | 20,342 | | | | | | 601,920 | | | | | | — | | | | | | — | | |
| | | 2021-2023 TSR-based Units(6) | | | | | — | | | | | | — | | | | | | 75,612 | | | | | | 2,419,735 | | |
| | |
2021-2023 Relative TSR-based Units(7)
|
| | | | — | | | | | | — | | | | | | 81,144 | | | | | | 2,596,770 | | |
Gail D. Makode
|
| | 2020-2022 Time-based Units(2) | | | | | 7,134 | | | | | | 211,095 | | | | | | — | | | | | | — | | |
| | | 2020-2022 TSR-based Units(3) | | | | | — | | | | | | — | | | | | | 39,471 | | | | | | 1,358,355 | | |
| | |
2020-2022 Relative TSR-based Units(4)
|
| | | | — | | | | | | — | | | | | | 30,674 | | | | | | 1,055,615 | | |
| | | 2021-2023 Time-based Units(5) | | | | | 8,855 | | | | | | 262,019 | | | | | | — | | | | | | — | | |
| | | 2021-2023 TSR-based Units(6) | | | | | — | | | | | | — | | | | | | 32,912 | | | | | | 1,053,250 | | |
| | |
2021-2023 Relative TSR-based Units(7)
|
| | | | — | | | | | | — | | | | | | 35,320 | | | | | | 1,130,311 | | |
| | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
Name
|
| |
Number of
Shares Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of
Shares Acquired on Vesting (#)(1) |
| |
Value Realized
on Vesting ($)(2) |
| ||||||||||||
C. Taylor Pickett
|
| | | | — | | | | | | — | | | | | | 377,876(3) | | | | | | 12,374,365 | | |
Daniel J. Booth
|
| | | | — | | | | | | — | | | | | | 199,851 | | | | | | 6,550,058 | | |
Steven J. Insoft(4)
|
| | | | — | | | | | | — | | | | | | 187,504 | | | | | | 6,144,963 | | |
Robert O. Stephenson
|
| | | | — | | | | | | — | | | | | | 175,009 | | | | | | 5,735,466 | | |
Gail D. Makode
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Executive
Contributions in Last Fiscal Year ($) |
| |
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
|
| | | | 5,411,405(4) | | | | | | — | | | | | | (1,942,685) | | | | | | (1,369,399) | | | | | | 22,535,256 | | |
Daniel J. Booth
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Steven J. Insoft(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert O. Stephenson
|
| | | | 153,240(6) | | | | | | — | | | | | | 6,156 | | | | | | — | | | | | | 377,224 | | |
Gail D. Makode
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Multiple
|
|
C Taylor Pickett | | | 3 times | |
Daniel J. Booth | | | 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 ($) |
| |||||||||||||||
C. Taylor Pickett: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 6,135,680 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,135,680 | | |
Bonus
|
| | | | — | | | | | | 894,280 | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 Time-Based Units(1)
|
| | | | 761,666 | | | | | | 761,666 | | | | | | 761,666 | | | | | | — | | | | | | 1,142,499 | | |
2020-2022 Relative TSR-based
Units(2) |
| | | | 3,808,643 | | | | | | 3,808,643 | | | | | | 3,808,643 | | | | | | 5,712,965 | | | | | | 5,712,965 | | |
2020-2022 TSR-based Units(2)
|
| | | | 4,900,691 | | | | | | 4,900,691 | | | | | | 4,900,691 | | | | | | 7,351,037 | | | | | | 7,351,037 | | |
2021 Time-Based Units(1)
|
| | | | 471,329 | | | | | | 471,329 | | | | | | 471,329 | | | | | | — | | | | | | 1,413,988 | | |
2021-2023 Relative TSR-based
Units(3) |
| | | | 2,033,375 | | | | | | 2,033,375 | | | | | | 2,033,375 | | | | | | 6,100,125 | | | | | | 6,100,125 | | |
2021-2023 TSR-based Units(3)
|
| | | | 1,894,774 | | | | | | 1,894,774 | | | | | | 1,894,774 | | | | | | 5,684,323 | | | | | | 5,684,323 | | |
COBRA Premium(4)
|
| | | | 56,330 | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,330 | | |
Total Value:
|
| | | | 20,062,488 | | | | | | 14,764,758 | | | | | | 13,870,478 | | | | | | 24,848,450 | | | | | | 33,596,947 | | |
Name
|
| |
Involuntary
Without Cause or Voluntary for Good Reason ($) |
| |
Death
($) |
| |
Disability
($) |
| |
Change in
Control Without Termination ($) |
| |
Involuntary
Without Cause or Voluntary for Good Reason Upon a Change in Control ($) |
| |||||||||||||||
Daniel J. Booth: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 1,990,447 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,990,447 | | |
Bonus
|
| | | | — | | | | | | 363,570 | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 Time-Based Units(1)
|
| | | | 350,326 | | | | | | 350,326 | | | | | | 350,326 | | | | | | — | | | | | | 525,489 | | |
2020-2022 Relative TSR-based
Units(2) |
| | | | 1,764,245 | | | | | | 1,764,245 | | | | | | 1,764,245 | | | | | | 2,646,368 | | | | | | 2,646,368 | | |
2020-2022 TSR-based Units(2)
|
| | | | 2,270,154 | | | | | | 2,270,154 | | | | | | 2,270,154 | | | | | | 3,405,231 | | | | | | 3,405,231 | | |
2021 Time-Based Units(1)
|
| | | | 217,496 | | | | | | 217,496 | | | | | | 217,496 | | | | | | — | | | | | | 652,489 | | |
2021-2023 Relative TSR-based
Units(3) |
| | | | 942,982 | | | | | | 942,982 | | | | | | 942,982 | | | | | | 2,828,945 | | | | | | 2,828,945 | | |
2021-2023 TSR-based Units(3)
|
| | | | 878,711 | | | | | | 878,711 | | | | | | 878,711 | | | | | | 2,636,133 | | | | | | 2,636,133 | | |
COBRA Premiums(4)
|
| | | | 56,330 | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,330 | | |
Total Value:
|
| | | | 8,470,691 | | | | | | 6,787,484 | | | | | | 6,423,914 | | | | | | 11,516,677 | | | | | | 14,741,432 | | |
Steven J. Insoft:(5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 1,944,266 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Bonus
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 Time-Based Units(1)
|
| | | | 320,065 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2020-2022 Relative TSR-based
Units(2) |
| | | | 1,068,394 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2020-2022 TSR-based Units(2)
|
| | | | 1,374,747 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2021 Time-Based Units(1)
|
| | | | 129,851 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2021-2023 Relative TSR-based
Units(3) |
| | | | 280,860 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
2021-2023 TSR-based Units(3)
|
| | | | 261,712 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
COBRA Premiums(4)
|
| | | | 56,543 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Value:
|
| | | | 5,436,438 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Robert O. Stephenson: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 1,914,513 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,914,513 | | |
Bonus
|
| | | | — | | | | | | 354,370 | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 Time-Based Units(1)
|
| | | | 323,675 | | | | | | 323,675 | | | | | | 323,675 | | | | | | — | | | | | | 485,513 | | |
2020-2022 Relative TSR-based
Units(2) |
| | | | 1,618,513 | | | | | | 1,618,513 | | | | | | 1,618,513 | | | | | | 2,427,770 | | | | | | 2,427,770 | | |
2020-2022 TSR-based Units(2)
|
| | | | 2,082,597 | | | | | | 2,082,597 | | | | | | 2,082,597 | | | | | | 3,123,896 | | | | | | 3,123,896 | | |
2021 Time-Based Units(1)
|
| | | | 200,640 | | | | | | 200,640 | | | | | | 200,640 | | | | | | — | | | | | | 601,920 | | |
2021-2023 Relative TSR-based
Units(3) |
| | | | 865,590 | | | | | | 865,590 | | | | | | 865,590 | | | | | | 2,596,770 | | | | | | 2,596,770 | | |
2021-2023 TSR-based Units(3)
|
| | | | 806,578 | | | | | | 806,578 | | | | | | 806,578 | | | | | | 2,419,735 | | | | | | 2,419,735 | | |
COBRA Premiums(4)
|
| | | | 56,330 | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,330 | | |
Total Value:
|
| | | | 7,868,436 | | | | | | 6,251,963 | | | | | | 5,897,593 | | | | | | 10,568,171 | | | | | | 13,626,447 | | |
|
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 ($) |
| |||||||||||||||
Gail D. Makode: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Severance
|
| | | | 1,151,938 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,151,938 | | |
Bonus
|
| | | | — | | | | | | 291,375 | | | | | | — | | | | | | — | | | | | | — | | |
Accelerated Vesting of Equity Awards:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2020 Time-Based Units(1)
|
| | | | 140,730 | | | | | | 140,730 | | | | | | 140,730 | | | | | | — | | | | | | 211,095 | | |
2020-2022 Relative TSR-based
Units(2) |
| | | | 703,743 | | | | | | 703,743 | | | | | | 703,743 | | | | | | 1,055,615 | | | | | | 1,055,615 | | |
2020-2022 TSR-based Units(2)
|
| | | | 905,570 | | | | | | 905,570 | | | | | | 905,570 | | | | | | 1,358,355 | | | | | | 1,358,355 | | |
2021 Time-Based Units(1)
|
| | | | 87,340 | | | | | | 87,340 | | | | | | 87,340 | | | | | | — | | | | | | 262,019 | | |
2021-2023 Relative TSR-based
Units(3) |
| | | | 376,770 | | | | | | 376,770 | | | | | | 376,770 | | | | | | 1,130,311 | | | | | | 1,130,311 | | |
2021-2023 TSR-based Units(3)
|
| | | | 351,083 | | | | | | 351,083 | | | | | | 351,083 | | | | | | 1,053,250 | | | | | | 1,053,250 | | |
COBRA Premiums(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total Value:
|
| | | | 3,717,174 | | | | | | 2,856,611 | | | | | | 2,565,236 | | | | | | 4,597,531 | | | | | | 6,222,583 | | |
|
|
Committee
|
| |
Chair
|
| |
Member
|
| ||||||
|
Audit Committee
|
| | | $ | 25,000 | | | | | $ | 12,500 | | |
|
Compensation Committee
|
| | | $ | 20,000 | | | | | $ | 9,000 | | |
|
Nominating and Corporate Governance Committee
|
| | | $ | 20,000 | | | | | $ | 7,500 | | |
|
Investment Committee
|
| | | $ | 20,000 | | | | | $ | 7,500 | | |
|
Board/Committee
|
| |
Number of
Meetings |
| |||
|
Board of Directors
|
| | | | 10 | | |
|
Audit Committee
|
| | | | 6 | | |
|
Compensation Committee
|
| | | | 6 | | |
|
Nominating and Corporate Governance Committee
|
| | | | 5 | | |
|
Investment Committee
|
| | | | 5 | | |
Name
|
| |
Fees earned
or paid in cash ($)(1) |
| |
Stock Awards
($)(1)(2) |
| |
Option
Awards ($) |
| |
Total
($) |
| ||||||||||||
Kapila K. Anand
|
| | | | 28,000 | | | | | | 270,000 | | | | | | — | | | | | | 298,000 | | |
Kevin J. Jacobs
|
| | | | 25,049 | | | | | | 244,951 | | | | | | — | | | | | | 270,000 | | |
Craig R. Callen
|
| | | | 10,540 | | | | | | 392,460 | | | | | | — | | | | | | 403,000 | | |
Barbara B. Hill
|
| | | | 3,071 | | | | | | 241,429 | | | | | | — | | | | | | 244,500 | | |
Edward Lowenthal
|
| | | | 105,011 | | | | | | 149,989 | | | | | | — | | | | | | 255,000 | | |
Stephen D. Plavin
|
| | | | 106,511 | | | | | | 149,989 | | | | | | — | | | | | | 256,500 | | |
Lisa C. Egbuonu-Davis(3)
|
| | | | 31,253 | | | | | | 126,572 | | | | | | — | | | | | | 157,825 | | |
Burke W. Whitman
|
| | | | 87,017 | | | | | | 149,983 | | | | | | — | | | | | | 237,000 | | |
Name
|
| |
Grant Date
|
| |
Shares/Units
Awarded(1) |
| |
Grant Date
Fair Value ($) |
| |||||||||
Kapila K. Anand
|
| | | | 6/3/2021 | | | | | | 6,108 | | | | | | 232,000 | | |
Kapila K. Anand
|
| | | | 7/21/2021 | | | | | | 1,014 | | | | | | 38,000 | | |
Kevin J. Jacobs
|
| | | | 6/3/2021 | | | | | | 5,581 | | | | | | 211,966 | | |
Kevin J. Jacobs
|
| | | | 7/21/2021 | | | | | | 881 | | | | | | 32,985 | | |
Craig R. Callen
|
| | | | 6/3/2021 | | | | | | 9,301 | | | | | | 351,485 | | |
Craig R. Callen
|
| | | | 7/21/2021 | | | | | | 1,100 | | | | | | 40,975 | | |
Barbara B. Hill
|
| | | | 6/3/2021 | | | | | | 5,609 | | | | | | 211,964 | | |
Barbara B. Hill
|
| | | | 7/21/2021 | | | | | | 791 | | | | | | 29,465 | | |
Edward Lowenthal
|
| | | | 6/3/2021 | | | | | | 3,969 | | | | | | 149,989 | | |
Stephen D. Plavin
|
| | | | 6/3/2021 | | | | | | 3,969 | | | | | | 149,989 | | |
Lisa C. Egbuonu-Davis
|
| | | | 7/29/2021 | | | | | | 3,387 | | | | | | 126,572 | | |
Burke W. Whitman
|
| | | | 6/3/2021 | | | | | | 3,949 | | | | | | 149,983 | | |
|
![]() |
| |
Using approximately 131 fewer tons of wood, or 785 fewer trees
|
|
|
![]() |
| |
Using approximately 836 million fewer BTUs, or the equivalent amount of energy used to operate 995 residential refrigerators per year
|
|
|
![]() |
| |
Using approximately 589,000 fewer pounds of CO2 gases, or the equivalent of 53.5 automobiles per year
|
|
|
![]() |
| |
Saving approximately 701,000 gallons of water
|
|
|
![]() |
| |
Saving approximately 38,600 pounds of solid waste
|
|
|
![]() |
| |
Reducing hazardous air pollutants by approximately 52.3 pounds
|
|
| | | | Environmental impact estimates calculated using the Environmental Paper Network Paper Calculator. For more information visit www.papercalculator.org. | |
|
![]() |
| |
Friday, June 3, 2022
|
| |
![]() |
| |
Omega Healthcare Investors
303 International Circle, Suite 200 Hunt Valley, MD 21030 |
|
|
![]() |
| |
10:00 AM EDT, Virtual
|
| | | | | | |