Chief Executive Officer Succession Plan

3 Months Ended

Sep. 30, 2018

Compensation Related Costs [Abstract]

Chief Executive Officer Succession Plan

CHIEF EXECUTIVE OFFICER SUCCESSION PLAN

On June 24, 2018, the Company executed a Chief Executive Officer (“CEO”) Succession Agreement (the “Agreement”), whereby the current CEO, Irwin D. Simon, would terminate his employment with the Company upon the hiring of a new CEO. Under the terms of the Agreement, Mr. Simon’s employment with the Company terminated on November 4, 2018.

On October 26, 2018, the Company’s Board of Directors appointed Mark L. Schiller as President and Chief Executive Officer, succeeding Mr. Simon. In connection with the appointment, on October 26, 2018, the Company and Mr. Schiller entered into an employment agreement, which was approved by the Board, with Mr. Schiller’s employment commencing on November 5, 2018.

Cash Separation Payments

The Agreement provides for a cash separation payment of $34,295 payable in a single lump sum and cash benefit continuation costs of $208. These costs are being recognized from June 24, 2018 through November 4, 2018. Expense recognized in connection with these payments was $23,971 in the three months endedSeptember 30, 2018 and is included in the Consolidated Statement of Operations as a component of “Chief Executive Officer Succession Plan expense, net.”

Accelerated Stock Compensation

The Agreement allows for acceleration of vesting of all service-based awards outstanding at the termination of Mr. Simon’s employment. In connection with these accelerations, the Company expects to recognize additional stock-based compensation expense of $470 ratably through November 4, 2018, of which $334 was recognized in the three months endedSeptember 30, 2018 in the Consolidated Statement of Operations as a component of “Chief Executive Officer Succession Plan expense, net.”

For information on the Company’s Long Term Incentive Award program, see Note 13, Stock-based Compensation and Incentive Performance Plans.

Consulting Agreement

On October 26, 2018, the Company and Mr. Simon entered into a Consulting Agreement (the “Consulting Agreement”) in order to, among other things, assist Mr. Schiller with his transition as the Company’s incoming CEO. The term of the Consulting Agreement will commence on November 5, 2018 and will continue until the earliest of (i) three months from the commencement date, (ii) Mr. Simon’s voluntary termination of the Consulting Agreement and (iii) the termination of the Consulting Agreement for Cause (defined as Mr. Simon’s willful and continued failure to perform his material obligations under the Consulting Agreement for a period of ten days following notice from the Company). Mr. Simon will receive aggregate consulting fees of $975 as compensation for his services during the consulting term.