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Proposal
|
| | | | | Board Vote Recommendation |
| |
Page
|
|
| | Elect nine directors nominated by the board of directors for one year terms | | | | | | |||
| | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm | | | | | | |||
| | Approve, on an advisory basis, executive compensation | | | | | |
Name
|
| |
Age
|
| |
Occupation
|
| | Year First Became a Director |
| |
Independent
|
| |
Board Committees
|
| |||
Kelly H. Barrett | | | | | 54 | | | | Former Senior Vice President – Home Services, The Home Depot |
| |
2016
|
| |
Yes
|
| | Audit; Nominating and Governance |
|
Wesley E. Cantrell | | | | | 84 | | | | Former President, Chief Executive Officer and Chairman, Lanier Worldwide | | |
2007
|
| |
Yes
|
| | Nominating and Governance*; Compensation |
|
Barbara B. Lang | | | | | 75 | | | | Managing Principal and Chief Executive Officer of Lang Strategies, LLC | | |
2015
|
| |
Yes
|
| | Compensation; Nominating and Governance |
|
Frank C. McDowell | | | | | 70 | | | | Former President, Chief Executive Officer and Director of BRE Properties, Inc. | | |
2008
|
| |
Yes
|
| | Compensation*; Nominating and Governance |
|
Donald A. Miller, CFA | | | | | 56 | | | | Chief Executive Officer, Piedmont Office Realty Trust, Inc. | | |
2007
|
| |
No
|
| | | |
Raymond G. Milnes, Jr. | | | | | 67 | | | | Former Partner, KPMG LLP | | |
2011
|
| |
Yes
|
| | Audit*; Capital |
|
C. Brent Smith | | | | | 43 | | | | President and Chief Investment Officer, Piedmont Office Realty Trust, Inc. |
| |
2019
|
| |
No
|
| | | |
Jeffrey L. Swope | | | | | 68 | | | | Managing Partner and Chief Executive Officer, Champion Partners Ltd. |
| |
2008
|
| |
Yes
|
| | Capital*; Compensation |
|
Dale H. Taysom | | | | | 70 | | | | Former Global Chief Operating Officer, Prudential Real Estate Investors | | |
2015
|
| |
Yes
|
| | Audit; Capital | |
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What We Do
|
| | | | |
What We Don’t Do
|
|
|
✓
DO require stockholder approval in the event a staggered Board is ever proposed
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| |
|
| |
NO staggered Board
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✓
DO have a board comprised of a super-majority of independent directors. Seven of our nine directors currently serving are independent in accordance with New York Stock Exchange (“NYSE”) listing standards and our Corporate Governance Guidelines.
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| |
|
| |
NO compensation or incentives that encourage risks reasonably likely to have a material adverse effect on the Company
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|
|
|
| |
NO tax gross ups for any executive officers
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| |||
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✓
DO have a separate Chairman and Chief Executive Officer.
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| |
|
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NO re-pricing or buyouts of underwater stock options
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✓
DO require majority for election of directors in uncontested elections.
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| |
|
| | NO reportable transactions with any of our directors or current executive officers | |
|
✓
DO permit stockholders to amend the bylaws
|
| |
|
| | NO hedging or pledging transactions involving our securities | |
|
✓
DO restrict board terms to 15 years
|
| |
|
| | NO guaranteed cash incentive compensation or equity grants with executive officers | |
|
✓
DO require an annual performance evaluation of our Board
|
| |
|
| | NO long-term employment contracts with executive officers | |
|
✓
DO align pay and performance by linking a majority of total compensation to the achievement of a balanced mix of Company and individual performance criteria tied to operational and strategic objectives established at the beginning of the performance period by the Compensation Committee and the Board.
|
| |
|
| |
NO supplemental executive benefits to our NEOs
|
|
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✓
DO deliver a substantial portion of the value of equity awards in performance shares. For 2018, 50% of our executive officers equity award opportunity was tied to our Company’s total stockholder return relative to our peer group.
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| | | ||||
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✓
DO maintain stock ownership guidelines for directors and executive officers
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| | | | | ||
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✓
DO include clawback provisions in agreements with our CEO, President, CFO and certain other of our NEOs
|
| | | | | ||
|
✓
DO conduct annual assessments of compensation at risk
|
| | | | | ||
|
✓
DO have a Compensation Committee comprised solely of independent directors
|
| | | | | ||
|
✓
DO retain an independent compensation consultant that reports directly to the Compensation Committee and performs no other services for management
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| | | | | ||
|
✓
DO cap incentive compensation. Incentive awards include minimum and maximum performance thresholds with funding that is based on actual results measured against the pre-approved goals that are clearly defined. Further, our Compensation Committee ultimately reserves the right to decrease payouts in their discretion.
|
| | | | |
|
Nominee
|
| |
Age
|
| |
Director Since
|
| |
Information About Nominee
|
|
|
Frank C. McDowell,
Chairman of the Board* |
| | 70 | | |
2008, Chairman since 2017
|
| |
Former President, Chief Executive Officer and Director of BRE Properties, Inc. (formerly NYSE: BRE), a self-administered equity REIT from 1995 until his retirement in 2004. Prior to joining BRE, Mr. McDowell was Chairman and Chief Executive Officer of Cardinal Realty Services, Inc., an owner/operator of multifamily housing. Before joining Cardinal Realty, Mr. McDowell had served as head of real estate at First Interstate Bank of Texas and Allied Bancshares. Additionally, Mr. McDowell was a licensed CPA in Texas for twenty years.
Mr. McDowell brings to the board extensive experience as a Chief Executive Officer of a public company within the real estate sector. He is very familiar with the public markets, including dealing with analysts and institutional investors as well as an in-depth working knowledge of various financial structures and the capital raising process. In addition, he has expertise in strategic planning, establishing and managing compensation for senior real estate executives, and in other financial matters given his background as a CPA. These skills make him well suited to serve as Chairman of the Board and Chairman of the Compensation Committee.
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|
|
Nominee
|
| |
Age
|
| |
Director Since
|
| |
Information About Nominee
|
|
|
Kelly H. Barrett,
Director* |
| | 54 | | |
2016
|
| |
Prior to her retirement in December 2018, Ms. Barrett was employed by The Home Depot (NYSE:HD) for sixteen years, commencing in 2003, serving in various roles including Senior Vice President — Home Services, Vice President Corporate Controller, Senior Vice President of Enterprise Program Management, and Vice President of Internal Audit and Corporate Compliance. Prior to her employment by The Home Depot, Ms. Barrett was employed by Cousins Properties Incorporated for eleven years in various financial roles, ultimately including that of Chief Financial Officer. During that time, she was very active in the National Association of Real Estate Investment Trusts (NAREIT) as an Accounting Committee Co-Chairperson and member of the Best Financial Practices Council as well as the Real Estate Group of Atlanta. She has been a licensed CPA in Georgia for the past thirty years. In addition, Ms. Barrett served as a director of State Bank Financial Corporation (NASDAQ: STBZ) from August of 2011 to May of 2016.
Ms. Barrett brings over 30 years of leadership and financial management expertise to the Board. As a former member of NAREIT’s Accounting Committee and Best Financial Practices Council and former chief financial officer of an office REIT, she is well qualified to provide oversight and guidance for Piedmont and serve as a member of the Audit Committee and an audit committee financial expert.
|
|
| | | |||||||||
|
Wesley E. Cantrell,
Director* |
| | 84 | | |
2007
|
| |
Former President, Chief Executive Officer and Chairman of Lanier Worldwide, Inc. (formerly NYSE: LR), a global document management company from 1955 until his retirement in 2007. Formerly served as a director and Chairman of the Nominating and Corporate Governance Committee for AnnTaylor Stores Corporation (NYSE: ANN), Oxford Industries, Inc. (NYSE: OXM), and First Union National Bank of Atlanta.
Mr. Cantrell brings to the board broad senior management expertise and experience with corporate governance practices to his role as Chairman of our Nominating and Corporate Governance Committee. As a member of the Horatio Alger Association of Distinguished Americans and an author of books on integrity and ethical decision-making in business, Mr. Cantrell offers unique insight into issues influencing our company culture and business practices.
|
|
|
Barbara B. Lang,
Director* |
| | 75 | | |
2015
|
| | Managing Principal & Chief Executive Officer of Lang Strategies, LLC, a business consulting firm, located in Washington, D.C. Ms. Lang served as president and Chief Executive Officer of the D.C. Chamber of Commerce from 2002 to 2014 and prior to joining the Chamber was the Vice President of Corporate Services and Chief Procurement Officer for Fannie Mae. Ms. Lang also had a long career with IBM where she served in several management positions in finance, administration and product forecasting. She has received numerous awards and accolades throughout her career, including being twice named one of Washingtonian Magazine’s 150 Most Powerful People in the Washington, D.C. region, Business Leader of the Year by the District of Columbia Building Industry Association and a Lifetime Legacy Award from Washington Business Journal. Ms. Lang also | |
|
Nominee
|
| |
Age
|
| |
Director Since
|
| |
Information About Nominee
|
|
| | | | | | | | | |
served on the board of Cardinal Financial Corporation (NASDAQ: CFNL), from 2014 to 2017 and currently serves on the boards of the Metropolitan Washington Airports Authority, and Sibley Hospital Foundation.
Ms. Lang brings to the board a broad personal network of corporate and governmental contacts in one of the Company’s key operating markets. In addition, she has extensive senior management expertise with both private corporations and governmental agencies. Ms. Lang’s diverse business, financial, and governance expertise make her highly qualified to serve on the Compensation and Nominating and Corporate Governance Committees.
|
|
|
Donald A. Miller, CFA,
Chief Executive Officer, Director |
| | 56 | | |
2007
|
| |
Piedmont’s Chief Executive Officer and a member of the board of directors of Piedmont since 2007.
Prior to joining Piedmont, Mr. Miller was the head of real estate activities at Wells Real Estate Funds, Inc. for four years. Prior to joining Wells, he was employed by Lend Lease, a leading international commercial real estate property group in various roles, ultimately leading to that of head of the U.S. equity real estate operations. Prior to Lend Lease, Mr. Miller was responsible for regional acquisitions for Prentiss Properties Realty Advisors, a predecessor entity to Prentiss Properties Trust (formerly NASDAQ: PP). Earlier in his career, Mr. Miller worked in the pension investment management department of Delta Air Lines where he was responsible for real estate and international equity investment programs. Mr. Miller is also a Chartered Financial Analyst and a member of the board of directors of Pacolet Milliken Enterprises, a Greenville, South Carolina investment company specializing in real estate and energy. He previously served on the Board of Governors of NAREIT and is currently a member of the Urban Land Institute (ULI), and the National Association of Industrial and Office Properties (NAIOP).
Mr. Miller brings to the board over 30 years of experience in dealing with virtually all aspects of real estate acquisition, financing, management, leasing, disposition as well as both portfolio and asset management experience. He also has an extensive personal network of contacts throughout the real estate industry and is very knowledgeable about each of the individual geographic markets in which Piedmont currently owns or may own property.
|
|
|
Nominee
|
| |
Age
|
| |
Director Since
|
| |
Information About Nominee
|
|
|
Raymond G. Milnes, Jr.,
Director* |
| | 67 | | |
2011
|
| |
Former partner with KPMG LLP where he was employed for 38 years. Mr. Milnes served as the National Sector Leader for the Building, Construction and Real Estate Practice for fourteen years and has extensive accounting, auditing, and advisory experience in all sectors of the real estate and construction industries. Served as the lead audit partner or account executive for several of KPMG’s largest real estate and construction clients. Was a frequent speaker and panelist on current trends in the building, construction, and real estate industry and has contributed to numerous real estate industry publications. Was formerly an associate member of the Board of Governors of NAREIT, has served on the Advisory Board of the Real Estate Center of DePaul University, and has been a member of the Real Estate Roundtable President’s Council. In addition, he is an Adjunct Faculty member in DePaul University’s School of Real Estate. He has a BS in Accounting from the University of Detroit and is a registered CPA.
Mr. Milnes brings to the board real estate specific financial knowledge and experience including dealing with complex financial and accounting related issues based on his many years serving as a KPMG partner and his leadership roles within the KPMG organization. Additionally, he has an in-depth knowledge of the workings of the Securities and Exchange Commission (“SEC”) and risk management expertise as well as contacts at other real estate firms. Finally, his financial expertise makes him well qualified to serve as Chairman of the Audit Committee and an audit committee financial expert.
|
|
| | ||||||||||
|
C. Brent Smith,
President, Chief Investment Officer, and Director |
| | 43 | | |
2019
|
| |
Piedmont’s President since November 2018 and Chief Investment Officer since 2016. Appointed to the board of directors on March 19, 2019 and will transition to the role of Chief Executive Officer upon Mr. Miller’s retirement in June 2019. As President and Chief Investment Officer, Mr. Smith works closely with our Chief Executive Officer and Board of Directors on strategy, portfolio operations and capital market transactions. Until February 2019, Mr. Smith also served as EVP of Piedmont’s Northeast Region where he was responsible for all leasing, asset management, acquisition, disposition and development activity for the Company’s over three million square foot Boston and New York/New Jersey portfolio. Prior to joining Piedmont in 2012, Mr. Smith served as an Executive Director with Morgan Stanley in the Real Estate Investment Banking division advising a wide range of public and private real estate clients.
He brings to the board approximately 15 years of corporate- and property-level real estate acquisitions experience in both North America and Asia, has a detailed working knowledge of each of Piedmont’s operating markets, experience in handling some of Piedmont’s largest and most complex tenants and properties as well as negotiating complex purchase and sale transactions and working relationships with each of Piedmont’s analysts. In addition, his extensive network of private equity investors and top-tier investment bankers is invaluable to the company.
|
|
|
Nominee
|
| |
Age
|
| |
Director Since
|
| |
Information About Nominee
|
|
|
Jeffrey L. Swope,
Director* |
| | 68 | | |
2008
|
| |
Founder, Managing Partner and Chief Executive Officer of Champion Partners Ltd., a nationwide developer and investor of office, industrial and retail properties, since 1991. Co-founded Champion Private Equity, a private real estate capital and investment company, in 2011. Serves as a member of the University of Texas at Austin Business School Advisory Council.
As a nationwide developer of real estate property, Mr. Swope has handled the acquisition, financing, leasing and management of over 50 million square feet of real estate during his approximately 40 year career in the commercial real estate industry and thus brings extensive experience in virtually all aspects of real estate and a wealth of knowledge regarding the individual geographic markets in which Piedmont currently owns or may own property. This experience makes him well suited to serve as Chairman of the Capital Committee. He also has an extensive personal network of contacts throughout the real estate industry.
|
|
|
Dale H. Taysom,
Vice-Chairman of the Board* |
| | 70 | | |
2015, Vice-Chairman since 2017
|
| |
Former Global Chief Operating Officer for Prudential Real Estate Investors (“PREI”). Prior to his retirement in 2013, during his 36-year career with PREI, Mr. Taysom held various positions including Head of United States Transactions and Global Head of Transactions, among others, prior to completing his tenure as Global Chief Operating Officer (“COO”). Was a member of PREI’s domestic and international investment committees and a member of the Global Management Committee. Currently a member of the ULI and a former member of both the National Multi-Housing Council and the National Association of Real Estate Investment Managers (“NAREIM”).
Mr. Taysom brings many years of experience dealing with almost every facet of owning and operating commercial real estate. He is familiar with many of the markets in which our properties are located and has an extensive personal network of contacts throughout the real estate industry. In addition to his financial and budgetary responsibilities as COO of PREI, Mr. Taysom also participated with the management committee in formulating the strategic vision of the company including the review, approval, and responsibility for financial performance. This financial and operational experience makes him well suited to serve as a member of the Audit Committee.
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| | | |
2018
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| |
2017
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| ||||||
| Audit Fees | | | | $ | 1,102,500 | | | | | $ | 1,161,000 | | |
| Audit-Related Fees | | | | | — | | | | | | — | | |
| Tax Fees | | | | | — | | | | | | — | | |
| All Other Fees | | | | | — | | | | | | — | | |
|
Total
|
| | | $ | 1,102,500 | | | | | $ | 1,161,000 | | |
Name
|
| |
Age
|
| |
Position(s)
|
|
Donald A. Miller, CFA
|
| | 56 | | | Chief Executive Officer and Director | |
Robert E. Bowers | | | 62 | | | Executive Vice President and Chief Financial Officer | |
Christopher A. Kollme
|
| | 48 | | | Executive Vice President — Finance and Strategy | |
Laura P. Moon | | | 48 | | | Senior Vice President and Chief Accounting Officer | |
Joseph H. Pangburn | | | 58 | | | Executive Vice President — Southwest Region | |
Thomas R. Prescott | | | 61 | | | Executive Vice President — Midwest Region | |
Carroll A. Reddic, IV | | | 53 | | |
Executive Vice President — Real Estate Operations, Assistant Secretary
|
|
C. Brent Smith | | | 43 | | | President, Chief Investment Officer and Director | |
George M. Wells | | | 56 | | | Executive Vice President — Southeast Region | |
Robert K. Wiberg | | | 63 | | |
Executive Vice President — Northeast Region and Head of Development
|
|
Director
|
| |
Board of
Directors |
| |
Audit
Committee |
| |
Nominating and
Corporate Governance Committee |
| |
Compensation
Committee |
| |
Capital
Committee |
|
Frank C. McDowell | | |
C
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•
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C
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Kelly H. Barrett** | | |
•
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•
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•
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Wesley E. Cantrell | | |
•
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C
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•
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Barbara B. Lang | | |
•
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•
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•
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Donald A. Miller, CFA* | | |
•
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Raymond G. Milnes, Jr.** | | |
•
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C
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•
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C. Brent Smith* | | |
•
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Jeffrey L. Swope | | |
•
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| | | | | | | |
•
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C
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|
Dale H. Taysom | | |
VC
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•
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•
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|
Number of 2018 meetings | | |
14
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| |
7
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4
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6
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4
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Experience, Skill, or Characteristic
|
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McDowell
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Barrett
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Cantrell
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Lang
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Milnes
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Swope
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Taysom
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|
Audit committee financial expert | | | | | |
•
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•
|
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Financial experience | | |
•
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•
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•
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•
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|
Chief executive or chief financial officer experience (with a preference for REIT-specific experience) | | |
•
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•
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•
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•
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•
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| | | |
Public company experience | | |
•
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•
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•
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•
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•
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Industry specific knowledge | | |
•
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•
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•
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•
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•
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|
Strategic planning experience or expertise | | |
•
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•
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•
|
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•
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| | | | |
•
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| |
•
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|
Experience mentoring top level leaders | | |
•
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•
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•
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•
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•
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|
General management experience | | |
•
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•
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•
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•
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| | | | |
•
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•
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|
Real estate development/construction expertise | | |
•
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•
|
| | | | | | | | | | |
•
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•
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|
Investment banking experience | | | | | | | | | | | | | | | | | | | | |
•
|
|
Racial diversity | | | | | | | | | | | |
•
|
| | | | | | | | | |
Gender diversity | | | | | |
•
|
| | | | |
•
|
| | | | | | | | | |
Risk management expertise | | | | | |
•
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•
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Marketing expertise | | | | | |
•
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•
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•
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•
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International experience | | | | | |
•
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•
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•
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|
Company
|
| | Implied Equity Market Capitalization ($) |
| | Total Enterprise Value ($) |
| |
Sector
|
| ||||||
Brandywine Realty Trust | | | | | 2,589.6 | | | | | | 4,473.6 | | | |
Office
|
|
Columbia Property Trust, Inc. | | | | | 2,585.3 | | | | | | 3,935.0 | | | |
Office
|
|
Corporate Office Properties Trust | | | | | 2,978.6 | | | | | | 4,888.4 | | | |
Office
|
|
Cousins Properties Incorporated | | | | | 3,518.6 | | | | | | 4,559.3 | | | |
Office
|
|
Equity Commonwealth | | | | | 3,582.6 | | | | | | 1,478.3 | | | |
Office
|
|
Highwoods Properties, Inc. | | | | | 4,787.4 | | | | | | 6,884.6 | | | |
Office
|
|
Hudson Pacific Properties, Inc. | | | | | 4,872.5 | | | | | | 7,452.2 | | | |
Office
|
|
Kilroy Realty Corporation | | | | | 7,254.6 | | | | | | 10,176.2 | | | |
Office
|
|
Mack-Cali Realty Corporation | | | | | 2,036.7 | | | | | | 4,674.4 | | | |
Office
|
|
Paramount Group, Inc. | | | | | 3,817.4 | | | | | | 7,635.1 | | | |
Office
|
|
TIER REIT, Inc. | | | | | 1,148.6 | | | | | | 2,029.5 | | | |
Office
|
|
Washington Real Estate Investment Trust
|
| | | | 2,225.7 | | | | | | 3,476.9 | | | |
Diversified
|
|
Median | | | | | 3,248.6 | | | | | | 4,616.9 | | | | | |
Piedmont Office Realty Trust, Inc. | | | | | 2,346.6 | | | | | | 4,060.3 | | | |
Office
|
|
(in thousands)
|
| | | | | 25th Percentile |
| | 50th Percentile |
| | 75th Percentile |
| |
Average
|
| ||||||||||||
Chief Executive Officer | | | Peer Group | | | | $ | 3,481 | | | | | $ | 4,642 | | | | | $ | 6,066 | | | | | $ | 5,115 | | |
Chief Financial Officer | | | Peer Group | | | | $ | 1,599 | | | | | $ | 1,675 | | | | | $ | 2,522 | | | | | $ | 1,997 | | |
EVP and Chief Investment Officer*
|
| |
Peer Group
|
| | | $ | 1,360 | | | | | $ | 1,619 | | | | | $ | 2,046 | | | | | $ | 1,675 | | |
|
Supplemental Position
|
| | | $ | 807 | | | | | $ | 1,192 | | | | | $ | 1,594 | | | | | $ | 1,267 | | | ||
EVP — Finance and Strategy | | |
Supplemental Position
|
| | | $ | 704 | | | | | $ | 979 | | | | | $ | 1,468 | | | | | $ | 1,078 | | |
EVP — Mid-Atlantic* Region and Head of Development
|
| |
Peer Group
|
| | | $ | 1,043 | | | | | $ | 1,149 | | | | | $ | 1,790 | | | | | $ | 1,438 | | |
|
Supplemental Position
|
| | | $ | 722 | | | | | $ | 1,179 | | | | | $ | 1,639 | | | | | $ | 1,187 | | |
| | | Annual Short-Term Cash Incentive Compensation as a % of Base Salary |
| |||||||||||||||
Name and Position
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
Donald A. Miller, CFA Chief Executive Officer | | | | | 75% | | | | | | 120% | | | | | | 200% | | |
Robert E. Bowers Chief Financial Officer | | | | | 50% | | | | | | 100% | | | | | | 150% | | |
Christopher A. Kollme EVP — Finance and Strategy | | | | | 50% | | | | | | 100% | | | | | | 150% | | |
C. Brent Smith President and Chief Investment Officer | | | | | 50% | | | | | | 100% | | | | | | 150% | | |
Robert K. Wiberg EVP — Northeast Region and Head of Development | | | | | 35% | | | | | | 70% | | | | | | 105% | | |
Performance Measure
|
| | Target Performance Goal |
| | Actual Performance |
| | Over (Under) Performance |
|
Core FFO per share
|
| |
$1.6847
|
| |
$1.7348
|
| |
3.0%
|
|
Balance Sheet Management: | | | | | | | | | | |
Refinance Line of Credit and add >=$150m of new term debt
|
| |
Achieve or not
|
| |
Achieved
|
| |
Achieved(1)
|
|
Maximum debt % (Debt/Gross Asset Value)
|
| |
less than or equal to
40% at end of year |
| |
36.2%
|
| |
Achieved(1)
|
|
Ladder maturities (excludes line of credit)
|
| |
less than or equal to
30% per annum |
| |
less than or equal to
30% per annum |
| |
Achieved(1)
|
|
Weighted Average Committed Capital Per Square Foot Leased Relative to Budget | | | | | | | | | | |
New
|
| |
$7.35
|
| |
$6.33
|
| |
13.9%
|
|
Renewal
|
| |
$4.34
|
| |
$5.88
|
| |
(35.5)%
|
|
Leasing Targets: | | | | | | | | | | |
New SF Leasing(2)
|
| |
867,000
|
| |
857,420
|
| |
(1.1)%
|
|
Renewal SF Leasing(2)
|
| |
810,000
|
| |
635,652
|
| |
(21.5)%
|
|
Capital Allocations/Markets (in millions) | | | | | | | | | | |
Acquisitions
|
| |
$250.0
|
| |
$452.9
|
| |
81.2%
|
|
Dispositions
|
| |
$221.0
|
| |
$317(3)
|
| |
43.4%
|
|
Board Discretion/Individual Performance
|
| |
Qualitative
|
| |
Qualitative
|
| |
Above Target
|
|
Name
|
| | 2018 Target Annual Incentive ($) |
| | 2018 Actual Annual Incentive ($) |
| | 2018 Actual Annual Incentive as a % of Target |
| |||||||||
Mr. Miller | | | | | 888,000 | | | | | | 1,147,000 | | | | | | 129% | | |
Mr. Bowers | | | | | 465,000 | | | | | | 541,000 | | | | | | 116% | | |
Mr. Kollme | | | | | 350,000 | | | | | | 365,000 | | | | | | 104% | | |
Mr. Smith | | | | | 425,000 | | | | | | 494,000 | | | | | | 116% | | |
Mr. Wiberg | | | | | 231,000 | | | | | | 250,000 | | | | | | 108% | | |
Total
|
| | | | 2,359,000 | | | | | | 2,797,000 | | | | | | | | |
| | | TSR Percentile Rank as of December 31, 2018 |
| | Estimated Payout Percentage of Target Based on Percentile Rank as of December 31, 2018 |
| ||||||
2016 – 18 Performance Share Plan | | | | | 50.0% | | | | | | 100.0% | | |
2017 – 19 Performance Share Plan | | | | | 68.8% | | | | | | 175.0% | | |
2018 – 20 Performance Share Plan | | | | | 81.3% | | | | | | 200.0% | | |
| | |
2017 Goal
|
| | ||||||||||||||||||||
Measure
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual
|
| ||||||||||||
Core FFO (per share) | | | | $ | 1.52 | | | | | $ | 1.700 | | | | | $ | 1.79 | | | | | $ | 1.7497 | | |
Actual Adjusted Funds From Operations Before Capital Expenditures Relative to Budget (in millions) | | | | $ | 189.6 | | | | | $ | 222.7 | | | | | $ | 245.0 | | | | | $ | 235.8 | | |
Actual General and Administrative Expense Relative to Budget (in millions) |
| | | $ | 34.7 | | | | | $ | 31.5 | | | | | $ | 28.4 | | | | | $ | 31.1 | | |
Board Discretion/Individual Performance | | |
Qualitative
|
| |
Qualitative
|
| |
Qualitative
|
| |
Achieved
Target |
|
Measure
|
| |
Adjustment Factor
|
| | Incentive Available to be Earned Based on Actual Performance (as a Percentage of Target) |
| |
Relative
Weighting |
| ||||||||||||
|
Threshold
|
| |
Maximum(1)
|
| |||||||||||||||||
Core FFO per share to Budget | | |
Every 1% variance in performance increases or decreases the targeted award by 10%, based on relative weighting
|
| | | | 50% | | | | | | 150% | | | | | | 25% | | |
Actual Adjusted Funds From Operations Before Capital Expenditures Relative to Budget | | |
Every 1% variance in performance increases or decreases the targeted award by 5%, based on relative weighting
|
| | | | 50% | | | | | | 150% | | | | | | 25% | | |
Actual General and Administrative Expense Relative to Budget | | |
Every 1% variance in performance increases or decreases the targeted award by 5%, based on relative weighting
|
| | | | 50% | | | | | | 150% | | | | | | 25% | | |
Board Discretion/Individual Performance | | | Qualitative | | | | | | | | | | | | | | | | | 25% | | |
| | |
Lesser Of:
|
| |||||||||
| | | Multiple of Salary |
| | Shares of Stock |
| ||||||
Chief Executive Officer | | | | | 5x | | | | | | 195,000 | | |
Chief Financial Officer | | | | | 3x | | | | | | 75,000 | | |
EVP — Finance and Strategy | | | | | 2x | | | | | | 30,000 | | |
President and Chief Investment Officer |
| | | | 2x | | | | | | 30,000 | | |
EVP — Northeast Region and Head of Development | | | | | 2x | | | | | | 30,000 | | |
Name and Principal Position
|
| |
Year
|
| | Salary ($) |
| | Stock Awards ($)(1) |
| | Non-Equity Incentive Plan Compensation ($) |
| | All Other Compensation ($) |
| | Total ($) |
| ||||||||||||||||||
Donald A. Miller, CFA
Chief Executive Officer |
| | | | 2018 | | | | | | 740,000 | | | | | | 3,167,024(2) | | | | | | 1,147,000 | | | | | | 27,659(5) | | | | | | 5,081,683 | | |
| | | 2017 | | | | | | 720,000 | | | | | | 3,192,790(3) | | | | | | 950,486 | | | | | | 26,350 | | | | | | 4,889,626 | | | ||
| | | 2016 | | | | | | 720,000 | | | | | | 2,885,893(4) | | | | | | 1,088,044 | | | | | | 26,408 | | | | | | 4,720,345 | | | ||
Robert E. Bowers
Executive Vice President and Chief Financial Officer |
| | | | 2018 | | | | | | 465,000 | | | | | | 1,149,366(2) | | | | | | 541,000 | | | | | | 24,750(5) | | | | | | 2,180,116 | | |
| | | 2017 | | | | | | 450,000 | | | | | | 1,149,412(3) | | | | | | 442,575 | | | | | | 24,248 | | | | | | 2,066,235 | | | ||
| | | 2016 | | | | | | 450,000 | | | | | | 1,038,914(4) | | | | | | 521,690 | | | | | | 24,282 | | | | | | 2,034,886 | | | ||
Christopher A. Kollme(6)
Executive Vice President — Finance & Strategy |
| | | | 2018 | | | | | | 350,000 | | | | | | 434,137(2) | | | | | | 365,000 | | | | | | 4,875(5) | | | | | | 1,154,012 | | |
| | | 2017 | | | | | | 197,885 | | | | | | 424,229(3) | | | | | | 344,225 | | | | | | 2,619 | | | | | | 968,958 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
C. Brent Smith
President and Chief Investment Officer |
| | | | 2018 | | | | | | 350,000 | | | | | | 630,716(2) | | | | | | 494,000 | | | | | | 18,750(5) | | | | | | 1,493,466 | | |
| | | 2017 | | | | | | 300,000 | | | | | | 446,983(3) | | | | | | 400,000 | | | | | | 12,190 | | | | | | 1,159,173 | | | ||
| | | 2016 | | | | | | 262,500 | | | | | | 318,973(4) | | | | | | 235,000 | | | | | | 8,056 | | | | | | 824,529 | | | ||
Robert K. Wiberg
Executive Vice President — Northeast Region and Head of Development |
| | | | 2018 | | | | | | 330,000 | | | | | | 434,137(2) | | | | | | 250,000 | | | | | | 24,750(5) | | | | | | 1,038,887 | | |
| | | 2017 | | | | | | 320,000 | | | | | | 446,983(3) | | | | | | 196,700 | | | | | | 24,250 | | | | | | 987,933 | | | ||
| | | 2016 | | | | | | 320,000 | | | | | | 404,034(4) | | | | | | 230,000 | | | | | | 18,282 | | | | | | 972,316 | | |
Name
|
| | Matching Contributions to 401(k) ($) |
| | Premium for Company Paid Life Insurance ($) |
| | Executive Health Physical ($) |
| | Total Other Compensation ($) |
| ||||||||||||
Donald A. Miller, CFA | | | | | 24,500 | | | | | | 250 | | | | | | 2,909 | | | | | | 27,659 | | |
Robert E. Bowers | | | | | 24,500 | | | | | | 250 | | | | | | — | | | | | | 24,750 | | |
Christopher A. Kollme | | | | | 4,625 | | | | | | 250 | | | | | | — | | | | | | 4,875 | | |
C. Brent Smith | | | | | 18,500 | | | | | | 250 | | | | | | — | | | | | | 18,750 | | |
Robert K. Wiberg | | | | | 24,500 | | | | | | 250 | | | | | | — | | | | | | 24,750 | | |
Name and Principal Position
|
| |
Year
|
| | Salary ($) |
| | Stock Awards That Vested ($) (1) |
| | Non-Equity Incentive Plan Compensation ($) |
| | All Other Compensation ($) |
| | Total ($) |
| ||||||||||||||||||
Donald A. Miller, CFA
Chief Executive Officer and President |
| | | | 2018 | | | | | | 740,000 | | | | | | 2,857,400 | | | | | | 1,147,000(2) | | | | | | 27,659(3) | | | | | | 4,772,059 | | |
| | | 2017 | | | | | | 720,000 | | | | | | 2,764,374 | | | | | | 950,486 | | | | | | 26,350 | | | | | | 4,461,210 | | | ||
| | | 2016 | | | | | | 720,000 | | | | | | 1,787,612 | | | | | | 1,088,044 | | | | | | 26,408 | | | | | | 3,622,064 | | | ||
Robert E. Bowers
Chief Financial Officer, Executive Vice President |
| | | | 2018 | | | | | | 465,000 | | | | | | 1,042,277 | | | | | | 541,000(2) | | | | | | 24,750(3) | | | | | | 2,073,027 | | |
| | | 2017 | | | | | | 450,000 | | | | | | 1,065,359 | | | | | | 442,575 | | | | | | 24,248 | | | | | | 1,982,182 | | | ||
| | | 2016 | | | | | | 450,000 | | | | | | 691,482 | | | | | | 521,690 | | | | | | 24,282 | | | | | | 1,687,454 | | | ||
Christopher A. Kollme(4)
Executive Vice President — Finance and Strategy |
| | | | 2018 | | | | | | 350,000 | | | | | | 90,270 | | | | | | 365,000(2) | | | | | | 4,875(3) | | | | | | 810,145 | | |
| | | 2017 | | | | | | 197,885 | | | | | | 43,743 | | | | | | 344,225 | | | | | | 2,619 | | | | | | 588,472 | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
C. Brent Smith
President and Chief Investment Officer |
| | | | 2018 | | | | | | 350,000 | | | | | | 394,371 | | | | | | 494,000(2) | | | | | | 18,750(3) | | | | | | 1,257,121 | | |
| | | 2017 | | | | | | 300,000 | | | | | | 355,057 | | | | | | 400,000 | | | | | | 12,190 | | | | | | 1,067,247 | | | ||
| | | 2016 | | | | | | 262,500 | | | | | | 232,641 | | | | | | 235,000 | | | | | | 8,056 | | | | | | 738,197 | | | ||
Robert K. Wiberg
Executive Vice President — Northeast Region and Head of Development |
| | | | 2018 | | | | | | 330,000 | | | | | | 538,438 | | | | | | 250,000(2) | | | | | | 24,750(3) | | | | | | 1,143,188 | | |
| | | 2017 | | | | | | 320,000 | | | | | | 536,118 | | | | | | 196,700 | | | | | | 24,250 | | | | | | 1,077,068 | | | ||
| | | 2016 | | | | | | 320,000 | | | | | | 361,588 | | | | | | 230,000 | | | | | | 18,282 | | | | | | 929,870 | | |
| | |
Grant Date
|
| | Estimated Potential Payouts Under Non-Equity Incentive Plan Awards(1) |
| | Estimated Future Payouts Under Equity Incentive Plan Awards(2) |
| | All Other Stock |
| |
Grant
Date Fair Value of Stock Awards |
| ||||||||||||||||||||||||||||||||||||
| | |
Threshold
|
| |
Target
|
| |
Maximum
|
| | Threshold (Number of Shares) |
| | Target (Number of Shares) |
| | Maximum (Number of Shares) |
| | Number of Shares of Stock |
| ||||||||||||||||||||||||||||||
Donald A. Miller, CFA | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 STIC Plan
|
| | | | | | $ | 555,000 | | | | | $ | 888,000 | | | | | $ | 1,480,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 LTIC Plan —
2018 – 20 Performance Share Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | 36,435 | | | | | | 72,870 | | | | | | 145,740 | | | | | | | | | | | $ | 1,713,902(4) | | |
2017 LTIC Plan —
Deferred Stock Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 81,453(3) | | | | | $ | 1,453,122 | | |
Robert E. Bowers | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 STIC Plan
|
| | | | | | $ | 232,500 | | | | | $ | 465,000 | | | | | $ | 697,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 LTIC Plan —
2018 – 20 Performance Share Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | 13,313 | | | | | | 26,626 | | | | | | 53,252 | | | | | | | | | | | $ | 626,244(4) | | |
2017 LTIC Plan —
Deferred Stock Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 29,323(3) | | | | | $ | 523,122 | | |
Christopher A. Kollme | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 STIC Plan
|
| | | | | | $ | 175,000 | | | | | $ | 350,000 | | | | | $ | 525,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 LTIC Plan —
2018 – 20 Performance Share Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | 4,905 | | | | | | 9,809 | | | | | | 19,618 | | | | | | | | | | | $ | 230,707(4) | | |
2017 LTIC Plan —
Deferred Stock Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,403(3) | | | | | $ | 203,430 | | |
C. Brent Smith | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 STIC Plan
|
| | | | | | $ | 212,500 | | | | | $ | 425,000 | | | | | $ | 637,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 LTIC Plan —
2018 – 20 Performance Share Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | 4,905 | | | | | | 9,809 | | | | | | 19,618 | | | | | | | | | | | $ | 230,708(4) | | |
2017 LTIC Plan —
Deferred Stock Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 22,422(3) | | | | | $ | 400,008 | | |
Robert K. Wiberg | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 STIC Plan
|
| | | | | | $ | 115,500 | | | | | $ | 231,000 | | | | | $ | 346,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
2018 LTIC Plan —
2018 – 20 Performance Share Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | 4,905 | | | | | | 9,809 | | | | | | 19,618 | | | | | | | | | | | $ | 230,707(4) | | |
2017 LTIC Plan —
Deferred Stock Component |
| |
May 17, 2018
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,403(3) | | | | | $ | 203,430 | | |
| | |
LTIC Stock Awards
|
| |||||||||||||||||||||
| | |
Deferred Stock Component
|
| |
Performance Share Component
|
| ||||||||||||||||||
Name
|
| | Number of Shares or Units of Stock That Have Not Vested (#) |
| | Market Value of Shares or Units of Stock That Have Not Vested |
| | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
| ||||||||||||
Donald A. Miller, CFA: | | | | | | | | | | | | | | | | | | | | | | | | | |
May 24,2016 plan award(1)(5)
|
| | | | | | | | | | | | | | | | 62,783 | | | | | $ | 1,246,243 | | |
May 24, 2016 award(2)(5)
|
| | | | 18,090 | | | | | $ | 359,087 | | | | | | | | | | | | | | |
May 18, 2017 plan award(3)(6)
|
| | | | | | | | | | | | | | | | 102,432 | | | | | $ | 1,947,232 | | |
May 18, 2017 award(2)(6)
|
| | | | 33,033 | | | | | $ | 627,957 | | | | | | | | | | | | | | |
May 17, 2018 plan award(4)(7)
|
| | | | | | | | | | | | | | | | 145,740 | | | | | $ | 2,575,226 | | |
May 17, 2018 award(2)(7)
|
| | | | 61,090 | | | | | $ | 1,079,460 | | | | | | | | | | | | | | |
Total
|
| | | | 112,213 | | | | | $ | 2,066,504 | | | | | | 310,955 | | | | | $ | 5,768,701 | | |
Robert E. Bowers | | | | | | | | | | | | | | | | | | | | | | | | | |
May 24,2016 plan award(1)(5)
|
| | | | | | | | | | | | | | | | 22,602 | | | | | $ | 448,650 | | |
May 24, 2016 award(2)(5)
|
| | | | 6,512 | | | | | $ | 129,263 | | | | | | | | | | | | | | |
May 18, 2017 plan award(3)(6)
|
| | | | | | | | | | | | | | | | 36,876 | | | | | $ | 701,013 | | |
May 18, 2017 award(2)(6)
|
| | | | 11,892 | | | | | $ | 226,067 | | | | | | | | | | | | | | |
May 17, 2018 plan award(4)(7)
|
| | | | | | | | | | | | | | | | 53,252 | | | | | $ | 940,963 | | |
May 17, 2018 award(2)(7)
|
| | | | 21,992 | | | | | $ | 388,599 | | | | | | | | | | | | | | |
Total
|
| | | | 40,396 | | | | | $ | 743,929 | | | | | | 112,730 | | | | | $ | 2,090,626 | | |
Christopher A. Kollme | | | | | | | | | | | | | | | | | | | | | | | | | |
May 18, 2017 plan award(3)(6)
|
| | | | | | | | | | | | | | | | 14,340 | | | | | $ | 272,603 | | |
May 18, 2017 award(2)(6)
|
| | | | 4,093 | | | | | $ | 77,808 | | | | | | | | | | | | | | |
May 17, 2018 plan award(4)(7)
|
| | | | | | | | | | | | | | | | 19,618 | | | | | $ | 346,650 | | |
May 17, 2018 award(2)(7)
|
| | | | 8,553 | | | | | $ | 151,132 | | | | | | | | | | | | | | |
Total
|
| | | | 12,646 | | | | | $ | 228,940 | | | | | | 33,958 | | | | | $ | 619,253 | | |
C. Brent Smith | | | | | | | | | | | | | | | | | | | | | | | | | |
January 3, 2014 award(8)
|
| | | | 2,431 | | | | | $ | 52,777 | | | | | | | | | | | | | | |
May 24,2016 plan award(1)(5)
|
| | | | | | | | | | | | | | | | 6,906 | | | | | $ | 137,084 | | |
May 24, 2016 award(2)(5)
|
| | | | 2,009 | | | | | $ | 39,879 | | | | | | | | | | | | | | |
May 18, 2017 plan award(3)(6)
|
| | | | | | | | | | | | | | | | 14,340 | | | | | $ | 272,603 | | |
May 18, 2017 award(2)(6)
|
| | | | 4,625 | | | | | $ | 87,921 | | | | | | | | | | | | | | |
May 17, 2018 plan award(4)(7)
|
| | | | | | | | | | | | | | | | 19,618 | | | | | $ | 346,650 | | |
May 17, 2018 award(2)(7)
|
| | | | 16,817 | | | | | $ | 297,156 | | | | | | | | | | | | | | |
Total
|
| | | | 25,882 | | | | | $ | 477,733 | | | | | | 40,864 | | | | | $ | 756,337 | | |
Robert K. Wiberg | | | | | | | | | | | | | | | | | | | | | | | | | |
January 3, 2014 award(8)
|
| | | | 2,431 | | | | | $ | 52,777 | | | | | | | | | | | | | | |
May 24,2016 plan award(1)(5)
|
| | | | | | | | | | | | | | | | 8,790 | | | | | $ | 174,482 | | |
May 24, 2016 award(2)(5)
|
| | | | 2,532 | | | | | $ | 50,260 | | | | | | | | | | | | | | |
May 18, 2017 plan award(3)(6)
|
| | | | | | | | | | | | | | | | 14,340 | | | | | $ | 272,603 | | |
May 18, 2017 award(2)(6)
|
| | | | 4,624 | | | | | $ | 87,902 | | | | | | | | | | | | | | |
May 17, 2018 plan award(4)(7)
|
| | | | | | | | | | | | | | | | 19,618 | | | | | $ | 346,650 | | |
May 17, 2018 award(2)(7)
|
| | | | 8,553 | | | | | $ | 151,132 | | | | | | | | | | | | | | |
| | | | | 18,140 | | | | | $ | 342,071 | | | | | | 42,748 | | | | | $ | 793,735 | | |
| | |
Stock Awards
|
| |||||||||
Name
|
| | Number of Shares Acquired On Vesting (#) |
| | Value Realized on Vesting ($)(1) |
| ||||||
Donald A. Miller, CFA | | | | | 142,642 | | | | | | 2,857,400 | | |
Robert E. Bowers | | | | | 51,995 | | | | | | 1,042,277 | | |
Christopher A. Kollme | | | | | 4,896 | | | | | | 90,270 | | |
C. Brent Smith | | | | | 19,711 | | | | | | 394,371 | | |
Robert K. Wiberg | | | | | 26,427 | | | | | | 538,438 | | |
Name
|
| | Termination Without Cause |
| | Resignation For Good Reason |
| | Resignation Without Good Reason |
| | Termination or Resignation in the Event of Change-in-Control |
| | Death or Disability |
| |||||||||||||||
Donald A. Miller, CFA | | | | | 9,133,003(1) | | | | | | 9,133,003(1) | | | | | | 3,402,806(6) | | | | | | 9,133,003(1) | | | | | | 9,103,000(1) | | |
Robert E. Bowers | | | | | 3,967,091(2) | | | | | | 3,967,091(2) | | | | | | 1,229,646(7) | | | | | | 3,967,091(2) | | | | | | 3,937,088(2) | | |
Christopher A. Kollme | | | | | 526,225(3) | | | | | | 297,285(8) | | | | | | 297,285(8) | | | | | | 526,225(3) | | | | | | 526,225(3) | | |
C. Brent Smith | | | | | 912,102(4) | | | | | | 434,369(9) | | | | | | 434,369(9) | | | | | | 912,102(4) | | | | | | 912,102(4) | | |
Robert K. Wiberg | | | | | 813,838(5) | | | | | | 471,767(10) | | | | | | 471,767(10) | | | | | | 813,838(5) | | | | | | 813,838(5) | | |
Name
|
| | Fees Earned or Paid in Cash ($) |
| | Stock Awards ($)(1) |
| | All Other Compensation ($) |
| | Total ($) |
| ||||||||||||
Kelly H. Barrett | | | | | 71,875 | | | | | | 80,000 | | | | | | — | | | | | | 151,875 | | |
Wesley E. Cantrell | | | | | 75,000 | | | | | | 80,000 | | | | | | — | | | | | | 155,000 | | |
Frank C. McDowell | | | | | 133,750 | | | | | | 80,000 | | | | | | — | | | | | | 213,750 | | |
Barbara B. Lang | | | | | 65,000 | | | | | | 80,000 | | | | | | — | | | | | | 145,000 | | |
Raymond G. Milnes, Jr. | | | | | 85,000 | | | | | | 80,000 | | | | | | — | | | | | | 165,000 | | |
Jeffrey L. Swope | | | | | 75,000 | | | | | | 80,000 | | | | | | — | | | | | | 155,000 | | |
Dale H. Taysom | | | | | 71,875 | | | | | | 80,000 | | | | | | — | | | | | | 151,875 | | |
Plan category
|
| | Number of securities to be issued upon exercise of outstanding options, warrants, and rights (#) |
| | Weighted-average exercise price of outstanding options, warrants, and rights |
| | Number of securities remaining available for future issuance under equity compensation plans (#) |
| |||||||||
Equity compensation plans approved by security holders | | | | | — | | | | | $ | — | | | | | | 2,204,637 | | |
Equity compensation plans not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | — | | | | | $ | — | | | | | | 2,204,637 | | |
Name of Beneficial Owner(1)
|
| | Common Stock Beneficially Owned |
| |
Percentage(5)
|
| ||||||
Directors and Named Executive Officers: | | | | | | | | | | | | | |
Kelly H. Barrett | | | | | 15,398 | | | | | | 0.01% | | |
Wesley E. Cantrell | | | | | 35,973 | | | | | | 0.03% | | |
Barbara B. Lang | | | | | 8,791 | | | | | | 0.01% | | |
Frank C. McDowell | | | | | 51,915 | | | | | | 0.04% | | |
Raymond G. Milnes, Jr. | | | | | 19,307 | | | | | | 0.02% | | |
Jeffrey L. Swope | | | | | 65,186 | | | | | | 0.05% | | |
Dale H. Taysom | | | | | 12,324 | | | | | | 0.01% | | |
Donald A. Miller, CFA | | | | | 671,804 | | | | | | 0.52% | | |
Robert E. Bowers | | | | | 217,415 | | | | | | 0.17% | | |
Christopher A. Kollme | | | | | 4,665 | | | | | | * | | |
C. Brent Smith | | | | | 50,733 | | | | | | 0.04% | | |
Robert K. Wiberg | | | | | 72,766 | | | | | | 0.06% | | |
5% Stockholders: | | | | | | | | | | | | | |
Blackrock, Inc.(2) | | | | | 13,652,709 | | | | | | 10.62% | | |
LSV Asset Management(3) | | | | | 7,189,590 | | | | | | 5.59% | | |
The Vanguard Group, Inc.(4) | | | | | 18,977,596 | | | | | | 14.76% | | |
All executive officers and directors as a group (17 persons) | | | | | 1,438,753 | | | | | | 1.12% | | |
Proposal Number |
| |
Item
|
| |
Votes Required
for Approval |
| |
Abstentions
|
| |
Broker Non-
Votes |
| |
Board Voting
Recommendation |
|
1
|
| | Election of nine directors | | |
Majority of votes cast(1)
|
| |
Not Counted
|
| | Not Voted | | | FOR EACH | |
2
|
| | Ratify the appointment of Deloitte & Touche LLP | | | Majority of votes cast | | |
Not Counted
|
| | Discretionary vote |
| | FOR | |
3
|
| | Approve, on an advisory basis, the compensation of the named executive officers | | | Majority of votes cast | | |
Not Counted
|
| | Not Voted | | | FOR | |