2021 STIP Performance Goals
Also on January 25, 2021, the Compensation Committee determined that, consistent with fiscal years 2018-2020, 67% of award determinations under the STIP for fiscal year 2021 will be based on the achievement of corporate performance metrics, and 33% of award determinations under the STIP for fiscal year 2021 will be based on the achievement of individual performance goals. The threshold, target and maximum annual bonus amounts for our named executive officers under the STIP for fiscal year 2021, as a percentage of their respective annual base salaries, remained the same as the corresponding amounts for fiscal year 2020, as follows: 75%, 150% and 225%, respectively, for Mr. Helfand; and 50%, 100% and 150%, respectively, for each of Messrs. Markman, Weinberg and Shifrin.
2020 LTIC Program Awards
Since the current Board of Trustees and management team took over in 2014, the Company has adopted an annual LTIC Program that has remained relatively unchanged. On January 25, 2021, the Compensation Committee approved the grant of equity awards to our named executive officers for fiscal year 2020 performance and to motivate future performance and further align the interests of our executive officers and our shareholders pursuant to the LTIC Program. The named executive officers (and other employees who are eligible to receive long-term incentive compensation as part of their annual compensation package) were given the option to elect to receive their 2020 LTIC Program awards in the form of (x) LTIC Shares and LTIC RSUs or (y) LTIP Units. Each of our named executive officers elected to receive his 2020 LTIC Program awards in the form of LTIC Shares and LTIC RSUs.
For each of our named executive officers, 33% of the executive’s target LTIC Program award consists of LTIC Shares and 67% consists of LTIC RSUs. The table below lists the 2020 LTIC Program awards that were granted by the Compensation Committee to each named executive officer in January 2021, which were all granted under the 2015 Omnibus Plan.
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David A. Helfand
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36,709
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74,529
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Adam S. Markman
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15,830
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32,140
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David S. Weinberg
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19,450
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39,490
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Orrin S. Shifrin
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11,867
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24,093
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LTIC Shares. Based on the closing price per Common Share of $28.25 on January 25, 2021, the LTIC Shares granted to Messrs. Helfand, Markman, Weinberg and Shifrin had a grant date value of $1,037,029, $447,198, $549,463 and $335,243, respectively.
LTIC RSUs. Based on the closing price per Common Share of $28.25 on January 25, 2021, the number of LTIC RSUs that will be earned by the executives if the Company’s performance is at the target level had a value on the grant date of $2,105,444, $907,955, $1,115,593 and $680,627 for Messrs. Helfand, Markman, Weinberg and Shifrin, respectively. The actual number of LTIC RSUs that each executive will earn will be between 0% and 249.25% of the number of LTIC RSUs granted to him, depending on the achievement of the applicable performance criteria. Since the number of LTIC RSUs that will be earned, if any, will not be determined until the end of the three-year performance period, the actual value of the LTIC RSUs could be higher or lower than the foregoing target levels, depending on the Company’s achievement of the applicable performance criteria.
The LTIC Shares and LTIC RSUs granted in 2021 have the same terms and conditions as the LTIC Shares and LTIC RSUs granted in 2020, as described above in the section entitled “Compensation Discussion and Analysis – Elements of Compensation – Long-Term Equity Compensation.” The treatment of the LTIC Shares and LTIC RSUs granted in 2020 upon a termination of the executive’s employment and/or a change in control of the Company is the same as the treatment of the LTIC Shares and LTIC RSUs granted in 2020 in such circumstances, as described below in the section entitled “Potential Payments Upon Termination or Change in Control.”