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Item 10.
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Directors, Executive Officers and Corporate Governance
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DIRECTORS OF THE COMPANY
The number of directors currently serving
on our Board of Directors is ten. The members of our Board of Directors are elected to serve a one-year term.
Set forth below is biographical information for each of the
members of our Board of Directors. All ages are as of April 28, 2020.
Jeffrey M. Solomon. Age
54. Jeffrey Solomon is Chairman of the Board and Chief Executive Officer of the Company and Chief Executive Officer of Cowen and
Company, LLC (“Cowen and Company”), and was appointed a director of Cowen in December 2011. Mr. Solomon served
as President of the Company prior to his appointment as Chief Executive Officer on December 27, 2017. Mr. Solomon serves as a member
of the Management Committee of Cowen. Previously, Mr. Solomon served as Cowen’s Chief Operating Officer and Head of
Investment Banking at Cowen and Company. Mr. Solomon joined Ramius, Cowen’s investment management division, when it was founded
in 1994 and was responsible for the development, management and oversight of a number of the investment strategies employed by
Ramius. From 1991 to 1994, Mr. Solomon was at Republic New York Securities Corporation, or Republic, the brokerage affiliate of
Republic National Bank, now part of the HSBC Group, where he was the firm’s Chief Administrative Officer. Prior to Republic,
Mr. Solomon was in the Mergers and Acquisitions Group at Shearson Lehman Brothers. Currently, Mr. Solomon is a Director
of NuGo Nutrition, the manufacturer of NuGo Nutrition Bars. Mr. Solomon is also co-chair of the Equity Capital Formation Task Force,
a group composed of individuals from across the country’s startup and small-capitalization company ecosystems advocating
for market structure reform to encourage job creation and growth. Mr. Solomon graduated from the University of Pennsylvania in
1988 with a B.A. in Economics. Mr. Solomon provides the board with institutional knowledge of all aspects of the Company’s
businesses and, as Chief Executive Officer, he is able to provide in-depth knowledge of the Company’s business and affairs,
management’s perspective on those matters and an avenue of communication between the Board and senior management.
Brett H. Barth. Age 48. Mr.
Barth was elected to our Board on June 26, 2018. Mr. Barth co-founded BBR Partners in 2000 and is a Managing Partner,
co-managing the firm and overseeing BBR’s investment approach and implementation. He has extensive experience vetting
investment opportunities across the asset class spectrum and through a range of market environments, working with both
traditional and alternative investment managers. Mr. Barth is also a member of BBR’s Executive Committee and Investment
Committee. Prior to founding BBR, Mr. Barth was in the Equities Division of Goldman Sachs. Previously, he served in
Goldman’s Equity Capital Markets groups in New York and Hong Kong. He began his career in Goldman Sachs’
Corporate Finance Department. Mr. Barth is a trustee of the University of Pennsylvania as well as a member of the Board of
Overseers of the Graduate School of Education. He previously served as both the Chair of the Penn Fund, the University of
Pennsylvania’s undergraduate annual giving program, and as the Inaugural Chair of the Undergraduate Financial Aid
Leadership Council. Mr. Barth is a member of the board and executive committee of the UJA-Federation of New York, he
co-chairs the Annual Campaign and he serves on the endowment’s Investment Committee. Mr. Barth was awarded the Alan C.
Greenberg Young Leadership Award by UJA-Federation of New York, Wall Street & Financial Services Division. Mr. Barth
graduated summa cum laude with concentrations in Finance and Accounting from the Wharton School of the University of
Pennsylvania. Mr. Barth provides the Board with extensive investment and wealth management expertise.
Katherine E. Dietze. Age
62. Ms. Dietze was appointed to our Board in June 2011 upon
the completion of Cowen’s acquisition of LaBranche & Co., Inc., or LaBranche. Ms. Dietze was a member of LaBranche’s
board of directors since January 2007. Ms. Dietze served as the Audit Committee Chair at LaBranche. Ms. Dietze spent over
20 years in the financial services industry prior to her retirement in 2005. From 2003 to 2005, Ms. Dietze was Global Chief Operating
Officer for the Investment Banking Division of Credit Suisse First Boston. From 1996 to 2003, she was a Managing Director in Credit
Suisse First Boston’s Telecommunications Group. Prior to that, Ms. Dietze was a Managing Director and Co-Head of the
Telecommunications Group in Salomon Brothers Inc’s Investment Banking Division. Ms. Dietze began her career at Merrill Lynch
Money Markets after which she moved to Salomon Brothers Inc. to work on money market products and later became a member of the
Investment Banking Division. Ms. Dietze is a director, a member of the Governance Committee and Chair of the Finance Committee
of Matthews International Corporation (MATW), a designer, manufacturer and marketer of memorialization products and brand solutions.
Ms. Dietze was a member of the Board of Trustees for Liberty Property Trust, which was purchased this past February by Prologis.
Ms. Dietze holds a B.A. from Brown University and an M.B.A. from Columbia Graduate School of Business. Ms. Dietze provides the
Board with extensive experience in Investment Banking management and corporate governance expertise as a public company director.
Gregg A. Gonsalves. Age 52. Mr. Gonsalves was appointed to our Board in April 2020. Mr. Gonsalves
has been an advisory partner with Integrated Capital LLC, a leading, hotel-focused, private real estate advisory and investment
firm since 2013. Prior to joining Integrated Capital, Mr. Gonsalves was a managing director at Goldman Sachs and was the partner
responsible for the Real Estate Mergers & Acquisition business. In his 20-year career at Goldman Sachs, Mr. Gonsalves
completed over 50 M&A transactions worth approximately $100 billion in deal value, working with a variety of companies
in a wide range of industries. Mr. Gonsalves serves on the Board of Directors of Cedar Realty Trust, a publicly-traded
retail REIT, and is on the Board of POP Tracker LLC, a private company focused on providing proof of performance to the out-of-home
advertising industry. He began his career as a sales engineer at Mobil Oil Corporation
from 1989 to 1991. Mr. Gonsalves received a B.S. from Columbia University and received an M.B.A. from Harvard Business School.
Mr. Gonsalves is presently chairman of the board of directors of the Jackie Robinson Foundation, where he has served as a
board member for approximately the past ten years. Mr. Gonsalves provides the Board with extensive investment banking and
real estate investment experience.
Steven Kotler. Age
73. Mr. Kotler was elected to our Board on June 7, 2010. Mr. Kotler currently serves as Vice Chairman of the private equity
firm Gilbert Global Equity Partners, which he joined in 2000. Prior to joining Gilbert Global, Mr. Kotler, for 25 years, was with
the investment banking firm of Schroder & Co. and its predecessor firm, Wertheim & Co., where he served in various
executive capacities including President & Chief Executive Officer, and Group Managing Director and Global Head of Investment
and Merchant Banking. Mr. Kotler is a director of CPM Holdings, an international agricultural process equipment company; and Co-Chairman
of Birch Grove Capital, an asset management firm. Mr. Kotler is a member of the Council on Foreign Relations; and, from 1999 to
2002, was Council President of The Woodrow Wilson International Center for Scholars. Mr. Kotler has previously served as a
Governor of the American Stock Exchange, The New York City Partnership and Chamber of Commerce’s Infrastructure and Housing
Task Force, The Board of Trustees of Columbia Preparatory School; and, the Board of Overseers of the California Institute of the
Arts. Mr. Kotler also previously served as a director of Cowen Holdings from September 2006 until June 2007. Mr. Kotler
provides the Board with extensive experience in leading an international financial institution and expertise in private equity.
Lawrence
E. Leibowitz. Age 60. Mr. Leibowitz was elected to our Board on June 26, 2018. Mr. Leibowitz is the President and board member
of Crux Informatics, a data operations service that adopts data supply chains, ensuring they mature into cohesive, stable, and
performant systems. Mr. Leibowitz has served as Crux’s President and a member of its board since October 2017. Crux’s
features include data management platforms, professional services, and a global data supplier network. Mr. Leibowitz formerly served
as Interim CEO of Incapture Technologies from September 2014 to October 2017. Mr.
Leibowitz has thirty years of experience as a finance and technology entrepreneur. Most recently, Mr. Leibowitz served as Chief
Operating Officer, Head of Global Equities Listing & Trading and as a Member of the board of directors of NYSE Euronext, holding
such positions from 2007 to 2013. Prior to that, Mr. Leibowitz served as Chief Operating
Officer of Americas Equities at UBS, Co-Head of Schwab Soundview Capital Markets, and Chief Executive Officer of Redibook. Mr.
Leibowitz was a founding partner at Bunker Capital and Head of Quantitative Trading and Equities technology at CS First Boston.
Mr. Leibowitz provides the Board with extensive capital markets knowledge, including trading microstructure, regulation,
asset management and quantitative methods.
Jerome S. Markowitz. Age
80. Mr. Markowitz serves as Lead Director and has served as a member of our Board since November 2009. Mr. Markowitz was a
Senior Partner at Conifer Securities LLC, a boutique servicing the operational needs of investment managers, from 2006 through
May 2011. From 1998 to 2006, Mr. Markowitz was actively involved in managing a private investment portfolio. Prior to 1998,
Mr. Markowitz was Managing Director and a member of the executive committee at Montgomery Securities and was responsible for starting
their private client, high yield, equity derivatives and prime brokerage divisions. Prior to joining Montgomery, Mr. Markowitz
was a Managing Director of L.F. Rothschild’s Institutional Equity Department. Mr. Markowitz is a director and serves
on the investment committee of Market Axess Inc., and also formerly served on the advisory board of Thomas Weisel Partners Group,
Inc. Mr. Markowitz provides the Board with extensive experience in asset management and investment banking, as well as experience
as a public company director.
Jack H. Nusbaum. Age
79. Mr. Nusbaum has served as a member of our Board since November 2009. Mr. Nusbaum is a Senior Partner of the New York law
firm of Willkie Farr & Gallagher LLP. Mr. Nusbaum served as the firm’s Chairman from 1987 through 2009 and has been a
partner in that firm for more than forty-five years. Willkie Farr & Gallagher LLP is outside counsel to Cowen. Mr. Nusbaum
is also a director of W. R. Berkley Corporation. Mr. Nusbaum provides the Board with experience as senior management of an international
law firm and provides extensive legal and corporate governance expertise.
Margaret L. Poster. Age 68. Ms.
Poster was appointed to our Board in April 2019. Ms. Poster served as Chief Operating Officer and Managing Director of Willkie
Far & Gallagher LLP from 1991 through 2018. Ms. Poster is a Director of Generation Citizen, serves as the Chair of the Finance
Committee and Audit Committee and has served as a member of the Generation Citizen’s Executive Committee and Strategic Planning
Committee. Ms. Poster previously served as President of Workbench, Inc., Chief Financial Officer of Barnes & Noble Bookstores
Inc. and Chief Financial Officer of the Jewelry & Sporting Good Division at W.R. Grace & Co. Ms. Poster began her career
as an auditor at PricewaterhouseCoopers LLP. Ms. Poster is a certified public accountant and received a Masters of Business Administration
from Harvard Business School. Ms. Poster provides the Board with comprehensive operating and public accounting experience.
Douglas A. Rediker. Age
60. Mr. Rediker was appointed to our Board in April 2015. Mr. Rediker is the Executive Chairman of International Capital Strategies,
LLC, a policy and markets advisory boutique based in Washington, D.C. Until 2012, he was a member of the Executive Board of the
International Monetary Fund representing the United States. He has held senior and visiting fellowships at Brookings, the Peterson
Institute for International Economics and at the New America Foundation. He has written extensively and testified before Congress
on the subject of state capitalism, global finance, Sovereign Wealth Funds and other issues surrounding the relationship between
international economic policy, financial markets, global capital flows and foreign policy. Mr. Rediker previously served as a senior
investment banker and private equity investor for a number of investment banks, including Salomon Brothers, Merrill Lynch and Lehman
Brothers. Mr. Rediker began his career as an attorney with Skadden Arps in New York and Washington, D.C. Mr. Rediker’s experience
on global macro issues provides the Board with expertise relating to capital markets, the economy and global governance.
EXECUTIVE OFFICERS OF THE COMPANY
Biographies of the current executive officers
of the Company are set forth below, excluding Mr. Solomon’s biography, which is included under “Directors of the Company”
above. Each executive officer serves at the discretion of the Board.
John Holmes. Age
56. Mr. Holmes serves as Chief Operating Officer and serves as a member of the Management Committee of Cowen. Mr. Holmes previously
served as the Company’s Chief Administrative Officer and was appointed an executive officer in May 2013. Mr. Holmes
was the Head of Technology and Operations at Cowen following the merger between Cowen and Company and Ramius. Mr. Holmes joined
Ramius in June 2006 as Global Head of Operations. Prior to joining Ramius, Mr. Holmes was Global Head of the Equity Product
Team at Bank of America Securities. Mr. Holmes has also held senior operations management positions at Deutsche Bank, Credit Lyonnais
and Kidder Peabody. His experience includes treasury, foreign exchange, equity, fixed income & derivative operations. Mr. Holmes
is NASD licensed as a General Securities Representative, General Securities Principal and a Financial & Operations Principal.
Stephen A. Lasota. Age
57. Mr. Lasota serves as Chief Financial Officer of Cowen and serves as a member of the Management Committee of Cowen. Mr. Lasota
was appointed Chief Financial Officer in November 2009. Prior to the consummation of the business combination of Cowen Holdings
and Ramius in November 2009, Mr. Lasota was the Chief Financial Officer of Ramius LLC and a Managing Director of the Company.
Mr. Lasota began working at Ramius in November 2004 as the Director of Tax and was appointed Chief Financial Officer in May 2007.
Prior to joining Ramius, Mr. Lasota was a Senior Manager at PricewaterhouseCoopers LLP.
Owen S. Littman. Age
47. Mr. Littman serves as General Counsel and Secretary of Cowen and serves as a member of the Management Committee of Cowen.
Mr. Littman was appointed General Counsel and Secretary in July 2010. Following the consummation of the business combination
of Cowen Holdings and Ramius in November 2009, Mr. Littman was appointed Deputy General Counsel, Assistant Secretary and
Managing Director of Cowen and General Counsel and Secretary of Ramius LLC. Mr. Littman began working at Ramius in October 2005
as its senior transactional attorney and was appointed General Counsel in February 2009. Prior to joining Ramius, Mr. Littman
was an associate in the Business and Finance Department of Morgan, Lewis & Bockius LLP.
CODE OF BUSINESS CONDUCT AND ETHICS
We have adopted a written code of business
conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current
copy of the code on our website, www.cowen.com. In addition, we intend to post on our website all disclosures that are required
by law or NASDAQ Stock Market listing standards concerning any amendments to, or waivers from, any provision of the code. You may
also request a copy of the code by writing to Cowen Inc., Attn: Secretary, 599 Lexington Avenue, New York, NY 10022.
AUDIT COMMITTEE
Our Board has established a separately-designated
standing Audit Committee which operates under a charter that has been approved by our Board.
Our Board has determined that all of the
members of the Audit Committee are independent as defined under the rules of the Nasdaq Stock Market, and the independence requirements
contemplated by Rule 10A-3 under the Exchange Act.
The current members of our Audit Committee
are Ms. Dietze (Chairperson), Mr. Kotler and Ms. Poster. The Board has determined that Ms. Poster is an “audit committee
financial expert” as defined by applicable SEC rules.
Item 11: Executive Compensation
COMPENSATION DISCUSSION AND ANALYSIS
In addition to performing the roles and
responsibilities described under “Committees of the Board — Compensation Committee” above, our Compensation Committee,
which is composed entirely of independent directors, determined the 2019 compensation of our named executive officers:
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Jeffrey M. Solomon, Chairman of the Board and Chief Executive Officer
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Stephen A. Lasota, Chief Financial Officer
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John Holmes, Chief Operating Officer
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Owen S. Littman, General Counsel and Secretary
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Executive Summary
The following is an executive summary of
our executive officer compensation program.
Business Overview
Cowen Inc., a Delaware corporation formed
in 2009, is a diversified financial services firm that, together with its consolidated subsidiaries (collectively, “Cowen”
or the “Company”), provides investment banking, research, sales and trading, prime brokerage, global clearing, commission
management services and investment management through its two business segments: the Operating Company (“Op Co”) and
the Asset Company (“Asset Co”).
Operating Company
The Op Co segment consists of four divisions:
the Cowen Investment Management (“CIM”) division, the Investment Banking division, the Markets division and the Research
division. The Company refers to the Investment Banking division, the Markets division and the Research division collectively as
its investment banking businesses. Op Co’s CIM division includes advisers to investment funds (including private equity
structures and privately placed hedge funds), and registered funds. Op Co’s investment banking businesses offer industry
focused investment banking for growth-oriented companies including advisory and global capital markets origination, domain knowledge-driven
research, sales and trading platforms for institutional investors, global clearing, commission management services and also a comprehensive
suite of prime brokerage services.
The CIM division is the Company’s
investment management business, which operates primarily under the Cowen Investment Management name. CIM offers innovative investment
products and solutions across the liquidity spectrum to institutional and private clients. The predecessor to this business was
founded in 1994 and, through one of its subsidiaries, has been registered with the United States (“U.S.”) Securities
and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the
“Advisers Act”) since 1997. The Company’s investment management business offers investors access to a number
of strategies to meet their specific needs including private healthcare investing, private sustainable investing, healthcare royalties,
activism and merger arbitrage. A portion of the Company’s capital is invested alongside the Company’s investment management
clients. The Company has also invested some of its capital in its reinsurance businesses.
Op Co’s investment banking businesses
include investment banking, research, sales and trading, prime brokerage, global clearing and commission management services provided
primarily to companies and institutional investor clients. Sectors covered by Op Co’s investment banking business include
healthcare, technology, media and telecommunications, consumer, industrials, information and technology services, and energy. We
provide research and brokerage services to over 6,000 domestic and international clients seeking to trade securities and other
financial instruments, principally in our sectors. The investment banking businesses also offer a full-service suite of introduced
prime brokerage services targeting emerging private fund managers. Historically, we have focused our investment banking efforts
on small to mid-capitalization public companies as well as private companies. From time to time, the Company invests in private
capital raising transactions of its investment banking clients.
Asset Company
The Asset Co segment consists of the Company’s
private investments, private real estate investments and other legacy investment strategies. The focus of Asset Co is to drive
future monetization of the invested capital of the segment.
2019 Performance Overview
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2019 Economic Income revenue increased 4% to a record $944.8 million compared to $909.5 million in 2018.
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Record 2019 investment banking revenues of $352.2 million were up 7% due to higher equities and debt capital markets activity.
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2019 brokerage revenues were down 3% compared to a market-wide trading drop of 4%. Securities finance, derivatives and special
situations trading all posted strong year-over-year revenue growth.
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2019 management fees of $45.7 million were down 7% year-over-year due to exits from non-core investment strategies during 2019.
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Incentive income rose 95% to $46.2 million in 2019 due to higher performance fees in the healthcare and activist investment
strategies.
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2019 compensation and benefits costs were $537.5 million compared to $509.6
million in 2018. The increase was due to higher 2019 revenues as well as additional hires, which resulted in a higher compensation
and benefits accrual. The 2019 compensation-to-revenue ratio was 56.9%, up from 56.0% in the prior year.
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Economic Operating Income, which represents Economic Income attributable to common stockholders before depreciation and amortization,
was $69.1 million in 2019 versus $80.9 million in 2018.
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As of December 31, 2019, the Company had assets under management of $11.4 billion, an increase of $1.0 billion from December
31, 2018.
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On January 3, 2019, the Company completed the acquisition of Quarton International, a leading middle-market financial advisory
firm, expanding the Company’s advisory business and creating a global, cross-border investment banking platform with significant
scale.
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Please refer to the Company’s Segment
Reporting Note in its financial statements included on pages F-72 to F-77 of its Form 10-K for the year ended December 31,
2019, as filed with the SEC, for reconciliations of the non-GAAP financial measures above to their most directly comparable GAAP
measures.
Advisory Vote on Executive Compensation and Stockholder Engagement
The Compensation Committee believes that
our executive compensation programs are effective in driving our pay-for-performance philosophy. At our 2019 annual meeting of
stockholders, over 90% of shares voted (excluding broker non-votes) were in favor of the compensation of our named executive officers
as disclosed in the proxy statement for the 2019 annual meeting of stockholders. The Compensation Committee considered the results
of the vote to be an endorsement of the Company’s response to its continued stockholder outreach and evolving compensation
practices, as described in more detail below.
Stockholder Outreach
Since 2014, we have engaged in stockholder
outreach efforts regarding our compensation program. In an effort to continue to better understand our investors’ perspective
and thoughts regarding our executive compensation program, a team of our senior management, including our Chief Financial Officer
and General Counsel, engaged in a stockholder outreach initiative in early 2020. As part of our 2020 outreach, we contacted 18
stockholders, including some of our largest stockholders, who we believe collectively hold approximately 60% of our outstanding
Class A common stock, which represents in excess of 80% of our outside stockholder base.
Starting in 2015, some of our stockholders
raised concerns over the evergreen nature of our 2010 Equity and Incentive Plan (the “2010 Plan”). We have continued
to hear that concern from stockholders during our subsequent stockholder outreach efforts. In 2020, stockholders have expressed
support for compensation decisions being reflective of the market environment and being based upon financial metrics including
earnings and return on equity. The 2010 Plan expires in June 2020. The Company plans to present a new equity and incentive
plan for approval by our stockholders at the 2020 Annual Meeting of Stockholders. Our stockholders have generally expressed
support for our compensation philosophy and the components of our compensation, in particular, including the fact that a significant
portion of named executive officer compensation is stock-based and that our stock-based awards have significant vesting periods.
Compensation Practice Changes in Response to Stockholder
Feedback
Following our stockholder outreach initiatives,
senior management discussed the feedback received from our stockholders with the Compensation Committee. Additionally, the Compensation
Committee obtained feedback, advice and recommendations on improvements to our compensation program from its independent compensation
consultant, Pay Governance LLC. The Compensation Committee also reviewed the Company’s performance, the compensation practices
of its peers and other materials regarding executive compensation. Since our 2014 annual meeting, the Compensation Committee has
introduced the following changes to our executive compensation program, partially in response to feedback received from our stockholders:
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What
We Heard from Stockholders
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Action Taken by the Compensation Committee
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Concerns over the evergreen nature of the 2010 Plan.
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After careful review, decided to retain the evergreen provision of the 2010 Plan (expires in 2020) to support incentive and retention needs for the business.
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The Company plans to present a new equity and incentive plan for stockholder approval at its 2020 Annual Meeting of Stockholders. The new equity and incentive plan will not have an evergreen provision.
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A portion of executive compensation should be performance-based.
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As of April 2015, eliminated minimum bonus guarantees for all named executive officers.
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Approved the issuance of performance share awards, or PSAs, to our named executive officers in 2016 as a component of 2015 year-end compensation. Additional PSAs were awarded to our named executive officers in April of 2019 and we intend to award PSAs to our named executive officers in the second quarter of 2020.
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No concern over the absolute amounts of compensation awarded to any of our named executive officers or the manner in which compensation is allocated.
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Continued to deliver compensation consistent with our compensation philosophy, the Compensation Committee’s evaluation of Company and individual performance and industry norms.
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Continued to deliver a significant portion of total compensation as stock-based awards subject to long-term vesting conditions.
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Support for our compensation governance practices.
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In March 2015, adopted stock ownership and retention guidelines for executive officers.
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In March 2015, implemented a clawback policy for executive officers with respect to cash and equity performance-based compensation and annual bonus compensation paid under the Company’s equity and incentive plans.
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Adopted an annual (rather than triennial) say-on-pay vote in 2017.
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Key Features of Our Executive Compensation Program
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What We Do
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What We Don’t Do
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We pay for performance through a careful year-end review of financial results and individual performance
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We do not pay dividend equivalents on unvested RSUs or PSAs
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We consider peer groups in establishing compensation
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We do not pay tax gross-ups on our limited perquisites
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Meaningful annual equity awards are granted in lieu of — not in addition to — annual cash incentives
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We do not provide “single-trigger” equity vesting in the event of a change in control
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We introduced PSAs as a component of executive officer compensation in 2016.
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We do not provide golden parachute excise tax gross-ups
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We granted PSAs to executive officers in April 2019. The PSAs are earned based on forward-looking performance metrics that consider long-term performance from 2019 through 2021.
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We do not provide minimum guaranteed bonuses to our executive officers
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We intend to grant PSAs to executive officers in the second quarter of 2020.
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We have implemented stock ownership guidelines for our directors and executive officers
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We have double-trigger equity vesting in the event of a change in control
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We require our executive officers to comply with reasonable restrictive covenants
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We subject our deferred bonus awards to executive officers to a clawback policy
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We seek to maintain a conservative compensation risk profile
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The Compensation Committee retains an independent compensation consultant
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We have an anti-hedging policy, and, during 2019, all executive officers were in compliance with this policy
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Compensation Philosophy and Objectives
Our compensation programs, including compensation
of our named executive officers, are designed to achieve three objectives:
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Pay for Performance. A significant portion of the total compensation paid to each named executive officer
is variable. Approximately 70% of our Chief Executive Officer’s compensation, approximately 30% of our Chief Financial Officer,
Chief Operating Officer, and General Counsel’s compensation, in respect of 2019, was paid in deferred cash and equity, excluding
long-term incentive compensation awards. The amount of compensation paid is determined based on: (i) the performance of the Company
on an absolute basis through a comparison of our results to competitor firms; (ii) an evaluation of each named executive officer’s
contribution to the Company; and (iii) his performance against individualized qualitative goals.
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Annual Compensation Reflects an Informed Review of Annual Results and Judgment of the Committee. The
Committee considers a number of factors in its pay determinations. Given the volatility and constantly changing dynamics of the
markets, we believe that it makes more sense for our business to primarily determine compensation after year-end by making a careful
evaluation of the business rather than establishing formulaic pre-set goals at the start of the year. An after-the-fact review
of performance allows the Company and Compensation Committee to consider the quality of earnings, the combination of absolute and
relative performance, organic versus non-organic sources of revenues and profits, and collaboration between our various lines of
business. A pre-set formula would not allow us to fully evaluate performance and might result in negative unintended consequences
for the business and the stockholders. Final compensation determinations are made at the discretion of the Committee. We believe
this discretionary approach to compensation is consistent with common market practice in the financial services sector for these
same reasons. Further, although the size of the incentive compensation award is based on current fiscal year results, a portion
of it is delivered in the form of RSUs that vest over time to encourage retention and further link executive pay with longer-term
stock performance.
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Align Executive Officers’ Interests with Stockholders’ Interests. Our Compensation Committee
reviews each executive officer’s performance as well as the Company’s financial results in the context of the market
environment when determining year-end, performance-related compensation. In addition, our Compensation Committee evaluated the
Company’s performance compared to the performance of its peers and also considered an analysis of competitive compensation
levels of executive officers at the Company’s peer firms that was conducted by Pay Governance LLC, the independent compensation
consultant to the Compensation Committee. Our Compensation Committee believes year-end, performance-related compensation should
be delivered in a combination of short-term and long-term instruments. We believe that deferred cash, equity and equity-related
instruments align the interests of our executive officers with those of our stockholders and ensure that our executive officers
are focused on the long-term performance of the Company. In connection with fiscal 2019 bonus payments, Messrs. Solomon, Lasota,
Holmes and Littman received a portion of their bonus in cash, a portion in deferred equity and a portion in deferred cash, in each
case subject to service-based vesting requirements of approximately 4.5 years. The Compensation Committee believes that the payment
of a significant portion of an employee’s compensation in the form of equity and deferred cash properly aligns the employee’s
interests with those of the Company’s stockholders and effectively mitigates any risks associated with the Company’s
compensation practices. Excluding long-term incentive compensation awards, approximately 70% of our Chief Executive Officer’s
compensation, approximately 30% of our Chief Financial Officer, Chief Operating Officer, and General Counsel’s compensation,
in all cases in respect of 2019, was paid in deferred cash and equity.
|
|
|
•
|
Recruiting and Retention. We operate in an intensely competitive industry, and we believe that our
success is closely related to our recruiting and retention of highly talented employees and a strong management team. We try to
keep our compensation program generally competitive with industry practices so that we can continue to recruit and retain talented
executive officers and employees.
|
Determination of Named Executive Officer Compensation for
2019
At meetings held on December 16, 2019, January 16,
2020 and February 10, 2020 and numerous executive sessions following these meetings, the Compensation Committee considered and
discussed management’s compensation recommendations for our named executive officers, and the Compensation Committee approved
management’s recommendations. In determining the annual bonus compensation and long-term incentive compensation payable to
each of our named executive officers for 2019, the Compensation Committee reviewed and considered the financial performance of
the Company as a whole and each individual business unit compared to 2018 and the Company’s compensation to revenue ratio.
For the year ended December 31, 2019, the Company’s compensation to revenue ratio was 56.9%, which the Compensation
Committee viewed as reasonable given the performance of the Company during 2019. The Compensation Committee also considered each
named executive officer’s contributions to the Company’s growth initiatives in 2019; historical compensation information
for each named executive officer; the Company’s desire to retain and incentivize its named executive officers; the recommendations
of Mr. Solomon, our Chief Executive Officer regarding total compensation of our named executive officers (other than the Chief
Executive Officer); the financial performance of the Company during 2019 compared to comparable public companies and other companies
in the securities industry; a review of public filings and other market data regarding total compensation paid by certain peer
investment banks and asset management companies; and base salary, cash bonus, equity awards and all other compensation paid by
the compensation peer group.
The Compensation Committee considered the
following achievements in 2019 when making its determination of named executive officer compensation:
|
|
·
|
2019 Economic Income revenue increased 4% to a record $944.8 million compared to $909.5 million in 2018.
|
|
|
·
|
Record 2019 investment banking revenues of $352.2 million were up 7% due to higher equities and debt capital markets activity.
|
|
|
·
|
2019 brokerage revenues were down 3% compared to a market-wide trading drop of 4%. Securities finance, derivatives and special
situations trading all posted strong year-over-year revenue growth.
|
|
|
·
|
2019 management fees of $45.7 million were down 7% year-over-year due to exits from non-core investment strategies during 2019.
|
|
|
·
|
Incentive income rose 95% to $46.2 million in 2019 due to higher performance fees in the healthcare and activist investment
strategies.
|
|
|
·
|
The Company made significant progress integrating Quarton International, a leading middle-market financial advisory firm acquired
in January 2019.
|
|
|
·
|
The Company continued to improve revenue diversification in its investment banking business.
|
|
|
·
|
The Company positioned the investment management platform towards strategies that are salable, scalable and reflect Cowen’s
DNA, such as the private healthcare investment management strategy and the sustainable investments strategy.
|
|
|
·
|
The Company exited certain non-core investment strategies, included the real estate business and long/short strategies in the
investment management business.
|
Please refer to the Company’s
Segment Reporting Note in its financial statements included on pages F-72 to F-77 of its Form 10-K for the year ended December 31,
2019, as filed with the SEC, for reconciliations of the non-GAAP financial measures above to their most directly comparable GAAP
measures.
The Compensation Committee also
considered the following individual factors in the determinations made for each named executive officer in 2019:
|
|
•
|
Jeffrey Solomon. Mr. Solomon’s compensation reflected his significant contributions regarding the continued enhancement
and growth of the Company’s business. Economic income revenue increased in 2019 compared to 2018 and Mr. Solomon played a
leading role in diversifying the Company’s revenues through product and industry diversification. Mr. Solomon also played
a key role in improving the Company’s capital allocation process and in managing the Company’s balance sheet investments
to reduce volatility.
|
|
|
•
|
John Holmes. Mr. Holmes’s compensation reflected significant contributions related to the continued enhancement
of the Company’s procedures relating to operational risk oversight and management of fixed and variable expenses across the
Company. Mr. Holmes oversaw enhanced infrastructure implementation and upgrades. Mr. Holmes played a leading role in the integration
of the Quarton International business. Mr. Holmes also played a significant role in managing the Company’s business operations.
|
|
|
•
|
Stephen Lasota. Mr. Lasota’s compensation reflected significant contributions related to the continued enhancement
of the Company’s financial reporting. Mr. Lasota played a leading role in increasing the Company’s access to liquidity
and obtaining the Company’s first investment grade credit rating. Mr. Lasota played a leading role in the financing transactions
completed by the Company in 2019. Mr. Lasota also played a significant role in managing the Company’s business operations.
|
|
|
•
|
Owen Littman. Mr. Littman’s compensation reflected significant contributions related to the continued enhancement
of the Company’s compliance structure, management of the Company’s outstanding litigation and regulatory matters as
well as his focus on the Company’s legal disclosure and corporate governance procedures. Mr. Littman played a leading role
in negotiating the terms of the transactions, including the financings completed by the Company in 2019. Mr. Littman also played
a significant role in managing the Company’s business operations.
|
The Compensation Committee approved discretionary
annual bonuses for each of our named executive officers after review and consideration of the above factors.
After determining the aggregate cash values
of annual bonuses payable to each of our named executive officers in respect of fiscal 2019, the Compensation Committee considered
the percentage of the annual bonus compensation that each of our named executive officers would receive in the form of deferred
awards. Jeffrey Solomon, our Chief Executive Officer, developed a proposal for the allocation of annual bonus compensation among
the cash, deferred cash and equity components for Messrs. Holmes, Lasota and Littman. The Compensation Committee discussed and
ultimately approved the proposal and established an allocation for Mr. Solomon. Excluding long-term incentive compensation awards,
approximately 70% of our Chief Executive Officer’s compensation, approximately 30% of our Chief Financial Officer, Chief
Operating Officer, General Counsel’s compensation, in all cases in respect of 2019, was paid in deferred cash and equity.
To eliminate the impact that a short-term
significant price change in the market value of our Class A common stock may have on the number of RSUs that are intended to be
delivered to an employee, the Compensation Committee approved valuing the RSUs using the volume-weighted average price for the
30 trading days ended January 17, 2020, which equaled $16.16 per share. Deferred cash and RSUs relating to fiscal 2019 annual bonuses
were awarded to our named executive officers in February 2020. RSUs will vest with respect to 12.5%
on December 1, 2020, 12.5% on September 1, 2021, 25% on September 1, 2022, 25% on September 1, 2023 and 25% on September 1, 2024.
Deferred cash awards will vest with respect to 12.5% on November 15, 2020, 12.5% on August 15, 2021, 25% on August 15, 2022,
25% on August 15, 2023 and 25% on August 15, 2024.
The Company plans to grant PSA awards to
the named executive officers in the second quarter of 2020.
Frequency of Say-on-Pay Vote
Consistent with the preference expressed
by our stockholders at our 2017 Annual Meeting of Stockholders, the Board decided that the Company will include an advisory vote
to approve the compensation of our named executive officers in our proxy materials every year until the next required advisory
vote to approve the frequency of an advisory vote on executive compensation, which will occur no later than our 2023 annual meeting.
Compensation Program and Payments
The Company’s compensation program
and payments for its executive officers includes base salary, annual bonus compensation and long term incentive compensation.
Base Salary
The purpose of base salary is to provide
a set amount of cash compensation for each named executive officer that is not variable in nature and is generally competitive
with market practices. We seek to limit the base salaries of our named executive officers such that a significant amount of their
total compensation is contingent upon the performance of the Company and the named executive officer during the fiscal year. This
was consistent with standard practice within the securities and asset management industries and we believe this allowed us to reward
performance.
In 2019 Mr. Solomon received a base salary
of $950,000 and each of Messrs. Lasota, Holmes and Littman received a base salary of
$700,000. Mr. Solomon’s base salary was increased to $1,000,000 effective as of January 1, 2020.
Annual Bonus Compensation
A significant portion of total compensation
our named executive officers are eligible to receive is in the form of an annual bonus. Annual bonuses are determined based on
an informed judgment with final amounts determined at the discretion of the Committee. This is consistent with our view that a
significant portion of compensation paid is to be based on the performance of the Company and of each named executive officer.
Given the volatility and constantly changing dynamics of the markets, we believe that it makes more sense for our business to determine
compensation after year-end by making a careful evaluation of the business rather than establishing formulaic pre-set goals at
the start of the year. We also believe this discretionary approach to compensation is consistent with common market practice in
the financial services sector. The annual bonus is paid partially in cash and partially in deferred cash and equity. The deferred
components of the annual bonus are paid in lieu of, not in addition to, a cash payment and are subject to service-based vesting
conditions of approximately 4.5 years. The Compensation Committee believes that the practice of paying a portion of each named
executive officer’s annual bonus in the form of deferred awards is consistent with compensation practices at our peer companies
and is a useful tool to continue aligning the long-term interests of our named executive officers with the interests of our stockholders.
In 2019, Mr. Solomon received an annual
bonus of $6,550,000, consisting of a cash bonus of $1,300,000, a deferred equity award of $2,100,000 and a deferred cash award
of $3,150,000. In 2019, Mr. Lasota received an annual bonus of $2,000,000, consisting of a cash bonus of $1,212,500, a deferred
equity award of $315,000 and a deferred cash award of $472,500. In 2019, Mr. Holmes received an annual bonus of $2,100,000, consisting
of a cash bonus of $1,247,500, a deferred equity award of $341,000 and a deferred cash award of $511,500. In 2019, Mr. Littman
received an annual bonus of $2,000,000, consisting of a cash bonus of $1,212,500, a deferred equity award of $315,000 and a deferred
cash award of $472,500.
Long-Term Incentive Compensation
Long-term incentive compensation includes
PSAs granted in 2019 and expected to be granted in 2020. In 2019 the Company made long-term incentive grants of PSAs to the named
executive officers, which cover performance periods through December 31, 2021.
2019 PSAs
In April 2019, the Company entered into
a performance shares award agreement, or 2019 PSA Agreement, with each of our named executive officers. Under the terms of the
2019 PSA Agreement, each named executive officer was awarded PSAs, based on the attainment of certain performance metrics. Mr.
Solomon received 56,000 2019 PSAs and each of Messrs. Lasota, Holmes and Littman received 35,000 2019 PSAs. With respect to Mr.
Solomon, the Company provided Mr. Solomon with a letter of intent in 2019 committing to award 30,000 of the 2019 PSAs to Mr. Solomon
in 2020. These 30,000 2019 PSAs were granted to Mr. Solomon in early 2020. The 2019 PSAs awarded are subject to a three-year performance
period and are scheduled to vest on December 31, 2021. At the end of the performance period, the 2019 PSAs will be multiplied by
an applicable percentage (set forth below) based on the Company’s AROCE.
2019 PSA Performance Metric Calculation
Economic Operating Income represents Economic
Income before depreciation and amortization expenses. This allows us to measure performance of the business without the effects
of depreciation and amortization expenses that can vary period to period as a result of acquisitions. As a result, we think
this is a more appropriate measure to use for our performance share awards. We set the target AROCE level by looking at our
historical performance and forecasted future performance with the objective of improving the overall performance of the business
to achieve an AROCE at or above 10% on a consistent basis.
AROCE will be calculated by (i) taking
the sum of the Company’s Adjusted Economic Operating Income less the payment of dividends on the Company’s outstanding
preferred stock during each of the fiscal years during the Performance Period divided by the Average Common Equity of the Company
during of the each such fiscal year (with the average Common Equity for each fiscal year calculated by adding the Common Equity
at the beginning of such fiscal year and the Common Equity at end of such fiscal year and dividing by two) and (ii) dividing the
sum by three. For the purposes of calculating AROCE, Economic Operating Income means, with respect to each fiscal year during a
performance period, the Company’s Economic Operating Income (as reported in the Company’s Annual Report on Form 10-K)
as adjusted for the following: (i) expenses greater than one million dollars associated with strategic initiatives undertaken
by the Company shall be amortized over a five year period as opposed to being expensed in the period in which they are incurred,
(ii) adjustments resulting from changes in an existing, or application of a new, accounting principle that is not applied on a
fully retrospective basis shall be excluded and (iii) other extraordinary items of income or loss may be excluded at the discretion
of the Compensation Committee of the Board. At the end of the performance period, the PSAs will be multiplied by the percentages
set forth below based on the Company’s AROCE with respect to such performance period:
AROCE Performance Scale
|
Performance Level*
|
|
AROCE
|
|
Payout Rate
|
|
Below Threshold
|
|
Below 8%
|
|
0% Payout
|
|
Threshold
|
|
8%
|
|
50% Payout
|
|
Target
|
|
10%
|
|
100% Payout
|
|
Above Target
|
|
12%
|
|
150% Payout
|
|
Maximum (capped)
|
|
Greater than 15%
|
|
200% Payout
|
* Payout
for performance between the Threshold and the Maximum will be interpolated
Setting Compensation
The Compensation Committee is responsible
for approving the compensation paid to our named executive officers as well as certain other highly compensated employees. In making
compensation determinations, the Compensation Committee reviews information presented to them by the Company’s management,
compensation peer group information and the recommendations of an independent compensation consultant engaged by the Compensation
Committee. The Compensation Committee also reviews our compensation-to-revenue ratio on a quarterly basis and may adjust the targeted
compensation-to-revenue ratio in order to maintain the Company’s compensation philosophy of aligning the interests of our
named executive officers and our stockholders.
Involvement of Executive Officers
Mr. Solomon, our Chief Executive Officer,
in consultation with our Chief Financial Officer, our General Counsel, our Chief Operating Officer and employees in our Human Resources
department, assists the Compensation Committee in making compensation determinations. These individuals prepare information that
is provided to, and reviewed by, the Compensation Committee and the Chief Executive Officer makes recommendations to the Compensation
Committee for their consideration. Such information and recommendations include, among other things, the compensation that should
be received by the named executive officers (other than himself) and certain other highly compensated employees; financial information
regarding the Company that should be reviewed in connection with compensation decisions; the firms to be included in a compensation
peer group; and the evaluation and compensation process to be followed by the Compensation Committee. Our Chief Executive Officer
is often invited to participate in Compensation Committee meetings; however, he recuses himself from all discussions regarding
his own compensation.
Compensation Consultant
The Compensation Committee exercised its
sole authority pursuant to its charter to directly engage Pay Governance LLC. Pay Governance LLC was retained by the Compensation
Committee to provide advice, analysis, and assessment of alternatives related to the amount and form of executive compensation.
Pay Governance LLC reviewed certain Compensation Committee presentation materials (including the peer group data described below)
during November and December 2019 and early 2020 at the request of the Compensation Committee. The Compensation Committee
meets with Pay Governance LLC from time to time without management present.
The Compensation Committee has assessed
the independence of Pay Governance LLC pursuant to SEC and NASDAQ rules and concluded that no conflict of interest exists that
would prevent Pay Governance LLC from independently representing the Compensation Committee. The Compensation Committee reviewed
and was satisfied with Pay Governance LLC’s policies and procedures to prevent or mitigate conflicts of interest and that
there were no business or personal relationships between members of the Compensation Committee and the individuals at Pay Governance
LLC supporting the Compensation Committee.
Compensation Peer Group
The Compensation Committee, with the assistance
of its independent compensation consultant, annually identifies a compensation peer group of firms with which we compete for executive
talent. As a middle-market investment bank with material asset management operations, we believe there are few other companies
that are directly comparable to Cowen. Our peer group includes investment banks with revenues and market capitalizations similar
to ours as well as companies with significant asset management operations. In making compensation decisions for 2019, our Compensation
Committee reviewed compensation information for similarly titled individuals at comparable companies gathered from public filings
made in 2019 related to 2018 annual compensation and from subscriptions for other market data. In instances where an employee has
responsibilities for both the investment banking and investment management businesses, both investment banking and investment management
companies were utilized. At the request of the Compensation Committee, Pay Governance LLC provides the Compensation Committee with
compensation data from other firms of similar size. For 2019, Pay Governance provided the Compensation Committee with peer group
compensation data of B. Riley Financial, Evercore Partners Inc., Greenhill & Co., Inc., Houlihan Lokey, Inc., Jefferies Group,
JMP Group, Lazard Ltd., Moelis & Company, Oppenheimer & Co. Inc., Piper Sandler Companies, PJT Partners, Raymond James
Financial, and Stifel Financial Corp. The Compensation Committee believes that information regarding pay practices at comparable
companies is useful in two respects. First, as discussed above, we recognize that our pay practices must be competitive in our
marketplace. By understanding the compensation practices and levels of the Company’s peer group, we enhance our ability to
attract and retain highly skilled and motivated executives, which is fundamental to the Company’s success. Second, this data
is one of the many factors the Compensation Committee considers in assessing the reasonableness of compensation. Accordingly, the
Compensation Committee reviewed trends among these peer firms and considered this data when determining named executive officers’
2019 annual bonuses and other compensation, but did not utilize the peer firm compensation as a sole benchmark for determining
executive compensation.
Relationship of Compensation Policies and Practices to Risk
Management
The Board has discussed whether our compensation
policies are reasonably likely to have a material adverse effect on our results. The Board noted that, consistent with our performance-based
model, many of our employees receive a significant portion of their compensation through discretionary compensation tied to their
individual or business unit performance, or a combination thereof. The Board noted that a lower portion of the Company’s
revenues are derived from proprietary trading businesses and that a significant portion of many employees’ compensation
is provided in the form of deferred compensation that vests over time, which has the effect of tying the individual employee’s
long-term financial interest to the firm’s overall success. The Board believes that this helps mitigate the risks inherent
in our business.
The Board noted that our risk management
team continuously monitors our various business groups, the level of risk they are taking and the efficacy of potential risk mitigation
strategies. Senior management also monitors risk and the Board is provided with data relating to risk at each of its regularly
scheduled meetings. The Chief Risk Officer meets regularly with the Board to present his views and to respond to questions. For
these reasons, the Board believes that our overall compensation policies and practices are not likely to have a material adverse
effect on us.
Clawback Policy
In March 2015, the Company adopted a
clawback policy that allows the Company to recover incentive compensation from any executive officer if that executive officer
engages in intentional misconduct that caused or contributed to a restatement of the Company’s financial results. In the
event of a restatement, a committee consisting of the non-management members of the Board (the “Independent Director Committee”)
will review the performance-based compensation and annual bonus compensation paid in the form of both cash and equity under the
Company’s equity and incentive plans to any such executive (the “Awarded Compensation”). If the Independent Director
Committee determines, in good faith, that the amount of such performance-based compensation or annual bonus actually paid or awarded
to any such executive officer would have been a lower amount had it been calculated based on such restated financial statements
(the “Actual Compensation”) then the Independent Director Committee shall, subject to certain exceptions, seek to recover
for the benefit of the Company the after-tax portion of the difference between the Awarded Compensation and the Actual Compensation.
The clawback policy does not apply to equity-based compensation granted before March 16, 2015.
Executive Officer Stock Ownership Guidelines
The Company adopted stock ownership guidelines
on March 18, 2015 that require the Company’s executive officers to hold Company stock or RSUs within the later of the
adoption of the policy or five years of being designated as an executive officer. All named executive officers are in compliance
with the stock ownership guidelines, which are set forth below.
|
Chief Executive Officer
|
8x Base Salary
|
$8,000,000
|
|
Other Executive Officers
|
3x Base Salary
|
$2,100,000
|
Anti-Hedging Policy
In order to support alignment between the
interests of stockholders and employees, the Company maintains an anti-hedging policy that prohibits the “short sale”
of Company securities. The policy prohibits employees from trading in options, warrants, puts and calls or similar instruments
on Company securities. We allow directors and executive officers to hold up to 50% of their Company stock in a margin account.
During 2019, all named executive officers were in compliance with this policy.
Perquisites
The Company provides certain perquisites,
including reimbursement of group term life and long-term disability insurance and tax and financial planning expenses to certain
members of senior management, including Messrs. Solomon, Lasota and Holmes.
Employment Agreements
Each of our named executive officers is party
to an employment agreement with the Company. The Compensation Committee views the employment agreements as an important tool in
achieving our compensation objective of recruiting and retaining talented employees and a strong management team. The severance
and change-in-control arrangements provided by the employment agreements are intended to retain our named executive officers and
to provide consideration for certain restrictive covenants that apply following a termination of employment. None of the Company’s
executive officers have minimum guaranteed bonuses in their employment agreements.
Tax and Accounting Impact and Policy
The financial and income tax consequences
to the Company of individual executive compensation elements are important considerations for the Compensation Committee when analyzing
the overall design and mix of compensation. The Compensation Committee seeks to balance an effective compensation package for the
executive officers with an appropriate impact on reported earnings and other financial measures.
In designing our compensation and benefit
programs, we review and consider the accounting implications of our decisions, including the accounting treatment of amounts awarded
or paid to our executives.
In general, Section 162(m) of the Code generally
denies a publicly held corporation a deduction for federal income purposes for compensation in excess of $1 million per year paid
to certain “covered employees.” As in prior years, the Compensation Committee will continue to take into account the
tax and accounting implications (including with respect to the expected lack of deductibility under the revised Section 162(m))
when making compensation decisions, but reserves its right to make compensation decisions based on other factors as well if the
Compensation Committee determines it is in its best interests to do so. The Compensation Committee may, from time to time, design
programs that are intended to further our success, including by enabling us to continue to attract, retain, reward and motivate
highly-qualified executives that may not be deductible as a result of the limitations on deductibility under Section 162(m).
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and
discussed the Compensation Discussion and Analysis with management and has recommended to the Board the inclusion of the Compensation
Discussion and Analysis in the Form 10-K and in the definitive proxy statement for our 2020 Annual Meeting of Stockholders.
Compensation Committee of the
Board of Directors of Cowen Inc.
Brett H. Barth, Chair
Lawrence E. Leibowitz
Jerome S. Markowitz
Summary Compensation Table
The following table sets forth compensation
information for our named executive officers in 2019.
|
Name & Principal Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)(1)
|
|
|
Stock
Awards
($)(2)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|
|
Jeffrey M. Solomon
|
|
|
2019
|
|
|
|
950,000
|
|
|
|
1,300,000
|
|
|
|
3,588,250
|
|
|
|
1,640,563
|
(3)
|
|
|
7,478,814
|
|
|
Chief Executive Officer
|
|
|
2018
|
|
|
|
950,000
|
|
|
|
1,875,000
|
|
|
|
1,053,481
|
|
|
|
1,210,376
|
|
|
|
5,088,857
|
|
|
|
|
|
2017
|
|
|
|
950,000
|
|
|
|
725,000
|
|
|
|
839,377
|
|
|
|
874,205
|
|
|
|
3,388,582
|
|
|
Stephen A. Lasota
|
|
|
2019
|
|
|
|
700,000
|
|
|
|
1,212,500
|
|
|
|
854,236
|
|
|
|
353,358
|
(3)
|
|
|
3,120,094
|
|
|
Chief Financial Officer
|
|
|
2018
|
|
|
|
500,000
|
|
|
|
1,625,000
|
|
|
|
396,485
|
|
|
|
311,652
|
|
|
|
2,833,137
|
|
|
|
|
|
2017
|
|
|
|
500,000
|
|
|
|
725,000
|
|
|
|
411,800
|
|
|
|
257,472
|
|
|
|
1,894,272
|
|
|
John Holmes
|
|
|
2019
|
|
|
|
700,000
|
|
|
|
1,247,500
|
|
|
|
926,630
|
|
|
|
361,137
|
(3)
|
|
|
3,235,267
|
|
|
Chief Operating Officer
|
|
|
2018
|
|
|
|
500,000
|
|
|
|
1,675,000
|
|
|
|
515,193
|
|
|
|
311,652
|
|
|
|
3,001,845
|
|
|
|
|
|
2017
|
|
|
|
500,000
|
|
|
|
725,000
|
|
|
|
411,800
|
|
|
|
257,472
|
|
|
|
1,894,272
|
|
|
Owen S. Littman
|
|
|
2019
|
|
|
|
700,000
|
|
|
|
1,212,500
|
|
|
|
890,424
|
|
|
|
351,955
|
(3)
|
|
|
3,154,879
|
|
|
General Counsel and
|
|
|
2018
|
|
|
|
500,000
|
|
|
|
1,650,000
|
|
|
|
396,485
|
|
|
|
311,652
|
|
|
|
2,858,137
|
|
|
Secretary
|
|
|
2017
|
|
|
|
500,000
|
|
|
|
725,000
|
|
|
|
411,800
|
|
|
|
257,472
|
|
|
|
1,894,272
|
|
|
|
(1)
|
The amounts in this column reflect cash bonuses paid
to the named executive officers in 2020 in respect of performance during the 2019 year.
|
|
|
(2)
|
The entries in the stock awards column reflect the
aggregate grant date value of the RSU (including the deferred equity component of the 2019 annual bonus) and PSA awards granted
in 2019 in connection with 2018 performance in accordance with FASB ASC 718, disregarding for this purpose the estimate of forfeitures
related to service-based vesting conditions. The value of the PSA awards reflects the grant date value of the awards based on
the target level of performance, which is less than the maximum possible value. The grant date value of the PSA awards assuming
that the highest level of the applicable performance conditions will be achieved is $1,710,240 for Mr. Solomon and $1,068,900
for Messrs. Lasota, Holmes and Littman, respectively. For information on the valuation assumptions with respect to awards
made, refer to the Company’s Share-Based Compensation and Employee Ownership Plans Note in its financial statements included
in its Form 10-K for the year ended December 31, 2019, as filed with the SEC. With respect to Mr. Solomon, the Company provided
Mr. Solomon with a letter of intent in 2019 committing to award 30,000 of the 2019 PSAs to Mr. Solomon in 2020. These 30,000 2019
PSAs were granted to Mr. Solomon in early 2020 and are reflected in the Stock Awards column for 2019.
|
|
|
(3)
|
Other compensation includes:
|
|
Other Compensation ($)
|
|
Jeffrey M.
Solomon
|
|
|
Stephen A. Lasota
|
|
|
John Holmes
|
|
|
Owen S. Littman
|
|
|
Vested Deferred Cash Awards
|
|
|
1,579,213
|
|
|
|
346,163
|
|
|
|
357,746
|
|
|
|
351,955
|
|
|
Tax and Financial Planning
|
|
|
61,350
|
|
|
|
7,195
|
|
|
|
3,391
|
|
|
|
—
|
|
Grants of Plan-Based Awards
The following table provides information
regarding grants of compensation-related, plan-based awards made to the named executive officers during fiscal year 2019. These
awards are also included in the Summary Compensation Table above.
|
|
|
|
|
|
|
Estimated
Future Payouts
Under Equity Incentive Plan Awards(1)
|
|
|
All
Other
Stock
Awards:
Number
|
|
|
|
|
|
|
|
Grant
Date
|
|
Corporate
Action Date
|
|
Threshold
(#)
|
|
|
Target
(#)
|
|
|
Maximum
(#)
|
|
|
of
Shares of
Stock or Units
(#)(2)
|
|
|
Grant
Date Fair Value of Stock Awards
($)(3)
|
|
|
Jeffrey
M. Solomon(4)
|
|
2/20/2019
|
|
1/9/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
160,867
|
|
|
|
2,733,130
|
|
|
|
|
4/1/2019
|
|
2/12/2019
|
|
|
23,000
|
|
|
|
56,000
|
|
|
|
112,0000
|
|
|
|
|
|
|
|
855,120
|
|
|
Stephen
A. Lasota
|
|
2/20/2019
|
|
1/9/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,822
|
|
|
|
319,786
|
|
|
|
|
4/1/2019
|
|
2/12/2019
|
|
|
17,500
|
|
|
|
35,000
|
|
|
|
70,000
|
|
|
|
|
|
|
|
534,450
|
|
|
John
Holmes
|
|
2/20/2019
|
|
1/9/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,083
|
|
|
|
392,180
|
|
|
|
|
4/1/2019
|
|
2/12/2019
|
|
|
17,500
|
|
|
|
35,000
|
|
|
|
70,000
|
|
|
|
|
|
|
|
534,450
|
|
|
Owen
S. Littman
|
|
2/20/2019
|
|
1/9/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,952
|
|
|
|
355,974
|
|
|
|
|
4/1/2019
|
|
2/12/2019
|
|
|
17,500
|
|
|
|
35,000
|
|
|
|
70,000
|
|
|
|
|
|
|
|
534,450
|
|
|
|
(1)
|
The amounts reported in these columns represent Performance
RSUs that are scheduled to vest in three tranches based on the attainment of AROE and relative TSR targets for the applicable
performance period, subject to the named executive officer’s continued employment through the applicable vesting date. These
columns represent the number of Performance RSUs that vest at
threshold achievement, target achievement and maximum achievement of the performance metrics applicable to such awards. At or
below the threshold performance level, no shares will be paid out. See “Compensation Discussion and Analysis—Long-Term
Incentive Compensation” above for a detailed description of the Performance
RSU program.
|
|
|
(2)
|
RSUs vest with respect to 12.5% on September 1, 2019,
12.5% on May 15, 2020, 25% on May 15, 2021, 25% on May 15, 2022 and 25% on May 15, 2023.
|
|
|
(3)
|
The entries in the “Grant Date Fair Value of
Stock Awards” column reflect the aggregate grant date fair value of the awards granted in 2019 computed in accordance with
FASB ASC 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. The value
of the PSA awards reflects the grant date value of the awards based on the target level of performance, which is less than the
maximum possible value. The grant date value of the PSA awards assuming that the highest level of the applicable performance conditions
will be achieved is $1,710,240 for Mr. Solomon and $1,068,900 for Messrs. Lasota, Holmes and Littman, respectively. For information
on the valuation assumptions with respect to awards made, refer to the Company’s Share-Based Compensation and Employee Ownership
Plans Note in its financial statements included in its Form 10-K for the year ended December 31, 2019, as filed with the SEC.
|
|
|
(4)
|
With respect to Mr. Solomon, the Company provided
Mr. Solomon with a letter of intent in 2019 committing to award 30,000 of the 2019 PSAs to Mr. Solomon in 2020. These 30,000 2019
PSAs were granted to Mr. Solomon in early 2020 and were taken into account in the Stock Awards column of the Summary Compensation
Table for 2019.
|
Narrative Disclosure Relating to Summary Compensation Table
and Grants of Plan-Based Awards Table
Employment Agreements
In 2019, the Company was party to an employment
agreement with Mr. Solomon, dated as of May 31, 2012, as amended on November 30, 2017, and employment agreements with Messrs.
Holmes, Lasota and Littman, dated as of August 2, 2012, each as amended on April 24, 2015 (the “2019 Employment
Agreements”). The 2019 Employment Agreements provide for the following material terms:
|
|
•
|
An initial term that expired April 30, 2016. Following the expiration of the initial term, the terms of the agreements
automatically extend for successive one-year terms, unless either party elects not to extend the term.
|
|
|
•
|
A minimum annual base salary of $950,000 for Mr. Solomon
and $450,000 for Messrs. Holmes, Lasota, and Littman. Each named executive officer is also eligible to receive an annual performance-based
bonus as determined by the Compensation Committee. The 2019 Employment Agreements provide that the Company may pay all or a portion
of any annual bonus in the form of restricted securities, other stock or security-based awards, deferred cash, or other deferred
compensation. The 2019 Employment Agreements do not provide for a minimum annual bonus.
|
|
|
•
|
With respect to Mr. Solomon, his agreement provides that, if Mr. Solomon’s employment is terminated by us without cause
(including a decision by us not to renew the employment agreement upon the expiration of the then-current term), by Mr. Solomon
for good reason, or as a result of Mr. Solomon’s death or disability (as such terms are defined in the agreement), Mr.
Solomon will, subject to his execution of a general release in our favor, be entitled to the following: (i) any unpaid annual bonus
with respect to the previous completed fiscal year, (ii) a prorated annual bonus for the fiscal year of termination, calculated
based on the average bonus paid for the two years immediately preceding the year of termination and the timing of such termination,
(iii) in the case of a termination by us without cause or by Mr. Solomon for good reason only, a lump sum cash payment in an amount
equal to two and one-half times the sum of his base salary and the average annual bonus paid for the two years immediately preceding
his termination, provided that the payment under clause (iii) will not be less than $3,250,000 and not more than $5,000,000, (iv)
immediate vesting of all equity awards and unvested deferred compensation, and (v) a cash payment equal to 24 months’ COBRA
premiums. In the event that Mr. Solomon breaches the restrictive covenants described below following a termination of his employment,
he will be required to repay any payments or benefits received in connection with such termination.
|
|
|
•
|
With respect to each of Messrs. Holmes, Lasota and Littman, each of their respective agreements provides that, if the applicable
executive’s employment is terminated by us without cause (including a decision by us not to renew the employment agreement
upon the expiration of the then-current term), by the executive for good reason, or as a result of the executive’s death
or “disability” (as such terms are defined in the agreements), each executive will, subject to his execution of a general
release in our favor, be entitled to the following: (i) any unpaid annual bonus with respect to the previous completed fiscal year,
(ii) a prorated annual bonus for the fiscal year of termination, calculated based on the average bonus paid for the two years immediately
preceding the year of termination and the timing of such termination, (iii) in the case of a termination by us without cause or
by the executive for good reason only, a lump sum cash payment in an amount equal to one and one-half times the average amount
of compensation reflected on the executive’s Form W-2 from the Company for the two years immediately preceding his termination,
provided that the payment under clause (iii) will not be more than $1,500,000, and provided further, that if such termination occurs
in connection with or following a change in control (as defined in the agreement), instead of the lump sum cash payment described
above, the executive shall be entitled to a lump sum cash payment in an amount equal to two and one-half times the average amount
of compensation reflected on the executive’s Form W-2 from the Company for the two years immediately preceding such termination,
provided that such lump sum cash payment will not be more than $2,500,000, (iv) immediate vesting of all equity awards and unvested
deferred compensation, and (v) a cash payment equal to 24 months’ COBRA premiums. In the event that the executive breaches
the restrictive covenants described below following a termination of his employment, he will be required to repay any payments
or benefits received in connection with such termination.
|
|
|
•
|
In the event that the executive retires after attaining age 57.5 (or age 55, in the case of Mr. Solomon) and provides the Company
with at least 90 days’ advance notice, all outstanding equity awards and unvested deferred compensation then held by the
executive will continue to vest in accordance with their terms as if the executive had continued to be an active employee of the
Company, provided he does not engage in competitive activity at any time prior to the applicable vesting date and refrains from
interfering with the Company’s employees and customers for 12 months following his retirement.
|
|
|
•
|
Customary confidentiality and invention assignment covenants, as well as an indefinite mutual non-disparagement covenant. In
addition, these executives have agreed not to compete with, or solicit customers or employees of, the Company during the term of
the employment agreement and for a period of 180 days for Mr. Solomon and 120 days for Messrs. Holmes, Lasota and Littman.
|
2020 Employment Agreements
On January 31, 2020, the Compensation Committee
approved amended and restated employment agreements with Messrs. Solomon, Holmes, Lasota and Littman (the “2020 Employment
Agreements”). The 2020 Employment Agreements include the following material changes from the 2019 Employment Agreements:
|
|
•
|
Pursuant to the terms of Mr. Solomon’s amended and restated
agreement (the “Solomon Agreement”), Mr. Solomon’s base salary will be increased by $50,000 to $1,000,000. The
term of Mr. Solomon’s employment with the Company will continue through December 31, 2020, with automatic one-year extensions
of the term unless either the Company or Mr. Solomon provides prior written notice of non-renewal. Pursuant to the Solomon Agreement,
upon or after Mr. Solomon reaches age 55, he may provide the Company 90 days’ notice of his intention to retire, or notify
the Company of his intention to transition to senior advisor status pursuant to the terms of a separate Senior Advisor Agreement.
Upon Mr. Solomon’s retirement or transition to Senior Advisor status, the Solomon Agreement and Senior Advisor Agreement
provide that Mr. Solomon’s outstanding equity awards and unvested deferred compensation will continue to vest in accordance
with the terms of the applicable awards, subject to Mr. Solomon’s continued compliance with certain non-competition and non-interference
restrictions generally arising under the Company’s form of Confidentiality, Non-Interference, and Invention Assignment Agreement
(subject to certain exceptions for personal or family investing or non-competitive investment activity).
|
|
|
•
|
Pursuant to the Solomon Agreement, if Mr. Solomon’s employment
is terminated by the Company without Cause or Mr. Solomon resigns for Good Reason (as such terms are defined in the Solomon Agreement)
prior to, in connection with or following a Change in Control (as described in the Solomon Agreement), then subject to Mr. Solomon
executing and not revoking a release of claims, he will be entitled to a lump sum severance payment equal to two and one-half times
the sum of (x) Mr. Solomon’s base salary on the date of termination plus (y) the average of the highest annual bonuses paid
to Mr. Solomon in two of the three calendar years preceding his date of termination, except that the foregoing severance amount
will not be less than $3,250,000 or greater than $5,000,000 if Mr. Solomon’s termination occurs prior to a Change in Control
(such payments will continue to be subject to the existing Internal Revenue Code Section 280G “modified cutback” provisions).
|
|
|
•
|
If Mr. Solomon elects to transition to Senior Advisor status upon
reaching age 55, the terms of Mr. Solomon’s service as a Senior Advisor will be governed by the Senior Advisor Agreement.
In particular, Mr. Solomon’s service as a Senior Advisor will continue until the earliest of (i) 15 days following Mr. Solomon’s
written notice that he is terminating as a Senior Advisor, (ii) the second anniversary of the date he commences Senior Advisor
status, (iii) the date of Mr. Solomon’s death or disability and (iv) the date Mr. Solomon is terminated by the Company for
Cause. In consideration for providing Senior Advisor services, Mr. Solomon will receive a base salary at an annualized rate of
$150,000 and will be entitled to secretarial and administrative support. Mr. Solomon will also be entitled to receive certain additional
benefits while a Senior Advisor, including office space (or, at the Company’s election, payment of up to $60,000 per year
for office space), financial planning services at the Company’s expense and continued payment by the Company of life insurance
premiums.
|
|
|
•
|
Pursuant to the terms of the 2020 Employment Agreements of Messrs.
Holmes, Lasota and Littman (collectively, the “Executive Agreements”), each executive’s term of employment with
the Company will continue through December 31, 2020, with automatic one-year extensions of the term unless either the Company or
the executive provides written notice of non-renewal.
|
|
|
•
|
Pursuant to the Executive Agreements, if the executive’s employment
is terminated by the Company without Cause or the executive resigns for Good Reason (each as described in the Executive Agreements)
prior to a Change in Control (as described in the Executive Agreements), the executive will receive a lump sum cash payment equal
to one and one-half times the sum of (x) the executive’s base salary in effect at the end of the calendar year immediately
preceding termination plus (y) the average of the highest annual bonuses paid to the executive in two of the three calendar years
preceding his date of termination (such sum, the “Severance Amount”), except that the foregoing severance amount
will not be greater than $1,500,000. Pursuant to the Executive Agreements, if the executive’s employment is terminated by
the Company without Cause or the executive resigns for Good Reason in connection with or following a Change in Control, the executive
will receive a lump sum cash payment equal to two and one-half times the Severance Amount, which lump sum will not be subject to
a cap. The Executive Agreements require the executives to execute and not revoke a release of claims as a condition to receiving
severance payments (such payments will continue to be subject to the existing Internal Revenue Code Section 280G “modified
cutback” provisions).
|
2010 Equity and Incentive Plan
Effective as of June 7, 2010, the Company
adopted the 2010 Equity and Incentive Plan (the “2010 Plan”). The 2010 Plan expires in June 2020. At the Company’s
next Annual Meeting of Stockholders, which is expected to take place in June 2020, the Company plans to ask its stockholders to
approve a new equity and incentive plan. If approved, the new equity and incentive plan will be adopted shortly after the Annual
Meeting.
The 2010 Plan initially reserved 1,875,000
shares of Class A common stock for delivery to participants and their beneficiaries under the 2010 Plan, subject to adjustment
in the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification
of shares, spin-off, or other similar change in capitalization or event. Additionally, commencing on January 1, 2011 and on
the first day of each fiscal year of the Company thereafter during the term of the 2010 Plan, additional shares of Class A common
stock representing seven and one-half percent (7.5%) of our shares of Class A common stock outstanding on such date, less shares
then available for issuance under the 2010 Plan, will automatically become available for grant or settlement of awards. Shares
delivered under the 2010 Plan may be either treasury shares or newly issued shares. For purposes of determining the remaining ordinary
shares available for grant under the 2010 Plan, if any shares subject to an award are forfeited, cancelled, exchanged, or surrendered,
or if an award terminates or expires without a distribution of shares, those shares will again be available for issuance under
the 2010 Plan. However, shares of stock that are exchanged by a grantee or withheld by us as full or partial payment in connection
with any award under the 2010 Plan, as well as any shares of stock exchanged by a grantee or withheld by us to satisfy the tax
withholding obligations related to any award under the 2010 Plan, will not be available for subsequent awards under the 2010 Plan.
The 2010 Plan provides that generally, unless
otherwise determined by the Compensation Committee or as set forth in an award or employment agreement, in the event of a change
in control (as defined in the 2010 Plan), all outstanding awards shall become fully vested and exercisable and all restrictions,
forfeiture conditions or deferral periods on any outstanding awards shall immediately lapse, and payment under any awards shall
become due. The Compensation Committee has determined that all awards to our named executive officers under the 2010 Plan will
vest on a double-trigger basis in the event of a change in control.
Outstanding Equity Awards at 2019 Fiscal Year End
The following table contains certain information
regarding equity awards held by the named executive officers as of December 31, 2019.
|
|
|
Stock Awards
|
|
|
|
|
Number of Shares that Have Not Vested
(#)
|
|
|
Market Value of Shares that Have Not Vested
($)(1)
|
|
|
Equity Incentive Plan Awards:
Number of Unearned Units That Have Not Vested
(#)
|
|
|
Equity Incentive Plan Awards:
Market Value of Unearned Units That Have Not Vested
($)(1)
|
|
|
Jeffrey M. Solomon
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 RSU Award(2)
|
|
|
34,747
|
|
|
|
547,265
|
|
|
|
—
|
|
|
|
—
|
|
|
2016 PSA Award(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
23,333
|
|
|
|
367,498
|
|
|
2017 RSU Award(4)
|
|
|
22,083
|
|
|
|
347,807
|
|
|
|
—
|
|
|
|
—
|
|
|
2017 Incentive Award(5)
|
|
|
17,904
|
|
|
|
281,988
|
|
|
|
—
|
|
|
|
—
|
|
|
2018 RSU Award(6)
|
|
|
36,836
|
|
|
|
580,167
|
|
|
|
—
|
|
|
|
—
|
|
|
2019 RSU Award(7)
|
|
|
140,759
|
|
|
|
2,216,954
|
|
|
|
—
|
|
|
|
—
|
|
|
2019 PSA Award(8)
|
|
|
—
|
|
|
|
—
|
|
|
|
28,000
|
|
|
|
441,000
|
|
|
Stephen A. Lasota
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 RSU Award(2)
|
|
|
5,195
|
|
|
|
81,821
|
|
|
|
—
|
|
|
|
—
|
|
|
2016 PSA Award(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
315,000
|
|
|
2017 RSU Award(4)
|
|
|
7,650
|
|
|
|
120,488
|
|
|
|
—
|
|
|
|
—
|
|
|
2017 Incentive Award(5)
|
|
|
13,100
|
|
|
|
206,325
|
|
|
|
—
|
|
|
|
—
|
|
|
2018 RSU Award(6)
|
|
|
9,713
|
|
|
|
152,980
|
|
|
|
—
|
|
|
|
—
|
|
|
2018 Incentive Award(9)
|
|
|
8,993
|
|
|
|
141,640
|
|
|
|
—
|
|
|
|
—
|
|
|
2019 RSU Award(7)
|
|
|
16,470
|
|
|
|
259,403
|
|
|
|
|
|
|
|
|
|
|
2019 PSA Award(8)
|
|
|
—
|
|
|
|
—
|
|
|
|
17,500
|
|
|
|
275,625
|
|
|
John Holmes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 RSU Award(2)
|
|
|
5,195
|
|
|
|
81,821
|
|
|
|
—
|
|
|
|
—
|
|
|
2016 PSA Award(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
315,000
|
|
|
2017 RSU Award(4)
|
|
|
7,650
|
|
|
|
120,488
|
|
|
|
—
|
|
|
|
—
|
|
|
2017 Incentive Award(5)
|
|
|
13,100
|
|
|
|
206,325
|
|
|
|
—
|
|
|
|
—
|
|
|
2018 RSU Award(6)
|
|
|
9,713
|
|
|
|
152,980
|
|
|
|
—
|
|
|
|
—
|
|
|
2018 Incentive Award(9)
|
|
|
17,986
|
|
|
|
283,280
|
|
|
|
—
|
|
|
|
—
|
|
|
2019 RSU Award(7)
|
|
|
20,198
|
|
|
|
318,119
|
|
|
|
|
|
|
|
|
|
|
2019 PSA Award(8)
|
|
|
—
|
|
|
|
—
|
|
|
|
17,500
|
|
|
|
275,625
|
|
|
Owen S. Littman
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2016 RSU Award(2)
|
|
|
5,195
|
|
|
|
81,821
|
|
|
|
—
|
|
|
|
—
|
|
|
2016 PSA Award(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
315,000
|
|
|
2017 RSU Award(4)
|
|
|
7,650
|
|
|
|
206,325
|
|
|
|
—
|
|
|
|
—
|
|
|
2017 Incentive Award(5)
|
|
|
13,100
|
|
|
|
120,488
|
|
|
|
—
|
|
|
|
—
|
|
|
2018 RSU Award(6)
|
|
|
9,713
|
|
|
|
152,980
|
|
|
|
—
|
|
|
|
—
|
|
|
2018 Incentive Award(9)
|
|
|
8,993
|
|
|
|
141,640
|
|
|
|
—
|
|
|
|
—
|
|
|
2019 RSU Award(7)
|
|
|
18,333
|
|
|
|
288,745
|
|
|
|
|
|
|
|
|
|
|
2019 PSA Award(8)
|
|
|
—
|
|
|
|
—
|
|
|
|
17,500
|
|
|
|
275,625
|
|
|
|
(1)
|
The values
in the column are based on the $15.75 closing price of our Class A common stock
on the NASDAQ Global Select Market on December 31, 2019.
|
|
|
(2)
|
RSUs awarded
on February 24, 2016 vest with respect to 25% on March 10, 2017, 25% on March 10, 2018,
25% on March 10, 2019 and 25% on March 10, 2020.
|
|
|
(3)
|
PSAs awarded
on March 15, 2016 will, to the extent earned, vest with respect to 33⅓%
on March 8, 2019, 33⅓%
on March 10, 2020 and 33⅓%
on December 31, 2020. These PSAs are scheduled to vest in three tranches based on the
attainment of AROE and relative TSR targets for the applicable performance period, subject
to the named executive officer’s continued employment through the applicable vesting
date. In accordance with SEC rules, the number of unearned PSAs is reported in the “Equity
Incentive Plan Awards: Market Value of Unearned Units That Have Not Vested” column
based on achieving threshold performance goals (i.e., 40% of target).
|
|
|
(4)
|
RSUs awarded
on February 27, 2017 vest with respect to 15% on June 1, 2017, 10% on June 1, 2018, 25%
on June 1, 2019, 25% on June 1, 2020 and 25% on June 1, 2021.
|
|
|
(5)
|
RSUs awarded
on February 27, 2017 will vest on March 10, 2021.
|
|
|
(6)
|
RSUs awarded
on February 21, 2018 will vest with respect to 25% on December 1, 2018, 25% on December
1, 2019, 25% on December 1, 2020 and 25% on December 1, 2021.
|
|
|
(7)
|
RSUs
awarded on February 20, 2019 vest with respect to 12.5% on September 1, 2019, 12.5% on
May 15, 2020, 25% in May 15, 2021, 25% on May 15, 2022 and 25% on May 15, 2023.
|
|
|
(8)
|
PSAs awarded
on April 1, 2019 will, to the extent earned, vest on December 31, 2021. These PSAs are
scheduled to vest based on the attainment of AROCE target for the applicable performance
period, subject to the named executive officer’s continued employment through the
applicable vesting date. In accordance with SEC rules, the number of unearned PSAs is
reported in the “Equity Incentive Plan Awards: Market Value of Unearned Units That
Have Not Vested” column based on achieving threshold performance goals (i.e.,
50% of target).
|
|
|
(9)
|
RSUs awarded
on March 29, 2018 will vest on March 10, 2022.
|
Option Exercises and Stock Vested
The following table sets forth certain information
concerning stock vested during the year ended December 31, 2019. No stock options were exercised by any of the named executive
officers in 2019.
|
Name
|
|
Number of Shares Acquired
on Vesting
|
|
|
Value Realized
on Vesting ($)(1)
|
|
|
Jeffrey M. Solomon
|
|
|
105,431
|
|
|
|
1,569,092
|
|
|
Stephen A. Lasota
|
|
|
30,870
|
|
|
|
478,302
|
|
|
John Holmes
|
|
|
31,403
|
|
|
|
486,622
|
|
|
Owen S. Littman
|
|
|
31,137
|
|
|
|
482,470
|
|
|
|
(1)
|
The value realized upon vesting of the stock awards
is based on the $14.45 closing sale price of our Class A common stock on March 8, 2019, the $15.15 closing sale price of our Class
A common stock on May 31, 2019, the $16.71 closing sale price of our Class A common stock on June 10, 2019, the $15.61 closing
sale price of our Class A common stock on August 30, 2019 and the $15.32 closing sale price of our Class A common stock on November
29, 2019, the applicable vesting dates of the awards.
|
Potential Payments Upon Termination or Change in Control
Pursuant to the employment agreements with
our named executive officers, upon certain terminations of employment or a change in control of the Company, our named executive
officers are entitled to certain payments of compensation and benefits as described above under “Narrative Disclosure Relating
to Summary Compensation Table and Grants of Plan-Based Awards Table — Employment Agreements.” The table below reflects
the amount of compensation and benefits that would have been payable to each named executive officer in the event that the named
executive officer had experienced the following events as of December 31, 2019: (i) a termination for cause or resignation,
or voluntary termination, (ii) involuntary termination, (iii) an involuntary termination that occurs in connection with a change
in control, (iv) termination by reason of an executive’s death, or (v) termination by reason of an executive’s
disability. The amounts reflected in the table below are based on the terms of the 2019 Employment Agreements, which were in effect
on December 31, 2019.
|
|
|
|
|
|
|
Triggering Events
|
|
|
Name
|
|
Type of Payment
|
|
Voluntary Termination ($)
|
|
Involuntary Termination ($)
|
|
|
Involuntary Termination in Connection with a Change in Control(4)(5)($)
|
|
|
Death($)
|
|
|
Disability($)
|
|
|
Jeffrey M. Solomon
|
|
Cash Severance(1)
|
|
—
|
|
|
15,238,229
|
|
|
|
15,238,229
|
|
|
|
10,238,229
|
|
|
|
10,238,229
|
|
|
|
|
Equity Acceleration(2)
|
|
—
|
|
|
5,774,927
|
|
|
|
5,774,927
|
|
|
|
5,774,927
|
|
|
|
5,774,927
|
|
|
|
|
Total
|
|
—
|
|
|
21,013,156
|
|
|
|
21,013,156
|
|
|
|
16,013,156
|
|
|
|
16,013,156
|
|
|
Stephen A. Lasota
|
|
Cash Severance(3)
|
|
—
|
|
|
4,299,584
|
|
|
|
5,299,584
|
|
|
|
2,799,584
|
|
|
|
2,799,584
|
|
|
|
|
Equity Acceleration(2)
|
|
—
|
|
|
2,301,406
|
|
|
|
2,301,406
|
|
|
|
2,301,406
|
|
|
|
2,301,406
|
|
|
|
|
Total
|
|
—
|
|
|
6,600,990
|
|
|
|
7,600,990
|
|
|
|
5,100,990
|
|
|
|
5,100,990
|
|
|
John Holmes
|
|
Cash Severance(3)
|
|
—
|
|
|
4,477,369
|
|
|
|
5,477,369
|
|
|
|
2,977,369
|
|
|
|
2,977,369
|
|
|
|
|
Equity Acceleration(2)
|
|
—
|
|
|
2,501,762
|
|
|
|
2,501,762
|
|
|
|
2,501,762
|
|
|
|
2,501,762
|
|
|
|
|
Total
|
|
—
|
|
|
6,979,131
|
|
|
|
7,979,131
|
|
|
|
5,479,131
|
|
|
|
5,479,131
|
|
|
Owen S. Littman
|
|
Cash Severance(3)
|
|
—
|
|
|
4,382,969
|
|
|
|
5,382,969
|
|
|
|
2,882,969
|
|
|
|
2,882,969
|
|
|
|
|
Equity Acceleration(2)
|
|
—
|
|
|
2,330,748
|
|
|
|
2,330,748
|
|
|
|
2,330,748
|
|
|
|
2,330,748
|
|
|
|
|
Total
|
|
—
|
|
|
6,713,717
|
|
|
|
7,713,717
|
|
|
|
5,213,717
|
|
|
|
5,213,717
|
|
|
|
(1)
|
Includes the value of a cash payment equal to the
sum of (i) the average of Mr. Solomon’s 2017 and
2018 annual bonuses, comprised of cash bonus, deferred cash and deferred equity ($5,542,500), (ii) two and one-half times the
sum of Mr. Solomon’s 2017 base salary ($950,000) and the average of Mr. Solomon’s 2017 and 2018 annual bonuses (subject
to a $3.25 million minimum and a $5 million limit), (iii) a cash payment equal to 24 months of COBRA premiums, and (iv) the value
of acceleration of unvested deferred cash compensation ($4,608,739, including interest accrued through December 31, 2019),
which is payable to Mr. Solomon pursuant to the terms of his employment agreement. Mr. Solomon is not entitled to enhanced cash
severance payments if his employment is involuntarily terminated in connection with or following a change in control. Had Mr. Solomon
experienced a termination by reason of death or disability, he would have been entitled to a cash payment equal to the sum of
the amounts described under clauses (i), (iii), and (iv) above.
|
|
|
(2)
|
Includes the value of acceleration of all unvested
shares of restricted stock and all performance share and PSA awards, based on a price of
$15.75 per share, which was the closing price of our Class A common stock on the NASDAQ Global Select Market on December 31,
2019. Pursuant to their employment agreements and the applicable award agreements, the executives are entitled to immediate vesting
of outstanding equity awards upon an involuntary termination or a termination by reason of death or disability, except for the
PSAs granted in March 2016 and April 2019, which will, upon an involuntary termination, remain outstanding until the completion
of the applicable performance period without regard to the continued service requirement and will vest based on the actual level
of the attainment of the applicable performance goals. For reporting purposes, target level performance was assumed. In addition,
pursuant to the terms of the applicable award agreements, unvested equity awards will vest in the event that a change in control
occurs and, following such change in control, the executive’s compensation or job responsibilities are reduced materially
or the equity securities of the Company cease to trade on a national securities exchange, except for the PSAs granted in March 2016
and April 2018, which will vest based on the target level of the applicable performance goals, subject to the named executive
officer’s continued employment through the applicable vesting date.
|
|
|
(3)
|
Includes
the value of a cash payment equal to the sum of (i) the average of the 2017 and
2018 annual bonus comprised of cash bonus, deferred cash and deferred equity ($1,900,000,
$2,000,000 and $1,950,000 ) for Messrs. Lasota, Holmes and Littman, respectively), (ii)
one and one-half times the average of 2017 and 2018 compensation for each of Mr. Lasota,
Mr. Holmes and Mr. Littman as reported on Form W-2 (subject to a $1.5 million limit),
(iii) a cash payment equal to 24 months of COBRA premiums ($57,709 for Mr. Lasota, $56,744
for Mr. Holmes and $51,719 for Mr. Littman), and (iv) the value of acceleration of unvested
deferred cash compensation ($841,875, $920,625 and $881,250) for each of Mr. Lasota,
Mr. Holmes and Mr. Littman, respectively, including interest accrued through December 31,
2019), which is payable to Messrs. Lasota, Holmes and Littman pursuant to the terms of
their employment agreements. Had Mr. Lasota, Mr. Holmes or Mr. Littman experienced
a termination by reason of death or disability, each executive would have been entitled
to a cash payment equal to the sum of the amounts described under clauses (i), (iii),
and (iv) above.
|
|
|
(4)
|
Includes the value of the same cash severance payments
that would have been payable to Messrs. Lasota, Holmes and Littman in connection with an involuntary termination of employment
(as described above), except that the applicable multiplier for average W-2 compensation will be two and one-half times instead
of one and one-half times, and the applicable limit will be $2.5 million instead of
$1.5 million. Pursuant to their employment agreements, Messrs. Lasota, Holmes and Littman will be entitled to receive this
enhanced cash severance payment in the event of an involuntary termination of employment in connection with or following a change
in control. In addition, pursuant to the terms of the applicable award agreements, each executive’s unvested deferred cash
compensation will vest in the event that a change in control occurs and, following such change in control, the executive’s
compensation or job responsibilities are reduced materially or the equity securities of the Company cease to trade on a national
securities exchange.
|
|
|
(5)
|
Under the employment agreements with Messrs. Solomon, Lasota, Holmes and Littman, severance payable following a change in control
would have been subject to a so-called “modified golden parachute cutback” provision pursuant to which “excess
parachute payments” would be reduced to the extent such reduction would result in greater after-tax benefits. The amounts
disclosed above represent the full amounts payable, without application of any cutback.
|
PAY
RATIO
Pursuant
to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of Mr. Solomon, our Chief Executive
Officer as of December 31, 2019, to the median annual total compensation of all our employees (excluding our Chief Executive Officer).
To
determine the median annual total compensation of all our employees (excluding our Chief Executive Officer), a median employee
was identified from the population of our 1,291 employees as of December 31, 2019. We did not include independent contractors
in our determination.
In
order to identify our median employee, we ranked each of our employees (other than our Chief Executive Officer) based on 2019 awarded
compensation. For this purpose, 2019 awarded compensation was composed of each employee’s (i) salary earned during 2019,
(ii) annual cash bonus paid in respect of 2019 performance, (iii) deferred cash awards granted in respect of 2019 performance
and (iv) and RSUs granted in respect of 2019 performance. In determining 2019 awarded compensation, we did not apply any cost-of-living
adjustments or annualize any partial-year compensation.
Once
we identified the median employee, we determined that individual’s annual total compensation in accordance with the requirements
for determining total compensation in the Summary Compensation Table.
The
2019 annual total compensation for Mr. Solomon, our Chief Executive Officer, as reported in the Summary Compensation Table in this
Form 10-K, was $7,478,814. The 2019 annual total compensation for our median employee, determined in accordance with the requirements
for determining total compensation in the Summary Compensation Table, was $185,000. The ratio of our Chief Executive Officer’s
annual total compensation to the annual total compensation of our median employee for 2019 is 40 to 1. We believe that this ratio
represents a reasonable estimate calculated in a manner consistent with Item 402(u).
The information disclosed in this section
was developed and is provided solely to comply with specific, new legal requirements. We do not use this information in managing
our Company. We do not believe this information provides stockholders with a useful mechanism for evaluating our management’s
effectiveness, operating results, or business prospects, nor for comparing our company with any other company in any meaningful
respect.
COMPENSATION PROGRAM FOR NON-EMPLOYEE
DIRECTORS FOR 2019
Director Compensation Table
The following table sets forth compensation
information for our non-employee directors for the year ended December 31, 2019.
|
Director
|
|
Fees Earned Paid in Cash ($)
|
|
|
Stock Awards ($)(1)
|
|
|
All Other Compensation ($)
|
|
|
Total
|
|
|
Brett H. Barth
|
|
|
--
|
|
|
|
220,000
|
|
|
|
--
|
|
|
|
220,000
|
|
|
Katherine E. Dietze
|
|
|
115,000
|
|
|
|
115,000
|
|
|
|
--
|
|
|
|
230,000
|
|
|
Steven Kotler
|
|
|
105,000
|
|
|
|
105,000
|
|
|
|
--
|
|
|
|
210,000
|
|
|
Lawrence E. Leibowitz
|
|
|
50,000
|
|
|
|
150,000
|
|
|
|
--
|
|
|
|
200,000
|
|
|
Jerome S. Markowitz(2)
|
|
|
--
|
|
|
|
250,000
|
|
|
|
--
|
|
|
|
250,000
|
|
|
Jack H. Nusbaum(2)
|
|
|
--
|
|
|
|
200,000
|
|
|
|
--
|
|
|
|
200,000
|
|
|
Margaret L. Poster(3)
|
|
|
131,250
|
|
|
|
100,000
|
|
|
|
|
|
|
|
231,250
|
|
|
Douglas A. Rediker
|
|
|
--
|
|
|
|
200,000
|
|
|
|
--
|
|
|
|
200,000
|
|
|
|
(1)
|
Represents the aggregate grant date fair value calculated
in accordance with generally accepted accounting principles, disregarding for this purpose the estimate of forfeitures related
to service-based vesting conditions. For information on the valuation assumptions with respect to awards made, refer to the Company’s
Share-Based Compensation and Employee Ownership Plans Note in its financial statements included in its Form 10-K for the year
ended December 31, 2019, as filed with the SEC on March 4, 2020. As of December 31, 2019, all outstanding stock awards
held by our directors are fully vested.
|
|
|
(2)
|
In 2019, Messrs. Barth, Markowitz, Nusbaum and Rediker
elected to receive 100% of their director compensation in RSUs. Please see “Narrative Disclosure Relating to Director Compensation
Table” below for additional information regarding non-employee director compensation in 2019.
|
|
|
(3)
|
Ms. Poster received $31,250 for her Board service
from April 2019 through June 2019.
|
Narrative Disclosure Relating to Director Compensation Table
In 2019, each of our non-employee directors
received annual compensation of $200,000. Mr. Markowitz, the Company’s Lead Director, received additional compensation of
$50,000. Ms. Dietze, the Chair of the Audit Committee received additional compensation of $30,000 per annum. Mr. Barth, the Chair
of the Compensation Committee, received additional compensation of $20,000 per annum, and Mr. Kotler, the Chair of the Nominating
and Corporate Governance Committee received additional compensation of $10,000 per annum. For 2019, a minimum of 50% of a director’s
compensation was paid in the form of RSUs. In addition, each director was entitled to elect to receive any amount in excess of
50% of 2019 compensation in the form of RSUs. The RSUs were valued using the volume-weighted average price for the 30-day period
prior to our 2019 annual meeting of stockholders. RSUs are vested and not subject to forfeiture; however, except in the event of
death, the underlying shares of Class A common stock will not be delivered to the holder for at least one year from the date of
grant. These equity awards are intended to further align the interests of our directors with those of our stockholders. Directors
who also are employed as executive officers of the Company receive no additional compensation for their service as a director.
Compensation Committee Interlocks and Insider Participation
The Compensation Committee is comprised
entirely of non-employee directors, none of whom has ever been an officer or employee of the Company and none of whom had any related
person transaction involving the Company. None of our executive officers (1) served as a member of the board of directors or compensation
committee of any other entity that had one or more of its executive officers serving as a member of our Compensation Committee
or (2) served as a member of the compensation committee of any other entity that had one or more of its executive officers serving
as a member of our Board during 2019.