DEF 14A of Ryman Hospitality Properties, Inc.
Filed Apr 4, 2024 · FY20230001140361-24-017823
Items of Business
| 2023 Grants of Plan-Based Awards | 70 | | 2023 Grants of Plan-Based Awards Table | 70 |
Items of Business
| Outstanding Equity Awards at 2023 Fiscal Year End | 71 | | Outstanding Equity Awards at 2023 Fiscal Year End Table | 71 |
Items of Business
| 2023 Option Exercises and Stock Vested | 73 | | 2023 Option Exercises and Stock Vested Table | 73 |
Items of Business
| 2023 Pay Versus Performance | 74 | | 2023 Pay Versus Performance Table | 74 |
Items of Business
| Other Compensation Information | 80 | | Pension Benefits | 80 | | Nonqualified Deferred Compensation | 80 | | 2023 Nonqualified Deferred Compensation Table | 81 |
Items of Business
| Potential Payments on Termination or Change of Control | 82 | | Employment and Severance Agreements | 82 | | Description of Potential Payments on Termination or Change of Control | 82 | | Summary of Potential Payments on Termination or Change of Control | 86 |
Items of Business
| Director Compensation | 88 | | Cash Compensation | 88 | | Equity-Based Compensation | 88 | | Director Stock Ownership Guidelines | 88 | | 2023 Non-Employee Director Compensation Table | 89 |
Director Nominees
Director Nominees
Director Nominees
| Name | Age | Director Since | Primary Occupation | Committee Memberships; Other Roles | Other Public Company Boards | | Rachna Bhasin | 51 | 2016 | Founder/CEO, EQ Partners | Human Resources; Nominating & CG | Shutterstock, Inc.; PropertyGuru Group Limited | | Alvin Bowles Jr. | 50 | 2017 | Vice-President, Global Business Group - Americas, Meta Platforms, Inc. | Audit | — |
Director Nominees
| Name | Age | Director Since | Primary Occupation | Committee Memberships; Other Roles | Other Public Company Boards | | Mark Fioravanti | 62 | 2022 | President & Chief Executive Officer, Ryman Hospitality Properties, Inc. | — | — | | William E. Haslam | 65 | 2023 | Private Investor; Former Governor of Tennessee | Audit | — | | Erin Mulligan Helgren | 54 | 2024 | CEO, OfficeSpace Software, Inc. | Audit | Skyline Champion Corp. | | Fazal Merchant | 50 | 2017 | Former Co-CEO, Tanium, Inc. | Audit (Chair) | Warner Bros. Discovery, Inc. | | Christine Pantoya | 54 | 2019 | COO & CFO, Kiswe Mobile Inc. | Audit; Nominating & CG | — | | Robert Prather, Jr. | 79 | 2009 | President & CEO, Heartland Media, LLC | Human Resources; Nominating & CG (Chair) | GAMCO Investors, Inc. | | Colin Reed | 76 | 2001 | Executive Chairman of the Board of Directors, Ryman Hospitality Properties, Inc. | — | First Horizon National Corporation | | Michael Roth | 78 | 2022(1) | Former Executive Chairman, The Interpublic Group of Companies | Human Resources (Chair); Nominating & CG | — |
Corporate Governance Highlights
Corporate Governance Highlights Our Board of Directors has adopted governance policies that we believe are in the best interests of our stockholders, including:
Corporate Governance Highlights
| • | Annual election of all directors. | | | • | Board refreshment and reduction in average board tenure. | | | | • | On at least an annual basis, the Nominating and Corporate Governance Committee of our Board of Directors evaluates the Board’s composition to ensure that the Board maintains complementary and diverse skill sets, perspectives, backgrounds and experiences for its continued effectiveness, with the goal of having a mix of years of tenure of Board members between those who have served longer term, medium term or shorter term. | | | • | All of our independent directors other than Mr. Prather and Mr. Roth (who previously served as a director from 2004 to 2021 and who re-joined our Board in February 2022) have joined our Board since 2015. Immediately following the Annual Meeting, the average tenure of our independent directors will be 8 years (including Mr. Roth’s years of prior service), as compared to 15 years in 2015, and the average age of our independent directors will be 60 years, as compared to 67 years in 2015. | | • | Majority vote standard in uncontested elections. | | | • | Independent, involved and informed Board of Directors. | | | | • | All directors, other than Mr. Reed and Mr. Fioravanti, are independent. | | | • | Each of our incumbent directors standing for election who served as directors in 2023, including each of our independent directors, had at least 75% attendance at all Board and committee meetings in 2023. | | | • | Board orientation for new members and ongoing director education. | | • | A diverse Board, with 50% of our Board members being diverse, 30% of our Board members being racially/ethnically diverse, and 30% of our Board members being female. | | | • | Independent Lead Director, as well as separate Executive Chairman and Chief Executive Officer positions. | | | • | Independent Board committees. | | | | • | Our three active standing Board committees are comprised solely of independent directors. | | • | Executive sessions of independent directors are held at each regularly scheduled Board meeting. | | | • | Annual Board and committee self-evaluations. | | | • | Board oversight of risk management. | | | • | No stockholder rights plan. | | | • | Common stock is the only class of voting securities outstanding. | | | • | Ongoing engagement with stockholders. | | | • | Commitment to Environmental, Social and Governance (“ESG”) considerations. | |
What are my voting options on Proposal 1 (Election of Directors)?
What are my voting options on Proposal 1 (Election of Directors)? A. You may:
What are my voting options on Proposal 1 (Election of Directors)?
| • | Vote FOR all of the director nominees; |
What are my voting options on Proposal 1 (Election of Directors)?
| • | Vote FOR specific director nominees; |
What are my voting options on Proposal 1 (Election of Directors)?
| • | Vote AGAINST all director nominees; |
What are my voting options on Proposal 1 (Election of Directors)?
| • | Vote AGAINST specific director nominees; |
What are my voting options on Proposal 1 (Election of Directors)?
| • | ABSTAIN from voting with respect to all of the director nominees; or |
What are my voting options on Proposal 1 (Election of Directors)?
| • | ABSTAIN from voting with respect to specific director nominees. |
What are my voting options on Proposal 1 (Election of Directors)?
A nominee will be elected as a director if the number of votes cast “FOR” such nominee’s election exceeds the number of votes cast “AGAINST” such nominee’s election (with abstentions and broker non-votes not counted as votes cast either for or against such election). Proxies may not be voted for more than ten (10) directors, and stockholders may not cumulate votes in the election of directors. See “Majority Voting Standard for Director Elections” below for the effect of a director nominee failing to receive the required majority vote in an election. Q.
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement) The information below about the business background of each nominee for director has been provided by each nominee. All nominees are currently directors. In case any nominee is not available to serve as a director, the person or persons voting the proxies may vote your shares for such other person or persons designated by the Board if you have submitted a proxy card. The Board may also choose to reduce the number of directors to be elected at the meeting. Each of the nominees shall be elected to serve as a director until the annual meeting of stockholders in 2025 or until his or her respective successor is otherwise duly elected and qualified, or until his or her earlier resignation or removal. The names of the nominees for director, along with their present positions, their principal occupations, current directorships held with other public companies, as well as directorships with other public companies during the past five years, their ages and the year first elected as a director, are set forth below. Individual qualifications, experiences and skills that contribute to the Board’s effectiveness as a whole, as determined by the Nominating and Corporate Governance Committee, are also described below.
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| Incumbent Directors Standing for Re-Election | | | Rachna Bhasin | | | Founder/Chief Executive Officer, EQ Partners, a private consulting firm, since January 2019. Ms. Bhasin has served as an independent director of media company Shutterstock, Inc. since August 2019 and as an independent director of PropertyGuru Group Limited, a Singapore-based property technology company, since August 2021. From October 2015 to January 2019, Ms. Bhasin served as Chief Business Officer of Magic Leap, Inc., a digital technology company. Prior to such time, Ms. Bhasin was Senior Vice-President of Corporate Strategy and Business Development at media company SiriusXM Radio, a position she had held since 2010. From 2007 until 2010 Ms. Bhasin was General Manager, Strategic Partnerships and Personalization at technology company Dell, Inc., and from 2004 to 2007 she served as Vice President of Business Development at the media company EMI Music, North America. | Qualifications: Ms. Bhasin’s experience in the technology and media industries provide her with a unique perspective on our challenges and opportunities. Current Directorships: Shutterstock, Inc.; PropertyGuru Group Limited Former Directorships: None Age: 51 Director since: 2016 |
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| Alvin Bowles Jr. | | | Vice-President, Global Business Group – Americas, technology company Meta Platforms, Inc. (formerly known as Facebook, Inc.), since May 2023; Global Vice-President, Partnerships & Business Engineering, Meta, January 2022 to May 2023; Vice-President, Global Marketing Solutions, Meta, January 2020 to January 2022; Head of Global Publisher Sales and Operations, Facebook, October 2015 to January 2020; CEO of media company GrabMedia, March 2011 to September 2015; SVP, Integrated Marketing & Brand Solutions, of media company BET, April 2007 to December 2010; Vice President Sales, Publisher, AOL Black Voices, of media and technology company AOL, April 2005 to April 2007; Vice President, Global Media Group, of entertainment company Time Warner Inc., January 2004 to April 2005. | Qualifications: Mr. Bowles brings operating experience in large, complex organizations as a result of his service as a senior executive of public and private companies, including those with a focus on digital media and technology. Current Directorships: None Former Directorships: None Age: 50 Director since: 2017 |
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| Mark Fioravanti | | | Our President & Chief Executive Officer since January 2023; our President from March 2022 through December 2022; our President and Chief Financial Officer from March 2015 to March 2022; our Executive Vice President and Chief Financial Officer, August 2011 to March 2015; our Senior Vice President and Chief Financial Officer, June 2009 to August 2011; our Senior Vice President of Finance and Treasurer, June 2007 to June 2009; our Executive Vice President and President of our ResortQuest International subsidiary from March 2004 to June 2007; our Senior Vice President of Marketing, August 2002 to March 2004. Prior to joining us, Mr. Fioravanti served in a variety of roles with gaming company Harrah’s Entertainment, Inc. | Qualifications: Mr. Fioravanti’s day-to-day leadership as our CEO, and his many years of experience in the hospitality industry, provides him with a deep knowledge of our operations and a unique insight into our challenges and opportunities. Current Directorships: None Former Directorships: None Age: 62 Director since: 2022 |
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| William E. Haslam | | | Private Investor, since 2019. From 2011 to 2019, Mr. Haslam served as Governor of the State of Tennessee. From 2003 until 2011, Mr. Haslam served as the Mayor of Knoxville, Tennessee. From 1999 until 2001, Mr. Haslam served as Chief Executive Officer of the e-commerce and catalog division of retailer Saks Fifth Avenue. From 1980 until 1999 Mr. Haslam served in a variety of roles with travel center operator Pilot Corporation, eventually serving as President. | Qualifications: Mr. Haslam’s experiences as a senior executive in the public and private sectors brings managerial and operational expertise. Current Directorships: None Former Directorships: None Age: 65 Director since: 2023 |
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| Erin Mulligan Helgren | | | Chief Executive Officer of OfficeSpace Software Inc., a privately-held enterprise software company, since April 2023. From November 2021 through December 2022, Ms. Helgren served as CEO and as a director of Bonterra, a public benefit corporation operating a social good software platform. Ms. Helgren served as CEO and as a director of information technology company Social Solutions LLC from April 2020 to November 2021. From September 2017 to March 2020, Ms. Helgren served as CEO of Calytera, an information technology company. Ms. Helgren previously spent 11 years at information technology company Dell, Inc., serving as (among other roles) Dell’s Global Chief Marketing Officer. Ms. Helgren also previously served as Chief Marketing Officer for solar company SunPower Corporation and technology company Bazaarvoice, Inc. | Qualifications: Ms. Helgren brings operations and marketing experience in large, complex organizations as a result of her service as a senior executive and director of public and private companies. Current Directorships: Skyline Champion Corp. Former Directorships: None Age: 54 Director since: 2024 |
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| Fazal Merchant | | | Senior Advisor, investment company Sixth Street Partners, since May 2021; and Director of asset management firm Ariel Investments, LLC, since March 2021. Previously, Mr. Merchant served as Co-Chief Executive Officer of Tanium, Inc., a privately-held endpoint security and systems management company, from June 2019 to September 2020; Chief Operating Officer and Chief Financial Officer of Tanium, May 2017 to June 2019; Consultant to WndrCo, a new media and technology company, December 2016 to May 2017; Chief Financial Officer, media company DreamWorks Animation SKG, September 2014 to September 2016; Chief Financial Officer, media company DirecTV Latin America, December 2013 to September 2014; SVP, Treasurer & Corporate Development, media and technology company DirecTV, July 2012 to April 2014; Managing Director, Head of Global Industrials Group, Americas, financial services company Royal Bank of Scotland, January 2011 to July 2012. | Qualifications: Mr. Merchant brings financial and accounting experience in large, complex organizations as a result of his service as a senior executive and director of public and private companies. Current Directorships: Warner Bros. Discovery, Inc. Former Directorships: Meritor, Inc. Age: 50 Director since: 2017 |
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| Christine Pantoya | | | Chief Operating Officer, Chief Financial Officer and board member, technology company Kiswe Mobile Inc., since July 2023; Chief Commercial Officer and Head of Strategy, FANchise, an integrative fan-controlled sports league, from July 2020 to July 2023. Ms. Pantoya served as Non-Executive Partner, Delta Partners Group, an investment and advisory firm, from June 2019 to July 2023. Ms. Pantoya has also served as a senior advisor to multiple early-stage companies since January 2019. From November 2020 until June 2022 Ms. Pantoya served as Chief Financial Officer of Omnichannel Acquisition Corp., a consumer-technology focused SPAC. From January 2015 to October 2018, Ms. Pantoya served as SVP & Head of Mobile & Direct-to-Consumer for the National Basketball Association, a professional sports league. From April 2012 to January 2015, Ms. Pantoya served as VP of Corporate Development and Strategy for telecommunications company Verizon Communications. Prior to such time, Ms. Pantoya served in a variety of roles for telecommunications companies Cox Communications, Enhanced Wireless, Clearwire and Sprint Nextel. | Qualifications: Ms. Pantoya’s current and past roles with media and entertainment companies provide her with insights on the challenges and opportunities faced by our Entertainment business segment. Current Directorships: None Former Directorships: None Age: 54 Director since: 2019 |
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| Robert Prather, Jr. | | | President and Chief Executive Officer, Heartland Media, LLC, a television broadcasting company, since June 2013; Chief Executive Officer, Heartland Media Acquisition Corp., a media focused SPAC, March 2021 to August 2023; President and Chief Executive Officer, Allen Media Broadcasting, a television broadcasting company, February 2020 to June 2023; President and Chief Operating Officer, Gray Television, Inc., a television broadcasting company, September 2002 to June 2013; Executive Vice President, Gray Television, Inc., 1996 to September 2002; Chief Executive Officer, Bull Run Corporation (now Southern Community Newspapers, Inc.), a media and publishing company, 1992 to December 2005. | Qualifications: Mr. Prather’s history as a chief executive officer of media companies provides financial expertise, as well as operating experience in the media and entertainment industries. Mr. Prather also has considerable corporate governance experience through his service on the boards of other public companies. Current Directorships: GAMCO Investors, Inc. Former Directorships: Diebold Nixdorf, Inc.; Heartland Media Acquisition Corp. Age: 79 Director since: 2009 |
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| Colin Reed | | | Executive Chairman of our Board since January 2023; our Chief Executive Officer from April 2001 through December 2022; Chairman of our Board from May 2005 through December 2022; our President from November 2012 to March 2015 and from April 2001 to November 2008; Member, three-executive Office of the President, gaming company Harrah’s Entertainment, Inc., May 1999 to April 2001; Chief Financial Officer, Harrah’s Entertainment, Inc., April 1997 to April 2001. Mr. Reed previously served in a variety of other management positions with Harrah’s Entertainment, Inc. and its predecessor, hotel operator Holiday Corp., from 1977 to April 1997. | Qualifications: Mr. Reed’s day-to-day leadership as Executive Chairman of our Board, as well as his many years of experience as our CEO and in the hospitality industry, provides him with deep knowledge of our operations and gives him unique insights into our challenges and opportunities. Current Directorships: First Horizon National Corporation Former Directorships: None Age: 76 Director since: 2001 |
Proposal 1 (Election of the Ten (10) Nominees for Director Identified in this Proxy Statement)
| Michael Roth | | | Executive Chairman (from January 2021 to December 2021), The Interpublic Group of Companies, a global marketing services company; Chairman (from July 2004 to December 2020) and Chief Executive Officer (from January 2005 to December 2020), The Interpublic Group of Companies; Chairman of the Board and Chief Executive Officer, The MONY Group Inc. (and its predecessor entities), a financial services company, 1997 to 2004. Mr. Roth served as a Director Emeritus of the Company from May 2021 until February 2022, when he rejoined our Board of Directors. | Qualifications: As a result of his past service as the chief executive officer and chairman of public companies, Mr. Roth brings a variety of experience and expertise to the Board, including in the areas of capital markets, accounting and corporate governance. Current Directorships: None Former Directorships: The Interpublic Group of Companies; Pitney Bowes, Inc. Age: 78 Director since: 2022 (previous service as a director from 2004-2021) |
Human Resources Committee
| • | reviewing and approving compensation for executive officers and directors (subject to, in the case of director compensation, approval by the full Board). |
Nominating and Corporate Governance Committee
Nominating and Corporate Governance Committee The current members of the Nominating and Corporate Governance Committee are Robert Prather (Chair), Rachna Bhasin, Christine Pantoya and Michael Roth. The committee is responsible for, among other things:
Nominating and Corporate Governance Committee
| • | developing and recommending criteria for the selection of new directors and recommending to the Board nominees for election as directors and appointment to committees; |
Nominating and Corporate Governance Committee
| • | developing and recommending changes and modifications to our corporate governance guidelines and our code of conduct to the Board; |
Nominating and Corporate Governance Committee
| • | monitoring and enforcing compliance with our corporate governance guidelines, certain provisions of our code of conduct and other policies; |
Nominating and Corporate Governance Committee
| • | monitoring and overseeing our ESG program; and |
Nominating and Corporate Governance Committee
| • | advising the Board on corporate governance matters, including as appropriate obtaining updates on corporate governance developments from professional advisors. |
Nominating and Corporate Governance Committee
A formal Board evaluation covering Board operations and performance, with a written evaluation from each Board member, is conducted annually by the committee to enhance Board effectiveness. Recommended changes are considered by the full Board. In addition, each Board committee conducts an annual self-evaluation. The committee annually reviews with the Board the company’s “Statement of Expectations of Directors.” This review includes an assessment of independence, diversity, age, skills, experience and industry backgrounds in the context of the needs of the Board and the company, as well as the ability of current and prospective directors to devote sufficient time to performing their duties in an effective manner. Directors are expected to actively participate in Board discussions and exemplify the highest standards of personal and professional integrity. In particular, the committee seeks directors with established strong professional reputations and expertise in areas relevant to the strategy and operations of our businesses. While our Corporate Governance Guidelines do not prescribe specific diversity criteria for selection of directors, as a matter of practice, the committee annually reviews the tenure, performance and contributions of existing Board members to the extent they are candidates for re-election, and considers all aspects of each candidate’s qualifications and skills in the context of the needs of the company at that point in time with a view to creating a Board with a diversity of experience and perspectives, including diversity with respect to race, gender, geography and areas of expertise. In addition, on February 23, 2023, our Corporate Governance Guidelines were amended to provide that the committee will include, and will have any search firm that it engages include, women and minority candidates in the pool from which director candidates are selected. Finally, the committee’s charter gives it responsibility to develop and recommend criteria for the selection of new directors to the Board, including but not limited to diversity, age, skills, experience, time availability and such other criteria as the committee shall determine to be relevant at the time. Currently, the Board has five directors who are diverse, three of whom are racially and ethnically diverse, and three of whom are female. The Board has met its previously established goal of having at least 30% gender diversity on the Board by the company’s 2024 Annual Meeting of Stockholders. Historically, the Board, based on the recommendations of the committee, has been successful in its director refreshment efforts. For example, all of our independent directors other than Mr. Prather and Mr. Roth (who re-joined our Board in 2022 after previously serving from 2004 to 2021) have joined our Board since 2015. This director refreshment process not only reduced the average tenure of our directors but also resulted in a more diverse Board. The committee also considers the impact of any changes in the employment of existing directors. In this regard, if a director changes employment, the director is required to submit a letter of resignation to the committee. The committee then reviews the director’s change of employment and determines whether the director’s continued service on the Board would be advisable as a result of such change. After completing this evaluation, the committee makes a recommendation to the full Board as to whether to accept the director’s resignation, and the Board makes a final determination of whether to accept the director’s resignation. The committee considers candidates for Board membership recommended by its members and other Board members, as well as by management and stockholders. From time to time the committee may also engage a third party search firm to identify prospective Board members. The committee will only consider stockholder nominees for Board membership submitted in accordance with the procedures set forth in Submitting Stockholder Proposals and Nominations for 2025 Annual Meeting beginning on page 95. With respect to the recent process which resulted in Ms. Helgren being appointed to our Board, the committee received referrals for several potential candidates from existing Board members, and it did not engage a third party search firm to identify additional candidates. Once the committee has identified a prospective nominee, the committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the committee with the recommendation of the prospective candidate, as well as the committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the need for additional Board members to fill vacancies or expand the size of the Board and the likelihood that the prospective nominee can satisfy the evaluation factors described below. If the committee determines, in consultation with the Chairman of the Board and other Board members as appropriate, that additional consideration is warranted, it may request additional information about the prospective nominee’s background and experience. The committee then evaluates the prospective nominee against the following standards and qualifications:
Nominating and Corporate Governance Committee
| • | the ability of the prospective nominee to represent the interests of our stockholders; |
Nominating and Corporate Governance Committee
| • | the prospective nominee’s standards of integrity, commitment and independence of thought and judgment; |
Nominating and Corporate Governance Committee
| • | the prospective nominee’s ability to dedicate sufficient time, energy and attention to the diligent performance of his or her duties, including the prospective nominee’s service on other boards; and |
Nominating and Corporate Governance Committee
| • | the extent to which the prospective nominee contributes to the range of knowledge, diversity, skill and experience appropriate for the Board. |
Nominating and Corporate Governance Committee
The committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board and the evaluations of other prospective nominees. In connection with this evaluation, the committee determines whether to interview the prospective nominee, and if warranted, one or more members of the committee, and others as appropriate, will interview the prospective nominee in person or by telephone. After completing this evaluation and interview, the committee makes a recommendation to the full Board as to whether this prospective nominee and any other prospective nominees should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the committee. With respect to the recent process which resulted in Ms. Helgren being appointed to our Board, the committee evaluated the referrals received from existing Board members and established a group of finalists in accordance with the processes and procedures described above, which resulted in the selection of Ms. Helgren as a director. New directors participate in an orientation program that includes discussions with senior management, their review of background materials on our strategic plan, organization and financial statements and visits to our facilities. We encourage each director to participate in continuing educational programs that are important to maintaining a director’s level of expertise to perform his or her responsibilities as a Board member.
CEO Pay Ratio
CEO Pay Ratio The Dodd-Frank Act requires that we disclose the ratio of CEO pay in 2023 to the median employee pay of all our employees, other than the CEO, calculated in accordance with Item 402(u) of SEC Regulation S-K. In making this calculation, we first identified the company’s median employee by examining the 2023 total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2023, the last day of our payroll year. We included all employees, whether employed on a full-time, part-time or seasonal basis (for purposes of this calculation, a total of 1,461 employees). We did not make any assumptions, adjustments or estimates with respect to total cash compensation, except that we annualized the compensation for all full- and part-time employees who were not employed by us for all of 2023. We selected total cash compensation for all employees as our compensation measure because we do not widely distribute annual equity awards to employees. We then identified the company’s median employee based on total cash compensation, and we determined that such median employee served as a culinary employee in a venue in our Entertainment business segment and averaged a 29-hour work week during 2023. As required by SEC rules, for purposes of calculating the pay ratio, pay for the median employee and for Mr. Fioravanti, who served as our CEO as of December 31, 2023, were determined using the methodology set forth in our 2023 Summary Compensation Table on page 68 below. Using this methodology, we determined that a reasonable estimate of the 2023 total compensation of our median employee was $37,630, and that the 2023 total compensation of our CEO was $6,015,205. In addition to the pay ratio disclosure required by the Dodd-Frank Act, we believe that it is also important to take into consideration:
CEO Pay Ratio
| • | the nature of our overall employee base, which contains a small number of full-time employees dedicated to our hospitality REIT business segment and a larger number of full- and part-time employees working in our Entertainment business segment (with many of our part-time employees only working a few hours each week at various times to service the numerous concerts and other events at our entertainment venues); and |
CEO Pay Ratio
| • | the fact that, unlike many chief executives, our CEO oversees two lines of business, a hospitality REIT and an entertainment operating company. |
CEO Pay Ratio
We continue to believe that it is appropriate to provide two additional supplemental calculations that reflect the pay ratio of the total compensation of our CEO to (1) the total compensation of the median of all full-time employees, and (2) the total compensation of the median of the full-time employees of our REIT entity (comprising our Hospitality business segment) Accordingly, we determined that the following were reasonable estimates of the pay ratio required to be disclosed by Item 402(u) of SEC Regulation S-K, as well as the supplemental pay ratios described above:
CEO Pay Ratio
| Dodd-Frank Act Pay Ratio Information | | | CEO to Median Employee Pay Ratio (Calculated in Accordance with Item 402(u) of SEC Regulation S-K) | 160:1 | | Supplemental Pay Ratio Information(1) | | | CEO to Median Employee Pay Ratio (Full-Time Employees Only)(2) | 108:1 | | CEO to Median Employee Pay Ratio (Full-Time REIT Employees Only)(3) | 49:1 |
CEO Pay Ratio
| (1) The supplemental ratios listed above were calculated based on the total compensation paid to our CEO and to the median employees identified above using the methodology set forth in our 2023 Summary Compensation Table on page 68 below. |
CEO Pay Ratio
| (2) For purposes of calculating this supplemental pay ratio, only full-time employees of the company as of December 31, 2023 (a total of 816 employees) were included in the determination of the median company employee. |
CEO Pay Ratio
| (3) For purposes of calculating this supplemental pay ratio, only full-time employees employed by our REIT entity (comprising our Hospitality business segment) as of December 31, 2023 (a total of 94 employees) were included in the determination of the median company employee. |
CEO Pay Ratio
In designing our CEO’s compensation in 2023, our Human Resources Committee was mindful of the need to provide a market-competitive compensation package with a significant element of equity-based and performance-based compensation (not generally available to our employee base), which the committee believes is in the best interests of the company and its stockholders. Additionally, the committee monitors management’s determination of compensation at all levels of the company (including through pay surveys and other market assessments), based on each employee’s position, skill level and experience, and the committee believes that our compensation practices as a whole are fair and competitive with others in the marketplace.
Beneficial Stock Ownership of Directors, Executive Officers and Large Stockholders Table
| (4) Includes 667,574 shares credited to Mr. Reed’s SERP, as defined in Other Compensation Information—Nonqualified Deferred Compensation below. Mr. Reed does not have voting or investment power with respect to these shares, and his sole right is to receive these shares upon termination of employment in accordance with the terms of his employment agreement. |
Company Highlights—Compensation Practices
| • | Design of Our Short-Term Cash Incentive Compensation Program—As described below under 2023 Short-Term Cash Incentive Compensation on page 57, our annual short-term cash incentive compensation plan is performance-based, and the plan does not have minimum payout levels (i.e., all of this compensation is “at risk”). For 2023, our annual short-term cash incentive compensation plan was based on the achievement of the financial goals described below under 2023 Short-Term Cash Incentive Compensation on page 57. |
Company Highlights—Compensation Practices
| • | Design of Our Long-Term Equity Incentive Compensation Program—As described below under 2023 Long-Term Equity Incentive Compensation on page 59, a significant portion of our NEOs’ annual long-term incentive compensation is in the form of performance-based RSUs which vest based on our achievement of TSR compared to the TSR of a designated peer group, combined with a group of additional comparable companies selected from the FTSE NAREIT Lodging Resorts Index. As described on page 59 below, there is no minimum payout level associated with these performance-based RSU awards (i.e., all of this compensation is “at risk”). As described on page 59 below, there is also a cap on the total amount of compensation which may be earned in connection with these performance-based awards. |
Company Highlights—Compensation Practices
| • | Meaningful Stock Ownership and Retention Guidelines for Executives and Directors—Our stock ownership guidelines require meaningful levels of stock ownership by our executives (including 5x base salary for our CEO) and directors. In addition, any officer or director who does not meet the applicable stock ownership guideline (regardless of any compliance grace period) must hold at least 50% of the net shares received in any RSU vesting. See Stock Ownership and Retention Guidelines on page 63 below. |
Company Highlights—Compensation Practices
| • | No “Single Trigger” Cash Payments Upon a Change of Control—As described in Post-Termination Benefits on page 64 below, the employment and severance arrangements with our NEOs require a “double trigger” (requiring both a change of control and termination of employment) for cash severance payments following a change of control. |
Company Highlights—Compensation Practices
| • | No Tax “Gross Ups” For Severance Payments—As described in Post-Termination Benefits on page 64 below, we do not provide excise or other tax “gross up” payments in connection with any severance payment made to an NEO. |
2023 Compensation Summary
| (1) Percentage of total compensation as calculated above is based on the 2023 base salary and the value of executive-level perquisites paid to the NEO which were not paid generally to all employees, the 2023 short-term cash incentive compensation plan award (assuming achievement at the target performance level (awards were paid at 158.4% of the target performance level based on 2023 performance pursuant to the terms of the 2023 short-term cash incentive compensation plan; in addition discretionary cash bonuses were paid to each NEO, as described below)), the grant date fair value of the performance-based RSU awards granted in February 2023 to each NEO (assuming vesting at the target achievement level), and the grant date fair value of the time-based RSU awards granted in February 2023 to each NEO. Each compensation element is outlined in more detail below in the 2023 Summary Compensation Table set forth on page 68. |
Our Compensation Program
| Compensation Element | Key Characteristics | Why We Pay This Element | Considerations in Determining the Amount of Pay | 2023 Decisions | | Base Salary | • Fixed compensation. • Payable in cash. • Reviewed annually and adjusted when appropriate. | • To attract and retain qualified executives. • Compensate for roles and responsibilities. | • Level of responsibility. • Individual skills, experience and performance. | Mr. Fioravanti’s 2023 base salary was established in connection with his new responsibilities as our Present & CEO effective on January 1, 2023. His base salary was not further adjusted in 2023. Mr. Reed’s 2023 base salary was reduced in connection with his new responsibilities as our Executive Chairman effective on January 1, 2023. His base salary was not further adjusted in 2023. Our other NEOs received a 6.5% increase in base salary in 2023 (on average). See page 56. | | Short-Term Cash Incentive Compensation | • Variable compensation. • Payable in cash based on performance against annually established performance objectives. • Reviewed annually and adjusted from year to year when appropriate. | • Motivate and reward executives. • Incentivizes the executives to meet our short-term financial and operational objectives. | • Goals were based on the achievement of designated financial goals, as described below. | Based on performance relative to the financial goals, an award to each NEO was paid at 158.4% of the target payout level for 2023, with discretionary cash bonuses paid to each NEO in recognition of individual contributions to our results in 2023. See page 58. | | Long-Term Equity Incentive Compensation | • Variable compensation. • Time-based RSUs vesting ratably over four years. • Performance-based RSUs vesting over a three-year performance period based on a designated performance metric. | • Motivate and reward executives. • Aligns the interests of executives and stockholders and focuses the executives on long-term objectives over a multi-year period. • Encourages retention through long-term vesting. | Time-Based Awards • RSUs vest in 25% increments over 4 years Performance-Based Awards • RSUs vest based on TSR relative to a designated peer group of comparable companies over a 3-year performance period. • Awards pay out at a range from 0% to 150% of target with no shares earned for performance below 50% of financial target. | The mix of long-term equity incentive awards granted pursuant to our annual long-term equity incentive compensation program in 2023 was approximately 52% in the form of performance- based RSUs and approximately 48% in the form of time-based RSUs. See page 59. |
Compensation Peer Group
Compensation Peer Group For 2023, the committee used a compensation peer group of the following 14 companies:
Compensation Peer Group
| American Homes 4 Rent | Kilroy Realty Corp. | | Apple Hospitality REIT, Inc. | Mid-America Apartment Communities, Inc. | | Ashford Hospitality Trust, Inc. | Park Hotels & Resorts, Inc. | | Camden Property Trust | Pebblebrook Hotel Trust | | DiamondRock Hospitality Co. | RLJ Lodging Trust | | Highwoods Properties, Inc. | Sunstone Hotel Investors, Inc. | | Host Hotels & Resorts, Inc. | Xenia Hotels & Resorts, Inc. |
Compensation Peer Group
The committee believed, based on Aon’s recommendation, that these companies were the most relevant peer group against which to review compensation for our NEOs in 2023, as such companies were all REITs with a focus on lodging, apartments or other real estate investments and had an implied market capitalization and/or total enterprise value within a range similar to the company. Based on the criteria described above, the committee removed Chatham Lodging Trust and Summit Hotel Properties, Inc. (because the capitalization of these companies is not within a range similar to the company) and Hersha Hospitality Trust (as a result of its acquisition and subsequent delisting) from, and added American Homes 4 Rent, Apple Hospitality REIT, Inc., Camden Property Trust, Highwoods Properties, Inc. and Host Hotels & Resorts, Inc. to, the company’s peer group for 2023. This peer group had total enterprise value ranging from approximately $2.6 billion to $20.1 billion as of December 31, 2023, compared to the company’s total enterprise value of approximately $9.8 billion as of December 31, 2023. The committee annually determines whether our overall executive compensation program is consistent with our business strategy and promotes our compensation philosophy. In determining target total annual compensation for each NEO, the committee relies on its general experience and subjective considerations of various factors, including our strategic business goals, information with respect to the peer group set forth above, proprietary and publicly available compensation surveys and data with respect to REITs and other public companies provided by Aon, and each executive officer’s position, experience, level of responsibility, individual job performance, contributions to our corporate performance, job tenure and future potential. The committee does not set specific targets or utilize any formulaic benchmarks for overall compensation or for allocations between fixed and performance-based compensation, cash and non-cash compensation or short-term and long-term compensation. In addition, the committee uses proprietary and publicly available compensation surveys and data with respect to REITs and other public companies provided by our compensation consultant, Aon, to obtain a general understanding of current compensation practices, including to confirm that the base salary and other elements of target total compensation opportunity for our executive officers is at a market-competitive level.
2023 Short-Term Cash Incentive Compensation
2023 Short-Term Cash Incentive Compensation We provide annual cash incentive compensation designed to reward achievement of specific previously established short-term financial and strategic goals.
2023 Performance Goals
2023 Performance Goals For 2023 the committee determined that the NEOs would have the opportunity to earn the following percentages of their base salary at the threshold, target and stretch levels, based on the achievement of designated financial performance goals, as described below:
2023 Performance Goals
| | Threshold Level | Target Level | Stretch Level | | Mr. Fioravanti | 75% | 150% | 300% | | Mr. Reed | 75% | 150% | 300% | | Ms. Hutcheson | 62.5% | 125% | 250% | | Mr. Chaffin | 50% | 100% | 200% | | Mr. Lynn | 50% | 100% | 200% |
2023 Performance Goals
These percentages were unchanged from 2022. In 2023, assuming performance at the target level of achievement, short-term cash incentive compensation represented 25.3% of our CEO’s total compensation package and (on average) 30.5% of our other NEOs’ total compensation package (calculated in the manner described on page 54). In designing the short-term cash incentive compensation program for 2023, the committee noted that in 2022 (in light of the continued uncertainty associated with the effects of the COVID-19 pandemic) it had utilized a combination of financial metrics measuring both revenues and profitability, as well as a set of designated strategic objectives. Based on its assessment of the company’s business and the current operating environment, the committee believed that, for 2023, it would be appropriate to return to its historical practice of solely utilizing financial metrics in the design of the short-term cash incentive compensation plan. As a result, the committee determined that each NEO’s short-term cash incentive compensation for 2023 should be based on the following financial performance goals:
2023 Performance Goals
| Performance Goal | Threshold (90%) | Target (100%) | Stretch (110%) | Weighting at Target Achieve- ment | | Total Consolidated Revenue | $1.8 billion | $2.0 billion | $2.2 billion | 25% | | AFFO Available to Common Stockholders and Unit Holders | $376.0 million | $417.8 million | $459.5 million | 50% | | Consolidated Adjusted EBITDAre Margin | 28.7% | 31.9% | 35.1% | 25% |
2023 Performance Goals
These financial performance goals were set by the committee after thorough discussion with management regarding our anticipated financial performance. In choosing these goals, the committee considered the general economic climate expected in 2023 and the expected conditions in the hospitality industry. The committee elected to weigh the metric AFFO available to common stockholders and unit holders more heavily because it was one of the primary non-GAAP metrics used by investors to measure our financial performance. The committee intended the target performance goals for each metric to be a challenging level of achievement. In addition, when the committee established these targets at the beginning of 2023, it made a determination that it would have the discretion to adjust the financial metrics included in the plan to exclude losses or expense, or income or gain, related to certain unusual, infrequently occurring or other specified events as set forth in our omnibus incentive plan. The committee determines the level of achievement of each such goal under the short-term cash incentive compensation program. Pursuant to the terms of the program, with respect to each senior executive of the Company (including each NEO): (i) achievement of the threshold level of achievement of an individual financial performance goal would result in a payout percentage equal to 50% of the applicable weight of such goal; (ii) achievement of the target level of achievement of an individual financial performance goal would result in a payout percentage of 100% of the applicable weight of such goal; and (iii) each percentage point of achievement between the target level of achievement and the stretch level of achievement, using straight-line interpolation, will result in a two percentage point increase of the payout percentage of the applicable weight of each financial performance goal (with a maximum payout of 200% of target). In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also had the option of lowering the amount of, or not awarding, annual cash incentive compensation otherwise payable to an executive under the plan for 2023 if the executive did not attain a minimum-level annual performance rating under the company’s employee evaluation program, which is a prerequisite to receiving cash incentive compensation under the plan.
2023 Short-Term Incentive Compensation Awards
2023 Short-Term Incentive Compensation Awards At its February 21, 2024 meeting the committee determined that, with respect to the Company’s senior executives, including each NEO, the financial performance goals under the short-term incentive compensation plan for the 2023 fiscal year were achieved as follows:
2023 Short-Term Incentive Compensation Awards
| Performance Goal | Actual Result | Achieve- ment Level | Payout % | | Total Consolidated Revenue | $2.16 billion | Between Target and Stretch (102.9%) | 32.2% | | AFFO Available to Common Stockholders and Unit Holders | $465.6 million(1) | Stretch (111.5%) | 100% | | Consolidated Adjusted EBITDAre Margin | 32.0% | Between Target and Stretch (100.4%) | 26.2% |
2023 Short-Term Incentive Compensation Awards
| (1) The Company’s AFFO available to common stockholders and unit holders for the 2023 fiscal year, as reported in the Company’s financial statements, was $473.1 million. The committee determined that, for purposes of calculating AFFO available to common stockholders and unit holders under the short-term incentive compensation plan for 2023, it would be appropriate to exclude the impact of the JW Marriott Hill Country Resort & Spa acquisition (including the partial year 2023 operating results following our acquisition of the hotel, as well as the transaction costs associated with the acquisition and interest expense from the related financing), as well as to make certain other immaterial adjustments. As a result of these adjustments, fiscal year 2023 AFFO available to common stockholders and unit holders was determined |
2023 Short-Term Incentive Compensation Awards
by the committee to be $465.6 million for purposes of the short-term incentive compensation plan for 2023, which exceeded the stretch financial goal under the plan. The committee determined the overall level of achievement under the short-term cash incentive compensation plan for the Company’s senior executives, including each NEO, was 158.4% of the target payout level, which represented the sum of the payout percentages for each of the financial goals listed above. The committee also reviewed the annual performance rating of each NEO and determined that each NEO met the minimum level performance rating. The committee also determined that each NEO should receive an additional amount of cash incentive compensation, as listed below, due to their contributions to the company’s financial and operating results in 2023, including:
2023 Short-Term Incentive Compensation Awards
| • | with respect to Mr. Fioravanti, his efforts in overseeing the company’s senior management team and his contributions to the company’s financial and operating results, as well as his leadership in the transactions associated with the acquisition of the JW Marriott Hill Country Resort & Spa; |
2023 Short-Term Incentive Compensation Awards
| • | with respect to Mr. Reed, his leadership of our strategic planning process, his oversight of the relationship between management and the Board, his activities with respect to our joint venture arrangement with respect to our Entertainment business segment and his significant involvement in our government relations activities; |
2023 Short-Term Incentive Compensation Awards
| • | with respect to Ms. Hutcheson, her oversight of the company’s treasury, accounting and capital markets activities in connection with the strategic and operating activities described above; |
2023 Short-Term Incentive Compensation Awards
| • | with respect to Mr. Chaffin, his continued efforts in effectively supervising the company’s relationship with the manager of its hotel properties and his oversight of the company’s design and construction function; and |
2023 Short-Term Incentive Compensation Awards
| • | with respect to Mr. Lynn, his oversight of the company’s legal and compliance functions in connection with the strategic and operating activities described above. |
2023 Short-Term Incentive Compensation Awards
As a result, the committee approved the following short-term cash incentive compensation awards:
2023 Short-Term Incentive Compensation Awards
| | Calculated Short-Term Cash Incentive Compen- sation(1) ($) | Discretion- ary Short- Term Cash Incentive Compen- sation ($) | | Mark Fioravanti | 2,019,600 | 230,400 | | Colin Reed | 1,188,000 | 62,000 | | Jennifer Hutcheson | 939,016 | 50,000 | | Patrick Chaffin | 901,686 | 48,314 | | Scott Lynn | 713,586 | 36,414 |
2023 Short-Term Incentive Compensation Awards
| (1) The estimated threshold, target and stretch payout levels for each NEO under this plan for 2023 are listed in the 2023 Grants of Plan-Based Awards table below. |
2023 Long-Term Equity Incentive Compensation
2023 Long-Term Equity Incentive Compensation Our long-term equity incentive compensation plan is designed to align the interests of our NEOs and stockholders and focus our NEOs on long-term objectives over a multi-year period. Long-term equity incentive awards are also intended to attract and retain our NEOs through long-term vesting. In 2023, long-term equity incentive compensation represented 56.7% of our CEO’s total compensation package and (on average) 41.0% of our other NEOs’ total compensation package (calculated in the manner described on page 54).
Long-Term Equity Incentive Compensation Plan Components
Long-Term Equity Incentive Compensation Plan Components For 2023, the annual long-term equity incentive plan components are: TSR-Linked Performance-Based Restricted Stock Unit Awards:
Long-Term Equity Incentive Compensation Plan Components
| • | Vest over a three-year period based on our TSR over the award cycle, as compared to our peers. |
Long-Term Equity Incentive Compensation Plan Components
| • | Awards settled in stock, with cash dividends on RSUs being paid only upon RSUs that ultimately vest upon the achievement of performance goals. |
Long-Term Equity Incentive Compensation Plan Components
| • | Granted only to the NEOs and senior executives. |
Long-Term Equity Incentive Compensation Plan Components
Time-Based Restricted Stock Unit Awards:
Long-Term Equity Incentive Compensation Plan Components
| • | Annual time-based RSU awards vest in equal amounts over four years, beginning on the first anniversary of the grant date. In certain cases, in connection with a promotional RSU grant or to aid in retention, the committee may designate that certain time-based RSU awards will vest in equal installments over two years, beginning on the third anniversary of the grant date. |
Long-Term Equity Incentive Compensation Plan Components
| • | Awards settled in stock, with dividends on RSUs held by our NEOs being paid in additional RSUs only upon RSUs that ultimately vest. |
Long-Term Equity Incentive Compensation Plan Components
| • | Granted to the NEOs, as well as to other eligible employees. |
2023 Long-Term Equity Incentive Compensation Awards
2023 Long-Term Equity Incentive Compensation Awards For 2023, the committee discussed with Aon the most appropriate way to motivate and retain our executives. The committee believed it was important to continue to use RSU awards to better align the interests of our executives with our stockholders, to encourage executive retention and to conform to compensation practices in the REIT industry. As a result of these discussions, the committee decided to structure long-term equity incentive compensation awards in 2023 as a combination of performance-based RSUs and time-based RSUs, with the total value awarded to each executive determined based on a number of factors, including but not limited to corporate and individual performance, historical grants and competitive practices. The committee determined that each NEO should receive RSU awards based on the following percentage of such NEO’s base salary, with approximately 52% of the awards in the form of performance-based RSUs and approximately 48% of the awards in the form of time-based RSUs (based on the grant date fair value of such awards): Mr. Fioravanti: 300% of base salary; Mr. Reed: 300% of base salary; Ms. Hutcheson: 150% of base salary; Mr. Chaffin: 100% of base salary; and Mr. Lynn: 100% of base salary. Except with respect to Mr. Fioravanti (whose percentage increased effective January 1, 2023 in connection with his new role as President & CEO), these percentages were unchanged from 2022. As a result of the determinations discussed above, on February 22, 2023, the committee made the following long-term incentive compensation awards to the NEOs:
2023 Long-Term Equity Incentive Compensation Awards
| | Time- Based RSU Awards(1) (#) | Perfor- mance- Based RSU Awards(2) (#) | | Mark Fioravanti | 16,180 | 17,336 | | Colin Reed | 10,260 | 10,939 | | Jennifer Hutcheson | 4,072 | 4,400 | | Patrick Chaffin | 3,244 | 3,503 | | Scott Lynn | 2,584 | 2,792 |
2023 Long-Term Equity Incentive Compensation Awards
| (1) The time-based RSUs vest ratably over four years, beginning March 15, 2024. |
2023 Long-Term Equity Incentive Compensation Awards
| (2) Up to 150% of the performance-based RSUs listed above will vest on March 15, 2026 based on our TSR performance over the three-year award cycle (January 1, 2023 – December 31, 2025) relative to the median of the TSR performance of a designated peer group. |
2023 Performance-Based RSU Awards (2023-2025 Performance Period)
2023 Performance-Based RSU Awards (2023-2025 Performance Period) The amount of the performance-based RSUs which will ultimately vest on March 15, 2026 will be determined by comparing our TSR performance during the performance period (January 1, 2023 – December 31, 2025) relative to the median of the TSR performance of the following two peer groups (the “2023 Performance Peer Groups”), weighted equally: (1) our 2023 compensation peer group listed above; and (2) the following companies within the FTSE NAREIT Lodging Resorts Index:
2023 Performance-Based RSU Awards (2023-2025 Performance Period)
| Apple Hospitality REIT, Inc. | Park Hotels & Resorts, Inc. | | Ashford Hospitality Trust, Inc. | Pebblebrook Hotel Trust | | Braemar Hotels & Resorts, Inc. | RLJ Lodging Trust | | Chatham Lodging Trust | Sotherly Hotels, Inc. | | DiamondRock Hospitality Co. | Summit Hotel Properties, Inc. | | Hersha Hospitality Trust | Sunstone Hotel Investors, Inc. | | Host Hotels & Resorts, Inc. | Xenia Hotels & Resorts, Inc. | | InnSuites Hospitality Trust | |
2023 Performance-Based RSU Awards (2023-2025 Performance Period)
The members of the peer group listed above were selected from among the FTSE NAREIT Lodging Resorts Index companies due to their relative enterprise value compared to the company and/or their relative TSR performance over a three-year period. This peer group was identical to the peer group we used in 2022, except for the deletion of CorePoint Lodging Inc. from the peer group due to its acquisition and subsequent delisting in 2022. The 2023 performance-based RSU awards will vest as follows:
2023 Performance-Based RSU Awards (2023-2025 Performance Period)
| Company TSR Performance | % of Award Vesting | | Greater than or equal to 15 percentage points above the median TSR performance of the 2023 Performance Peer Groups | 150% | | Equal to the median TSR performance of the 2023 Performance Peer Groups | 100% | | 15 percentage points below the median TSR performance of the 2023 Performance Peer Groups | 50% | | Greater than 15 percentage points below the median TSR performance of the 2023 Performance Peer Groups | 0% |
2023 Performance-Based RSU Awards (2023-2025 Performance Period)
If the performance achieved falls in between the established performance goal levels, the percentage of the award earned by the NEO will be determined using straight-line interpolation and rounding to the nearest full share. The awards also provide that if our TSR is negative, on an absolute basis, the committee may, in its discretion, reduce by 25% the number of awards ultimately vesting. In no event will the final value of the award exceed 500% of the fair market value of our common stock on the grant date of February 22, 2023. This plan design has been in effect since the company converted to a REIT in 2013, as the committee has long held the belief that limiting the maximum value of the award ensures the NEOs are not disproportionally rewarded for performance. The committee re-evaluates the 2023 Performance Peer Groups for each fiscal year to take into account changes to the composition of the 2023 Performance Peer Groups (i.e., corporate changes such as mergers or delistings), or to otherwise modify the terms of the award to take into account such other factors which the committee in its sole discretion has determined. The committee has not exercised this discretion in connection with the 2023 performance-based RSU awards, except as described above. The committee believed the amount of these awards was appropriate given our compensation philosophy and objectives, specifically noting that achievement of greater than “target” level performance would have also resulted in higher than average TSR to our stockholders, as compared to our peers. In 2023, performance-based RSUs represented 28.2% of our CEO’s total compensation package and (on average) 20.5% of our other NEOs’ total compensation package (calculated in the manner described on page 54).
2023 Time-Based RSU Awards
2023 Time-Based RSU Awards The time-based RSUs granted to the NEOs reflected in the chart above vest ratably over four years, beginning on March 15, 2024. The committee believed the amount of the time-based RSU awards made to our NEOs was appropriate given our compensation philosophy and objectives, including the need to retain our executives. In 2023, time-based RSUs represented 28.5% of our CEO’s total compensation package and (on average) 20.5% of our other NEOs’ total compensation package (calculated in the manner described on page 54).
Vesting of One-Time 2021 Long-Term Stockholder Value Creation Program Awards
Vesting of One-Time 2021 Long-Term Stockholder Value Creation Program Awards As previously disclosed, in February 2021 a special one-time performance-based RSU grant was awarded to each NEO and to all director level and above employees of the Company (a total of 52 employees) to incentivize management’s pandemic recovery efforts and to encourage retention in the current competitive labor market. This was the first special one-time grant of this type since the company’s conversion to a REIT in 2013, and the company does not currently anticipate making such an award on a regular or semi-regular basis in the future. The components of this award were:
Vesting of One-Time 2021 Long-Term Stockholder Value Creation Program Awards
| • | Awards were to vest to the extent that, over the period from March 1, 2021 until March 1, 2024, the company’s stock price performance achieved designated targets (specifically, 50% of the award would be earned if the company’s common stock achieved a consecutive 20 day trading period volume-weighted average price (“VWAP”) of |
Vesting of One-Time 2021 Long-Term Stockholder Value Creation Program Awards
$100.98 at any time during the three year performance period (March 1, 2021 – March 1, 2024), and the remaining 50% of the award would be earned if the company’s common stock achieved a consecutive 20 day trading period VWAP of $109.05 at any time during the three year performance period (March 1, 2021 – March 1, 2024)).
Vesting of One-Time 2021 Long-Term Stockholder Value Creation Program Awards
| • | To the extent earned, up to 100% of the awards were to vest and be settled in company stock on March 15, 2024, with cash dividends on RSUs being paid only upon RSUs that ultimately vest upon the achievement of performance goals. |
Vesting of One-Time 2021 Long-Term Stockholder Value Creation Program Awards
In designing the program, the committee was mindful of establishing target company stock prices that would be a challenging level of achievement and that, if achieved, would correlate with a meaningful amount of appreciation in the value of our common stock. Specifically, the committee noted that the two stock price levels established under the program ($100.98 and $109.05) represented (i) a 25% premium and a 35% premium, respectively, above the company’s closing common stock price on the day prior to the date of the award ($80.78), and (ii) a 10% premium and a 19% premium, respectively, above the company’s then all-time high closing common stock price of $91.49 per share. In addition, there was no minimum payout level associated with these performance-based RSU awards (i.e., all of this compensation was “at risk”). Based on our achievement of both of the applicable stock price targets described above, the following RSUs vested under this program in March 2024 as follows:
Vesting of One-Time 2021 Long-Term Stockholder Value Creation Program Awards
| | 2021 Stock Price-Linked Value Creation Program RSU Awards Vesting in March 2024 (#) | | Mark Fioravanti | 15,882 | | Colin Reed | 47,059 | | Jennifer Hutcheson | 4,500 | | Patrick Chaffin | 8,382 | | Scott Lynn | 7,059 |
Vesting of 2021 Performance-Based RSU Awards in March 2024 (2021-2023 Performance Period)
Vesting of 2021 Performance-Based RSU Awards in March 2024 (2021-2023 Performance Period) In February 2021 we awarded performance-based RSUs to each NEO, which ultimately were to vest based on the company’s TSR performance over the 3-year award cycle (2021-2023), as compared to the TSR for the two designated performance peer groups during the same performance period (the “2021 Performance Peer Groups”). Specifically, the 2021 performance-based RSU awards were to vest as follows:
Vesting of 2021 Performance-Based RSU Awards in March 2024 (2021-2023 Performance Period)
| Company TSR Performance | % of Award Vesting | | Greater than or equal to 15 percentage points above the median TSR performance of the 2021 Performance Peer Groups | 150% | | Equal to the median TSR performance of the 2021 Performance Peer Groups | 100% | | 15 percentage points below the median TSR performance of the 2021 Performance Peer Groups | 50% | | Greater than 15 percentage points below the median TSR performance of the 2021 Performance Peer Groups | 0% |
Vesting of 2021 Performance-Based RSU Awards in March 2024 (2021-2023 Performance Period)
Our TSR over the performance period, calculated pursuant to the terms of the performance-based RSU agreements, was approximately 81 percentage points above the median TSR performance of the designated performance peer groups. As a result, the 2021 performance-based RSUs ultimately vested at the 150% level in March 2024 as follows:
Vesting of 2021 Performance-Based RSU Awards in March 2024 (2021-2023 Performance Period)
| | 2021 Performance- Based RSU Awards Vesting in March 2024 (#) | | Mark Fioravanti | 13,500 | | Colin Reed | 34,737 | | Jennifer Hutcheson | 3,750 | | Patrick Chaffin | 6,000 | | Scott Lynn | 5,250 |
Post-Termination Benefits
Post-Termination Benefits The committee believes that severance and change of control benefits assist in attracting and retaining qualified executives. The levels of payments and benefits upon termination were set to be at a market-competitive level based upon each executive’s experience and level in the organization. Mr. Fioravanti and Mr. Reed have employment agreements that provide for cash severance payments and certain other benefits if termination occurs without “Cause” or if the executive leaves for “Good Reason” (as defined in their employment agreement). These agreements also provide for cash compensation and certain other benefits in the event of termination following a “Change of Control” of the company (i.e., a “double trigger”). Ms. Hutcheson, Mr. Chaffin and Mr. Lynn have severance agreements that provide for cash compensation and certain other benefits only in the event of termination following a “Change of Control” of the company (i.e., a “double trigger”). In addition, no tax gross-ups are provided in connection with any severance payments to our NEOs. Information regarding these payments, including a definition of key terms and the amount of benefits that would have been received by our NEOs had termination occurred on December 31, 2023, is found under Potential Payments on Termination or Change of Control on page 82.
Equity Grant Practices
Equity Grant Practices Our omnibus incentive plan allows the committee to grant various types of equity awards to any eligible employee, including the NEOs. Annual equity awards to executives are approved by the committee and occur on the date of our first quarterly committee meeting of each year. Consistent with the terms of our omnibus incentive plan, the committee has also delegated to the CEO the authority to make limited equity grants to new members of our management team, which are then ratified by the committee. These awards are granted pursuant to a formula based on a specified dollar amount, with the number of shares for each RSU award determined by dividing the dollar amount by the closing market prices of our common stock for a designated period prior to the grant date. Annual RSU awards for directors are approved by the committee and are granted on the date the director is elected to the Board. These awards are granted pursuant to a formula based on a specified dollar amount, with the number of shares for each RSU grant determined by dividing the dollar amount by the closing market prices of our common stock for a designated period prior to the grant date.
Role of the Compensation Consultant
Role of the Compensation Consultant The committee has retained Aon as its outside compensation consultant since 2013. During 2023, Aon regularly attended committee meetings and reported directly to the committee on matters relating to compensation for our executives. During 2023 the committee requested that Aon:
Role of the Compensation Consultant
| • | Analyze the compensation for our NEOs and other executives and assess how target and actual short-term incentive compensation aligned with our compensation philosophy and objectives. |
Role of the Compensation Consultant
| • | Develop recommendations for the committee on the size and structure of long-term incentive compensation awards. |
Role of the Compensation Consultant
| • | Assist the committee in the review of this proxy statement and this Compensation Discussion and Analysis. |
Role of the Compensation Consultant
| • | Provide the committee with ongoing advice and counsel on market compensation practices, trends and legal and regulatory changes and their impact on our compensation programs. |
Short-Term Cash Incentive Compensation
Short-Term Cash Incentive Compensation The committee also established criteria for short-term cash incentive compensation pursuant to our omnibus incentive plan. The committee determined that each NEO will have the opportunity to earn a percentage of his or her base salary based on the achievement of designated financial goals established by the committee. The committee established that for 2024 the potential award opportunities (as a percentage of base salary) applicable to each NEO would be set as follows at each of the threshold, target and stretch levels, based on the achievement of designated financial performance goals:
Short-Term Cash Incentive Compensation
| | Threshold Level | Target Level | Stretch Level | | Mr. Fioravanti | 87.5% | 175% | 350% | | Mr. Reed | 87.5% | 175% | 350% | | Ms. Hutcheson | 62.5% | 125% | 250% | | Mr. Chaffin | 62.5% | 125% | 250% | | Mr. Lynn | 62.5% | 125% | 250% |
Short-Term Cash Incentive Compensation
In choosing the performance goals for 2024 at its February 21, 2024 meeting, the committee considered the general economic climate then expected in 2024, the expected conditions in the hospitality and entertainment industries and our expected financial performance. In setting these goals, the committee attempted to set performance goals to ensure that the relative level of difficulty of achieving these levels was consistent with prior years. In establishing these targets for 2024, the committee made a determination that it will have the discretion to adjust the financial metrics for the year to exclude losses or expense, or income or gain, related to certain unusual, infrequently occurring or other specified events as set forth in our omnibus incentive plan. In addition, under the terms of our omnibus incentive plan, the committee may exercise negative discretion in determining the final amounts of the short-term cash incentive awards payable at any given level of performance to ensure that such awards accurately reflect our actual performance. The committee also has retained the discretion to lower the amount of, or not award, annual cash incentive compensation otherwise payable to an executive under the plan for 2024 if the executive does not attain a minimum-level annual performance rating under the company’s employee evaluation program, which is a prerequisite to receiving cash incentive compensation under the plan.
Long-Term Equity Incentive Compensation
Long-Term Equity Incentive Compensation The committee also approved the following long-term equity incentive compensation awards:
Long-Term Equity Incentive Compensation
| | Time-Based RSU Awards(1) (#) | Performance-Based RSU Awards(2) (#) | | Mark Fioravanti | 13,244 | 12,119 | | Colin Reed | 6,308 | 5,771 | | Jennifer Hutcheson | 3,312 | 3,030 | | Patrick Chaffin | 3,024 | 2,765 | | Scott Lynn | 2,548 | 2,332 |
Long-Term Equity Incentive Compensation
| (1) The time-based RSUs vest ratably over four years, beginning March 15, 2025. |
Long-Term Equity Incentive Compensation
| (2) Up to 150% of the performance-based RSUs listed above will vest on March 15, 2027 based on our TSR performance over the three-year award cycle (January 1, 2024 – December 31, 2026) relative to the median of the TSR performance of a designated peer group. |
2023 Summary Compensation Table
2023 Summary Compensation Table
2023 Summary Compensation Table
| Name and Principal Position (a) | Year (b) | Salary(1) ($) (c) | Bonus(2) ($) (d) | Stock Awards(3) ($) (e) | Option Awards ($) (f) | Non-Equity Incentive Plan Compen- sation(4) ($) (g) | Change in Pension Value and Nonqual- ified Deferred Compen- sation Earnings ($) (h) | All Other Compen- sation(5) ($) (i) | Total ($) (j) | | Mark Fioravanti President & CEO | 2023 | 850,165 | 230,400 | 2,857,285 | — | 2,019,600 | — | 57,755 | 6,015,205 | | | 2022 | 753,119 | 241,373 | 2,463,488 | — | 1,894,669 | — | 48,651 | 5,401,300 | | | 2021 | 604,088 | 127,137 | 2,480,327 | — | 1,398,523 | — | 47,829 | 4,657,904 | | Colin Reed Executive Chairman | 2023 | 500,165 | 62,000 | 1,807,416 | — | 1,188,000 | — | 33,729 | 3,591,310 | | | 2022 | 1,142,473 | 372,900 | 3,301,354 | — | 2,927,100 | — | 17,369 | 7,761,196 | | | 2021 | 1,079,011 | 275,000 | 6,750,915 | — | 3,025,000 | — | 46,680 | 11,176,606 | | Jennifer Hutcheson EVP & Chief Financial Officer | 2023 | 474,396 | 50,000 | 722,132 | — | 939,016 | — | 35,378 | 2,220,922 | | | 2022 | 447,864 | 116,171 | 675,303 | — | 911,891 | — | 21,336 | 2,172,565 | | | 2021 | 342,487 | 43,227 | 695,166 | — | 475,405 | — | 16,433 | 1,572,718 | | Patrick Chaffin EVP & Chief Operating Officer - Hotels | 2023 | 569,396 | 48,314 | 575,104 | — | 901,686 | — | 40,740 | 2,135,240 | | | 2022 | 559,402 | 122,081 | 550,216 | — | 958,279 | — | 42,202 | 2,232,180 | | | 2021 | 478,370 | 80,520 | 1,195,028 | — | 885,561 | — | 31,925 | 2,671,404 | | Scott Lynn EVP & General Counsel | 2023 | 450,639 | 36,414 | 458,236 | — | 713,586 | — | 20,129 | 1,679,004 | | | 2022 | 437,519 | 177,293 | 424,568 | — | 747,707 | — | 16,475 | 1,803,562 | | | 2021 | 402,880 | 67,806 | 1,026,375 | — | 745,734 | — | 17,362 | 2,260,157 |
2023 Summary Compensation Table
| (1) Amounts shown are not reduced to reflect the NEO’s contributions to our 401(k) plan or elections to defer receipt of salary under our SUDCOMP plan. Amounts shown include the amounts actually paid to the NEO during the year and reflect, to the extent applicable, any changes in the base salary during the year. Due to timing of payroll cycles and rounding conventions, amounts paid to each NEO as base salary may differ from the annual base pay amount set forth in the Compensation Discussion and Analysis above. |
2023 Summary Compensation Table
| (2) Represents a discretionary cash bonus award paid to the NEO in recognition of their contributions to the company’s operating and financial performance for the applicable fiscal year as described in the Compensation Discussion and Analysis above. Cash incentive compensation paid to each NEO pursuant to our short-term cash incentive compensation plan is reflected in the column above entitled Non-Equity Incentive Plan Compensation. |
2023 Summary Compensation Table
| (3) Represents a non-cash amount equal to the grant date fair value of the annual time-based RSU awards and performance-based RSU awards granted to each NEO. See Note 7 to our consolidated financial statements for the three years ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024, for the assumptions made in determining grant date fair value. The maximum dollar value of the performance-based RSU awards granted in 2023 (based on the grant date fair value and assuming vesting at the stretch (150% performance level) are as follows: Mr. Fioravanti: $2,134,149; Mr. Reed: $1,346,646; Ms. Hutcheson: $541,662; Mr. Chaffin: $431,237; and Mr. Lynn: $343,709. |
2023 Summary Compensation Table
| (4) Represents amounts paid under our short-term cash incentive compensation plan for achievement of designated financial targets and designated strategic objectives, as described in the Compensation Discussion and Analysis above. |
2023 Summary Compensation Table
| (5) The table below lists the components of the All Other Compensation amount for each NEO listed above: |
2023 Summary Compensation Table
| Name | Company Match to 401(k) Plan ($)(a) | Company Match to SUDCOMP Plan ($)(b) | Group Term Life ($)(c) | Executive LTD ($)(d) | Other ($)(e) | Total ($) | | Mark Fioravanti | 13,200 | 27,641 | 12,996 | 3,918 | — | 57,755 | | Colin Reed | 13,200 | — | 11,317 | 3,629 | 5,583 | 33,729 | | Jennifer Hutcheson | 13,200 | 15,531 | 3,839 | 2,808 | — | 35,378 | | Patrick Chaffin | 13,200 | 18,583 | 5,585 | 2,660 | 712 | 40,740 | | Scott Lynn | 13,200 | — | 4,196 | 2,733 | — | 20,129 |
2023 Summary Compensation Table
| (a) We make matching contributions to the 401(k) plan accounts of the NEOs as described in Compensation Discussion and Analysis above. |
2023 Summary Compensation Table
| (b) We make matching contributions to the SUDCOMP accounts of the NEOs as described in Nonqualified Deferred Compensation below. Does not include company matching amounts for SUDCOMP deferrals with respect to 2022 short-term cash incentive plan payments made in 2023. |
2023 Summary Compensation Table
| (c) Represents the cost associated with the executive group term life insurance not made available generally to other employees. |
2023 Summary Compensation Table
| (d) Represents the cost associated with the executive long term disability insurance not made available generally to other employees. |
2023 Summary Compensation Table
| (e) Represents personal use of aircraft. For purposes of reporting the value of personal usage of aircraft in this table, we use the incremental cost of such personal usage, calculated by estimating the direct variable operating cost of the aircraft on a per mile basis. These costs include the cost of fuel, maintenance, landing and parking fees, crew travel expenses and supplies. For trips by NEOs that involved mixed personal and business usage, we include the incremental cost of such personal usage (i.e., the excess of the cost of the actual trip over the cost of a hypothetical trip without the personal usage). NEOs do not receive tax gross-ups for any imputed income related to personal use of aircraft. |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The table below shows information about (1) the threshold, target and stretch (i.e., maximum) level of annual cash incentive awards for our NEOs for performance during 2023, and (2) RSU awards granted to our NEOs during 2023 under our long-term equity incentive compensation plan.
2023 Grants of Plan-Based Awards Table
2023 Grants of Plan-Based Awards Table
2023 Grants of Plan-Based Awards Table
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(i) | Grant Date Fair Value of Stock Awards(4) ($)(j) | | Name (a) | Grant Date (b) | Threshold ($)(c) | Target ($)(d) | Maximum ($)(e) | Threshold (#)(f) | Target (#)(g) | Maximum (#)(h) | | | | Mark Fioravanti | | 637,500 | 1,275,000 | 2,550,000 | — | — | — | — | — | | Perf.-Based RSUs(2) | 2/23/23 | — | — | — | 8,668 | 17,336 | 26,004 | — | 1,422,766 | | Time-Based RSUs(3) | 2/23/23 | — | — | — | — | — | — | 16,180 | 1,434,519 | | Colin Reed | | 375,000 | 750,000 | 1,500,000 | — | — | | | | | Perf.-Based RSUs(2) | 2/23/23 | — | — | — | 5,470 | 10,939 | 16,409 | — | 897,764 | | Time-Based RSUs(3) | 2/23/23 | — | — | — | — | — | — | 10,260 | 909,652 | | Jennifer Hutcheson | | 296,407 | 592,813 | 1,185,626 | — | — | — | — | — | | Perf.-Based RSUs(2) | 2/23/23 | — | — | — | 2,200 | 4,400 | 6,600 | — | 361,108 | | Time-Based RSUs(3) | 2/23/23 | — | — | — | — | — | — | 4,072 | 361,024 | | Patrick Chaffin | | 284,623 | 569,246 | 1,138,492 | — | — | — | — | — | | Perf.-Based RSUs(2) | 2/23/23 | — | — | — | 1,752 | 3,503 | 5,255 | — | 287,491 | | Time-Based RSUs(3) | 2/22/23 | — | — | — | — | — | — | 3,244 | 287,613 | | Scott Lynn | | 225,248 | 450,496 | 900,992 | — | — | — | — | — | | Perf.-Based RSUs(2) | 2/23/23 | — | — | — | 1,396 | 2,792 | 4,188 | — | 229,139 | | Time-Based RSUs(3) | 2/22/23 | — | — | — | — | — | — | 2,584 | 229,097 |
2023 Grants of Plan-Based Awards Table
| (1) Represents threshold, target and stretch performance goal achievement payout levels established under our annual short-term cash incentive plan for 2023 performance. See Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Short-Term Cash Incentive Compensation for a discussion of our annual short-term cash incentive plan. |
2023 Grants of Plan-Based Awards Table
| (2) Consists of performance-based RSUs awarded under our long-term equity incentive compensation plan as part of our annual long-term equity incentive compensation program. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period beginning January 1, 2023 and ending December 31, 2025. See Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Long-Term Equity Incentive Compensation for a discussion of these RSUs. |
2023 Grants of Plan-Based Awards Table
| (3) Consists of time-based RSUs awarded under our long-term equity incentive compensation plan. Each RSU award is equivalent to one share of common stock on the date of grant, and all time-based RSU awards vest ratably over four years. |
2023 Grants of Plan-Based Awards Table
| (4) Grant date fair value of the RSU awards to the NEOs is determined in accordance with FASB ASC Topic 718, disregarding for this purpose estimated forfeitures. See Note 7 to our consolidated financial statements for the three years ended December 31, 2023, included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 23, 2024, for the assumptions made in determining grant date fair value. |
Outstanding Equity Awards at 2023 Fiscal Year End
Outstanding Equity Awards at 2023 Fiscal Year End The table below shows information about the outstanding equity awards held by our NEOs as of December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year End Table
Outstanding Equity Awards at 2023 Fiscal Year End Table
Outstanding Equity Awards at 2023 Fiscal Year End Table
| | Option Awards | | | | Stock Awards | | | | | Name (a) | Number of Securities Underlying Unexercised Options Exercisable (#)(b) | Number of Securities Underlying Unexercised Options Unexercisable (#)(c) | Option Exercise Price ($)(d) | Option Expiration Date (e) | Number of Shares or Units of Stock That Have Not Vested(1) (#)(f) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($)(g) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#)(h) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($)(i) | | Mark Fioravanti | — | — | — | — | 43,009 | 4,733,571 | — | — | | | — | — | — | — | — | — | 46,718 | 5,141,783 | | Colin Reed | — | — | — | — | 41,621 | 4,580,807 | — | — | | | — | — | — | — | — | — | 115,069 | 12,664,494 | | Jennifer Hutcheson | — | — | — | — | 8,923 | 982,065 | — | — | | | — | — | — | — | — | — | 17,218 | 1,895,013 | | Patrick Chaffin | — | — | — | — | 8,763 | 964,456 | — | — | | | — | — | — | — | — | — | 21,607 | 2,378,066 | | Scott Lynn | — | — | — | — | 7,270 | 800,136 | — | — | | | — | — | — | — | — | — | 17,973 | 1,978,108 |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (1) The following table provides information as of December 31, 2023 with respect to the vesting of each NEO’s outstanding time-based RSUs (including additional RSUs accrued with respect to dividends paid): |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| Grant Date | Vesting Date | Mark Fioravanti | Colin Reed | Jennifer Hutcheson | Patrick Chaffin | Scott Lynn | | 2/20/2020 | 3/15/2024 | 2,126 | 4,930 | 460 | 928 | 928 | | 2/25/2021 | 3/15/2024 | 2,328 | 5,791 | 644 | 1,036 | 904 | | 2/24/2022 | 3/15/2024 | 2,202 | 4,846 | 992 | 806 | 622 | | 2/23/2023 | 3/15/2024 | 4,173 | 2,645 | 1,050 | 837 | 666 | | 2/25/2021 | 3/15/2025 | 2,332 | 5,786 | 648 | 1,034 | 907 | | 2/24/2022 | 3/15/2025 | 2,201 | 4,844 | 990 | 809 | 623 | | 2/23/2023 | 3/15/2025 | 4,172 | 2,647 | 1,050 | 837 | 667 |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| Grant Date | Vesting Date | Mark Fioravanti | Colin Reed | Jennifer Hutcheson | Patrick Chaffin | Scott Lynn | | 10/11/2022 | 10/11/2025 | 6,465 | — | — | — | — | | 2/24/2022 | 3/15/2026 | 2,201 | 4,843 | 990 | 805 | 622 | | 2/23/2023 | 3/15/2026 | 4,170 | 2,644 | 1,050 | 834 | 665 | | 10/11/2022 | 10/11/2026 | 6,466 | — | — | — | — | | 2/23/2023 | 3/15/2027 | 4,173 | 2,645 | 1,049 | 837 | 666 |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (2) Market value was determined based on the December 29, 2023 NYSE closing price of our common stock ($110.06). |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (3) The following table provides information with respect to the vesting of the performance-based RSUs granted to each NEO: |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| Grant Date | Vesting Date | Mark Fioravanti | Colin Reed | Jennifer Hutcheson | Patrick Chaffin | Scott Lynn | | 2/25/2021(a) | 3/15/2024 | 13,500 | 34,737 | 3,750 | 6,000 | 5,250 | | 2/25/2021(b) | 3/15/2024 | 15,882 | 47,059 | 4,500 | 8,382 | 7,059 | | 2/24/2022(c) | 3/15/2025 | 10,152 | 22,334 | 4,568 | 3,722 | 2,872 | | 2/23/2023(d) | 3/15/2026 | 17,336 | 10,939 | 4,400 | 3,503 | 2,792 |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (a) The number of shares listed above with respect to the February 25, 2021 performance-based RSU grant assume vesting at the stretch (150%) performance level. The RSUs ultimately vested at this payout level based on our achievement of TSR over the applicable performance period, as determined by the Human Resources Committee. See Compensation Discussion and Analysis—2023 Compensation Decisions—Vesting of 2021 TSR-Linked Performance-Based RSU Awards in March 2024 (2021-2023 Performance Period) for a discussion of these RSUs. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (b) The number of RSUs listed above with respect to the February 25, 2021 company stock price-linked performance-based RSU grant assume vesting of all of such award. The company achieved both of the applicable stock price targets under this award, and as a result all of this RSU grant ultimately vested on March 15, 2024. See Compensation Discussion and Analysis—2023 Compensation Decisions—Vesting of One-Time 2021 Long-Term Stockholder Value Creation Program Awards for a discussion of these RSUs., |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (c) The number of RSUs listed above with respect to the February 24, 2022 performance-based RSU grant assume vesting at the target (100%) performance level, taking into account performance to date with respect to the performance metrics under the award agreement and the remaining length of time during the vesting period. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period from January 1, 2022 to December 31, 2024. See Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Long-Term Equity Incentive Compensation for a discussion of these RSUs. |
Outstanding Equity Awards at 2023 Fiscal Year End Table
| (d) The number of RSUs listed above with respect to the February 22, 2023 performance-based RSU grant assume vesting at the target (100%) performance level, taking into account performance to date with respect to the performance metrics under the award agreement and the remaining length of time during the vesting period. Each RSU is equivalent to one share of our common stock on the date of grant. The RSUs are earned for achieving specified calculated TSR targets over a three-year performance period from January 1, 2023 to December 31, 2025. See Compensation Discussion and Analysis—2023 Compensation Decisions—2023 Long-Term Equity Incentive Compensation for a discussion of these RSUs. |
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested The table below shows information about the exercise of stock options by the NEOs and the vesting of the NEOs’ RSU awards in 2023.
2023 Option Exercises and Stock Vested Table
2023 Option Exercises and Stock Vested Table
2023 Option Exercises and Stock Vested Table
| | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired Upon Exercise (#)(b) | Value Realized Upon Exercise ($)(c) | Number of Shares Acquired on Vesting (#)(d) | Value Realized on Vesting(1) ($)(e) | | Mark Fioravanti | — | — | 19,789 | 1,763,398 | | Colin Reed | — | — | 44,340 | 3,951,137 | | Jennifer Hutcheson | — | — | 5,401 | 481,283 | | Patrick Chaffin | — | — | 10,746 | 967,074 | | Scott Lynn | — | — | 8,299 | 739,524 |
2023 Option Exercises and Stock Vested Table
| (1) Equal to the number of shares of common stock issued upon vesting of RSUs multiplied by the closing market price of our common stock on the NYSE on the day prior to the vesting date. |
2023 Pay Versus Performance
2023 Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and company performance for the fiscal years listed below. This pay versus performance disclosure should not be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act of 1934.
2023 Pay Versus Performance Table
2023 Pay Versus Performance Table
2023 Pay Versus Performance Table
| Year (a) | Summary Compen- sation Table Total for PEO 1(1) ($)(b) | Compen- sation Actually Paid to PEO 1(1),(2),(3) ($)(c) | Summary Compen- sation Table Total for PEO 2(1) ($)(b) | Compen- sation Actually Paid to PEO 2(1),(2),(3) ($)(c) | Average Summary Compen- sation Table Total for non-PEO NEOs(1) ($)(c) | Average Compen- sation Actually Paid to non- PEO NEOs(1),(2),(3) ($)(e) | Value of Initial Fixed $100 Investment based on(4): | | Net Income ($ millions) (h) | AFFO Available to Common Stock- holders and Unit Holders(5) ($ millions) (i) | | | | | | | | | TSR ($)(f) | Peer Group TSR ($)(g) | | | | 2023 | — | — | 6,015,205 | 10,397,228 | 2,406,619 | 5,315,520 | 136.43 | 113.35 | 342 | 473.1 | | 2022 | 7,761,196 | 6,710,784 | — | — | 2,902,402 | 2,733,528 | 97.30 | 99.67 | 135 | 363.5 | | 2021 | 11,176,606 | 15,683,430 | — | — | 2,790,546 | 3,712,300 | 108.93 | 131.78 | (195) | 52.0 | | 2020 | 4,443,270 | 1,624,068 | — | — | 1,363,271 | 782,922 | 80.26 | 92.00 | (461) | (149.6) |
2023 Pay Versus Performance Table
| (1) Colin Reed was our PEO for the 2020-2022 fiscal years. Mark Fioravanti was our PEO for the 2023 fiscal year. The individuals comprising the non-PEO NEOs for each fiscal year presented are listed below. |
2023 Pay Versus Performance Table
| 2020 – 2022 | 2023 | | Mark Fioravanti | Colin Reed | | Jennifer Hutcheson | Jennifer Hutcheson | | Patrick Chaffin | Patrick Chaffin | | Scott Lynn | Scott Lynn |
2023 Pay Versus Performance Table
| (2) The amounts shown for Compensation Actually Paid (CAP) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the company’s PEO and non-PEO NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. |
2023 Pay Versus Performance Table
| (3) Compensation Actually Paid (CAP) reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. |
2023 Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid (CAP) to PEO ($) | | 2023 | 6,015,205 | (2,857,285) | 7,239,308 | 10,397,228 |
2023 Pay Versus Performance Table
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Compensation Actually Paid (CAP) to Non-PEO NEOs ($) | | 2023 | 2,406,619 | (890,722) | 3,799,623 | 5,315,520 |
2023 Pay Versus Performance Table
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables.
2023 Pay Versus Performance Table
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity for PEO ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total – Inclusion of Equity Values for PEO ($) | | 2023 | 4,163,981 | 2,940,638 | — | 134,689 | — | — | 7,239,308 |
2023 Pay Versus Performance Table
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity for Non-PEO NEOs ($) | Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non- PEO NEOs ($) | Total – Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 1,298,000 | 2,381,109 | — | 120,514 | — | — | 3,799,623 |
2023 Pay Versus Performance Table
| (4) The Peer Group Total Stockholder Return (TSR) set forth in this table utilizes the FTSE NAREIT Equity REITs Index, which we also utilize in the stock performance graph required by Item 201(e) of SEC Regulation S-K included in our 2023 annual |
2023 Pay Versus Performance Table
report to stockholders. The comparison assumes $100 was invested for the period starting December 31, 2019 through the end of the listed year in the company and in the FTSE NAREIT Equity REITs Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
2023 Pay Versus Performance Table
| (5) We determined Adjusted Funds from Operations (AFFO) available to common stockholders and unit holders to be the most important financial performance measure used to link company performance to Compensation Actually Paid (CAP) to our PEO and non-PEO NEOs in 2023 since, as described in the Compensation Discussion and Analysis above, this metric represents the largest component of the financial performance goals established for our 2023 short-term cash incentive compensation plan. AFFO available to common stockholders and unit holders is a non-GAAP financial measure. For a definition of AFFO available to common stockholders and unit holders and a reconciliation of this non-GAAP financial measure to consolidated net income (the most comparable GAAP financial measure), and an explanation of why we believe AFFO available to common stockholders and unit holders presents useful information to investors, see Appendix A. We may determine a different financial performance measure to be the most important financial performance measure in future years. |
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Description of the Relationships Between Executive Compensation Actually Paid (CAP) and Metrics on the Pay Versus Performance Table
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (CAP), Company Total Shareholder Return (TSR) and Peer Group TSR
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (CAP), Company Total Shareholder Return (TSR) and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEOs, the average of Compensation Actually Paid (CAP) to our non-PEO NEOs, the company’s cumulative TSR over the four most recently completed fiscal years, and the cumulative TSR for the FTSE NAREIT Equity REITs Index over same period.
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (CAP) and Net Income
Relationship Between PEO and Non-PEO NEO Compensation Actually Paid (CAP) and Net Income The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEOs, the average of Compensation Actually Paid (CAP) to our non-PEO NEOs, and the company’s net income during the four most recently completed fiscal years.
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid (CAP) and AFFO Available to Common Stockholders and Unit Holders
Relationship Between PEO and Average Non-PEO NEO Compensation Actually Paid (CAP) and AFFO Available to Common Stockholders and Unit Holders The following chart sets forth the relationship between Compensation Actually Paid (CAP) to our PEOs, the average of Compensation Actually Paid (CAP) to our non-PEO NEOs, and the company’s AFFO available to common stockholders and unit holders during the four most recently completed fiscal years.
Pension Benefits
Pension Benefits No NEOs participate in our frozen defined benefit plan.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation Table
2023 Nonqualified Deferred Compensation Table The table below shows each NEO’s salary deferrals, company matching obligations, earnings and account balances in the SUDCOMP (and, in the case of Mr. Reed, his SERP), as of December 31, 2023.
2023 Nonqualified Deferred Compensation Table
| Name (a) | Plan (b) | Executive Contributions in Last FY(1) ($)(c) | Registrant Contributions in Last FY ($)(d) | Aggregate Earnings (Losses) in Last FY(2) ($)(e) | Aggregate Withdrawals/ Distributions in Last FY ($)(f) | Aggregate Balance at Last FYE(3) ($)(g) | | Mark Fioravanti | SUDCOMP | 59,888 | 27,641 | 548,122 | — | 3,248,584 | | Colin Reed | SERP(4) | — | — | 20,478,790(5) | — | 73,495,946(6) | | Colin Reed | SUDCOMP | — | — | 1,683,829 | — | 24,758,147 | | Jennifer Hutcheson | SUDCOMP | 23,748 | 15,531 | 22,561 | — | 183,218 | | Patrick Chaffin | SUDCOMP | 28,531 | 18,583 | 72,991 | — | 591,918 | | Scott Lynn | SUDCOMP | — | — | 34,279 | — | 269,418 |
2023 Nonqualified Deferred Compensation Table
| (1) Amounts in this column are reported as compensation in the 2023 Summary Compensation Table above. Amounts in this column do not include deferrals of cash incentive compensation amounts with respect to the 2022 fiscal year paid in 2023 (which, in the case of Mr. Fioravanti, was $149,523) or company matching amounts with respect to such deferral (which, in the case of Mr. Fioravanti, was $78,362). |
2023 Nonqualified Deferred Compensation Table
| (2) None of the amounts in this column are included as compensation in the 2023 Summary Compensation Table above because above-market or preferential earnings are not available. |
2023 Nonqualified Deferred Compensation Table
| (3) Of the amounts listed in this column with respect to the SUDCOMP, the following amounts have been reported as compensation in the 2023 Summary Compensation Table above or previous years (or would have been reported if the NEO had been included in our proxy statement in those years): Mr. Fioravanti: $1,008,793; Mr. Reed: $9,292,421; Ms. Hutcheson: $84,338; Mr. Chaffin: $226,427; and Mr. Lynn: $166,834. With respect to Mr. Reed’s SERP, no amounts have been reported as compensation in the Summary Compensation Table for 2023 or previous years. |
2023 Nonqualified Deferred Compensation Table
| (4) We have summarized the SERP benefit using the disclosure format prescribed by the SEC for nonqualified deferred compensation (under Item 402(i) of SEC Regulation S-K) rather than pension benefits due to the fact that this SERP benefit more closely resembles a “defined contribution” award than a “defined benefit” award. This determination was based on the fact that the value of the SERP benefit in 2023 was based solely on the amounts previously contributed. |
2023 Nonqualified Deferred Compensation Table
| (5) Represents the change in market value of our common stock from December 31, 2022 to December 31, 2023, plus the reinvestment of cash dividends received on the shares of common stock held in the SERP. This amount has not been reported as compensation in the Summary Compensation Table for 2023 or previous years since above-market or preferential returns are not available with respect to the SERP. |
2023 Nonqualified Deferred Compensation Table
| (6) Represents the value of both the initial SERP benefit and the additional SERP benefit as of December 31, 2023, which is calculated by multiplying the 667,574 shares of our common stock held by the rabbi trust on such date by the December 29, 2023 NYSE closing price of our common stock ($110.06), plus accrued cash. |
Potential Payments on Termination or Change of Control
Potential Payments on Termination or Change of Control
Description of Potential Payments on Termination or Change of Control
Description of Potential Payments on Termination or Change of Control The discussion below outlines our obligations to our NEOs upon a termination or Change of Control. Except as otherwise noted, the discussion applies to each NEO.
Summary of Potential Payments on Termination or Change of Control
Summary of Potential Payments on Termination or Change of Control The following tables estimate the value of the potential payments on termination or change of control of the company for the NEOs as of December 31, 2023.
Summary of Potential Payments on Termination or Change of Control
| Benefits and Payments Upon Termination | Termination for Cause or Resignation Without Good Reason ($) | Retirement ($) | Death or Disability ($) | Termination Without Cause or Resignation for Good Reason ($) | Termination Without Cause or Resignation for Good Reason Upon a Change of Control(10) ($) | | Cash Severance | | | | | | | Mr. Fioravanti | — | — | — | 5,489,338(1) | 8,234,007(2) | | Mr. Reed | — | — | — | 6,854,200(1) | 10,281,300(2) | | Ms. Hutcheson | — | — | — | — | 2,786,782(3) | | Mr. Chaffin | — | — | — | — | 3,066,558(3) | | Mr. Lynn | — | — | — | — | 2,412,032(3) | | Non-Equity Incentive Compensation | | | | | | | Mr. Fioravanti | — | — | — | — | — | | Mr. Reed | — | — | — | — | — | | Ms. Hutcheson | — | — | — | — | — | | Mr. Chaffin | — | — | — | — | — | | Mr. Lynn | — | — | — | — | — | | Performance-Based RSU Accelerated Vesting(4) | | | | | | | Mr. Fioravanti | — | — | 5,141,783 | 4,351,112 | 5,141,783 | | Mr. Reed | — | — | 12,664,494 | 11,460,548 | 12,664,494 | | Ms. Hutcheson | — | — | 1,895,013 | — | 1,895,013 | | Mr. Chaffin | — | — | 2,378,066 | — | 2,378,066 | | Mr. Lynn | — | — | 1,978,108 | — | 1,978,108 | | Time-Based RSU Accelerated Vesting(5) | | | | | | | Mr. Fioravanti | — | — | 4,733,571 | 2,861,450 | 4,733,571 | | Mr. Reed | — | — | 4,580,807 | 3,465,679 | 4,580,807 | | Ms. Hutcheson | — | — | 982,065 | — | 982,065 | | Mr. Chaffin | — | — | 964,456 | — | 964,456 | | Mr. Lynn | — | — | 800,136 | — | 800,136 | | Other Benefits and Perquisites | | | | | | | Mr. Fioravanti | — | — | — | 13,452(6) | 29,178(7) | | Mr. Reed | — | — | 233,090(8) | 233,090(8) | 233,090(8) | | Ms. Hutcheson | — | — | — | — | 49,522(9) | | Mr. Chaffin | — | — | — | — | 49,522(9) | | Mr. Lynn | — | — | — | — | 49,522(9) |
Summary of Potential Payments on Termination or Change of Control
| (1) Amount equal to two times base salary in effect for the NEO at December 31, 2023, plus two times short-term cash incentive compensation for the NEO for the 2022 fiscal year. |
Summary of Potential Payments on Termination or Change of Control
| (2) Amount equal to three times base salary in effect for the NEO at December 31, 2023, plus three times the greater of (i) short-term cash incentive compensation for the 2022 fiscal year, and (ii) the average short-term cash incentive compensation for the three most recently completed fiscal years. |
Summary of Potential Payments on Termination or Change of Control
| (3) Amount equal to two times base salary in effect at December 31, 2023, plus two times annual bonus for the 2022 fiscal year. |
Summary of Potential Payments on Termination or Change of Control
| (4) Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December 29, 2023 NYSE closing price of our common stock ($110.06), assuming (i) in the case of performance-based RSU awards, (1) vesting of the 2021 performance based RSU awards at the stretch (150%) performance level, and (2) vesting of the 2022 performance based RSU awards and 2023 performance based RSU awards at the target (100%) performance level and (ii) in the case of the 2021 Value Creation Program stock price-linked RSU awards, full vesting. The 2021 performance-based RSU awards ultimately vested in March 2023 at the stretch (150%) payout level based on our achievement of TSR over the applicable performance period, as determined by the Human Resources Committee. All of the 2021 Value Creation Program stock price-linked RSUs ultimately vested in March 2023 based on our achievement of both of the applicable stock price targets over the designated performance period. The number of shares of common stock to be issued upon vesting of the remaining performance-based RSUs will ultimately be based upon the actual achievement of the performance goals stated in the applicable award agreement. |
Summary of Potential Payments on Termination or Change of Control
| (5) Calculated by multiplying the number of shares of common stock to be issued on the vesting of such award(s) by the December 29, 2023 NYSE closing price of our common stock ($110.06). |
Summary of Potential Payments on Termination or Change of Control
| (6) Represents the employer portion of health insurance coverage for Mr. Fioravanti and his spouse for a period of two years. |
Summary of Potential Payments on Termination or Change of Control
| (7) Represents the employer portion of health insurance coverage for Mr. Fioravanti and his spouse for a period of three years and physical examination fees for Mr. Fioravanti for a period of three years. |
Summary of Potential Payments on Termination or Change of Control
| (8) Represents health insurance coverage for Mr. Reed and his spouse for a period of 13 years (assuming a life expectancy of 89 years for Mr. Reed and assuming an annual cost of $17,930, which was the cost of such benefit in 2023). |
Summary of Potential Payments on Termination or Change of Control
| (9) Represents the employer portion of health insurance premiums for family coverage for a period of two years. |
Summary of Potential Payments on Termination or Change of Control
| (10) The awards underlying the amounts set forth under the headings “Performance-Based RSU Accelerated Vesting” and “Time-Based RSU Accelerated Vesting” will automatically vest, with performance-based RSU awards vesting at target level, upon a Change of Control (as defined in the applicable omnibus incentive plan and the award agreements issued thereunder), irrespective of whether or not the NEO is terminated in connection with a Change of Control. |
Director Compensation
Director Compensation
2023 Non-Employee Director Compensation Table
2023 Non-Employee Director Compensation Table The following table summarizes the annual compensation for 2023 for our non-employee directors who served as directors in 2023.
2023 Non-Employee Director Compensation Table
| Name (a) | Fees Earned or Paid in Cash(1) ($)(b) | Stock Awards(2) ($)(c) | Option Awards ($)(d) | Non-Equity Incentive Plan Compen- sation ($)(e) | Change in Pension Value and Nonqualified Deferred Compen- sation Earnings(3) ($)(f) | All Other Compen- sation ($)(g) | Total ($)(h) | | Rachna Bhasin | 82,500 | 121,506 | — | — | — | — | 204,006 | | Alvin Bowles | 75,000 | 121,506 | — | — | — | — | 196,506 | | Christian Brickman(3) | 18,750 | — | — | — | — | — | 18,750 | | William E. Haslam | 37,500 | 121,506 | — | — | — | — | 159,006 | | Fazal Merchant | 90,000 | 121,506 | — | — | — | — | 211,506 | | Patrick Moore(4) | 69,375 | 121,506 | — | — | — | — | 190,881 | | Christine Pantoya | 82,500 | 121,506 | — | — | — | — | 204,006 | | Robert Prather | 120,000 | 121,506 | — | — | — | — | 241,506 | | Michael Roth | 85,000 | 121,506 | — | — | — | — | 206,506 |
2023 Non-Employee Director Compensation Table
| (1) The amount listed above represents cash compensation paid to the director for their service as a director, or amounts of cash compensation which have been deferred by the director in the form of RSUs, as described above. Compensation for service on the Board and its committees is payable quarterly in arrears. Due to the timing of payments, these amounts may not correspond to the amounts listed above under Cash Compensation. |
2023 Non-Employee Director Compensation Table
| (2) Represents the grant date fair value of the annual grant of 1,259 RSUs to the non-employee directors then serving as directors on May 11, 2023, determined in accordance with FASB ASC Topic 718. See Note 7 to our consolidated financial statements for the three years ended December 31, 2023 filed with the SEC on February 23, 2024 for the assumptions made in determining grant date fair value. As of December 31, 2023, the non-employee directors then serving as directors held the following RSUs (consisting of annual RSU grants, including RSUs previously deferred, and RSUs granted pursuant to the directors deferred compensation plan, as adjusted for dividends paid on our common stock): |
2023 Non-Employee Director Compensation Table
| Non-Employee Director | RSUs (#) | | Rachna Bhasin | 1,287 | | Alvin Bowles | 4,052 | | William E. Haslam | 1,287 | | Fazal Merchant | 1,287 | | Christine Pantoya | 2,750 | | Robert Prather | 34,807 | | Michael Roth | 1,287 |
2023 Non-Employee Director Compensation Table
| (3) Mr. Brickman resigned from the Board, effective as of March 21, 2023, in connection with his acceptance of a new position with Pritzker Private Capital. |
2023 Non-Employee Director Compensation Table
| (4) Mr. Moore resigned from the Board, effective as of June 25, 2023. |