DEF 14A of BGC Group, Inc.
Filed Aug 2, 2024 · FY20230001213900-24-064363
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS Our Board of Directors (the “Board” or the “Board of Directors”) is currently composed of five members. Our Board, upon recommendation of our independent directors, has nominated five persons for election as directors at the Annual Meeting. All of the nominees are currently members of our Board. Information with respect to the five nominees for election as directors is set forth below. All of the nominees are to be elected at the Annual Meeting and to serve until their successors are duly elected and qualified. All of the nominees listed below are expected to serve as directors if they are elected. If any nominee should decline or be unable to accept such nomination or to serve as a director (an event which our Board does not now expect), our Board reserves the right to nominate another person or to vote to reduce the size of our Board. In the event another person is nominated, the proxy holders intend to vote the shares to which the proxy relates for the election of the person nominated by our Board. There is no cumulative voting for directors.
Information about our Directors
Information about our Directors
Information about our Directors
| Name | Age | Director Since | Biographies | | Howard W. Lutnick | 63 | 1999 | Mr. Lutnick is the Chairman of our Board of Directors and the Chief Executive Officer of our Company, positions in which he has served us or our predecessor, BGC Partners, from June 1999 to the present. Mr. Lutnick joined Cantor in 1983 and has served as President and Chief Executive Officer of Cantor since 1992 and as Chairman since 1996. Mr. Lutnick also served as President of Cantor from 1991 until 2017. Mr. Lutnick is the Executive Chairman of Newmark Group, Inc. (“Newmark”) and has been the principal executive officer of Newmark since 2016. In addition, Mr. Lutnick also holds offices at and provides services to various other affiliates of Cantor and provides services to our and Newmark’s operating partnerships and subsidiaries, including BGC Partners, L.P. (“BGC U.S. OpCo”), BGC Global Holdings, L.P. (“BGC Global OpCo”), and Newmark Partners, L.P. (“Newmark OpCo”). In addition, Mr. Lutnick is the Chief Executive Officer, President, sole shareholder and a director of CFGM, the managing general partner of Cantor. Mr. Lutnick is a member of the board of directors of the Horace Mann School, the board of directors of the National September 11 Memorial & Museum, and the board of directors of the Partnership for New York City. In addition, Mr. Lutnick also served as the Chairman and Chief Executive Officer of CF Finance Acquisition Corp., a special purpose acquisition company (“SPAC”), from October 2015 until consummation of its business combination with GCM Grosvenor, Inc. (“GCM Grosvenor”) in November 2020; as the Chairman and Chief Executive Officer of CF Finance Acquisition Corp. II, a SPAC, from September 2019 until consummation of its business combination with View, Inc. in March 2021; as the Chairman and Chief Executive Officer of CF Finance Acquisition Corp. III, a SPAC, from March 2016 until consummation of its business combination with AEye, Inc. in August 2021; as the Chairman and Chief Executive Officer of CF Acquisition Corp. V, a SPAC, from April 2020 until consummation of its business combination with Satellogic, Inc., the only non-affiliate of ours for which Mr. Lutnick serves as a director, in January 2022; as the Chairman and Chief Executive Officer of CF Acquisition Corp. VI, a SPAC, from April 2020 until consummation of its business combination with Rumble Inc. in September 2022; and as the Chairman and Chief Executive Officer of CF Acquisition Corp. VIII, a SPAC, from July 2020 until consummation of its business combination with XBP Europe, Inc. in November 2023. |
Information about our Directors
| Name | Age | Director Since | Biographies | | | | | Currently, Mr. Lutnick has served as the Chairman and Chief Executive Officer of CF Acquisition Corp. VII since July 2020, which is a SPAC. Additionally, Mr. Lutnick has served as Chairman and Chief Executive Officer of Cantor Fitzgerald Income Trust, Inc. (formerly known as Rodin Global Property Trust, Inc.), which is a non-traded real estate investment trust, or REIT, since February 2017. Mr. Lutnick received an undergraduate degree from Haverford College. | | Linda A. Bell | 65 | 2013 | Dr. Bell has been a director of our Company, and prior to the Corporate Conversion, BGC Partners, since July 2013. Dr. Bell is currently the Claire Tow Professor of Economics and Provost Emerita of Barnard College, Columbia University. Previously she has served as the Provost and Dean of Faculty at Barnard College, Columbia University since 2012, where she also was the Claire Tow Professor of Economics. Prior to joining Barnard, Dr. Bell was the Provost and John B. Hurford Professor of Economics at Haverford College from 2007 to 2012 and a member of the faculty since 1992. Prior to her tenure at Haverford, Dr. Bell held visiting faculty appointments at Stanford University; the University of California, San Diego; the John F. Kennedy School of Government at Harvard University; and the Woodrow Wilson School of Public Administration at Princeton University and has taught at the Leonard N. Stern School of Business at New York University. Dr. Bell has also served as a research fellow at the Institute for the Study of Labor (IZA) in Bonn, Germany since 2003, and as a senior consultant for the labor practice group of the National Economic Research Associates since 2006. Dr. Bell holds a Ph.D. in Economics from Harvard University. | | David P. Richards | 72 | 2017 | Mr. Richards has been a director of our Company, and prior to the Corporate Conversion, BGC Partners, since December 2017. Mr. Richards is the Chairman of Prodrive Holdings Ltd., a British motorsport and advanced engineering group, a position in which he has served since the firm’s founding in 1984. He previously served as Chairman of Aston Martin Lagonda Ltd., a British manufacturer of luxury sports cars, from 2007 until 2013, and as a non-executive director of BGC European GP Limited from May 2009 until June 2017. Mr. Richards currently serves in the role of Chairman of the U.K. governing body of the Motor Sports Association. In December 2023, Mr. Richards was appointed as Chairman of the Board of Trustees at the FIA Foundation, an international charity focused on issues in the automotive world. Mr. Richards previously served as a director of Phytome Life Sciences, a U.K. plant-based medical research company from 2019 to 2023. In the 2005 Queen’s New Year’s Honours, Mr. Richards was made a Commander of the British Empire (“CBE”) for his services to motorsport. Mr. Richards attended Brynhyfryd School in North Wales followed by five years of articles with a Liverpool firm of chartered accountants. He holds honorary doctorates and fellowships from the Universities of Wales, Coventry, Warwick and Cranfield. |
Information about our Directors
| Name | Age | Director Since | Biographies | | Arthur U. Mbanefo | 57 | 2021 | Mr. Mbanefo has been a director of our Company, and prior to the Corporate Conversion, BGC Partners, since October 2021. Since January 2023, Mr. Mbanefo has been the Managing Partner of Phoenix Merchant Partners LP, a merchant banking and private credit business, where he previously served in the same role from September 2019 until February 2020. From February 2020 to June 2022, Mr. Mbanefo was the Chief Investment Officer and Head of Principal Business and Asset Management for ORIX Corporation USA, the U.S. subsidiary of ORIX Corporation, a publicly owned, Tokyo-based international financial services company. In this role, he led investments across private equity, private credit and real estate, with a focus on the U.S. middle market. He was also an Advisory Director of the Board of ORIX Corporation USA. Mr. Mbanefo served as the Chief Investment Officer of Barclays Bank PLC from March 2017 until June 2019 where he was responsible for all the investment of the balance sheet of Barclays Bank PLC across corporate and investment banking, markets, pension and asset management, cards and payments. Prior to this role, he was a Head of Markets at Barclays from September 2015 to February 2017 and a Managing Director at the firm in various market leadership roles from May 2009 to September 2015. Prior to Barclays, Mr. Mbanefo served as Chief Investment Officer and Chief Executive Officer of two alternative investment management firms. In addition, since May 23, 2022, he has been the Chairman of the advisory board of Datatailr Inc., a financial and data analytics and development firm, and since September 1, 2022, he has been a senior adviser to Banyan LLC, an e-commerce data solutions firm. Mr. Mbanefo graduated with a BSc with Honours from Loughborough University. He is also a Fellow Chartered Accountant. | | William Addas | 64 | 2023 | Mr. Addas has been a director of our Company since July 2023, following the closing of the Corporate Conversion. From 2008 to 2023, Mr. Addas held numerous senior positions at BofA Securities, Inc., including Co-Head of Global Financial Institutions Group from 2021 to 2023, Co-Head of Americas Financial Institutions Group from 2019 to 2021, and Head of Specialty Finance from 2018 to 2019. From 2003 to 2008, he was a Managing Director and Head of Financial Technology and Specialty Finance at Deutsche Bank. From 2005 to 2006, he served on the board of Delta Financial Corp., a residential mortgage company. From 1996 to 2003, he was a Managing Director at Credit Suisse and Donaldson, Lufkin & Jenrette, a U.S. investment bank. From 1993 to 1996, he served as a Director of NatWest Markets Securities, a U.S. based broker-dealer. From 1984 to 1992, he practiced as an attorney at Manatt, Phelps, Phillips, Rothenberg and Tunney, where he was an Associate and later a Partner, and Wasserstein Perella, where he was an Associate. Mr. Addas holds a Bachelor of Arts from Brandeis University, and a Juris Doctor from the George Washington University Law School. |
Information about our Directors
The five nominees receiving a plurality of the Total Voting Power present in person or represented by proxy and entitled to vote on the election of directors will be elected as directors. Withheld votes and broker non-votes will have no effect on the election of directors.
Overview of Compensation and Processes
Overview of Compensation and Processes For 2023, executive compensation was composed of the following principal components: (i) a base salary, which was designed to retain talented executive officers and contribute to motivating, retaining and rewarding individual performance; (ii) an incentive bonus award under our Incentive Plan, that was intended to tie financial rewards to the achievement of our short- or longer-term performance objectives; and (iii) an incentive program under our Equity Plan, which was designed to promote the achievement of short- and long-term performance goals, and to align the long-term interests of our executive officers with those of our stockholders through the grant of awards. In all cases, performance objectives and goals relate to the performance of our executives at the Company and in the provision of services to our operating partnerships and subsidiaries. From time to time, we may also restructure the existing compensation arrangements of our executive officers. We may also adopt various policies related to or in addition to such restructurings, including with respect to the acceleration of the lapse of restrictions on restricted stock or acceleration of the vesting of RSUs. We may also issue potential extraordinary grants to executive officers which could be based on performance measures, including stock price increase or other measures to be specified. From time to time, we have also used employment agreements, change of control agreements, retention agreements, and other arrangements, including some with specified target or guaranteed bonus components, and extraordinary bonuses to attract, motivate and retain talented executives. Any such specific current arrangements with our executive officers are summarized below. Our Compensation Committee, with the assistance where appropriate of special project committees or advisors, approves and recommends to our Board that it approve the salaries, bonuses and other compensation of our executive officers. In addition, the Committee approves grants to executive officers under and otherwise administers the Incentive Plan and the Equity Plan. From time to time, our Compensation Committee has engaged a compensation consultant in connection with its compensation decisions. With respect to 2023, Korn Ferry (the “Advisor”) advised the Committee. The Committee retained the Advisor to provide surveys, information, and other assistance with respect to pay practices and compensation levels at our peer group and other companies, and the Committee discussed with the Advisor all compensation arrangements for 2023. For 2023, the Committee and the Advisor also reviewed pay for performance considerations and metrics and other measures including GAAP and non-GAAP financial results, results of certain businesses such as Fenics, progress with respect to strategic transactions, growth in margins, front-office productivity, catalyst transactions, acquisitions, market share, total assets, and strategy and management responsibility, challenges and risk management, and other specific line items and measures in order to review additional performance metrics. The Committee reviewed the Company’s total revenues as a key performance measure for 2023. The Committee and the Advisor reviewed additional performance metrics for 2024, including the market penetration of the Company’s products and businesses in new geographies or markets, strategic acquisitions, joint ventures, and dispositions, and strategic hires or retention of key employees in competitive market conditions and considered various discretionary factors. The Committee reviewed this data with no particular weighting toward any specific metric or other factor. While the Committee does take into consideration such peer data and percentiles, the Committee does not attempt solely to benchmark our executive compensation against any level, range, or percentile of compensation paid at any other companies, does not apply any specific measures of internal or external pay equity in reaching its conclusions, and does not employ tally sheets, wealth accumulation, or similar tools in its analysis. Our Compensation Committee considered whether the Advisor had any conflicts of interest in advising the Committee. In doing so, the Committee considered whether the Advisor had been providing services of any other nature to us; the amount of fees received from us by the Advisor; the policies and procedures adopted by the Advisor that have been designed to prevent conflicts of interest; whether any business or personal relationships existed between the consultants employed by the Advisor who worked on Company matters and any member of the Committee; whether any business or personal relationship existed between such consultants and any of our executive officers; and whether the Advisor or such consultants hold any of our Class A common stock. The Advisor is also providing similar services to Newmark. Upon evaluating such considerations, the Committee found no conflicts of interest in the Advisor advising the Committee. In attempting to strike an appropriate balance, our Compensation Committee seeks to provide our executive officers with an appropriately diversified mix of fixed and variable cash and non-cash compensation opportunities, time-based and performance-based awards, and short- and long-term incentives. In particular, our performance-based bonuses under our Incentive Plan have focused on a mix of Company-wide and product-specific operating and financial metrics, in some cases based upon our absolute performance and in other cases based upon our performance relative to our peer group or other companies. In addition, our Incentive Plan award opportunities provide for the exercise of considerable negative discretion by the Committee to reduce, but not increase, amounts granted to our executive officers under the Incentive Plan, and to take individual as well as corporate performance into account in exercising that discretion. Further, the Committee retains the discretion to pay out any amounts finally awarded under the Incentive Plan in equity, rather than cash, and to include restrictions on vesting, resale and forfeiture in any such equity. Our policy for allocating between currently paid short- and long-term compensation is designed to ensure adequate base compensation to attract and retain talented executive officers, while providing incentives to maximize long-term value for our Company and our stockholders. Cash compensation is provided in the form of base salary to meet competitive salary norms and reward superior performance on an annual basis, and in the form of bonuses and awards for achievement of specific short-term goals or in the discretion of the Compensation Committee. Equity awards have traditionally rewarded superior performance against specific objectives and long-term strategic goals and assist in retaining executive officers and aligning their interests with those of our Company and our stockholders. From time to time, we may provide additional equity awards on a periodic basis to reward superior performance, which awards may provide further long-term retention incentives. Base salaries for the following year are generally set for our executive officers at year-end meetings of our Compensation Committee or in the early part of the applicable year. At these meetings, the Committee also approves the incentive bonuses under our Incentive Plan and any discretionary bonuses for executive officers and grants of equity awards under our Equity Plan to our executive officers.
Overview of Compensation and Processes
We provide long-term incentives to our executive officers through grants of equity awards which include RSAs, RSUs and other equity grants under our Equity Plan, with the number of awards determined by reference to the market price of a share of our Class A common stock on the date that the award was granted or such other date that awards to executive officers are made generally. Historically, grants under our Equity Plan that have had vesting provisions have had time-based, rather than performance-based, vesting schedules, although the plan is flexible enough to provide for performance-based awards. At or around the year-end or first quarter Compensation Committee meetings, our Chairman of the Board and Chief Executive Officer, Mr. Lutnick, makes compensation recommendations to the Committee with respect to the other executive officers. Such executive officers are not present at the time of these deliberations. With respect to its determination of the Chief Executive Officer’s compensation, the Committee considers such information received from the Chief Executive Officer as it deems necessary or appropriate. The Committee deliberates on compensation decisions with respect to all executive officers other than Mr. Lutnick in the presence of Mr. Lutnick, and separately in executive sessions with the Advisor as to all executive officers, including Mr. Lutnick, outside of the presence of Mr. Lutnick. The Committee may accept or adjust Mr. Lutnick’s recommendations and makes the sole determination of the compensation of all of our executive officers. The Committee reviews and evaluates, at least annually, the performance and leadership of Mr. Lutnick as Chief Executive Officer. Based upon the results of this evaluation, and input from the Advisor, the Committee reviews and approves Mr. Lutnick’s compensation. During or around the first quarter of each fiscal year, it has been the practice of our Compensation Committee to establish annual incentive performance goals or guidelines for executive officers under the Incentive Plan, with the Committee retaining negative discretion to reduce or withhold any bonuses earned at the end of the year. In all cases, such performance measures relate to the performance of our executive officers at the Company and in the provision of services to our operating partnerships and subsidiaries. All executive officers in office at that time are eligible to participate in the Incentive Plan.
Equity Plan Awards
Equity Plan Awards It is the Compensation Committee’s general policy to award RSUs and other equity awards (or partnership awards prior to the Corporate Conversion) to our executive officers in order to align their interests with those of our long-term investors and to help attract and retain qualified individuals. Our Equity Plan permits the Committee to grant restricted stock, stock options, stock appreciation rights, deferred stock such as RSUs, bonus stock, performance awards, dividend equivalents, and other stock-based awards, including, prior to the Corporate Conversion, to provide exchange rights for shares of our Class A common stock and cash settlement awards relating to BGC Holdings limited partnership units. Our Compensation Committee retains the right to grant a combination of forms of such awards under our Equity Plan to executive officers as it considers appropriate or to differentiate among executive officers with respect to different types of awards. The Committee has also granted authority to Mr. Lutnick, our Chairman of the Board and Chief Executive Officer, and certain other members of our management to grant awards to non-executive officer employees of our Company under the Equity Plan and to establish sub-plans for such persons.
BGC Group Equity Plan
BGC Group Equity Plan Under the BGC Group Equity Plan, individual awards may take the form of (i) stock options, including incentive stock options, which we refer to as “ISOs”; (ii) stock appreciation rights (“SARs”); (iii) RSAs, consisting of shares of our Class A common stock that are subject to restrictions on transferability and other possible restrictions, including forfeiture based upon the failure to satisfy employment-related or other restrictions; (iv) deferred stock, representing the right to receive shares of our stock in the future, such as RSUs; (v) bonus stock and awards in lieu of cash compensation, including in payment of bonuses under any incentive plan of BGC Partners or any successor plan; (vi) dividend equivalents, consisting of a right to receive cash, other awards or other property equal in value to dividends paid with respect to a specified number of shares of our stock; (vii) other stock-based awards, consisting of awards denominated or payable in, or the value of which is based in whole or in part upon the market or book value of, BGC Group Class A common stock; or (viii) cash awards, whether or not the value of which is based, in whole or in part, by reference to the market or book value of BGC Group Class A common stock. The grant price at which shares of BGC Group Class A common stock may be acquired pursuant to the exercise of stock options and SARs under the BGC Group Equity Plan may not be less than 100% of the fair market value of the shares of stock covered by such grant on the date of grant, measured at the closing market price of BGC Group Class A common stock on such date. Dividend equivalents may be paid, distributed or accrued in connection with any award issued under the BGC Group Equity Plan, including RSUs, whether or not vested, and under the BGC Group Equity Plan, an RSA agreement may provide that a participant waives any right to dividends. Awards granted under the BGC Group Equity Plan are generally not assignable or transferable, except by the laws of descent and distribution, unless permitted by the Compensation Committee or its designee. The BGC Group Equity Plan provides for a maximum of 600 million shares of BGC Class A common stock that may be delivered or cash settled pursuant to the exercise or settlement of awards granted under the plan. As of July 15, 2024, after consideration of awards outstanding under the BGC Group Equity Plan, the BGC Group Equity Plan would allow for the grant of future awards relating to 455.0 million shares of BGC Class A common stock.
Retentive Nature of Equity Awards
Retentive Nature of Equity Awards We consider our RSUs to be highly retentive due to the long-term vesting and forfeiture provisions relating to these awards. These awards contain extended vesting schedules which we consider to be highly retentive and that vary based upon compensation level and role, which in most cases are largely dependent upon continued service. In 2023, our executive officers held much of their personal net worth in a combination of our equity-based awards in addition to stock held outright. In 2023, Messrs. Lutnick, Merkel, Windeatt and Hauf held RSUs and Mr. Windeatt held RSAs. Messrs. Lutnick and Merkel held additional partnership interests in our parent Cantor. Messrs. Lutnick, Merkel and Windeatt held limited partnership interests in Newmark Holdings following the Separation. As a result of the Corporate Conversion, our executive officers no longer hold any limited partnership units of BGC Holdings; however, Messrs. Hauf and Windeatt hold equity awards that are substitutes for the non-exchangeable limited partnership units of BGC Holdings that they held prior to the Corporate Conversion. As a result of the May 18, 2023 redemption and exchange transactions described under “— Standing Policy for Mr. Lutnick,” all of the outstanding partnership units held by Messrs. Lutnick and Merkel were redeemed on that date, and neither held any partnership units at the closing of the Corporate Conversion.
Tax and Accounting Treatment
Tax and Accounting Treatment Section 162(m) of the U.S. Internal Revenue Code of 1986 (the “Code”) eliminates a corporation’s tax deduction in a given year for payments to certain executive officers in excess of $1,000,000. The Committee retains negative discretion to reduce or withhold performance-based compensation to our executive officers, including after taking into consideration changing business conditions or the executive officer’s individual performance. Our management and Compensation Committee recognize that we are subject to certain Financial Accounting Standards Board and SEC guidance on share-based awards and other accounting charges with respect to the compensation of our executive officers and other employees. However, our management and the Committee do not believe that these accounting charges should necessarily determine the appropriate types and levels of compensation to be made available. Where material to the Committee’s decisions, these accounting charges will be described in our compensation discussion and analysis, compensation tables and related narratives. Prior to the Corporate Conversion, the BGC Partners Compensation Committee granted equity and partnership awards to our executive officers in a variety of ways under the BGC Partners Compensation Plans, including restricted stock, RSUs, exchange rights, cash settlement awards, options and other equity grants under the BGC Partners Equity Plan and non-exchangeable limited partnership unit awards under the Participation Plan. Grants of such awards may have different accounting treatment and may be reported differently in the compensation tables and related narratives depending upon the type of award granted and how and when it is granted. Going forward, our Compensation Committee may grant equity awards to our executive officers in a variety of ways under the BGC Group Compensation Plans, including RSUs, RSAs, cash awards, options and other equity awards under our Equity Plan. Grants of such awards may have different accounting and tax treatments and may be reported differently in the compensation tables and related narratives depending on the type of award granted and how and when it is granted. For U.S. GAAP purposes, a compensation charge is recorded on PSUs, LPUs and similar limited partnership units if and when an exchange right is granted to such units to acquire shares of Class A common stock, and the charge is based on the market price of our Class A common stock on the date on which the exchange right is granted, regardless of when such exchange occurs. Additionally, when the exchange actually occurs, a U.S. federal income tax deduction is generally allowed equal to the fair market value of a share of our Class A common stock on the date of exchange. In relation to this, prior to the Corporate Conversion there were certain LPUs in which a compensation charge is recorded ratably over the awards’ stated vesting schedule using the grant-date fair value. These LPUs vested into exchangeable units or Class A shares. If shares of restricted stock granted are not subject to continued employment or service with us or any affiliate or subsidiary of ours, even if they are subject to compliance with our customary non-compete obligations, the grant-date fair value of the restricted stock will be expensed on the date of grant. Furthermore, equity-based compensation expense recognized under U.S. GAAP during the period, for equity-based awards with a stated vesting schedule, is based on the value of the portion of equity-based payment awards that is ultimately expected to vest. The grant-date fair value of equity-based awards with a stated vesting schedule is amortized to expense ratably over the awards’ vesting periods. As this equity-based compensation expense recognized in the Company’s Consolidated Statements of Operations is based on awards ultimately expected to vest, it is reviewed for estimated forfeitures. Further, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. In cases where actual forfeitures change original forfeiture assumptions, then an adjustment to previously recognized compensation cost and the related deferred tax asset will be recorded. In addition, equity-based compensation for LPU awards with no stated vesting schedule is recognized at fair value on the date the award is granted exchangeability or is redeemed in connection with the issuance of shares of common stock. For tax purposes, a U.S. federal income tax deduction is generally allowed on RSUs and restricted stock when the vesting occurs. The tax deduction for RSUs and restricted stock generally is measured as the restrictions lapse (i.e., as the employee vests in the award). At that time, the Company will determine if there is any excess tax benefit or deficiency by reference to the current stock price in relation to the grant date fair value.
Consideration of Peer Data for 2023 and Other Factors
Consideration of Peer Data for 2023 and Other Factors As part of its compensation process, in addition to qualitative and strategic factors, the Compensation Committee considered various peer, financial and market metrics by reviewing the latest public financial information available at the time as compared with the disclosed growth of these same metrics for BGC’s traditional public peers, Compagnie Financière Tradition SA and TP ICAP Group plc, compared to the prior year. These metrics included total consolidated revenue, year-to-date share price change, and other financial measures including financial results, results of certain businesses such as Fenics, changes in margins and growth of our Data, Network and Post-trade businesses. The Committee also reviewed the year-on-year growth of the Company’s inter-dealer broker market share as compared to its peers over the same time frame. Further, the Committee also considered the year-on-year growth of total Fenics revenue as compared with the average total revenue growth for publicly listed trading platforms (e.g., Tradeweb and MarketAxess) and certain exchanges like CME over the same time frame. The data indicated that growth in margins, growth in Data, Network and Post-trade revenues, growth in inter-dealer broker market share and front office productivity per employee each outpaced industry peers over the time periods presented. Performance data, including both financial and market data, are often reviewed by the Committee as presented by management and by the Advisor. As part of its compensation process, the Committee reviewed this peer data broadly and as part of its mix of factors, with no particular weighting toward any specific metric or other factor. Further, as discussed under “— Overview of Compensation and Processes,” while we use market data from peer companies as a reference point for evaluating our executive compensation program among other qualitative and quantitative factors, we do not benchmark against any specific compensation level or metric.
Base Salary
Base Salary Our executive officers receive base salaries or similar cash payments intended to reflect their skills, expertise and responsibilities. Subject to any applicable employment or other agreements, such payments and subsequent adjustments, if any, will be reviewed and approved by our Compensation Committee annually, based on a variety of factors, which may include, from time to time, a review of relevant salaries of executives at our peer group of companies and others and each executive officer’s individual performance for the prior year, including each executive officer’s experience and responsibilities. We generally establish base pay at levels comparable to our peer group and other companies which employ similarly skilled personnel, including CME Group, Inc., Compagnie Financière Tradition SA, Evercore Inc., Houlihan Lokey, Inc., Interactive Brokers Group, Inc., Intercontinental Exchange, Inc., Lazard Ltd., LPL Financial Holdings Inc., MarketAxess Holdings, Inc., Nasdaq, Inc., Oppenheimer Holdings Inc., Piper Sandler Companies, Raymond James Financial, Inc., The Charles Schwab Corporation, Stifel Financial Corp., TP ICAP Group plc, Tradeweb Markets Inc. and Virtu Financial, Inc. While we determine these levels by reviewing publicly available information with respect to our peer group of companies and others, we have not traditionally engaged in benchmarking against a certain market percentile or otherwise, either individually or in aggregate. For each of the executive officers, in 2023 the Company allocated and paid an appropriate portion of their cash and equity-based compensation in respect of their approximate time spent on BGC matters and specifically allocated such compensation to BGC, as appropriate and applicable. In addition, Mr. Lutnick and Mr. Merkel received certain equity-based compensation directly from Newmark. Messrs. Lutnick, Merkel, Windeatt and Hauf have spent approximately 50%, 35%, 100% and 100% of their working time, respectively, on BGC matters in 2023, although these percentages may vary during 2024 depending on business developments at BGC, Newmark, Cantor or any of our or Cantor’s affiliates.
Incentive Plan Awards
Incentive Plan Awards We generally intend to award performance-based compensation in the form of bonuses to our executive officers, including pursuant to the Incentive Plan. The Compensation Committee believes that such performance-based compensation appropriately aligns the interests of our executive officers with the interests of our stockholders. With respect to each performance period, our Compensation Committee specifies the applicable performance criteria and targets to be used under the Incentive Plan for that performance period. These performance criteria, which may vary from participant to participant, will be determined by the Committee and may be based upon one or more of the following performance measures and may be expressed on an absolute and/or relative basis and on a GAAP or non-GAAP basis: • pre-tax or after-tax net income; • pre-tax or after-tax operating income; • total or gross revenues or similar items; • profit, earnings or other margins; • stock price, dividends and/or total stockholder return; • EBITDA measures; • cash flow(s); • market share; • pre-tax or after-tax earnings per share; • pre-tax or after-tax operating earnings per share; • expenses; • return on investment or equity; • environmental, social, and governance, sustainability, or similar criteria; or • strategic business criteria, consisting of one or more objectives based upon meeting specific revenue, market penetration, or geographic business expansion goals, cost targets and goals relating to acquisitions or divestitures or any combination thereof or similar objectives or criteria as determined by the Compensation Committee. The actual Incentive Plan bonus paid to any given participant at the end of a performance period is based upon the extent to which the applicable performance goals for such performance period are achieved, subject to the exercise of negative discretion by the Compensation Committee, and may be paid in cash or in equity awards. These awards also serve as incentives for future performance and retention. In addition, from time to time, our Compensation Committee may provide for target or guaranteed bonuses in employment or other agreements in order to attract and retain talented executives, or may grant ad hoc discretionary bonuses when an executive officer is not eligible to participate in the Incentive Plan award opportunities for that performance period or when it otherwise considers such bonuses to be appropriate. Such bonuses may also be paid in cash or in equity awards. In connection with the Corporate Conversion, BGC Group assumed and adopted the BGC Partners Incentive Plan, as amended and restated as the BGC Group Incentive Plan. In connection with such amendment and restatement, certain modifications were made to reflect the Corporate Conversion and to update and clarify certain matters, including removing the references to the Participation Plan, which was terminated in connection with the Corporate Conversion; removing the provisions previously related to Section 162(m) of the Code; broadening and modernizing the scope of performance goals under the plan; clarifying that the plan is unfunded; and clarifying that awards under the plan will be binding on successors of BGC Group.
Incentive Plan Bonus Goals for 2023
Incentive Plan Bonus Goals for 2023 In April 2023, our Compensation Committee determined that Messrs. Lutnick, Merkel, Windeatt and Hauf would be participating executives for 2023 in our Incentive Plan. In the case of our U.K.-based executive officer, Mr. Windeatt, the bonus award opportunities are governed by the Incentive Plan and administered by the Committee. For 2023, the Compensation Committee used the same performance criteria for all executive officers and set a bonus for 2023 equal to the maximum value allowed for each individual pursuant to the terms of the Incentive Plan (i.e., $25 million), provided that (i) the Company achieved operating profits or distributable earnings for 2023, as calculated on substantially the same basis as the Company’s financial results press release for 2022, or (ii) the Company achieved improvement or percentage growth in gross revenue or total transaction volumes for any product for 2023 as compared to 2022 over any of its peer group members or industry measures, as reported in the Company’s 2023 financial results press release, in each case calculated on substantially the same basis as in the Company’s financial results press release for 2022 and compared to the most recently available peer group information or industry measures, in each case subject to any appropriate corporate adjustment to reflect stock splits, reverse stock splits, mergers, spin offs or any other extraordinary corporate transactions in accordance with the Incentive Plan, the Equity Plan and the Participation Plan, as applicable, each of which we refer to as a “Performance Goal.” The Compensation Committee determined that the payment of any such amount may be in the form of cash, shares of our Class A common stock, other equity awards permitted under our Equity Plan or otherwise. The Committee, in its sole and absolute discretion, retained the right to reduce the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the Performance Goals or any other corporate, as well as individual, performance objectives have been achieved.
Incentive Plan Bonuses Awarded for 2023
Incentive Plan Bonuses Awarded for 2023 On March 7, 2024, having determined that the Performance Goals established in the first quarter of 2023 had been met for 2023, our Compensation Committee made awards to the participating executive officers for 2023 under our Incentive Plan, with some adjustments by the Compensation Committee on March 22, 2024. The equity awards were granted using a stock price of $8.43 and provided a combination of short- and long-term incentives that align the Company’s financial performance with its executive compensation. In addition to short-term cash compensation awarded to the participating executives, the Committee awarded significant portions of its 2023 compensation to the participating executives in the form of equity awards, which included RSUs and RSUs-LLP in the case of Mr. Windeatt. The approval and issuance of the equity awards was effective April 1, 2024. In making its bonus determinations for 2023, our Compensation Committee considered various qualitative and quantitative compensation factors, including the Performance Goals, the retentive effect of the payment of appropriate compensation for each executive officer, and the Company’s financial performance as a whole and the performance of various business lines, including as compared to peer data. The impact of any of these measures during 2023 or beyond may materially impact the value of current and previous equity awards, thus aligning the interests of the executive officers with those of our stockholders. The Compensation Committee also considered the pay practices of the Company’s peer group and other companies, including a compensation survey prepared by, and advice from, the Advisor. By choosing to pay a portion of each executive’s award in equity, the Compensation Committee expects to incentivize our executive officers with respect to future performance and encourage ongoing contributions to management, our results and our existing and future businesses. The specific Incentive Plan awards to our executive officers were as follows: • Mr. Lutnick’s 2023 award consisted of an aggregate bonus of $14,000,000 and was paid (i) $3,000,000 in current cash compensation and (ii) $11,000,000 in a long-term award of 1,304,864 RSUs, granted using a stock price of $8.43 and which vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is still substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. The aggregate value of the bonus for Mr. Lutnick is $2,000,000 higher than what Mr. Lutnick was awarded with respect to calendar year 2022. In making this discretionary award, the Committee focused on Mr. Lutnick’s leadership efforts and strategic guidance and emphasis on positioning the Company for expected future results and the results of various business metrics. • Mr. Merkel’s 2023 award consisted of an aggregate bonus of $1,300,000 and was paid (i) $650,000 in current cash compensation and (ii) $650,000 paid in a long-term award of 77,106 RSUs, granted using a stock price of $8.43 and which vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is still substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. The aggregate value of the bonus for Mr. Merkel is $300,000 higher than what Mr. Merkel was awarded with respect to calendar year 2022. In making this discretionary award, the Committee considered his role in managing legal and regulatory issues during the year, his guidance on regulatory and other matters and overall leadership of business, legal and regulatory matters in 2023. • Mr. Windeatt’s 2023 award consisted of an aggregate bonus of £1,758,000 ($2,251,822 as of March 7, 2024) and was paid (i) £500,000 in current cash compensation; and (ii) £1,258,000 in two long-term awards as follows: (x) 60,095 RSUs, granted using a stock price of $8.43 and which vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is still substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs and (y) 131,053 RSUs-LLP, granted using a stock price of $8.43 and which vest April 1, 2027 provided he still remains a member in good standing of the U.K. Partnership on the vesting date and has complied at all times with his then-current Deed of Adherence with the U.K. Partnership and all other agreements with BGC and its affiliates, that U.K. Partnership senior management has reasonably determined that he has at all times satisfactorily performed his duties for the U.K. Partnership, taking into account, inter alia, as applicable, his performance evaluation(s) and adherence to regulatory obligations, compliance requirements, and applicable laws, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. The RSUs-LLP reflect the revised design and terms of the U.K. Partnership structure generally based on current tax guidance. The aggregate value of the bonus for Mr. Windeatt is £350,000 higher than what Mr. Windeatt was awarded with respect to calendar year 2022. In making this discretionary award, the Committee considered his responsibilities and duties including management of brokerage relationships and brokers, and the Company’s financial performance. See also “Historical Events and their Impact on Our Compensation — Historical Discretionary and Retentive Partnership Opportunities Prior to the Corporate Conversion” for more information regarding other amounts attributed to compensation for 2023 by the Compensation Committee. • Mr. Hauf’s 2023 award of $650,000 was paid (i) $312,500 in current cash compensation; (ii) $337,500 in a long-term award of 40,036 RSUs granted using a stock price of $8.43 and which vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is still substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs. In making this discretionary award, the Committee considered his strong efforts in managing the financial reporting function and problem-solving and strategy. For all compensation that relied upon converting U.S. dollars into pounds, the GBP FX exchange rate on March 7, 2024, the date that our Compensation Committee approved the 2023 year-end compensation, was used, which was 1.2809 USD to 1 GBP. In 2023, the Incentive Plan cash bonus for Messrs. Lutnick, Merkel, Windeatt, and Hauf as a percentage of the overall total compensation paid to them by BGC was approximately 20%, 28.26%, 20.34%, and 23.15%, respectively.
Incentive Plan Bonus Goals for 2024
Incentive Plan Bonus Goals for 2024 In March 2024, our Compensation Committee determined that Messrs. Lutnick, Merkel, Windeatt and Hauf, our executive officers, would be participating executives for 2024 in our Incentive Plan. For 2024, the Committee used the same performance criteria for all executive officers and set a bonus for 2024 equal to the maximum value allowed for each individual pursuant to the terms of the Incentive Plan (i.e., $25 million), provided that (i) the Company achieves operating profits or Adjusted Earnings annually for 2024, as calculated on substantially the same basis as in the Company’s earnings release for the fiscal year ended December 31, 2023, (ii) the Company achieves improvement or percentage growth in gross revenue or total or net transaction volumes for any product for 2024 as compared to 2023 over any of its peer group members or other industry measures, as reported in the Company’s earnings release for the fiscal year ended December 31, 2024, in each case calculated on substantially the same basis as in the Company’s 2023 earnings release and compared to the most recently available peer group information or other industry measures, (iii) the Company increases its market penetration for any product or business into any new market or geography in 2024 as compared to 2023, (iv) the Company achieves the successful execution in 2024 of any material, significant, accretive, or strategic acquisition, entry into any joint venture, or disposition of any business or asset, (v) the Company achieves in 2024 the strategic hire or retention of key personnel in competitive market conditions, or (vi) the Company achieves in 2024 other strategic or significant performance as recognized by the Compensation Committee in its sole discretion (collectively, the “2024 Performance Goals”). The 2024 Performance Goals, in each case, are expected to be reviewed by the Compensation Committee with no particular weighting toward any specific 2024 Performance Goal or other factor and are subject to any appropriate corporate adjustment to reflect stock splits, reverse stock splits, mergers, spin offs or any other extraordinary corporate transactions. As each of the Company’s executive officers also provides services to certain of our operating partnerships and subsidiaries, potential bonuses for 2024 are also on behalf of all such operating partnerships and subsidiaries, as may be applicable. The Compensation Committee determined that the payment of any such amount may be in the form of cash, shares of Class A common stock, or other equity awards permitted under our Equity Plan. The extent determined to reflect the portion of an executive officer’s compensation related to services performed for a particular subsidiary, entity or affiliate, as noted above, the cost of compensation awarded under any of the BGC Group Compensation Plans shall be borne by such operating partnership or entity. The Committee, in its sole and absolute discretion, retains the right to reduce the amount of any Incentive Plan bonus payment based upon any factors it determines, including whether and the extent to which the 2024 Performance Goals or any other corporate, as well as individual, performance objectives have been achieved. The Committee further retains discretion to authorize bonuses and other awards to the participating executives regardless of whether or not such bonuses and awards are tax deductible under tax law in effect at the time of such bonuses and awards.
Change in Control Agreements
Change in Control Agreements Prior to the Corporate Conversion, upon the signing of any agreement that would result in a “Change in Control” (as defined in the Amended and Restated Change in Control Agreements entered into by Messrs. Lutnick and Merkel and the applicable Deeds of Adherence entered into by Mr. Windeatt), (1) any NPSUs held by the foregoing executives would be replaced by exchangeable PSUs/PPSUs or LPUs/PLPUs (i.e., such PSUs and LPUs would be exchangeable for shares of Class A common stock and PPSUs and PLPUs would be exchangeable for cash), and (2) any non-exchangeable BGC Holdings PSUs/PPSUs and LPUs/PLPUs held by the foregoing executives would become immediately exchangeable, which exchangeability could be exercised in connection with such “Change in Control,” except that, with respect to (1) and (2), 9.75% of Mr. Windeatt’s LPUs/PLPUs would be deemed to be redeemed for zero in proportion to such exchanges of LPUs/PLPUs in accordance with the customary LPU/PLPU structure. See “Executive Compensation — Potential Payments Upon Change in Control — Change in Control Agreements” and “Executive Compensation — Potential Payments Upon Change in Control — Employment Agreements and Deeds of Adherence” for more information. The entry into the Corporate Conversion Agreement and completion of the Corporate Conversion was not a “Change in Control” as defined in the Amended and Restated Change in Control Agreements entered into by Messrs. Lutnick and Merkel and the applicable Deeds of Adherence entered into by Mr. Windeatt. In connection with the Corporate Conversion, the Change in Control Agreements we entered into with Messrs. Lutnick and Merkel were assumed by BGC Group, with such modifications thereto as necessary to reflect the Corporate Conversion. Presently, upon the signing of any agreement that would result in a “Change in Control” (as defined in the Amended and Restated Change in Control Agreements entered into by Messrs. Lutnick and Merkel and the applicable Deeds of Adherence entered into by Mr. Windeatt), unless otherwise provided in the applicable award agreement, all stock options, RSUs, and other awards based on shares of the Company’s Class A Common Stock and Class B Common Stock, as well any associated Tax Accounts would vest in full and become immediately exercisable, as applicable. See “Executive Compensation — Potential Payments Upon Change in Control — Change in Control Agreements” and “Executive Compensation — Potential Payments Upon Change in Control — Employment Agreements and Deeds of Adherence” for more information.
2021 Actions Regarding Outstanding Awards
2021 Actions Regarding Outstanding Awards On February 22, 2021, the Compensation Committee approved the grant to Mr. Windeatt of 123,713 exchange rights with respect to 123,713 non-exchangeable LPUs that were previously granted to Mr. Windeatt on February 22, 2019. The resulting 123,713 exchangeable LPUs were immediately exchangeable by Mr. Windeatt for an aggregate of 123,713 shares of BGC Class A common stock. Additionally, the Compensation Committee approved the right to exchange for cash 28,477 non-exchangeable PLPUs held by Mr. Windeatt, for a payment of $178,266 for taxes when the LPU units were exchanged. Effective April 1, 2021, consistent with the schedule previously approved by the Compensation Committee, 100,000 BGC Holdings NLPUs and 45,454 Newmark Holdings NLPUs held by Mr. Windeatt were cancelled and replaced by 100,000 non-exchangeable BGC Holdings LPUs and 45,454 non-exchangeable Newmark Holdings LPUs. On April 8, 2021, the Compensation Committee approved the repurchase by the Company of the remaining 62,211 exchangeable BGC Holdings LPUs held by Mr. Windeatt that were granted exchangeability on March 2, 2020, at the price of $5.38, the closing price of Class A common stock on April 8, 2021. On April 8, 2021, the Compensation Committee also approved the repurchase by the Company on April 23, 2021 of 123,713 exchangeable BGC Holdings LPU-NEWs held by Mr. Windeatt at the price of $5.65, which was the closing price of our Class A common stock on April 23, 2021, and the redemption of 28,477 exchangeable BGC Holdings PLPU-NEWs held by Mr. Windeatt for $178,266, less applicable taxes and withholdings. On April 28, 2021, the Compensation Committee approved the repurchase by the Company on April 29, 2021 of 108,350 exchangeable BGC Holdings PSUs held by Mr. Merkel at the price of $5.29, which was the closing price of our Class A common stock on April 29, 2021, and the redemption of 101,358 exchangeable BGC Holdings PPSUs held by Mr. Merkel for $575,687 for tax purposes. On December 21, 2021, pursuant to the approval of the Compensation Committee: (i) 90,366 non-exchangeable BGC Holdings PSUs held by Mr. Merkel were redeemed for zero, and 90,366 shares of BGC Class A common stock were issued to Mr. Merkel, and (ii) 149,301 of Mr. Merkel’s non-exchangeable BGC Holdings PPSUs were redeemed for a cash payment of $555,990 for taxes. On December 21, 2021, Mr. Lutnick exercised his pre-existing conversion and redemption rights to (i) convert his 376,651 non-exchangeable PSU-Hs into 376,651 non-exchangeable BGC Holdings HDUs with a capital account of $2,339,000 and redeem his 463,969 non-exchangeable PPSU-Hs associated with such PSU-Hs for a tax payment of $2,661,000, and (ii) redeem his 425,766 exchangeable BGC Holdings PPSUs for a tax payment of $1,525,706. In addition to the foregoing, on December 21, 2021, Mr. Lutnick accepted and exercised certain of his monetization rights under the BGC standing policy, as described below. Pursuant to the Newmark Compensation Committee’s authorization on June 28, 2021, in connection with Mr. Lutnick’s participation in Newmark’s equity program in connection with his service to Newmark, the following BGC Holdings transactions occurred: (i) the exchange of 520,380 exchangeable BGC Holdings PSUs into 520,380 shares of BGC Class A common stock, and $1,525,705 paid to Mr. Lutnick pursuant to the redemption of his exchangeable BGC Holdings PPSUs; (ii) the redemption of 88,636 non-exchangeable BGC Holdings PSUs pursuant to Mr. Lutnick’s rights under his existing standing policy, and the issuance of 88,636 shares of BGC Class A common stock; and (iii) the conversion of 1,131,774 non-exchangeable BGC Holdings PSU-Hs into 1,131,774 non-exchangeable BGC Holdings HDUs and $7,983,000 paid to Mr. Lutnick pursuant to the redemption of Mr. Lutnick’s BGC Holdings PPSUs with H-Rights. On March 14, 2022, the Compensation Committee approved the conversion of Mr. Windeatt’s 183,370 non-exchangeable BGC Holdings NLPUs into 183,370 non-exchangeable BGC Holdings LPUs and 98,738 non-exchangeable BGC Holdings NPLPUs into 98,738 non-exchangeable BGC Holdings PLPUs with a determination amount of $2.84 per unit. On March 14, 2022, the Committee approved the conversion of twenty percent (20%) of Mr. Windeatt’s 458,425 NLPUs and 246,844 NPLPUs into non-exchangeable BGC Holdings LPUs and PLPUs for each of calendar years 2020 through 2025. As a result, because such award was included for calendar years 2020 and 2021, forty percent (40%) of such award was converted in 2022. Pursuant to the terms of the “NEW” awards previously approved by the Compensation Committee and issued to Mr. Windeatt in March 2020, Mr. Windeatt’s 135,514 non-exchangeable BGC Holdings LPU-NEWs and 27,826 non-exchangeable PLPU-NEWs (at the average determination price of $4.84 per unit) became exchangeable on March 2, 2022. On August 11, 2022, the Company repurchased 135,514 exchangeable BGC Holdings LPU-NEWs held by Mr. Windeatt at the price of $4.08 per unit, which was the closing price of our Class A common stock on August 11, 2022, and redeemed 27,826 exchangeable PLPU-NEWs held by Mr. Windeatt for $134,678, less applicable taxes and withholdings.
2023 Actions Regarding Outstanding Awards
2023 Actions Regarding Outstanding Awards On April 1, 2021, the Compensation Committee granted Mr. Windeatt 128,279 non-exchangeable BGC Holdings LPUs. Pursuant to the exchange rights schedule of the grant, on April 1, 2023, the 128,279 non-exchangeable BGC Holdings LPUs became immediately exchangeable. On June 8, 2023, the Company repurchased all of Mr. Windeatt’s 128,279 exchangeable BGC Holdings LPUs at a price of $4.79 per unit, which was the closing price of a share of our Class A common stock on June 8, 2023. On May 18, 2023, all of Messrs. Merkel’s and Lutnick’s BGC Holdings LPUs were redeemed or exchanged. See “— Standing Policy for Mr. Lutnick.” See “Historical Events and their Impact on Our Compensation — Compensation Actions Taken in Connection with the Corporate Conversion” and “— Standing Policy for Mr. Lutnick” for a discussion of the treatment of partnership unit awards held by our executive officers in connection with the Corporate Conversion. On July 10, 2023, the Compensation Committee approved accelerating the vesting of 720,509 of the Company’s RSUs held by Mr. Windeatt (calculated based upon the closing price of the Company’s Class A common stock on July 10, 2023 which was $4.45) and the vesting of $780,333 of the RSU Tax Account held by Mr. Windeatt. Such RSUs and RSU Tax Account amount vested on July 12, 2023, and the total value of this transaction was approximately $3,986,600.
BGC Group Standing Policy
BGC Group Standing Policy On July 1, 2023, in connection with the Corporate Conversion, the Board of Directors and Audit Committee of BGC Group approved the BGC Group standing policy, which provides Howard W. Lutnick the same right, subject to certain conditions, to accept or waive opportunities that have previously been offered, or that may be offered in the future, to any other BGC Group executive officer to participate in (i) any opportunity to monetize or otherwise provide liquidity with respect to some or all of his BGC Group equity awards, or to accelerate the lapse of or eliminate any restrictions on transferability with respect to shares of BGC Group Class A common stock, as well as (ii) any opportunity to change or modify the terms of any equity interest or awards of BGC Group. Under the policy, Mr. Lutnick shall be treated no less favorably than, and in proportion to, any other executive officer with respect to the change, right or modification of equity awards, which include but are not limited to, opportunities (i) to have stock, RSUs, restricted stock or other equity or similar grants or replaced by other stock or equity; (ii) to have stock awards, RSUs or equity received upon such replacement redeemed by BGC Group for cash; (iii) to accelerate the lapse of or eliminate any restrictions on transferability with respect to RSUs, restricted shares, equity grants or any similar stock or equity awards of Class A common stock; and (iv) to replace non-distributing equity units with distributing equity and replace any preferred equity with non-preferred equity. The policy may also include vesting or exchange of equity and the issuance of new shares, RSUs, RSAs, equity grants or any stock or equity awards. Under the policy, Mr. Lutnick shall have the right to accept or waive in advance some or all of the foregoing offers of opportunities that the Company may offer to any other executive officer. In each case, Mr. Lutnick’s right to accept or waive any opportunity offered to him to participate in any such opportunity shall be cumulative (and, accordingly, Mr. Lutnick would again have the right to accept or waive the opportunity to participate with respect to such portion previously waived if and when any additional opportunity is offered to any other executive officer) and shall be equal to the greatest percentage of shares of stock, RSUs, RSAs, equity grants or any similar stock or equity awards in BGC Group with respect to which any other executive officer has been or is offered with respect to all of such opportunities. This policy may result in grants to him of vesting or the issuance of new shares or units, equity awards or similar awards in BGC Group, or the acceleration of the lapse of restrictions on transferability of shares of stock, RSUs, restricted stock or other equity or similar interests owned by him if a future triggering event under the policy occurs. As of July 15, 2024, Mr. Lutnick’s balance under the standing policy was zero.
Historical BGC Partners Standing Policy prior to the Corporate Conversion
Historical BGC Partners Standing Policy prior to the Corporate Conversion In December 2010, as amended in 2013 and in 2017, the BGC Partners Audit Committee and Compensation Committee approved a standing policy that gave Mr. Lutnick the same right, subject to certain conditions, to accept or waive opportunities offered to other executive officers to monetize or otherwise provide liquidity with respect to some or all of their limited partnership units of BGC Holdings or to accelerate the lapse of or eliminate any restrictions on equity awards, and provided generally that Mr. Lutnick would be treated no less favorably than, and in proportion to, any other executive officer with respect to the change, right or modification of partnership or equity awards. The description of the standing policy prior to the Corporate Conversion was generally consistent with the existing policy except that it included partnership units, which are no longer outstanding following the Corporate Conversion. Mr. Lutnick historically has elected to waive his right to participate in most such opportunities under the standing policy. On April 8, 2021, under the BGC standing policy, our Compensation Committee granted exchange rights with respect to rights available to Mr. Lutnick. Mr. Lutnick elected to waive such rights one-time with such future opportunities to exchange to be cumulative. The number of Mr. Lutnick’s units for which he waived exchangeability was 9,918,304 non-exchangeable BGC Holdings PSUs/PSU-Hs and 2,221,289 non-exchangeable BGC Holdings PPSUs/PPSU-Hs with an aggregate determination amount of $15,166,255. The Compensation Committee’s approval of monetization of certain of Mr. Merkel’s non-exchangeable BGC holdings on December 21, 2021 as described above triggered Mr. Lutnick’s cumulative rights under the BGC standing policy. On December 21, 2021, Mr. Lutnick accepted and exercised his rights pursuant to the BGC standing policy for the following transactions only: (i) redemption of 1,486,003 non-exchangeable BGC Holdings PPSUs for a tax payment of $8,645,800, for which he had previously waived his right; (ii) redemption of 453,893 non-exchangeable BGC Holdings PPSUs for tax payment of $2,206,003, for which he received the right on December 21, 2021; and (iii) redemption of 2,011,731 non-exchangeable BGC Holdings PSUs for zero and delivery of 2,011,731 shares of BGC Class A common stock, based upon the closing BGC Class A common stock price of $4.57 per share, for which he had previously waived his right. Other than accepting the foregoing, Mr. Lutnick elected to waive his rights under the BGC standing policy one-time, with such future opportunities to exercise his rights to be cumulative, with respect to 7,392,805 non-exchangeable BGC Holdings PSUs. On March 14, 2022, pursuant to the terms of the “NEW” awards previously approved by our Compensation Committee and issued to Mr. Windeatt effective March 2, 2020, such “NEW” awards became exchangeable which triggered Mr. Lutnick’s right under the standing policy. Mr. Lutnick elected to waive such rights one-time with such future opportunities to exchange to be cumulative. The number of Mr. Lutnick’s units for which he waived exchangeability was 7,616,800 non-exchangeable BGC Holdings PSUs, which was also the balance as of December 31, 2022. In connection with the Corporate Conversion, on May 18, 2023 the BGC Partners Compensation Committee approved the redemption of all of the non-exchangeable BGC Holdings units held by Mr. Stephen Merkel at that time. On May 18, 2023, Mr. Merkel’s 148,146 NPSU-CVs, 33,585 PSU-CVs, and 74,896 PSUs were redeemed for zero and an aggregate of 256,627 shares of Class A common stock were granted to Mr. Merkel, and 148,146 NPPSU-CVs with a total determination amount of $681,250 and 33,585 PPSU-CVs with a total determination amount of $162,500 were redeemed for an aggregate cash payment of $843,750. After deduction of shares of BGC Partners Class A common stock to satisfy applicable tax withholding through the surrender of shares of BGC Partners Class A common stock valued at $4.61 per share, Mr. Merkel received 196,525 net shares of Class A common stock Since Mr. Lutnick had previously repeatedly waived his rights under the standing policy, as of May 18, 2023 his rights had accumulated for 7,879,736 non-exchangeable PSUs, and 103,763 non-exchangeable PPSUs with a determination amount of $474,195. Due to the May 18, 2023 monetization of all of Mr. Merkel’s then-remaining non-exchangeable BGC Holdings units, on such date Mr. Lutnick received additional incremental monetization rights for his then-remaining 3,452,991 non-exchangeable PSUs, and 1,348,042 non-exchangeable PPSUs with a determination amount of $6,175,805. In connection with the Corporate Conversion and, as a result of the monetization event for Mr. Merkel, on May 18, 2023 Mr. Lutnick elected to exercise in full his monetization rights under the standing policy, which he had previously waived in prior years. All of the non-exchangeable BGC Holdings units that Mr. Lutnick held at that time were monetized as follows: 11,332,727 PSUs were redeemed for zero and 11,332,727 shares of Class A common stock were granted to Mr. Lutnick, and 1,451,805 PPSUs with an aggregate determination amount of $6,650,000 were redeemed for an aggregate cash payment of $6,650,000. After deduction of applicable tax withholding through the surrender of shares of BGC Partners Class A common stock valued at $4.61 per share, Mr. Lutnick received 5,710,534 net shares of Class A common stock. On May 18, 2023, Mr. Lutnick also exchanged his then-remaining 520,380 exchangeable PSUs for 520,380 shares of Class A common stock. After deduction of applicable tax withholding through the surrender of shares of BGC Partners Class A common stock valued at $4.61 per share, Mr. Lutnick received 232,610 net shares of Class A common stock. In addition, on May 18, 2023, Mr. Lutnick’s then-remaining 1,474,930 non-exchangeable HDUs were redeemed for a cash capital account payment of $9,148,000, $2.1 million of which was paid by BGC Partners with the remainder paid by Newmark Group, Inc. As a result of the various transactions on May 18, 2023 described above, on May 18, 2023, Mr. Lutnick no longer held any limited partnership units of BGC Holdings.
Pension Benefits
Pension Benefits We do not currently provide pension arrangements or post-retirement health coverage for our employees in the U.S., although we may consider such benefits in the future. For our employees in the U.K., other than executives who are members of the U.K. Partnership, we provide a pension arrangement as required by law.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation We do not provide any nonqualified deferred compensation plans to our employees, although we may consider such benefits in the future.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| (a) Name and Principal Position | (b) Year | (c) Salary ($) | (d) Bonus ($) | (e) Equity Awards (Related to Prior Periods) ($)(1)(2) | (f) Option Awards ($) | (g) Non-Equity Incentive Plan Compensation ($)(3) | (h) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (i) All Other Compensation ($)(4) | (j) Total ($) | | Howard W. Lutnick, | 2023 | 1,000,000 | — | 2,044,535 | — | 14,000,000 | — | — | 17,044,535 | | Chairman of the Board of Directors and Chief Executive Officer | 2022 | 1,000,000 | — | — | — | 12,000,000 | — | — | 13,000,000 | | | 2021 | 1,000,000 | — | 7,831,243 | — | 11,000,000 | — | — | 19,831,243 | | Stephen M. Merkel, | 2023 | 1,000,000 | — | — | — | 1,300,000 | — | — | 2,300,000 | | Executive Vice President and General Counsel | 2022 | 1,000,000 | — | — | — | 1,000,000 | — | — | 2,000,000 | | | 2021 | 1,000,000 | — | — | — | 750,000 | — | — | 1,750,000 | | Sean A. Windeatt, | 2023 | 896,630 | — | 1,220,725 | — | 2,251,822(6) | — | 420,002 | 4,789,179 | | Chief Operating Officer(5) | 2022 | 745,920 | — | — | — | 2,113,440 | — | — | 2,859,360 | | | 2021 | 782,880 | — | 334,695 | — | 1,565,760 | — | — | 2,683,335 | | Jason W. Hauf | 2023 | 700,000 | — | — | — | 650,000 | — | — | 1,350,000 | | Chief Financial Officer(7) | 2022 | 344,083 | — | — | — | 650,000 | — | — | 994,083 |
Summary Compensation Table
____________ (1) Column (e) does not include units, or the monetization thereof, that have previously appeared in prior years and were reflected in column (g) of the table for each of those prior years at their full notional dollar values. Accordingly, the subsequent monetization of these units previously reported at full notional value does not appear again in column (e). See “Historical Events and their Impact on Our Compensation — Compensation Actions Taken in Connection with the Corporate Conversion,” “Compensation Discussion and Analysis — Standing Policy for Mr. Lutnick,” “Compensation Discussion and Analysis — 2021 Actions Regarding Outstanding Awards,” “Compensation Discussion and Analysis — 2022 Actions Regarding Outstanding Awards” and “Compensation Discussion and Analysis — 2023 Actions Regarding Outstanding Awards” for a discussion of the monetization events relating to these previously reported units. (2) The 2023 amount of $2,044,535 under column (e) for Mr. Lutnick represents the aggregate fair value of the redemption of 443,500 BGC Holdings PSUs for zero and the issuance of 443,500 shares of BGC Class A Common stock at $4.61 per share as a result of the May 18, 2023 exercise of Mr. Lutnick’s monetization rights under the standing policy. These 443,500 BGC Holdings PSUs were issued to Mr. Lutnick in connection with the monetization of long-term incentive awards originally issued to Mr. Lutnick in 2019 in the form of NPSUs, which were not previously included in column (g) at full notional value. They were included in the 11,332,727 BGC Holdings PSUs which were redeemed for zero and the 11,332,727 shares of BGC Class A Common Stock issued on May 18, 2023. The remaining 10,889,227 BGC Holdings PSUs which were redeemed had been issued to Mr. Lutnick in connection with previous year-end compensation grants under the BGC Incentive Plan and were previously included under column (g) at full notional value for the applicable period. See “Compensation Discussion and Analysis — Standing Policy for Mr. Lutnick” for more information on the standing policy. The 2023 amount of $1,220,725 under column (e) for Mr. Windeatt represents the fair value of $1,218,494 of 275,055 RSUs issued to Mr. Windeatt on July 1, 2023 in connection with the Corporate Conversion and the incremental value of $2,231 in connection with their vesting on July 12, 2023. These RSUs were issued to Mr. Windeatt in exchange for certain long-term incentive awards in the form of former NLPUs granted to Mr. Windeatt in 2021, which were not previously included in column (g) at full notional value and converted into RSUs in connection with the Corporate Conversion. Column (e) does not include the other RSUs and/or RSAs issued to Messrs. Windeatt and Hauf in connection with the Corporate Conversion because they were issued in substitution of long-term incentive awards previously included in column (g) at full notional value. See “Historical Events and their Impact on Our Compensation — Compensation Actions Taken in Connection with the Corporate Conversion” for more information. The 2021 amount under column (e) for Mr. Lutnick of $7,831,243 represents: (i) the aggregate fair value of the redemption of 1,713,620 BGC Holdings PSUs for zero; and (ii) the issuance of 1,713,620 shares of BGC Class A common stock at $4.57 per share. These shares were issued to Mr. Lutnick in connection with his December 2021 monetization of long-term incentive awards originally issued to Mr. Lutnick in 2016 in the form of NPSUs, which were not previously included in column (g) at full notional value. Mr. Lutnick has not sold these shares. The 2021 amount in column (e) for Mr. Windeatt of $334,695 represents the fair value of 62,211 exchangeable BGC Holdings LPUs held by Mr. Windeatt, repurchased by the Company at a price of $5.38 per unit, for an aggregate of $334,695. These LPUs were granted to Mr. Windeatt in exchange for certain long-term incentive awards in the form of NLPUs granted to Mr. Windeatt in 2017, which were not previously included in column (g) at full notional value. (3) The amounts in column (g) reflect the bonus awards to the named executive officers under our Incentive Plan. The awards represented in column (g) for 2023 were approved on March 7, 2024 with additional adjustments to Mr. Merkel’s award approved on March 22, 2024. The approval and issuance of the equity portions of the awards were effective April 1, 2024, reflecting a stock price of $8.43 per share. The awards represented in column (g) for 2022 were made on April 18, 2023 and reflected a stock price of $4.59 per share. The awards represented in column (g) for 2021 for Mr. Lutnick were made on December 21, 2021 and reflected a stock price of $4.57 per share, and for Mr. Merkel and Mr. Windeatt, the awards represented in column (g) for 2021 were made on March 14, 2022 and reflected a stock price of $4.33 per share. For 2023, Mr. Lutnick’s Incentive Plan bonus for BGC was $14,000,000 paid $3,000,000 in cash and $11,000,000 in a grant of 1,304,864 RSUs which vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is still substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs; Mr. Merkel’s Incentive Plan bonus for BGC was $1,300,000 paid $650,000 in cash and $650,000 in a grant of 77,106 RSUs which vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is still substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs; Mr. Windeatt’s Incentive Bonus Plan bonus was $2,251,822 (£1,758,000) paid $640,450 (£500,000) in cash and a total of $1,611,372 (£1,258,000) in two grants of RSUs and RSUs-LLP as follows: (i) 60,095 RSUs which vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is still substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs; and (ii) 131,053 RSUs-LLP which vest April 1, 2027 provided he still remains a member in good standing of the U.K. Partnership on the vesting date and has complied at all times with his then-current Deed of Adherence with the U.K. Partnership and all other agreements with BGC and its affiliates, that U.K. Partnership senior management has reasonably determined that he has at all times satisfactorily performed his duties for the U.K. Partnership, taking into account, inter alia, as applicable, his performance evaluation(s) and adherence to regulatory obligations, compliance requirements, and applicable laws, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs; Mr. Hauf’s Incentive Plan bonus for BGC was $650,000 paid $312,500 in cash and $337,500 in a grant of 40,036 RSUs which vest ratably one-fifth (1/5th) on each of the first (1st) through fifth (5th) anniversaries of the grant date provided he is still substantially providing services to BGC on each vesting date, and contingent upon BGC and its affiliates generating at least $5 million in revenue for the quarter in which the vesting occurs.
Summary Compensation Table
For 2022, Mr. Lutnick’s Incentive Plan bonus for BGC was $12,000,000 paid $2,000,000 in cash and $10,000,000 in a partnership award represented by 1,416,122 non-exchangeable BGC Holdings PSUs and 762,527 non-exchangeable BGC Holdings PPSUs at $4.59 per unit; Mr. Merkel’s Incentive Plan bonus was $1,00,000 paid $500,000 in cash and $500,000 in a partnership award represented by 54,466 non-exchangeable BGC Holdings NPSU-CVs and 54,466 non-exchangeable BGC Holdings NPPSU-CVs at $4.59 per unit; Mr. Windeatt’s Incentive Plan bonus was $2,113,440 (£1,700,000) paid $310,800 (£250,000) in cash and $1,439,626 (£1,158,000) in the form of 40,625 non-exchangeable BGC Holdings NLPU-CVs and 36,026 non-exchangeable BGC Holdings NPLPU-CVs at $4.59 per unit, as well as 154,046 non-exchangeable BGC Holdings LPU-NEWs and 82,948 BGC Holdings PLPU-NEWs at $4.59 per unit, which were scheduled to have certain exchange rights beginning April 1, 2025 upon certain conditions, and $363,014 (£292,000) attributed to Mr. Windeatt’s previously issued BGC Holdings NLPU/NPLPU award effective January 1, 2021 based upon the expectation of including $400,000 of the January 1, 2021 award as part of Mr. Windeatt’s annual compensation for calendar years 2020 through 2024; and Mr. Hauf’s Incentive Plan bonus was $650,000 paid $337,500 in cash and $62,500 in a partnership award represented by 6,808 non-exchangeable BGC Holdings NPSU-CVs and 6,808 non-exchangeable BGC Holdings NPPSU-CVs at $4.59 per unit and $250,000 attributed to Mr. Hauf’s previously issued BGC Holdings PSUs/PPSUs award effective July 1, 2022 in connection with Mr. Hauf’s sign-on bonus. For 2021, Mr. Lutnick’s Incentive Plan bonus for BGC was $11,000,000 paid $2,000,000 in cash and $9,000,000 in a partnership award represented by 1,280,088 non-exchangeable BGC Holdings PSUs and 689,278 non-exchangeable BGC Holdings PPSUs at $4.57 per unit; Mr. Merkel’s Incentive Plan bonus was $750,000 paid $0 in cash and $750,000 in a partnership award represented by 86,605 non-exchangeable BGC Holdings NPSU-CVs and 86,605 non-exchangeable BGC Holdings NPPSU-CVs at $4.33 per unit; and Mr. Windeatt’s Incentive Plan bonus was $1,565,760 (£1,200,000) paid $287,056 (£220,000) in cash and $1,278,704 (£688,000) in the form of 25,234 non-exchangeable BGC Holdings NLPU-CVs and 22,378 non-exchangeable BGC Holdings NPLPU-CVs at $4.33 per unit, as well as 103,812 non-exchangeable BGC Holdings LPU-NEWs and 55,899 BGC Holdings PLPU-NEWs at $4.33 per unit, which were scheduled to have certain exchange rights beginning March 14, 2024 upon certain conditions and $381,002 (£292,000) attributed to Mr. Windeatt’s previously issued BGC Holdings NLPU/NPLPU award effective January 1, 2021 based upon the expectation of including $400,000 of the January 1, 2021 award as part of Mr. Windeatt’s annual compensation for calendar years 2020 through 2024. (4) The 2023 amount of $420,002 under column (i) for Mr. Windeatt represents value of the RSU Tax Account granted to Mr. Windeatt on July 1, 2023, which vested on July 12, 2023 in connection with the accelerated vesting of the associated RSUs. The RSU Tax Account was granted to Mr. Windeatt in exchange for certain long-term incentive awards in the form of former NPLPUs granted to Mr. Windeatt in 2021, which were not previously included in column (g) at full notional value and were substituted with RSU Tax Accounts in connection with the Corporate Conversion. (5) For 2023, Mr. Windeatt’s base salary was £700,000 and the $896,630 base salary reflected in the table was calculated using an exchange rate of 1.2809 which was the exchange rate in effect as of March 7, 2024. For 2022, Mr. Windeatt’s base salary was £600,000 and the $745,920 base salary reflected in the table was calculated using an exchange rate of 1.2432, which was the exchange rate in effect as of April 18, 2023. For 2021, Mr. Windeatt’s base salary was £600,000, and the $782,880 base salary reflected in the table was calculated using an exchange rate of 1.30, which was the exchange rate in effect as of March 14, 2022. (6) The amount reflected in column (g) for Mr. Windeatt excludes $374,023 (£292,000) that the Compensation Committee attributed to compensation year 2023 when determining Mr. Windeatt’s compensation. Effective January 1, 2021, the Compensation Committee awarded 458,425 NLPUs and 246,844 NPLPUs to Mr. Windeatt, with the expectation of attributing twenty percent (20%) of such award, valued at £292,000, to compensation for each of 2020, 2021, 2022, 2023 and 2024. The units were converted into RSUs and RSU Tax Accounts in the Corporate Conversion, and the RSUs that were not previously reported in column (g) (RSUs that Mr. Windeatt received in substitution of units that the Compensation Committee attributed to compensation for fiscal years 2023 and 2024) are included in column (e) for 2023. (7) Mr. Hauf started as Chief Financial Officer of the Company on June 6, 2022. The amount reflected in column (c) for Mr. Hauf for 2022 is Mr. Hauf’s actual (not annualized) paid amount.
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table shows all grants of plan-based awards to the named executive officers in 2023:
Grants of Plan-Based Awards
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Name | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Grant Awards: Number of Shares of Stock or Units (#)(2)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(2)(3) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($)(1) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Howard W. Lutnick | — | — | — | 25,000,000 | — | — | — | 443,500 | — | — | 2,044,535 | | Stephen M. Merkel | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | Sean A. Windeatt | — | — | — | 25,000,000 | — | — | — | — | — | — | — | | | 7/1/23 | — | — | — | — | — | — | 275,055 | — | — | 1,218,494 | | | 7/10/23 | — | — | — | — | — | — | 275,055 | — | — | 2,231 | | Jason W. Hauf | — | — | — | 25,000,000 | — | — | — | — | — | — | — |
Grants of Plan-Based Awards
____________ (1) The amounts in column (e) reflect the maximum possible individual payment under our Incentive Plan. During 2023, there were no specific minimum and target levels under the Incentive Plan. The $25,000,000 maximum amount was the maximum annual amount available for payment to any one executive officer under the Incentive Plan for 2023, and our Compensation Committee retained negative discretion to award less than this amount. Actual amounts paid to each named executive officer for 2023 are set forth in column (g) of the Summary Compensation Table. (2) For Mr. Lutnick, the fair value of $2,044,535 represents the aggregate fair value of the May 18, 2023 (i) redemption of 443,500 BGC Holdings PSUs for zero; and (ii) issuance of 443,500 shares of BGC Class A common stock at $4.61 per share. For Mr. Windeatt, the fair value of $1,218,494 represents the fair value of 275,055 RSUs issued to Mr. Windeatt on July 1, 2023; and the fair value of $2,231 represents the incremental value of the modification of the 275,055 RSUs to accelerate their vesting from July 1, 2033 to July 12, 2023. (3) Columns (i) and (l) do not reflect transactions relating to Incentive Plan awards that were previously reported in column (g) of the Summary Compensation Table at full notional value.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End None of the named executive officers held any unexercised options as of December 31, 2023. The following table shows all equity awards for services to the registrant held by each of the named executive officers as of December 31, 2023:
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | | (a) Name | (b) Number of Securities Underlying Unexercised Options/ (#) | (c) Number of Securities Underlying Unexercised Options/ (#) | (d) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | (e) Option Exercise Price ($)(1) | (f) Option Expiration Date | (g) Number of Shares of Stock That Have Not Vested (#)(1) | (h) Market Value of Shares of Stock That Have Not Vested(1) | (i) Equity Incentive Plan Awards: Number of Unearned Shares, or Other Rights That Have Not Vested (#) | (j) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, or Other Rights That Have Not Vested ($) | | Howard W. Lutnick | — | — | — | — | — | 1,304,864 | $9,421,118 | — | — | | Stephen M. Merkel | — | — | — | — | — | 77,106 | $556,705 | — | — | | Sean A. Windeatt | — | — | — | — | — | 60,095 | $433,886 | — | — | | | — | — | — | — | — | 398,439 | $2,876,730 | — | — | | | — | — | — | — | — | 131,053 | $946,203 | — | — | | | — | — | — | — | — | 210,037 | $1,516,467 | — | — | | Jason Hauf | — | — | — | — | — | 40,036 | $289,060 | — | — | | | — | — | — | — | — | 43,900 | $316,958 | — | — |
Outstanding Equity Awards at Fiscal Year End
____________ (1) The number in column (g) for Mr. Lutnick represents the number of RSUs granted to Mr. Lutnick in connection with the 2023 year-end compensation which were approved by the Compensation Committee on March 7, 2024, with such approval and issuance of the RSUs effective April 1, 2024. These 1,304,864 RSUs would have had an aggregate market value of $9,421,118 as of December 31, 2023, based on the closing price of our Class A common stock of $7.22 on December 29, 2023. The number in column (g) for Mr. Merkel represents the number of RSUs granted to Mr. Merkel in connection with the 2023 year-end compensation which were approved by the Compensation Committee on March 7, 2024 with additional adjustments approved by the Compensation Committee on March 22, 2024, and with such approval and issuance of the RSUs effective April 1, 2024. These 77,106 RSUs would have had an aggregate market value of $556,705 as of December 31, 2023, based on the closing price of our Class A common stock of $7.22 on December 29, 2023. For Mr. Windeatt, the numbers in column (g) represent the following: (1) 60,095 RSUs granted to Mr. Windeatt in connection with the 2023 year-end compensation which were approved by the Compensation Committee on March 7, 2024, with such approval and issuance of the RSUs effective April 1, 2024. These 60,095 RSUs would have had an aggregate market value of $433,886 as of December 31, 2023, based on the closing price of our Class A common stock of $7.22 on December 29, 2023; (2) 398,439 RSAs issued to Mr. Windeatt in connection with the Corporate Conversion related to the conversion of certain former units of BGC Holdings held by Mr. Windeatt immediately prior to the Corporate Conversion. These RSAs would have had an aggregate value of $2,876,730 as of December 31, 2023, based on the closing price of our Class A common stock of $7.22 on December 29, 2023; (3) 131,053 RSUs-LLP granted to Mr. Windeatt in connection with the 2023 year-end compensation were approved by the Compensation Committee on March 7, 2024 and issued on April 1, 2024. These 131,053 RSUs-LLP would have had an aggregate market value of $946,203 as of December 31, 2023, based on the closing price of our Class A common stock of $7.22 on December 29, 2023; and (4) 210,037 RSUs issued to Mr. Windeatt in connection with the Corporate Conversion related to the conversion of certain former units of BGC Holdings held by Mr. Windeatt immediately prior to the Corporate Conversion. These RSUs would have had an aggregate value of $1,516,467 as of December 31, 2023, based on the closing price of our Class A common stock of $7.22 on December 29, 2023. For Mr. Hauf, the numbers in column (g) represent the following: (1) 40,036 RSUs granted to Mr. Hauf in connection with the 2023 year-end compensation which were approved by the Compensation Committee on March 7, 2024, with such approval and issuance of the RSUs effective April 1, 2024. These 40,036 RSUs would have had an aggregate market value of $289,060 as of December 31, 2023, based on the closing price of our Class A common stock of $7.22 on December 29, 2023; and (2) 43,900 RSUs issued to Mr. Hauf in connection with the Corporate Conversion related to the conversion of the units of BGC Holdings held by Mr. Hauf immediately prior to the Corporate Conversion. These 43,900 RSUs would have had an aggregate market value of $316,958 as of December 31, 2023, based on the closing price of our Class A common stock of $7.22 on December 29, 2023.
Option Exercises and Stock Vested
Option Exercises and Stock Vested During 2023, BGC had no outstanding stock options and no options were exercised by any of the named executive officers. During 2023, the vesting of certain RSUs held by Mr. Windeatt was accelerated, as detailed in the following table:
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | (a) Name | (b) Number of shares acquired on exercise | (c) Value realized on exercise ($) | (d) Number of shares acquired on vesting | (e) Value realized on vesting ($)(1) | | Sean Windeatt | — | — | 720,509 | $3,206,265 |
Option Exercises and Stock Vested
____________ (1) Represents the fair market value of Mr. Windeatt’s 720,509 shares of Class A Common stock that vested on July 12, 2023 calculated based upon the closing price of the Company’s Class A common stock on July 10, 2023, which was $4.45. See “— Employment Agreements and Deeds of Adherence — Sean A. Windeatt Agreements” for more information on this transaction.
Potential Payments upon Change in Control
Potential Payments upon Change in Control The following table provides information regarding the estimated amounts payable to the named executive officers listed below, upon either termination or continued employment if such change in control had occurred on December 31, 2023 under their change in control and other agreements, described below, in effect on December 31, 2023. The amounts are determined, where applicable, using the $7.22 closing market price of our Class A common stock as of December 31, 2023 in accordance with SEC rules. All amounts, including estimated vesting of equity compensation and tax gross-up payments, are subject to the specific terms and conditions set forth in the applicable change of control or other agreements and applicable law. Terms used below are as defined in the applicable agreement.
Potential Payments upon Change in Control
| Name | Base Salary ($) | Bonus ($) | Vesting of Equity Compensation ($)(1) | Consultancy Fees ($)(2) | Welfare Benefit Continuation ($) | Tax Gross-Up Payment ($)(3) | Total ($) | | Howard W. Lutnick | | | | | | | | | Termination of Employment by Mr. Lutnick | 2,000,000 | 28,000,000 | — | — | 125,697 | — | 30,125,697 | | Extension of Employment | 1,000,000 | 14,000,000 | — | — | 125,697 | — | 15,125,697 | | Termination of Employment by the Company within 3 years | 1,000,000 | 14,000,000 | — | — | — | — | 15,000,000 | | Stephen M. Merkel | | | | | | | | | Termination of Employment by Mr. Merkel | 2,000,000 | 2,600,000 | — | — | 110,289 | — | 4,710,289 | | Extension of Employment | 1,000,000 | 1,300,000 | — | — | 110,289 | — | 2,410,289 | | Termination of Employment by the Company within 3 years | 1,000,000 | 1,000,000 | — | — | — | — | 2,000,000 | | Sean A. Windeatt(4) | | | | | | | | | Termination of Employment | 1,793,260 | 5,251,690 | 8,472,980 | 256,180 | 16,940 | — | 15,791,050 | | Extension of Employment | 896,630 | 2,251,822 | 8,472,980 | — | — | — | 11,621,432 | | Termination of Employment not in connection with a Change in Control | — | — | — | 256,180 | — | — | 256,180 |
Potential Payments upon Change in Control
____________ (1) At December 31, 2023, immediately prior to a Change in Control of the Company, with respect to Messrs. Lutnick and Merkel, and upon a Change of Control in the Company, with respect to Mr. Windeatt, unless otherwise provided in the applicable award agreement, all stock options, RSUs, and other awards based on shares of the Company’s Class A Common Stock and Class B Common Stock, as well any associated RSU Tax Accounts would have vested in full and become immediately exercisable, as applicable. At December 31, 2023, Messrs. Lutnick and Merkel did not hold any such awards. At December 31, 2023, Mr. Windeatt held (i) 398,439 RSAs, (ii) 210,037 RSUs and (iii) $512,242 in RSU Tax Accounts. Based on the closing price of the BGC Class A common stock of $7.22 on December 30, 2023, the aggregate value of the shares and cash underlying such grants for Mr. Windeatt would have been $4,905,439. With respect to a number of the non-exchangeable BGC Holdings PSUs, non-exchangeable BGC Holdings PPSUs, non-exchangeable BGC Holdings NPSUs, non-exchangeable BGC Holdings LPUs and/or non-exchangeable BGC Holdings PLPUs issued prior to December 13, 2017, the ratable portion of the remaining Newmark Holdings units held by Mr. Windeatt in association with the foregoing units would be granted exchangeability into shares of Newmark Group, Inc. Class A common stock or cash if such units cannot be exchanged into such shares. Based upon Mr. Windeatt’s remaining holdings as of December 31, 2023, this would include 325,127 non-exchangeable Newmark Holdings LPUs (which, at the December 31, 2023 Newmark Class A common stock price of $10.96 as adjusted by an exchange ratio of 0.9231, had a value of $3,289,367), and 30,285 PLPUs with a determination amount of $278,174. BGC would have borne the expense of the above Newmark Holdings transactions if they had occurred. The units exclude any units subject to redemption for zero or for cash in accordance with applicable agreements. See “— Change in Control Agreements” below. (2) Mr. Windeatt is entitled to receive consulting fees in the event of a termination of his membership in the U.K. Partnership as described below. (3) Mr. Lutnick is also entitled to a tax gross-up for excess parachute payments, if any, that would be due in respect of the impact a change in control would have on certain of his outstanding equity awards as stated in footnote (1). There is no aggregate tax-gross up payment upon either a termination of employment, or upon an extension of employment, in connection with a Change in Control due when calculated based upon the equity compensation in footnote (1), base salary, bonus, and welfare benefit continuation as of December 31, 2023. Mr. Merkel is also entitled to a tax gross-up for excess parachute payments, if any, that would be due in respect of the impact a change in control would have on certain of his outstanding equity awards as stated in footnote (1). There is no aggregate tax-gross up payment upon either a termination of employment, or upon an extension of employment, in connection with a change of control due when calculated based upon the equity compensation in footnote (1), base salary, bonus, and welfare benefit continuation as of December 31, 2023. (4) For 2023, Mr. Windeatt received £700,000 in salary and his bonus was £1,758,000. The $896,630 salary and $2,251,822 bonus reflected in the table were calculated using an exchange rate of 1.2809, the exchange rate in effect as of March 7, 2024. In addition, in the event that Mr. Windeatt remains a member in the U.K. Partnership on the second anniversary of the change of control as described below, Mr. Windeatt will receive an additional payment equal to the payment he received at the time of the change of control.
2023 CEO Pay Ratio
2023 CEO Pay Ratio The following information contains the relationship of the median annual total compensation of employees and independent contractors and brokers of BGC and its subsidiaries to the annual total compensation of Mr. Lutnick, the Chief Executive Officer and Chairman of the Board of Directors. For 2023, we used the same median employee we used in 2022 as permitted by the SEC. Our median employee was a Production Support staff member in the United Kingdom. There has been no change in organizational structure, employee demographics or any employee compensation arrangements that would significantly affect our ability to use the previously identified median employee for this disclosure. The pay ratio for the annual total compensation of the median employee to the CEO was calculated for the 2023 fiscal year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K and the pay ratio was determined to be as follows: • the annual total compensation of the median employee of the Company (other than the CEO) was $145,327; • the annual total compensation of the CEO, as reported in the Summary Compensation Table, was $17,044,535; and • the ratio of the annual total compensation of the CEO to the median employee of the Company was approximately 117 to 1.
Pay Versus Performance
Pay Versus Performance We are required by SEC rules to disclose information regarding the relationship between compensation actually paid to our named executive officers (“NEOs”), including Howard W. Lutnick, our principal executive officer (“PEO”) and the NEOs listed in the following table other than the PEO (the “non-PEO NEOs”), and the financial performance of the Company. The following table sets forth additional compensation information for Howard W. Lutnick, our CEO, who serves as PEO, and the non-PEO NEOs, along with total stockholder return (“TSR”), net income, and the “Company Selected Measure,” which we have selected as Total Revenues, each for fiscal years 2020, 2021, 2022 and 2023. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Footnote 5 below sets forth the adjustments from the Total Compensation for the PEO and Average Total Compensation for the non-PEO NEOs reported in the Summary Compensation Table to arrive at the values presented for compensation actually paid for each of the fiscal years shown.
Pay Versus Performance
| Year (a) | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(5) | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-PEO NEOs(2)(5) | Value of Initial Fixed $100 | | | Total Revenue (in thousands)(4) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (in thousands) | | | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $17,044,535 | $17,129,973 | $2,813,060 | $2,875,959 | $129.49 | $84.99 | $38,775 | $2,025,401 | | 2022 | $13,000,000 | $13,098,272 | $1,677,060 | $1,742,607 | $67.10 | $66.34 | $58,867 | $1,795,302 | | 2021 | $19,831,245 | $19,926,553 | $2,144,445 | $2,189,041 | $81.89 | $62.03 | $153,488 | $2,015,364 | | 2020 | $12,000,000 | $12,156,610 | $2,847,239 | $2,906,417 | $69.88 | $76.07 | $50,918 | $2,056,761 |
Pay Versus Performance
____________ (1) The PEO was Mr. Lutnick during all periods presented. (2) The non-PEO NEOs in fiscal year 2023 consisted of Messrs. Merkel, Windeatt, and Hauf. The non-PEO NEOs in fiscal year 2022 consisted of Messrs. Merkel, Windeatt, Hauf and Bisgay. Mr. Bisgay served as Chief Financial Officer of the Company until June 6, 2022, and Mr. Hauf began serving as Chief Financial Officer on that date. When calculating the average compensation for the non-PEO NEOs in fiscal year 2022, each of Messrs. Bisgay and Hauf are included in the denominator of such calculation. The non-PEO NEOs in fiscal year 2021 consisted of Messrs. Merkel, Windeatt, and Bisgay, who each served for the entirety of the year. The non-PEO NEOs in fiscal year 2020 consisted of Messrs. Merkel, Windeatt, Bisgay, and Lynn. Mr. Lynn served as President of the Company until October 1, 2020, when he became Vice Chairman of the Company and no longer served as an executive officer. Accordingly, when calculating the average compensation for the non-PEO NEOs in fiscal year 2020, Mr. Lynn’s compensation for the entire year is included, as he continued his service to the Company after ceasing to be an executive officer. When calculating Mr. Windeatt’s portion of the average compensation for the non-PEO NEOs for each fiscal year, his portion was calculated using the applicable exchange rate as set forth in the notes to the Summary Compensation Table. (3) The peer group consists of Compagnie Financière Tradition SA and TP ICAP plc. The returns of the peer group companies have been weighted according to their U.S. dollar stock market capitalization for purposes of arriving at a peer group average. TSR is calculated as the cumulative total stockholder return, on a gross dividend reinvestment basis, of $100 invested in shares of each of the Company and the peer group on December 31, 2019. (4) The Company selected Total Revenues to be the most important financial performance measure that is not otherwise required to be disclosed in the table above used by the Company to link compensation actually paid to its NEOs for the most recently completed fiscal year to its performance. While Total Revenues was chosen for this table, our executive compensation programs use a balanced portfolio of measures to drive short and long-term objectives aligned with our strategy and shareholder interests as further described in our Compensation Discussion and Analysis above. (5) For each year, “Compensation Actually Paid to PEO” in column (c) and “Average Compensation Actually Paid to Non-PEO NEOs” in column (e) reflect the following adjustments from Total Compensation amounts reported in the Summary Compensation Table (all amounts are averages for the non-PEO NEOs). As described in the footnotes to the Summary Compensation Table, these adjustments do not include reflect awards that were the subject of dollar-denominated awards under the Incentive Plan included in column (g) of the Summary Compensation Table at full notional value and not subsequently reportable as “Equity Awards.”
Pay Versus Performance
| Adjustments to Determine Compensation Actually Paid to PEO | 2023 | 2022 | 2021 | 2020 | | Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | | Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | | Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table | $(2,044,535) | — | $(7,831,243) | — | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | — | — | | Increase for fair value of stock and option awards granted during year that are outstanding and unvested as of year-end | — | — | — | — | | Increase/deduction for change in fair value as of year-end (from prior year-end) of stock and option awards granted in any prior year that were outstanding and unvested as of year-end | — | — | — | — | | Increase for fair value as of vesting date of stock and option awards granted and vested in the same year | $2,044,535 | — | $7,831,243 | — | | Increase/deduction for change in fair value as of vesting date (from prior year-end) of stock and option awards granted in any prior year for which all vesting conditions were satisfied during year or at year-end | — | — | — | — | | Deduction for fair value as of prior year-end of stock and option awards granted in any prior year that were forfeited during year | — | — | — | — | | Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year | $85,438 | $98,272 | $95,308 | $156,610 | | Total Adjustments | $85,438 | $98,272 | $95,308 | $156,610 |
Pay Versus Performance
| Adjustments to Determine Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Deduction for change in actuarial present value of accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | | Increase for aggregate of service cost and prior service cost for all defined benefit and actuarial pension plans reported in the Summary Compensation Table | — | — | — | — | | Deduction for amounts reported under the “Equity Awards” column in the Summary Compensation Table | $(406,908) | — | $(111,565) | $(418,239) | | Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table | — | — | — | — | | Increase for fair value of stock and option awards granted during year that are outstanding and unvested as of year-end | — | — | — | — | | Increase/deduction for change in fair value as of year-end (from prior year-end) of stock and option awards granted in any prior year that were outstanding and unvested as of year-end | — | — | — | — | | Increase for fair value as of vesting date of stock and option awards granted and vested in the same year | $406,908 | — | $111,565 | $418,239 | | Increase/deduction for change in fair value as of vesting date (from prior year-end) of stock and option awards granted in any prior year for which all vesting conditions were satisfied during year or at year-end | — | — | — | — | | Deduction for fair value as of prior year-end of stock and option awards granted in any prior year that were forfeited during year | — | — | — | — | | Increase for dollar value of any dividends or other earnings paid on stock or option awards in the year prior to the vesting date that are not otherwise included in total compensation for the year | $62,899 | $87,397 | $44,596 | $59,178 | | Total Adjustments | $62,899 | $87,397 | $44,596 | $59,178 |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table While we utilize several performance measures to align executive compensation with Company performance, not all of those measures are presented in the Pay Versus Performance table set forth above. Moreover, in determining the compensation of our executive officers, our Compensation Committee considers a holistic view of a variety of factors, both qualitative and quantitative, consistent with our periodic overall goals and therefore we do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. See “Compensation Discussion and Analysis — Compensation Philosophy” for more information. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between (1) compensation actually paid to our PEO and average compensation actually paid to our non-PEO NEOs and (2) the Company’s performance with respect to TSR, net income and Total Revenues, our Company Selected Measure: TSR. The graphs below show the relationship between (1) compensation actually paid to our PEO and the average of compensation actually paid to our non-PEO NEOs and our cumulative TSR and (2) our cumulative TSR and peer group TSR, over the four fiscal years ended December 31, 2023. Net Income. The graph below shows the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs and net income, as reported in our consolidated financial statements, over the four fiscal years ended December 31, 2023. Company Selected Measure (CSM). The graph below shows the relationship between compensation actually paid to our PEO and the average of the compensation actually paid to our non-PEO NEOs and our Total Revenues over the four fiscal years ended December 31, 2023.
Compensation of Directors
Compensation of Directors Directors who are also our employees do not receive additional compensation for serving as directors. The compensation schedule for our non-employee directors is as follows: the annual cash retainer is $100,000, the annual stipend for the chair of our Compensation Committee is $15,000, the annual stipend for the chair of our Audit Committee is $25,000 and the annual stipend for the chair of our ESG Committee is $15,000. We also pay $2,000 for each meeting of our Board and $1,000 for each meeting of a committee of our Board actually attended, whether in person or by telephone. Under our policy, none of our non-employee directors is paid more than $3,000 in the aggregate for attendance at meetings held on the same date. Only one meeting of our Board and Committees shall occur on each calendar day for which payment shall be provided. Non-employee directors may also receive additional per diem fees for services as a director at the rate of $1,000 per day, with a limit of $5,000 per matter, for additional time spent on Board or Committee matters as directed from time to time by the Board, including interviewing candidates and participating in the Company’s diversity recruiting program initiatives. Non-employee directors also are reimbursed for all out-of-pocket expenses incurred in attending meetings of our Board or committees of our Board on which they serve. In addition, at the end of the third quarter 2023 each non-employee director received a one-time payment of $10,000 for reviewing, establishing, and reconstituting the corporate policies, records and procedures and applicable agreements for the Company in connection with the Corporate Conversion. From time to time, our Board and Committees may receive an additional stipend for service on other special committees or similar service. In addition to the cash compensation described above, under our current policy, upon the appointment or initial election of a non-employee director, we grant to such non-employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $70,000 at the closing price of our Class A common stock on the trading date of the appointment or initial election of the non-employee director (rounded down to the next whole share). These RSUs vest equally on each of the first two anniversaries of the grant date, provided that the non-employee director is a member of our Board at the opening of business on such dates. Thereafter, we annually grant to each non-employee director RSUs equal to the value of shares of our Class A common stock that could be purchased for $50,000 on the date of his or her re-election in consideration for services provided. These RSUs will vest equally on each of the first two anniversaries of the grant date, provided that the non-employee director is a member of our Board at the opening of business on such dates. The table below summarizes the compensation paid to our non-employee directors for the year ended December 31, 2023:
Compensation of Directors
| (a) Name(1) | (b) Fees Earned or Paid in Cash ($) | (c) Stock Awards ($)(2) | (d) Option Awards ($)(3) | (e) Non-Equity Incentive Plan Compensation ($) | (f) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | (g) All Other Compensation ($) | (h) Total ($) | | Linda A. Bell Director | 329,000 | 50,000 | — | — | — | — | 379,000 | | David P. Richards Director | 178,000 | 50,000 | — | — | — | — | 228,000 | | Arthur U. Mbanefo Director | 354,000 | 50,000 | — | — | — | — | 404,000 | | William Addas(4) Director | 217,000 | 120,000 | — | — | — | — | 337,000 | | Martin Laguerre(5) Former Director | 94,000 | 70,000 | — | — | — | — | 164,000 |
Compensation of Directors
____________ (1) Howard W. Lutnick, our Chairman of the Board of Directors and Chief Executive Officer, is not included in this table as he is an employee of our Company and thus received no compensation for his services as director. The compensation received by Mr. Lutnick as an employee of our Company is shown in the Summary Compensation Table. This table includes compensation paid with respect to 2023, including payments for 2023 that were made in January 2024. Compensation for meetings held on or prior to June 30, 2023 reflects compensation paid to the Board of Directors of BGC Partners, Inc. and compensation for meetings held on July 1, 2023 and onward reflects compensation paid to the Board of Directors of BGC Group, Inc. following the Corporate Conversion. (2) Reflects the grant date fair value of RSUs granted on November 14, 2023 to each of Messrs. Richards, Mbanefo, Addas, and Dr. Bell. Also reflects the grant of 16,355 RSUs to Mr. Laguerre and 14,285 RSUs to Mr. Addas, respectively, received upon their initial appointment as directors. More information with respect to the calculation of these amounts is included in “Note 18. Compensation” in the notes to the consolidated financial statements included in the 2023 Form 10-K. As of December 31, 2023, Messrs. Richards, Mbanefo, and Dr. Bell each had 14,506 RSUs outstanding and Mr. Addas had 22,159 RSUs outstanding. (3) No options were granted to non-employee directors in 2023. As of December 31, 2023, none of the non-employee directors had any options outstanding. (4) Mr. Addas joined the Board of BGC Group as of July 2023. (5) Mr. Laguerre served on the Board of BGC Partners from January 2023 to June 2023.