DEF 14A of Walker & Dunlop, Inc.
Filed Mar 15, 2024 · FY20230001558370-24-003304
Proposal 1: Election of Directors for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Proposal 1: Election of Directors for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders Our Board of Directors, or the Board, is currently comprised of eight directors, each with terms expiring at the 2024 annual meeting. Mr. Smith, our former President and a current director, retired from the Company on January 1, 2024, and informed us that, in connection with his retirement, he will not stand for re-election at the 2024 annual meeting. As previously announced, Mr. Warren also informed us he would not stand for re-election at the 2024 annual meeting. Our Board determined to reduce the size of the Board to seven directors effective immediately prior to the opening of the polls on the election of directors at the 2024 annual meeting. Our Nominating and Corporate Governance Committee has recommended to our Board the seven nominees set forth below for election or re-election, as applicable, as directors to serve for one-year terms until the 2025 annual meeting and until their successors are duly elected and qualified. Following the Nominating and Corporate Governance Committee’s recommendation, our Board has nominated those persons set forth below. Based on its review of the relationships between the director nominees and the Company, and as discussed in greater detail below, the Board has affirmatively determined that, if these nominees are elected, the following six directors are “independent” directors under the rules of the NYSE: Jeffery R. Hayward, Ellen D. Levy, Michael D. Malone, John Rice, Dana L. Schmaltz and Donna C. Wells. The Board has also affirmatively determined that Michael Warren is an “independent” director under the rules of the NYSE. The Board knows of no reason why any nominee would be unable to serve as a director. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote on the substitute nominee recommended by the Board, or the Board may, as permitted by our bylaws, decrease the size of our Board. Vote Required A nominee for director shall be elected to the Board of Directors (Proposal 1) if such nominee receives the affirmative vote of a majority of the total votes cast as to such nominee. If a nominee who is an incumbent director does not receive the affirmative vote of a majority of the total votes cast as to such nominee, the director shall offer his or her resignation to the Board of Directors, and the Board will consider whether to accept or reject the director’s offer to resign. Cumulative voting in the election of directors is not permitted. For purposes of the election of directors, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH BELOW.
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders The following table sets forth the name and age of each nominee for director, indicating all positions and offices with us currently held by the director.
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
| Name | Age | Title | | William M. Walker | 56 | Chairman of the Board of Directors and Chief Executive Officer | | Jeffery R. Hayward | 58 | Director Nominee | | Ellen D. Levy | 54 | Director | | Michael D. Malone | 70 | Director | | John Rice | 57 | Director | | Dana L. Schmaltz | 57 | Director | | Donna C. Wells | 62 | Director |
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Set forth below are descriptions of the backgrounds and principal occupations of each of our nominees for director, and the period during which he or she has served as a director. Also set forth below are specific experience, qualifications, skills and attributes that supported the Board’s determination to nominate the director for election or re-election, as applicable.
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
| | William M. Walker Chairman and Chief Executive Officer, Walker & Dunlop, Inc. Committees: None; member of management EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES ● Executive leadership, strategic planning and commercial real estate experience as chairman and chief executive officer of Walker & Dunlop ● Affiliation with leading commercial real estate policy associations ● Previous outside board experience |
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Mr. Walker has been a member of our Board since July 2010 and a board member of Walker & Dunlop, LLC, our operating company, or its predecessors since February 2000. Mr. Walker has served as our chief executive officer since January 2007. He also previously served as our president from January 2005 to April 2015 and as our executive vice president and chief operating officer from September 2003 to January 2005. Mr. Walker currently serves on the boards of the National Multifamily Housing Council and the United States Olympic and Paralympic Committee Foundation, and also is a member of the Real Estate Round Table. Mr. Walker received his Bachelor of Arts in Government from St. Lawrence University and his Master’s in Business Administration from Harvard University.
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
| | ● ● ● | | | Jeffery R. Hayward Retired Chief Administrative Officer, Fannie Mae, a government-sponsored, stockholder-owned corporation Committees: None; new director nominee EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES ● Executive leadership, strategic planning and broad commercial real estate experience as Head of Multifamily and Chief Administrative Officer at Fannie Mae |
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Mr. Hayward served as Fannie Mae’s Executive Vice President and Chief Administrative Officer from August 2020 until his retirement in December 2023. Prior to that role, Mr. Hayward served as Head of Multifamily at Fannie Mae from 2012 to August 2020, first as Senior Vice President from 2012 to 2014 and then as Executive Vice President from 2014 to August 2020. During his 36-year tenure at Fannie Mae, Mr. Hayward held many leadership roles, including Head of Single Family Mortgage Servicing during the Great Recession. Mr. Hayward received his Bachelor of Science in Business Management from Widener University.
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
| | Ellen D. Levy, Ph.D. Managing Director, Silicon Valley Connect, LLC, a management consulting firm Committees: Compensation Nominating & Corporate Governance EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES ● Executive leadership and strategic planning and technology experience as vice president of strategic investments at LinkedIn Corporation ● Public company board experience |
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Dr. Levy has been a member of our Board since March 2019. Dr. Levy serves as managing director of Silicon Valley Connect, LLC, a management consulting company she founded. From 2008 to April 2012, Dr. Levy served in various roles at LinkedIn Corporation, a professional social networking internet service, including as its vice president of strategic initiatives from March 2010 to April 2012. Dr. Levy is currently a member of the board of directors of Learn CW Investment Corporation, a blank check company. From 2021 to 2023, Dr. Levy served as a member of the Board of Healthwell Acquisition Corp. I, a special acquisition company. From 2015 to 2020, Dr. Levy served as a member of the board of directors of Instructure, Inc., a publicly traded educational technology company. Dr. Levy received her Bachelor of Science from the University of Michigan and a Masters and Doctorate in cognitive psychology from Stanford University.
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
| | Michael D. Malone Retired Managing Director, Fortress Investment Group LLC, a global private equity firm Committees: Audit and Risk; Compensation (chair) EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES ● Executive leadership and strategic planning experience as managing director of Fortress Investment Group LLC ● Investment banking experience at Banc of America Securities • Public company board experience |
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Mr. Malone has been a member of our Board since November 2012. From February 2008 to February 2012, Mr. Malone served as managing director of Fortress Investment Group LLC, where he was in charge of the Charlotte, North Carolina office and responsible for the business of the capital formation group in the southeast and southwest regions of the United States. Mr. Malone retired from Bank of America in November 2007, after nearly 24 years of service as a senior executive banker and managing director. Over those years, Mr. Malone worked in and ran a number of investment banking businesses for the bank and its subsidiary, Banc of America Securities, including real estate, gaming, lodging, leisure, and the financial sponsors businesses. Mr. Malone is the lead director and member of the board of directors of Mr. Cooper Group Inc., a publicly traded non-bank residential mortgage lender, where he is the nominating and corporate governance committee chairman and a member of the audit and compensation committees. From 2014 to 2021, Mr. Malone served on the board of directors of New Senior Investment Group Inc., a publicly traded internally managed real estate investment trust. Mr. Malone received his Bachelor of Science in General Studies from the University of Kentucky.
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
| | John Rice Chief Executive Officer, Management Leadership for Tomorrow, a national non-profit organization Committees: Compensation; Nominating & Corporate Governance (chair) EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES ● Executive leadership and strategic planning experience as CEO of Management Leadership for Tomorrow and previously as managing director of NBA Japan, an affiliate of the National Basketball Association ● Marketing experience as director of marketing for Latin America for the National Basketball Association ● Public company board experience |
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Mr. Rice has been a member of our Board since July 2010 and served as our Lead Director from September 2010 to June 2012. Mr. Rice is the chief executive officer of Management Leadership for Tomorrow, a national non-profit organization that he founded in 2001. Management Leadership for Tomorrow advances racial equity by elevating the career and economic trajectory of people of color and by changing employer practices to improve outcomes for all. Prior to Management Leadership for Tomorrow, Mr. Rice was an executive with the National Basketball Association from 1996 to 2000, where he served as managing director of NBA Japan and as director of marketing for Latin America. Before joining the National Basketball Association, Mr. Rice spent four years with the Walt Disney Company in new business development and marketing, and two years with AT&T. Mr. Rice is a member of the board of directors and lead director of Opendoor Technologies Inc., a publicly traded digital platform for residential real estate, where he serves as a member of the nominating and corporate governance committee. From 2021 to 2023, Mr. Rice also served on the board of directors of Alpha Partners Technology Merger Corp., a publicly traded blank check company. Mr. Rice also serves on the board of directors of Morgan Stanley Real Estate’s Prime Property Fund, a private fund. Mr. Rice serves on the boards of several non-profits including New Profit, a venture philanthropy fund. Mr. Rice received his Bachelor of Arts from Yale University and his Master’s in Business Administration from Harvard University.
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
| | Dana L. Schmaltz Founder and Partner, Yellow Wood Partners, LLC, a private equity firm focused on the consumer products industry Committees: Compensation; Nominating & Corporate Governance EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES ● Executive leadership and strategic planning experience as founder and partner at Yellow Wood Partners, LLC ● Experience acquiring and operating several portfolio companies in various roles ● Chief financial officer experience at Blacksmith Brands, Inc. |
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Mr. Schmaltz has been a member of our Board since December 2010. Mr. Schmaltz is currently a partner at Yellow Wood Partners, LLC, a private equity firm he founded, which is focused on the consumer products industry. Mr. Schmaltz was the co-founder, director and chief financial officer of Blacksmith Brands, Inc., a privately owned consumer products company that was created in September 2009. As the co-founder and a senior manager of Blacksmith Brands, Mr. Schmaltz was responsible for overseeing the operations of the business with the senior management team, as well as for developing future acquisition opportunities for the company. Prior to founding Blacksmith Brands, Mr. Schmaltz was a managing partner of West Hill Partners, LLC, a Boston-based private equity firm, from 2007 to 2009. Prior to that, Mr. Schmaltz was the president of J.W. Childs Associates, LP, a private equity fund, where he focused on investments in the consumer/specialty retail sector, and served as partner of J.W. Childs from 1997 to 2007. Mr. Schmaltz received his Bachelor of Arts in History from Dartmouth College and his Master’s in Business Administration from Harvard University.
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
| | Donna C. Wells Chief Executive Officer, Valencia Ventures, LLC a strategic consulting and corporate governance firm Committees: Audit and Risk (chair); Nominating & Corporate Governance EXPERIENCES, QUALIFICATIONS, SKILLS & ATTRIBUTES ● Executive leadership and strategic planning experience as president and chief executive officer of Mindflash Technologies ● Chief marketing officer experience at Mint Software, Inc., and marketing leadership responsibilities at Intuit and Expedia ● Public company board experience |
Nominees for Election for a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders
Ms. Wells has been a member of our Board since March 2021. Ms. Wells is chief executive officer of Valencia Ventures, LLC, a strategic consulting and corporate governance firm which she founded. From 2010-2017, Ms. Wells served as President and Chief Executive Officer of Mindflash Technologies, Inc., an innovative, venture-backed enterprise software company that provided a cloud-based training platform for businesses prior to its acquisition by Trakstar. From 2007-2009, Ms. Wells was Chief Marketing Officer at Mint Software, Inc. (“Mint”) where she led the growth strategy for this mobile personal finance software company from product launch to the company’s acquisition by Intuit. Prior to Mint, Ms. Wells led US marketing for Intuit and the Expedia Group, roles which drew on her 20 years of experience in strategic consumer and product marketing with leading brands including The American Express Company and The Charles Schwab Corporation. Ms. Wells is a member of the board of directors of Mitek Systems, Inc., a publicly traded software development company, where she is the chair of the nominating and governance committee and has served as a member of the audit and compensation committees. Ms. Wells was previously a director and risk committee member at Boston Private Financial Holdings, Inc., a publicly traded bank holding company from 2014 to 2018, and a director and audit committee member at Apex Technology Acquisition Corporation, a publicly traded special acquisition company, from 2019 until its 2021 merger with enterprise software provider AvePoint. She also serves on the board of Betterment Holdings, Inc., a leading independent digital wealth management platform with over $40 billion in AUM. In September 2019, Ms. Wells was appointed by the Center for Entrepreneurial Studies at the Stanford University Graduate School of Business as a Lecturer in Management. She holds a Bachelor of Science in Economics from The Wharton School at the University of Pennsylvania, a Master’s in Business Administration from Stanford University and Director Certification from the National Association of Corporate Directors (NACD). Ms. Wells was named Board Director of the Year by Women in Information Technology in 2021.
Board Committees
| ● | advise the Compensation Committee on executive and director compensation trends and best practices; and |
Executive Summary
| WHAT WE DO | WHAT WE DON’T DO | | • Align pay and performance by linking NEO compensation to the achievement of rigorous pre-established performance metrics • Maintain a mix of short-term and long-term incentive measures that are aligned with our long-term strategic plan, the Drive to ‘25 • Base a majority of equity compensation on performance-based measures • Cap awards for NEOs under our short-term and long-term incentive plans • Include DE&I performance goals in our annual cash incentive compensation program • Maintain an SEC and NYSE-compliant clawback policy to recover any erroneously awarded incentive-based compensation in the event of a financial restatement • Require significant share ownership for executives and directors, including 5x base salary for the CEO and President, 3x base salary for other NEOs and 5x annual cash retainer for non-employee directors • Engage an independent compensation consultant to advise the Compensation Committee of the Board on executive compensation matters that provide no other services to the Company • Use tally sheets to review historical and current total compensation (including amounts actually earned) | • No hedging or pledging of shares by NEOs or Board members • No guaranteed cash incentives, equity awards or salary increases for NEOs • No incentive compensation based on a single performance metric • No excessive perquisites or other benefits • No “single-trigger” change in control cash severance provisions • No excise tax or income tax gross-ups • No repricing of stock options or stock appreciation rights (if ever granted) permitted without stockholder approval |
2023 NEO Compensation Review
| • | Our CEO’s and other NEOs’ annual cash incentive payouts funded at 35% and 51% of target, respectively |
2023 NEO Compensation Review
Our annual cash incentive program requires the achievement of stretch goals that would require significant effort and industry-leading performance to achieve. Accordingly, despite the fact that our 2023 TSR placed in the top quartile of our peer group companies, our CEO’s and other NEOs’ annual cash incentives funded significantly below target at only 35% and 51% of target, respectively.
2023 NEO Compensation Review
| • | Performance-based equity awards funded at 0% for the performance period ending December 31, 2023 |
Setting Executive Compensation
| ● | align with stockholders’ interests and drive long-term value creation; |
Setting Executive Compensation
| ● | encourage short- and long-term retention. |
Setting Executive Compensation
| ● | the Compensation Committee Chair meets with the CEO, other members of senior management and the Committee’s compensation consultant, outside of Compensation Committee meetings to discuss executive compensation matters, including compensation plan design and other ways to drive desired financial and operational results. |
Setting Executive Compensation
Role of Compensation Consultant The Compensation Committee retained Pay Governance in 2023 to provide the Compensation Committee with independent compensation data, analysis and advice. Pay Governance reported directly to the Compensation Committee, and the Compensation Committee had the sole authority to approve the terms of, and terminate, their engagement. For additional information regarding the Compensation Committee’s use of Pay Governance, refer to “BOARD OF DIRECTORS AND CORPORATE GOVERNANCE — Board Committees — Compensation Committee” above. Use of Peer Group The Compensation Committee strives to maintain a compensation program that is both appropriate and competitive with the market in which we compete for both executive talent and business opportunities. Given that our business model has no direct publicly traded peers, the Compensation Committee carefully selected companies in consultation with Pay Governance that on a blended basis would best reflect our unique operations. In constructing an appropriate Peer Group, we took into consideration the following criteria:
Setting Executive Compensation
At the time 2023 compensation was determined, the Compensation Committee deemed the existing 16 company peer group used to determine 2022 compensation appropriate for comparison in determining 2023 compensation. On a standalone basis, each Peer Group company does not fully reflect our scope of operations, but on an aggregate basis, the Peer Group reflects the most comparable public companies. The 2023 Peer Group was comprised of the 16 companies below and remained unchanged from the 2022 Peer Group. Comparative market data is not used by the Compensation Committee to “benchmark” the amount of total compensation or any specific element of compensation for the NEOs. Instead, the Compensation Committee aims to provide total pay opportunities to our executives based on consideration of a number of factors, including pay levels for executives in similar positions within our Peer Group, the nature and scope of each executive’s duties, individual performance, and internal pay positioning, taking into account each executive’s pay components and levels relative to other executives.
2023 Key Elements of Compensation
| Component | Objectives | Key Features | | Base Salary | • Provides fixed cash compensation at market competitive levels to attract and retain talent | • Adjustments are considered annually based on individual performance, market competitiveness, internal pay equity and retention issues | | Annual Cash Incentive Award | • Rewards Company and individual performance • Aligns NEOs’ interests with those of our stockholders by promoting the achievement of targeted annual financial results • Retains NEOs by providing competitive compensation opportunity | • Payouts are based upon a combination of Company financial performance and strategic and individual performance consisting of: (25%) Adjusted EBITDA (25%) Total Revenues (25%) Diluted EPS (15%) Leadership & Strategy (10%) DE&I Variable, at-risk compensation that can be earned between 0% and 412.5% of salary for our CEO, between 0% and 300% of salary for our President and COO and between 0% and 250% of salary for our other NEOs | | Long-Term Equity Awards | • Directly aligns NEOs’ interests with long-term stockholder interests • Provides meaningful ownership and opportunities for wealth creation, which enables us to retain and motivate our NEOs | • Balanced approach that includes annual awards of: (i) restricted stock (“Annual Equity Award”), and (ii) performance share units (“Performance Share Units”) | | | Annual Equity Award | | | | • Retains NEOs through multi-year vesting of equity grants and by providing market-competitive compensation • Aligns NEOs’ interests with long-term stockholder interests by linking a portion of each NEO’s realizable compensation to long-term stock performance | • Represents ~33% of Target Long-Term Equity Award for CEO, President and COO and 50% of Target Long-Term Equity Award for CFO and General Counsel (“GC”) (based on grant date fair value) • Restricted stock awards generally vest in ratable increments over a three-year period • Our NEOs are subject to the same stock price fluctuations as our stockholders |
2023 Key Elements of Compensation
| Performance Share Units | | | • Aligns a significant portion of our NEOs’ compensation to achieving long-term financial objectives • Emphasizes the achievement of long-term financial growth and TSR performance | • Represents ~67% of Target Long-Term Equity Award for CEO, President, and COO and 50% of Target Long-Term Equity Award for CFO and GC (based on grant date fair value) • Variable, at-risk compensation that can be earned between 0% to 250% of target pay for our CEO, President and COO (inclusive of the TSR outperformance modifier) and between 0% to 225% of target pay for our other NEOs | | | • Earned based on long-term financial performance, including: (50%) Averaged Diluted EPS (25%) Aggregate Total Revenues (25%) Return on Equity • For the CEO, the President and the COO only, if the metrics described above are attained at the maximum level of performance and relative TSR performance versus S&P MidCap 400 Financials Index is in the top quartile (i.e., above the 75th percentile), maximum payouts can be increased by up to 25% (for example, a maximum payout of 200% would increase to 250% payout if relative TSR is at the 100th percentile) |
Mix of Target Total Direct Compensation
Mix of Target Total Direct Compensation Our executive compensation reflects a well-aligned pay-for-performance program that emphasizes variable performance-based pay. The charts below show the relative amounts for each element of total direct compensation comprised of base salary, target annual incentive, Annual Equity Award and award of Performance Share Units (based on 2023 target levels). More than 85% of our CEO’s compensation and more than 75% of our other NEOs’ compensation (on average) is variable and performance-based, tied to the achievement of financial and operational performance. These variable and performance-based elements are not guaranteed and are subject to rigorous performance goals and performance assessments.
Mix of Target Total Direct Compensation
| * For other NEOs, reflects the average of the NEOs compensation component as a percentage of their total target compensation based on base salary, target annual incentive, Annual Equity Award and Performance Share Unit award value. |
Richard M. Lucas
Annual Cash Incentive Payout In 2023, the Compensation Committee determined that the Company’s performance was below threshold level with respect to the Company-specific corporate performance goals (i.e., Total Revenues, Diluted EPS and Adjusted EBITDA), at maximum level with respect to the Corporate Leadership & Strategic goals, and between target and maximum level with respect to the DE&I goals. Based on the Compensation Committee’s determination of 2023 performance, the Compensation Committee awarded annual cash incentive payouts to our NEOs for 2023 as set forth in the table below:
Richard M. Lucas
| Name | 2023 Payout ($) | | William M. Walker | 969,375 | | Gregory A. Florkowski | 279,063 | | Stephen P. Theobald | 352,500 | | Howard W. Smith, III | 528,750 | | Richard M. Lucas | 293,750 |
Richard M. Lucas
Equity Awards The equity awards granted to our NEOs in 2023 consisted of: (i) an annual equity award of restricted stock and (ii) Performance Share Units, representing a performance-based long-term equity incentive award for the 2023-2025 performance period. Award opportunities for 2023 were based on a review of individual performance, market competitiveness and internal equity considerations. Based on this review the Compensation Committee established equity award opportunities for 2023 that remained unchanged from 2022 levels as follows:
Richard M. Lucas
| | Equity Award Opportunity as a Percentage of Base Salary(1) | | | | | | | | 2023 – 2025 Performance Share Plan | | | | | | | | | | TSR | | Name | Annual Equity Award | Threshold | Target | Maximum | Outperformance(2) | | William M. Walker | 142% | 142% | 283% | 567% | 142% | | Gregory A. Florkowski | 100% | 75% | 100% | 225% | — | | Stephen P. Theobald | 108% | 108% | 217% | 433% | 108% | | Howard W. Smith, III | 108% | 108% | 217% | 433% | 108% | | Richard M. Lucas | 100% | 75% | 100% | 225% | — |
Richard M. Lucas
| (1) The number of shares of restricted stock and Performance Share Units granted are determined based on the values as determined above divided by the fair market value of a share of common stock on the grant date. |
Richard M. Lucas
Annual Equity Award The annual equity award for the NEOs is comprised entirely of restricted stock (based on the fair value on the date of the grant). The restricted stock granted to the NEOs in 2023 vests ratably on February 15 in 2024, 2025 and 2026. Restricted stock award values were based on a review of individual performance and management responsibilities and were held flat from 2022 amounts. Our NEOs were granted a total of 38,660 shares of restricted stock in 2023. In addition to serving as a retention tool with awards vesting over a long-term three-year vesting period, restricted stock further aligns the interests of the NEOs with our stockholders through the promotion of significant share ownership. Each NEO’s 2023 restricted stock award is detailed below.
Richard M. Lucas
| | Number of Shares | | Name | of Restricted Stock Granted(1) | | William M. Walker | 14,621 | | Gregory A. Florkowski | 4,902 | | Stephen P. Theobald | 5,590 | | Howard W. Smith, III | 8,387 | | Richard M. Lucas | 5,160 |
Richard M. Lucas
| (1) Shares of restricted stock vest in one-third increments on each of February 15, 2024, 2025 and 2026, subject to the NEO’s continued employment with the Company on the applicable vesting date. |
Richard M. Lucas
2023-2025 Performance Share Plan In 2023, the Compensation Committee approved awards of Performance Share Units (which are performance-based long-term equity incentive awards) for the Company’s NEOs and senior management to drive outstanding performance over the next three years. Consistent with prior years, under these 2023 Performance Share Unit awards, the NEOs are eligible to receive a payout in the form of shares of stock if certain pre-established performance goals (tied to average diluted EPS, aggregate total revenues and return on equity) underlying the award are met over the course of the 2023 through 2025 performance period. Consistent with the Performance Share Unit awards granted in 2022, a TSR outperformance modifier was included in the awards granted to the CEO, the President and the COO.
Richard M. Lucas
| | | 2023-2025 Performance Goals | | | | Metric and Rationale for Inclusion | Weighting | Threshold | Target | Maximum | | Average Diluted EPS | | | | | | Most direct measure of value returned to our stockholders, in both the short and long term. Goals are established at significant levels in excess of annual cash incentive goals and our actual 2022 results. | 50% | $7.02 | $7.72 | $8.47 | | Aggregate Total Revenues | | | | | | Motivates our executives to drive significant growth and diversification of our platforms. Goals are established at meaningful levels that require significant effort by our executives to achieve. | 25% | $4.17 billion | $4.59 billion | $5.03 billion | | Return on Equity | | | | | | Motivates management to create stockholder value while remaining focused on profitability and capital management. | 25% | 13.0% | 15.0% | 17.0% |
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
2023 Summary Compensation Table
2023 Summary Compensation Table
2023 Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | | | Incentive | | | | | | | | Stock | Option | Plan | All Other | | | | | Salary | Bonus | Awards | Awards | Compensation | Compensation | Total | | Name | Year | ($) | ($) | ($)(2) | ($) | ($)(3) | ($)(4) | ($) | | William M. Walker | 2023 | 1,000,000 | 14,000(1) | 2,833,238 | — | 969,375 | 4,500 | 4,821,113 | | Chairman and Chief Executive | 2022 | 1,000,000 | — | 3,083,116 | — | 687,500 | 4,500 | 4,775,116 | | Officer | 2021 | 1,000,000 | — | 3,083,219 | — | 3,471,249 | 4,500 | 7,558,968 | | Gregory A. Florkowski | 2023 | 475,000 | — | 831,202 | — | 279,063 | 4,500 | 1,589,765 | | Executive Vice President and | 2022 | 422,917 | — | 1,148,406 | — | 118,750 | 4,500 | 1,694,573 | | Chief Financial Officer | | | | | | | | | | Stephen P. Theobald | 2023 | 500,000 | 7,000(1) | 1,083,260 | — | 352,500 | 4,500 | 1,947,260 | | Executive Vice President and | 2022 | 500,000 | — | 1,183,019 | — | 187,500 | 4,500 | 1,875,019 | | Chief Operating Officer | 2021 | 500,000 | — | 1,183,190 | — | 1,143,409 | 4,500 | 2,831,099 | | Howard W. Smith, III | 2023 | 750,000 | — | 1,625,274 | — | 528,750 | 15,768(5) | 2,919,792 | | President (retired, | 2022 | 750,000 | — | 1,796,732 | — | 281,250 | 4,500 | 2,832,482 | | effective January 1, 2024) | 2021 | 750,000 | — | 1,875,246 | — | 1,715,113 | 4,500 | 4,344,859 | | Richard M. Lucas | 2023 | 500,000 | — | 874,937 | — | 293,750 | 6,500(6) | 1,675,187 | | Executive Vice President, | 2022 | 500,000 | — | 1,062,191 | — | 125,000 | 4,500 | 1,691,691 | | General Counsel and Secretary | 2021 | 500,000 | 7,000 | 1,062,374 | — | 893,409 | 4,500 | 2,467,283 |
2023 Summary Compensation Table
| (1) Represents a cash bonus award paid to Messrs. Walker and Theobald in 2023 under a Company program in which all full-time employees may participate and earn a cash-based award upon the completion of 20 years and 10 years, respectively, of continuous service with the Company. |
2023 Summary Compensation Table
| (2) Amounts shown in these columns represent the grant date fair value calculated in accordance with FASB ASC Topic 718 of shares of restricted common stock. In addition, the Stock Awards column includes restricted stock units (some of which may be deferred stock units) awarded as the matching grant under the Management Deferred Stock Unit Purchase Matching Program. The Stock Awards column also includes the threshold value for the 2021-2023, 2022-2024 and 2023-2025 Performance Share Units. The maximum possible value of the 2021-2023 Performance Share Units (which for Messrs. Walker, Theobald and Smith includes achievement of the TSR-based outperformance goal) was as follows: $7,083,249 for Mr. Walker, $2,708,228 for Mr. Theobald, $4,063,325 for Mr. Smith, and $1,124,964 for Mr. Lucas. The maximum possible value of the 2022-2024 Performance Share Units (which for Messrs. Walker, Theobald and Smith includes achievement of the TSR-based outperformance goal) was as follows: $7,083,305 for Mr. Walker, $2,708,246 for Mr. Theobald, $4,063,272 for Mr. Smith, $787,436 for Mr. Florkowski, and $1,124,924 for Mr. Lucas. The maximum possible value of the 2023-2025 Performance Share Units (which for Messrs. Walker, Theobald and Smith includes achievement of the TSR-based outperformance goal) was as follows: $7,083,277 for Mr. Walker, $2,708,301 for Mr. Theobald, $4,063,289 for Mr. Smith, $1,068,471 for Mr. Florkowski, and $1,124,955 for Mr. Lucas. For a discussion of the assumptions made in the valuation reflected in this column, see Notes 2 and 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |
2023 Summary Compensation Table
| (3) Amounts shown in this column represent annual cash incentive awards to each NEO. |
2023 Summary Compensation Table
| (4) Amounts shown in this column include the Company’s $4,500 matching contribution to the executive’s 401(k) plan for each year presented. |
2023 Summary Compensation Table
| (5) Amount for Mr. Smith also includes an $11,268 gift awarded to Mr. Smith in 2023 for his retirement after 43 years of service to the Company. |
2023 Summary Compensation Table
| (6) Amount for Mr. Lucas also includes a $2,000 charitable contribution made by us pursuant to our matching gift program under which we will make a matching contribution of up to $2,000 annually to eligible charitable organizations that receive contributions from our employees or directors. |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
| | | | | | | | | All Other | Grant Date | | | | Estimated Future Payouts | | | Estimated Future Payouts | | | Stock Awards: | Fair Value | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Number of | of Stock | | | | Plan Awards | | | Plan Awards | | | Shares of | and Option | | Name/Award | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock | Awards | | Type(1) | Date | ($)(2) | ($)(2) | ($)(2) | (#)(3) | (#)(3) | (#)(3) | (#)(4) | ($)(5) | | William M. Walker | | | | | | | | | | | Restricted Stock | 2/15/2023 | | | | | | | 14,621 | 1,416,629 | | Cash Awards | 3/31/2023 | 1,375,000 | 2,750,000 | 4,125,000 | | | | — | — | | Performance Share Units | 3/31/2023 | | | | 18,598 | 37,197 | 74,394 | — | 1,416,610 | | Gregory A. Florkowski | | | | | | | | | | | Restricted Stock | 2/15/2023 | | | | | | | 4,902 | 474,955 | | Cash Awards | 3/31/2023 | 237,500 | 475,000 | 1,187,500 | | | | — | — | | Performance Share Units | 3/31/2023 | | | | 4,677 | 6,236 | 14,031 | — | 356,247 | | Stephen P. Theobald | | | | | | | | | | | Restricted Stock | 2/15/2023 | | | | | | | 5,590 | 541,615 | | Cash Awards | 3/31/2023 | 375,000 | 750,000 | 1,500,000 | | | | — | — | | Performance Share Units | 3/31/2023 | | | | 7,111 | 14,222 | 28,445 | — | 541,645 | | Howard W. Smith, III | | | | | | | | | | | Restricted Stock | 2/15/2023 | | | | | | | 8,387 | 812,616 | | Cash Awards | 3/31/2023 | 562,500 | 1,125,000 | 2,250,000 | | | | — | — | | Performance Share Units | 3/31/2023 | | | | 10,669 | 21,338 | 42,676 | — | 812,658 | | Richard M. Lucas | | | | | | | | | | | Restricted Stock | 2/15/2023 | | | | | | | 5,160 | 499,952 | | Cash Awards | 3/31/2023 | 250,000 | 500,000 | 1,250,000 | | | | — | — | | Performance Share Units | 3/31/2023 | | | | 4,923 | 6,564 | 14,769 | — | 374,985 |
2023 Grants of Plan-Based Awards
| (1) All plan-based awards were made pursuant to the 2020 Equity Incentive Plan. |
2023 Grants of Plan-Based Awards
| (2) Represents awards that could be earned under our annual cash incentive plan. See “COMPENSATION DISCUSSION AND ANALYSIS — 2023 Executive Officer Compensation — Annual Cash Incentive Award.” |
2023 Grants of Plan-Based Awards
| (3) For Messrs. Walker, Theobald and Smith, represents shares that could be earned under awards of the maximum standard Performance Share Units and over-performance stock units over the 2023-2025 performance period. For Mr. Florkowski and Mr. Lucas, represents shares that could be earned under awards of the Performance Share Units over the 2023-2025 performance period upon the attainment of the maximum performance level. See “COMPENSATION DISCUSSION AND ANALYSIS — 2023 Executive Officer Compensation — Equity Awards — 2023-2025 Performance Share Plan.” |
2023 Grants of Plan-Based Awards
| (4) Grants of restricted stock vest in one-third increments on each of February 15, 2024, 2025 and 2026, subject to the executive’s continued employment with the Company on the applicable vesting date. |
2023 Grants of Plan-Based Awards
| (5) Amounts shown in this column represent the estimated grant date fair value calculated in accordance with FASB ASC Topic 718 of shares of restricted common stock, and Performance Share Units awarded under the 2020 Equity Incentive Plan, as amended. For the Performance Share Units, the amounts shown reflect the threshold value of the Performance Share Units awarded to each NEO. The Compensation Committee established very challenging targets for the 2023-2025 performance cycle. As a result, the value of the shares of common stock that will actually be received by the NEOs may be less or more, in some cases substantially so, than the amounts reported above as compensation. For a discussion of the assumptions made in the valuation reflected in this column, see notes 2 and |
2023 Grants of Plan-Based Awards
| 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Narrative Disclosures to Summary Compensation and Grants of Plan-Based Awards Tables
Narrative Disclosures to Summary Compensation and Grants of Plan-Based Awards Tables The grant date values of the 2023 Performance Share Unit “threshold,” “target” and “maximum” opportunities in the 2023 Grants of Plan Based Awards Table are 142%, 283% and 708%, respectively, of the 2023 base salary for Mr. Walker, 108%, 217%, and 542%, respectively, of the 2023 base salary for Mr. Smith and Mr. Theobald, and 75%, 100%, and 225%, respectively, of the 2023 base salaries for the other NEOs. The matching grants under the Management Deferred Stock Unit Purchase Matching Program are accompanied by dividend equivalent units, subject to the terms of the applicable deferral election. Holders of restricted stock are entitled to dividends paid in cash at the same time paid to other stockholders of the Company. The applicable dividend rate is equal to the dividend rate payable to other stockholders of the Company.
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
Outstanding Equity Awards at December 31, 2023
| | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | Incentive | Incentive | | | | Number of | Number of | | | Number of | Market Value | Plan Awards: | Plan Awards: | | | | Securities | Securities | | | Shares or | of Shares or | Number of | Market Value | | | | Underlying | Underlying | | | Units of Stock | Units of Stock | Unearned | of Unearned | | | | Unexercised | Unexercised | Option | Option | That Have | That Have | Units that | Units that | | | Grant | Options (#) | Options (#) | Exercise | Expiration | Not Vested | Not Vested | Have Not | Have Not | | Name | Date | Exercisable(1) | Unexercisable(1) | Price ($) | Date | (#) | ($)(2) | Vested (#)(3) | Vested ($)(2) | | William M. Walker | 2/15/2019 | — | — | — | — | 3,614(5) | 401,212 | — | — | | | 2/14/2020 | — | — | — | — | 3,494(5) | 387,840 | — | — | | | 2/12/2021 | — | — | — | — | 4,705(4) | 522,302 | — | — | | | 2/12/2021 | — | — | — | — | 2,678(5) | 297,257 | — | — | | | 3/3/2021 | — | — | — | — | — | — | — | — | | | 2/15/2022 | — | — | — | — | 6,758(4) | 750,206 | — | — | | | 2/15/2022 | — | — | — | — | 1,889(5) | 209,666 | — | — | | | 2/1/2022 | — | — | — | — | — | — | 10,803 | 1,199,241 | | | 2/15/2023 | — | — | — | — | 14,621 | 1,623,077 | — | — | | | 3/31/2023 | — | — | — | — | — | — | 18,598 | 2,064,564 | | Gregory A. Florkowski | 2/12/2021 | — | — | — | — | 1,080(4) | 119,891 | — | — | | | 2/12/2021 | — | — | — | — | 1,740(5) | 193,199 | — | — | | | 3/3/2021 | — | — | — | — | — | — | — | — | | | 2/15/2022 | — | — | — | — | 3,220(4) | 357,452 | — | — | | | 2/15/2022 | — | — | — | — | 1,596(5) | 177,184 | — | — | | | 2/1/2022 | — | — | — | — | — | — | 2,001 | 222,131 | | | 2/15/2023 | — | — | — | — | 4,902(4) | 544,171 | — | — | | | 3/31/2023 | — | — | — | — | — | — | 4,677 | 519,194 | | Stephen P. Theobald | 2/15/2016 | 13,870 | — | 20.40 | 2/15/2026 | — | — | — | — | | | 2/15/2017 | 8,344 | — | 39.82 | 2/15/2027 | — | — | — | — | | | 2/15/2016 | — | — | — | — | 5,252(5) | 582,976 | — | — | | | 2/14/2020 | — | — | — | — | 2,795(5) | 310,321 | — | — | | | 2/12/2021 | — | — | — | — | 1,799(4) | 199,707 | — | — | | | 2/12/2021 | — | — | — | — | 1,071(5) | 118,855 | — | — | | | 3/3/2021 | — | — | — | — | — | — | — | — | | | 2/15/2022 | — | — | — | — | 2,584(4) | 286,850 | — | — | | | 2/15/2022 | — | — | — | — | 755(5) | 83,843 | — | — | | | 2/1/2022 | — | — | — | — | — | — | 4,130 | 458,471 | | | 2/15/2023 | — | — | — | — | 5,590(4) | 620,546 | — | — | | | 3/31/2023 | — | — | — | — | — | — | 7,111 | 789,392 | | Howard W. Smith, III | 2/15/2015 | 60,166 | — | 16.72 | 2/15/2025 | — | — | — | — | | | 2/14/2020 | — | — | — | — | 2,096(5) | 232,680 | — | — | | | 2/12/2021 | — | — | — | — | 2,699(4) | 299,616 | — | — | | | 2/12/2021 | — | — | — | — | 2,678(5) | 297,257 | — | — | | | 3/3/2021 | — | — | — | — | — | — | — | — | | | 2/15/2022 | — | — | — | — | 3,877(4) | 430,386 | — | — | | | 2/15/2022 | — | — | — | — | 1,296(5) | 143,882 | — | — | | | 2/1/2022 | — | — | — | — | — | — | 6,197 | 687,929 | | | 2/15/2023 | — | — | — | — | 8,387(4) | 931,041 | — | — | | | 3/31/2023 | — | — | — | — | — | — | 10,669 | 1,184,366 | | Richard M. Lucas | 2/12/2021 | — | — | — | — | 1,661(4) | 184,388 | — | — | | | 2/12/2021 | — | — | — | — | 2,008(5) | 222,913 | — | — | | | 3/3/2021 | — | — | — | — | — | — | — | — | | | 2/15/2022 | — | — | — | — | 2,385(4) | 264,759 | — | — | | | 2/15/2022 | — | — | — | — | 1,417(5) | 157,250 | — | — | | | 2/1/2022 | — | — | — | — | — | — | 2,859 | 317,378 | | | 2/15/2023 | — | — | — | — | 5,160(4) | 572,812 | — | — | | | 3/31/2023 | — | — | — | — | — | — | 4,923 | 546,502 |
Outstanding Equity Awards at December 31, 2023
| (1) These options were granted pursuant to our 2010 Equity Incentive Plan, as amended and our 2015 Equity Incentive Plan and vest ratably on each anniversary of the date of grant over a three-year period, conditioned upon the executive’s continued employment with the Company on the applicable vesting date. We have not granted options since 2017 and currently have no plans to do so. |
Outstanding Equity Awards at December 31, 2023
| (2) Based on the closing stock price of our common stock on December 29, 2023 of $111.01 per share. |
Outstanding Equity Awards at December 31, 2023
| (3) Represents Performance Share Units under our 2021-2023 performance share plan, our 2022-2024 performance share plan and our 2023-2025 performance share plan. There are no units reported for the 2021-2023 performance share plan as none of the performance thresholds were achieved. The number of Performance Share Units reported for the 2022-2024 performance share plan is based on threshold level of performance for the revenue goal, return on equity goal, and the diluted earnings per share goal. The number of Performance Share Units reported for the 2023-2025 performance share plan is also based on threshold level of performance of the revenue goal, return on equity goal, and the diluted earnings per share goal. |
Outstanding Equity Awards at December 31, 2023
| (4) Represents restricted stock granted pursuant to our 2020 Equity Incentive Plan, which vest ratably on or around the anniversary of the date of grant over a three-year period, conditioned upon the executive’s continued employment with the Company on the applicable vesting date. |
Outstanding Equity Awards at December 31, 2023
| (5) Represents restricted stock units (some of which may be deferred stock units) and their associated dividend equivalent units, granted under the Management Deferred Stock Unit Purchase Matching Program, which vest on March 15 in the third calendar year following the grant date. |
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | | Shares | | | | Acquired on | Value Realized | Acquired on | Value Realized | | Name | Exercise (#) | on Exercise ($) | Vesting (#) | on Vesting ($) | | William M. Walker | — | — | 73,791 | 7,149,610 | | Gregory A. Florkowski | — | — | 13,323 | 1,271,410 | | Stephen P. Theobald | 35,445 | 2,685,494 | 22,543 | 2,184,191 | | Howard W. Smith, III | 100,000 | 5,338,417 | 39,519 | 3,828,996 | | Richard M. Lucas | — | — | 24,698 | 2,347,503 |
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation
| | Executive | Registrant | Aggregate | | | | | Contributions | Contributions | Earnings in | Aggregate | Aggregate Balance at | | | in Last Fiscal | in Last Fiscal | Last Fiscal | Withdrawals/ | Last Fiscal Year | | Name | Year ($)(1) | Year ($) | Year ($)(2) | Distributions ($)(3) | End ($)(4) | | William M. Walker | 500,000 | — | 765,882 | 53,744 | 5,394,718 | | Gregory A. Florkowski | 139,532 | — | 219,600 | 16,977 | 834,566 | | Stephen P. Theobald | — | — | 880,471 | 44,483 | 2,852,845 | | Howard W. Smith, III | 317,250 | — | 1,100,330 | 29,587 | 5,320,384 | | Richard M. Lucas | 293,750 | — | 225,341 | 18,974 | 1,006,323 |
2023 Nonqualified Deferred Compensation
| (1) The reported amounts include compensation deferred under the Company’s NQDCP. All of the amounts shown in this column were included as compensation in the “2023 Summary Compensation Table” for 2023. |
2023 Nonqualified Deferred Compensation
| (2) Earnings (loss) represent a change in the value of the (i) aggregate balance in the Company’s NQDCP and (ii) our common stock underlying an NEO’s deferred stock units and their associated dividends and dividend equivalent units. None of the amounts in this column have been included in the “2023 Summary Compensation Table” because the earnings are not preferential or above-market. |
2023 Nonqualified Deferred Compensation
| (3) Distributions represent the value of cash dividends paid on deferred stock units during 2023. |
2023 Nonqualified Deferred Compensation
| (4) Total aggregate balance calculated as the sum of (i) the number of deferred stock units held as of December 31, 2023, multiplied by $111.01, the closing stock price of our common stock on December 29, 2023, and (ii) the value of the amount as of December 29, 2023 of the executive’s balance in the Company’s NQDCP. The following amounts included in this column have been reported in the “2023 Summary Compensation Table” for 2023 or a prior fiscal year: Mr. Walker — $4,894,718, Mr. Florkowski — $695,034, Mr. Theobald — $2,852,845, Mr. Smith — $5,003,133, and Mr. Lucas — $712,573. |
Potential Payments upon Termination or a Change in Control
Potential Payments upon Termination or a Change in Control Regardless of the reason for any termination of employment, each NEO is entitled to receive the following benefits upon termination: (a) payment of any unpaid portion of such executive’s base salary through the effective date of termination, (b) reimbursement for any outstanding reasonable business expenses, (c) continued insurance benefits to the extent required by law, (d) payment of any vested but unpaid rights as may be required independent of the employment agreement and (e) except in the case of termination by the company for cause, any earned but unpaid annual bonus for the calendar year prior to the calendar year of termination based on actual performance achieved (together, the “Accrued Benefits”). In addition to the Accrued Benefits, each NEO is entitled to receive a severance payment if we terminate his or her employment without cause or the executive resigns for good reason. The severance payment is equal to (i) continued payment by the company of the executive’s base salary, as in effect as of the executive’s last day of employment, for a period of 12 months, (ii) continued payment for life and health insurance coverage for 12 months, to the same extent the company paid for such coverage immediately prior to termination, (iii) two times the average annual bonus earned by the executive over the preceding two years (or if the executive has not been employed for two years, payments equal to two times the target bonus for the year of termination), (iv) payment of a pro-rated bonus for the year of termination (calculated based on actual performance) and (v) immediate vesting as of the last day of employment in any unvested portion of any time-based equity awards previously issued to the executive (with any awards that vest based in whole or in part on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement). If the continued payment of health insurance coverage would result in violations of certain tax or other statutes or regulations, then we will instead pay the NEO a fully taxable cash payment each month equal to the insurance premiums plus an additional amount necessary to cover any additional taxes owed by the NEO (such additional amount, the “Indemnity Amount”). The foregoing benefits are conditioned upon the executive’s execution of a general release of claims and compliance with the terms of the employment agreement. In addition, pursuant to the terms of each NEO’s performance share unit award agreements, upon such termination of employment, the NEO vests in a pro rata portion of his or her performance share units (based on the number of days in the performance period prior to termination) to the extent the applicable performance goals are otherwise satisfied. If the NEO’s employment terminates due to death or disability, in addition to the Accrued Benefits, the executive or his or her estate, as applicable, is entitled to receive (i) immediate vesting as of the last day of employment in any unvested portion of any time-based equity awards previously issued to the executive (with any awards that vest based in whole or in part on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement) and (ii) payment of a pro-rated bonus for the year of termination (calculated based on actual performance). In addition, pursuant to the terms of each NEO’s performance share unit award agreements, upon such termination of employment, the NEO vests in his or her target number of Performance Share Units, and pursuant to the terms of the matching component under the MSPP, the deferred stock units and restricted stock units granted thereunder become 100% vested. If the NEO’s employment terminates due to retirement, in addition to the Accrued Benefits, the executive is entitled to receive (i) immediate vesting as of the last day of employment in any time-based equity awards previously issued to the executive previously issued to the executive (with any awards that vest based in whole or in part on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement), (ii) payment of a pro-rated bonus for the year of termination (calculated based on actual performance), and (iii) pro-rated vesting of Performance Share Units if the retirement occurs on or after the first anniversary of the first day of the performance period and achievement of the performance goals relating to such Performance Share Units is certified by the Committee at the end of the applicable performance period. While none of the employment agreements includes severance provisions that are tied to a change in control, pursuant to the 2020 Equity Incentive Plan and the award agreements governing the NEO’s outstanding equity awards, upon a change in control of the Company, (i) the NEO’s outstanding, unvested options and restricted stock become fully vested (A) if the equity awards are not assumed or (B) if the equity awards are assumed and the NEO’s employment is terminated without cause or for good reason within 12 months following the change in control, and (ii) the NEO will vest in a number of Performance Share Units equal to the greater of (A) a pro rata portion of his or her Performance Share Units to the extent the applicable performance goals are otherwise satisfied and (B) his or her target number of Performance Share Units. In addition, the deferred stock units and restricted stock units granted under the matching component of the MSPP become 100% vested (i) if such units are not assumed or (ii) if such units are assumed and the participant is terminated without cause or resigns for good reason (as such terms are defined in the matching component of the MSPP) within 24 months following the change in control of the Company. Neither the employment agreements nor the equity award agreements provide for any excise or other tax gross-up other than the potential for payment of the Indemnity Amount discussed above. The table below summarizes the potential cash payments and estimated equivalent cash value of benefits that will be generally owed to our NEOs under the terms of their employment agreements and equity award agreements described above in connection with the occurrence of the following various scenarios as of December 31, 2023 (other than for Mr. Smith, who retired on January 1, 2024 and whose retirement payments and benefits are described below). Amounts shown do not include the Accrued Benefits.
Potential Payments upon Termination or a Change in Control
| | | | Without Cause/ | | | | | | | Non-renewal | For Good | | | | | Executive | | by Company | Reason | Death | Disability | Retirement | | Officer | Benefit | ($)(1) | ($)(2) | ($) | ($)(3) | ($)(4) | | William M. Walker | Cash | 6,128,124(5) | 6,128,124(5) | N/A | N/A | N/A | | | Continued Life and Health | 17,352(6) | 17,352(6) | N/A | N/A | N/A | | | Equity Acceleration | 2,895,585(7)(8) | 2,895,585(7)(8) | 13,853,649(7)(9) | 13,853,649(7)(9) | N/A | | | Total | 9,041,061 | 9,041,061 | 13,853,649 | 13,853,649 | N/A | | Gregory A. Florkowski | Cash | 1,522,855(5) | 1,522,855(5) | N/A | N/A | N/A | | | Continued Life and Health | 23,550(6) | 23,550(6) | N/A | N/A | N/A | | | Equity Acceleration | 1,021,514(7)(8) | 1,021,514(7)(8) | 2,739,892(7)(9) | 2,739,892(7)(9) | N/A | | | Total | 2,567,919 | 2,567,919 | 2,739,892 | 2,739,892 | N/A | | Stephen P. Theobald | Cash | 2,183,409(5) | 2,183,409(5) | N/A | N/A | N/A | | | Continued Life and Health | 306(6) | 306(6) | N/A | N/A | N/A | | | Equity Acceleration | 1,107,103(7)(8) | 1,107,103(7)(8) | 5,897,288(7)(9) | 5,897,288(7)(9) | N/A | | | Total | 3,290,818 | 3,290,818 | 5,897,288 | 5,897,288 | N/A | | Richard M. Lucas | Cash | 1,812,159(5) | 1,812,159(5) | N/A | N/A | N/A | | | Continued Life and Health | 23,550(6) | 23,550(6) | N/A | N/A | N/A | | | Equity Acceleration | 1,021,958(7)(8) | 1,021,958(7)(8) | 3,107,123(7)(9) | 3,107,123(7)(9) | N/A | | | Total | 2,857,667 | 2,857,667 | 3,107,123 | 3,107,123 | N/A |
Potential Payments upon Termination or a Change in Control
| (1) This column describes the payments and benefits that become payable if the Company elects not to renew the employment agreement. |
Potential Payments upon Termination or a Change in Control
| (2) The term “cause” means any of the following, subject to any applicable cure provisions: (i) the conviction of the executive of, or the entry of a plea of guilty or nolo contendere by the executive to, any felony; (ii) fraud, misappropriation or embezzlement by the executive; (iii) the executive’s willful failure or gross negligence in the performance of his or her assigned duties for the Company; (iv) the executive’s breach of any of his or her fiduciary duties to the Company; (v) a material violation of a material Company policy; or (vi) the material breach by the executive of any material term of the employment agreement. |
Potential Payments upon Termination or a Change in Control
The term “good reason” means any of the following, subject to any applicable cure provisions, without the executive’s consent: (i) the assignment to the executive of substantial duties or responsibilities inconsistent with the executive’s position at the Company, or any other action by the Company which results in a substantial diminution of the executive’s duties or responsibilities; (ii) a requirement that the executive work principally from a location that is 20 miles further from the executive’s residence than the Company’s address on the effective date of the executive’s employment agreement; (iii) a 10% or greater reduction in the executive’s aggregate base salary, target bonus , excluding any reductions caused by the failure to achieve performance targets, or annual grant date fair value of time-based equity awards; or (iv) any material breach by the Company of the employment agreement.
Potential Payments upon Termination or a Change in Control
| (3) The term “disability” means such physical or mental impairment as would render the executive unable to perform each of the essential duties of the executive’s position by reason of a medically determinable physical or mental impairment which is potentially permanent in character or which can be expected to last for a continuous period of not less than 12 months. |
Potential Payments upon Termination or a Change in Control
| (4) The term “retirement” means the executive’s resignation on or after age 65. As of December 31, 2023, Mr. Smith had attained age 65 and was retirement-eligible. Messrs. Walker, Theobald, Florkowski and Lucas had not attained age 65 and were not retirement-eligible. |
Potential Payments upon Termination or a Change in Control
| (5) Represents the sum of the following: (i) the executive’s 2023 base salary at December 31, 2023, to be paid for a period of 12 months in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to payroll deductions and withholdings, (ii) two times the average annual bonus earned by the executive for 2021 and 2022, and (iii) the executive’s earned 2023 bonus (based on actual performance). |
Potential Payments upon Termination or a Change in Control
| (6) Represents the value of life and health benefits paid by the Company for 12 months. |
Potential Payments upon Termination or a Change in Control
| (7) Includes the value of accelerated vesting of restricted stock granted to the executives. The acceleration value of the restricted stock was calculated using the closing price of $111.01 per share on December 29, 2023. |
Potential Payments upon Termination or a Change in Control
The value of accelerated vesting of Performance Share Units is included in the columns for termination without cause or for good reason, due to death and due to disability. The acceleration value of the Performance Share Units is calculated using the closing price of $111.01 per share on December 29, 2023 and the applicable number Performance Share Units under our 2021-2023, 2022-2024 and 2023-2025 performance share plans that are eligible to vest upon such a termination pursuant to the terms of the applicable award agreement. For termination without cause or for good reason, the number of Performance Share Units reported for the 2021-2023 performance share plan is based on the actual level of performance. The number of Performance Share Units reported for the 2022-2024 performance share plan is based on no achievement of the revenue goal, return on equity goal, or the diluted earnings per share goal, which is reflective of performance during 2022 and 2023. The number of Performance Share Units reported for the 2023-2025 performance share plan is based on no achievement of the revenue goal, return on equity goal, or the diluted earnings per share goal, which is reflective of performance during 2023. For termination due to death and disability, the number of Performance Share Units for each of the 2021-2023, 2022-2024 and 2023-2025 performance plans is the number that would be achieved under the target level of performance.
Potential Payments upon Termination or a Change in Control
| (8) Does not include the value of accelerated vesting of deferred stock units and restricted stock units granted under the matching component of the MSPP upon a termination of employment without cause or for good reason occurring within 24 months of a change in control. For additional information, see the table below. |
Potential Payments upon Termination or a Change in Control
| (9) Includes the value of accelerated vesting of deferred stock units and restricted stock units granted under the matching component of the MSPP, calculated using the closing price of $111.01 per share on December 29, 2023. |
Potential Payments upon Termination or a Change in Control
In addition to the applicable amounts disclosed in the table above, the table below sets forth the estimated value as of December 31, 2023 of accelerated vesting that will be generally owed to our NEOs under the terms of the matching component of the MSPP described above if the NEO’s employment is terminated without cause or the NEO resigns for good reason within 24 months of a change in control of the Company or if awards under the matching component of the MSPP are not assumed in the change in control transaction. Mr. Smith retired on January 1, 2024 and consequently is not entitled to receive these benefits.
Potential Payments upon Termination or a Change in Control
| | | Without Cause/For Good Reason | | | | Within 24 Months of a Change in | | Executive Officer | Benefit | Control ($)(1) | | William M. Walker | Equity Acceleration | 1,295,975 | | Gregory A. Florkowski | Equity Acceleration | 370,384 | | Stephen P. Theobald | Equity Acceleration | 1,095,995 | | Richard M. Lucas | Equity Acceleration | 380,162 |
Potential Payments upon Termination or a Change in Control
| (1) Represents the value of accelerated vesting of deferred stock units and restricted stock units granted under the matching component of the MSPP upon a termination of employment without cause or for good reason occurring within 24 months of a change in control. The acceleration value is calculated using the closing price of $111.01 per share on December 29, 2023. |
Potential Payments upon Termination or a Change in Control
Amounts that could be payable under the NQDCP upon a triggering event described in this section are disclosed above in the “2023 Nonqualified Deferred Compensation” table and related narrative. On January 1, 2024, Mr. Smith retired from the Company. In connection with his retirement, Mr. Smith received immediate vesting of 14,963 shares of restricted stock and 3,973.86 shares of restricted stock units, comprising his matching awards under the MSPP, which shares had a closing price value of $111.01 per share on December 29, 2023. Mr. Smith also received $28,846 for his accrued paid time off.
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Walker, our CEO. We consider the pay ratio specified below to be a reasonable estimate, calculated in a manner intended to be consistent with Item 402(u) of Regulation S-K. We identified the median employee by examining taxable earnings of all employees employed by us on December 31, 2023, excluding (i) our CEO and (ii) all 34 employees located in countries outside of the United States, representing approximately 2.56% of the Company’s total employees. Except for the CEO and non-U.S. employees, we included all employees, whether employed on a full-time or part-time basis, and did not make any estimates, assumptions or adjustments to any annual base salaries. After identifying the median employee based on taxable earnings, we calculated annual total compensation for 2023 for such employee using the same methodology we used for our NEOs as set forth in the 2023 Summary Compensation Table earlier in this section. For 2023, the annual total compensation of the median employee was $145,770. For 2023, the annual total compensation of our CEO was $4,821,113. The resulting pay ratio of the annual total compensation of our CEO to the annual total compensation of the median employee for 2023 was 33:1.
Pay-Versus-Performance(1)
| (1) Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |
Director Compensation
Director Compensation The following table sets forth 2023 compensation for each non-employee director who was a member of our Board in 2023. Messrs. Walker and Smith also serve as members of our Board but do not receive any additional compensation for providing these services. Refer to our “2023 Summary Compensation Table” for information regarding 2023 compensation for Messrs. Walker and Smith.
2023 Director Compensation
2023 Director Compensation
2023 Director Compensation
| | Fees Earned or | Stock Awards | | | Name | Paid in Cash ($) | ($)(1) | Total ($) | | Michael D. Malone | 165,000 | 149,971 | 314,971 | | Donna C. Wells | 135,000 | 149,971 | 284,971 | | John Rice | 125,000 | 149,971 | 274,971 | | Dana L. Schmaltz | 120,000(2) | 149,971 | 269,971 | | Ellen D. Levy | 120,000 | 149,971 | 269,971 | | Michael J. Warren | 110,000(2) | 149,971 | 259,971 |
2023 Director Compensation
| (1) Amounts shown in this column represent the grant date fair value in accordance with FASB ASC Topic 718 of restricted common stock and restricted stock units multiplied by the number of shares or restricted stock units, respectively, granted to each Board member. As of December 31, 2023, each director held 2,303 shares of unvested restricted stock or unvested restricted stock units. |
2023 Director Compensation
| (2) Amount includes the value of restricted stock units received in lieu of directors’ fees for service in 2023 and fees received in cash. 2023 compensation for our non-employee directors consisted of the following: |
2023 Director Compensation
| ● | an annual base cash retainer of $100,000; and |
2023 Director Compensation
| ● | an annual award of $150,000 of shares of restricted stock (rounded down to the nearest whole share) under our 2020 Equity Incentive Plan granted on the date of the 2023 annual meeting of stockholders, which vests on the one-year anniversary of the date of grant, subject to the director’s continued service on our Board |
2023 Director Compensation
In addition, our compensation program for non-employee directors provided for the following additional annual cash retainers:
2023 Director Compensation
| ● | Audit and Risk Committee: Chair — $25,000; Member — $10,000; |
2023 Director Compensation
| ● | Compensation Committee: Chair — $25,000; Member — $10,000; |
2023 Director Compensation
| ● | Nominating and Corporate Governance Committee: Chair — $15,000; Member — $10,000; and |
2023 Director Compensation
| ● | the Lead Director receives an additional annual cash retainer of $30,000. |
2023 Director Compensation
Under the Deferred Compensation Plan for Non-Employee Directors (“Director Deferred Compensation Plan”), non-employee directors may voluntarily elect to purchase shares of the Company’s common stock with up to 100% of their annual director compensation. On the date that the compensation would otherwise be paid, the portion of the compensation that is deferred will be used to purchase deferred stock units at the fair market value of the Company’s common stock on such date. These deferred stock units granted under the Director Deferred Compensation Plan are fully vested and non-forfeitable on the date of purchase with respect to deferred stock units received in respect of cash compensation, and the deferred stock units granted in respect of restricted stock are subject to the same vesting or other forfeiture restrictions that would have otherwise applied to such restricted stock. With respect to each deferred stock unit granted under the Director Deferred Compensation Plan, the Company will issue to the participant one share of the Company’s common stock on the date elected by the participant, which will be the first to occur of (i) within 90 days following the participant’s separation from the Company, (ii) immediately prior to, on or within 30 days following a change in control, (iii) within 90 days following the participant’s disability, (iv) within 90 days following the participant’s death or (v) if the participant has elected to receive payment while still a member of our Board, the date that is three, five or ten years following the last day of the applicable plan year in which an amount was deferred. Stock Ownership Guidelines for Our Non-Employee Directors Our Board has adopted stock ownership guidelines for our non-employee directors. Under those guidelines, our non-employee directors, are required to own stock equal to five times the annual base cash retainer. Stock ownership for the purpose of these guidelines includes stock, restricted stock and stock units, but does not include shares underlying vested or unvested stock options. Non-employee directors are required to achieve the ownership threshold by the five-year anniversary of the director joining our Board.
6.AWARD ELIGIBILITY AND LIMITATIONS
| 6.3 | Director Compensation. |