(Amendment No. )
☐ | Preliminary Proxy Statement | |||||||
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3, 2022
2022.
firm for the year ending December 31, 2022.
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San Clemente, California | GREGORY K. STAPLEY | ||||||||||
Dated: March 18, 2022 | EXECUTIVE CHAIRMAN OF THE BOARD |
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3, 2022
•To elect Mr. Allen C. Barbieri, Mr. Jon D. Kline and Ms. Diana M. Laing, Ms. Anne Olson, Mr. Spencer G. Plumb, Mr. Gregory K. Stapley and Ms. Careina D. Williams to the Board of Directors to serve until the Company’s 20202023 annual meeting of stockholders and until their respective successors are duly elected and qualified (Proposal 1).
•To approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 2).
•To ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the year ending December 31, 20192022 (Proposal 3).
The Board of Directors recommends you voteFOR the election of each of Mr. Barbieri, Mr. Kline and Ms. Laing to the Board of Directors of each of the Board of Director’s five director nominees, FOR the compensation of the Company’s named executive officers,and FOR the ratification of the appointment of Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
2022.
Stockholder
stockholder of record and you received a copy of the proxy materials by mail, you may instead mark, sign and date the proxy card you received and return it in the accompanying prepaid and addressed envelope so that it is received by the Company before the polls close for voting at the Annual Meeting in order for your shares to be voted at the Annual Meeting. If you hold your shares in street name, please provide your voting instructions by the deadline specified by the broker, bank or other nominee that holds your shares.
The current terms of our Class II directors and of Allen C. Barbieri, who was elected to As further described below, our Board of Directors has selected five director nominees for aone-year termelection at the 2018 Annual Meeting, expire at this Annual Meeting. OnIn March 2022, Mr. Allen Barbieri resigned from our Board of Directors and the recommendationBoard of Directors appointed Ms. Careina D. Williams to the nominating and corporate governance committeeBoard to fill the vacancy resulting from Mr. Barbieri’s resignation. Ms. Williams was initially identified as a potential director candidate by one of our independent directors. In addition, to facilitate the further refreshment of our Board of Directors, including to increase its diversity and lower the average tenure of our Board members, the Board has nominated one new director nominee, Ms. Anne Olson, who is not currently a director of the Company. Ms. Olson was initially identified as a potential director candidate by our Executive Chairman. Mr. Jon D. Kline is not a nominee for election at the Annual Meeting and his term of service will end immediately prior to the Annual Meeting.
Messrs. Barbieri and Kline and Ms. Laing have eachDirectors will continue to consist of five directors immediately following the Annual Meeting.
Directors and
Nominees
Name | Age | Director | ||
Allen C. Barbieri | 60 | 2015 | ||
Jon D. Kline | 52 | 2014 | ||
Diana M. Laing | 64 | 2019 | ||
Spencer G. Plumb | 44 | 2017 | ||
Gregory K. Stapley | 59 | 2013 |
Nominees for Election to the Board of Directors
Allen C. Barbieri
Name | Age | Director Since | ||||||||||||
Diana M. Laing | 67 | 2019 | ||||||||||||
Anne Olson | 45 | — | ||||||||||||
Spencer G. Plumb | 47 | 2017 | ||||||||||||
Gregory K. Stapley | 62 | 2013 | ||||||||||||
Careina D. Williams | 46 | 2022 |
National Bank, a commercial bank that was sold to US Bank in 1998. While at Pacific National Bank, Mr. Barbieri served as the Chief Executive Officer of Alta Residential Mortgage Trust, a mortgage REIT, whose largest stockholder and cofounder was Lehman Brothers. Prior to that, Mr. Barbieri served as President of Capital Bancorp, a commercial bank holding company, Chief Financial Officer of First Federal Bank, and as an Investment Banking Associate of Merrill Lynch Capital Markets in New York. Mr. Barbieri holds a Bachelor’s Degree in Business Management from Brigham Young University and an M.B.A. from the Massachusetts Institute of Technology, Sloan School of Management. Mr. Barbieri’s leadership experience, his extensive management experience, financial markets experience, general financial knowledge and his executive leadership experience in a REIT qualify him to serve on our Board of Directors.
Jon D. Kline has served as a member of our Board of Directors since his appointment to the Board in 2014. Mr. Kline is the Founder and Chief Executive Officer of Clearview Hotel Capital, LLC, a privately-held hotel investment and advisory company focused on acquiring and asset-managing hotels in urban and unique locations. Mr. Kline founded Clearview Hotel Capital in 2007. He previously served as President and Chief Financial Officer of Sunstone Hotel Investors, Inc. (NYSE:SHO). Prior to Sunstone, Mr. Kline oversaw the U.S. hospitality and leisure investment banking practice at Merrill Lynch & Co., with responsibility for lodging, gaming, restaurants and other leisure industries. Prior to Merrill Lynch, Mr. Kline was a real estate investment banker at Smith Barney, focused on lodging and other real estate asset classes. Prior to Smith Barney, Mr. Kline was an attorney with Sullivan & Cromwell LLP. Mr. Kline currently serves on the board of directors of KBS Growth + Income REIT. Mr. Kline holds a B.A. in Economics from Emory University and a J.D. from New York University School of Law. Mr. Kline’s executive leadership experience in a publicly-traded REIT, his professional and educational background, his network of relationships with real estate professionals and his extensive background and experience in public markets and in real estate and finance transactions qualify him to serve on our Board of Directors.
Diana M. Lainghas served as a member of our Board of Directors since her appointment to the Board in January 2019. Ms. Laing currently serves as the Interim Executive Vice President (since(from October 2018)2018 until May 2019) and Interim Chief Financial Officer (since(from November 2018)2018 until May 2019) of Alexander & Baldwin, Inc. (NYSE:ALEX), a Hawaii-based publicly-traded commercial real estate investment trust (“REIT”), which completed its conversion to REIT status as of the 2017 tax year. She is also a director nominee at that firm, having been nominated for election at Alexander & Baldwin’s upcoming annual meeting of stockholders, and expects to complete her interim management duties there in the near future. FromFrom 2014 until June 2018, Ms. Laing was the Chief Financial Officer of American Homes 4 Rent (NYSE:AMH), a publicly traded REIT focused on the acquisition, renovation, leasing and operation of single-family homes as rental properties. From May 2004 until its merger with Parkway Properties of Orlando, Florida in December 2013, Ms. Laing was the Chief Financial Officer and Secretary of Thomas Properties Group, Inc., a publicly traded real estate operating company and institutional investment manager focused on the development, acquisition, operation and ownership of commercial properties throughout the
Directors Not StandingAnne Olson is standing for Electionelection to theour Board of Directors
for the first time at the Annual Meeting. Ms. Olson currently serves as Chief Operating Officer and Secretary of Centerspace (NYSE:CSR), a multifamily-focused real estate investment trust, since 2018, and served as Centerspace’s Executive Vice President, General Counsel and Secretary from 2017 to 2018. From 2011 to 2017, Ms. Olson was in the private practice of law, most recently as a partner with the law firm of Dorsey & Whitney LLP in its Real Estate Practice Group, and previously with Lindquist & Vennum LLP, where her practice focused on real estate development and investments for REITs, private equity funds, and national developers and owners. From 2006 to 2011 she served as Director of Investment Operations and in-house counsel for Welsh Companies, LLC and its affiliates. Prior to 2009, Ms. Olson served as Vice President and Corporate Counsel for U.S. Bank, N.A., and as an associate attorney at Larkin, Hoffman, Daly & Lindgren LLC and Dorsey & Whitney LLP. Ms. Olson is an active member of the Urban Land Institute and the National Multifamily Housing Counciland is a member of its Innovation Committee.She holds a B.A. in English from Drake University, and a J.D. from Drake University Law School. Ms. Olson’s executive leadership experience in a growing public REIT, expertise in complex real estate transactions, legal experience working in and advising public and other companies, and general real estate knowledge and experience qualify her to serve on our Board of Directors.
Officer until January 2022. In addition, our Board of Directors previously determined that Mr. Barbieri was an independent director under the applicable rules of Nasdaq during his service on the Board through his resignation on March 10, 2022.
compensation programs are designed to reward our named executive officers and other employees for the achievement of the Company’s corporate strategies, business objectives and the creation of long-term value for stockholders, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The compensation committee has concluded that the current executive compensation program does not encourage inappropriate or excessive risk-taking. In making its determination, the compensation committee noted that each named executive officer’s direct compensation under our executive compensation program consists primarily of a fixed base salary, an annual incentive bonus opportunity and long-term equity incentive awards. Annual incentive bonuses are balanced with long-term equity incentives, which are generally subject to a multi-year vesting schedule.
These executive sessions are chaired by our lead independent director.
2021 annual meeting of stockholders.
Director | Audit Committee | Compensation Committee | Nominating and Corporate Governance Committee | |||
Allen C. Barbieri | ● | ● | Chair | |||
Jon D. Kline | Chair | ● | ||||
Diana M. Laing | ● | ● | ||||
Spencer G. Plumb | Chair | ● | ||||
Gregory K. Stapley | ||||||
Total Meetings in 2018 | 7 | 4 | 3 | |||
Compensation Committee. Our compensation committee currently consists2021:
Director | Compensation Committee | Audit Committee | Nominating and Corporate Governance Committee | Sustainability & Corporate Responsibility Committee | ||||||||||||||||||||||
Jon D. Kline** | Chair | ● | ● | |||||||||||||||||||||||
Diana M. Laing | ● | ● | ||||||||||||||||||||||||
Spencer G. Plumb | Chair | ● | ● | ● | ||||||||||||||||||||||
Gregory K. Stapley | ||||||||||||||||||||||||||
Total Meetings in 2021 | 7 | 4 | 4 | 4 |
•review executive compensation plans in light of the Company’s goals and objectives with respect to such plans, and adopt new, or amend existing, executive compensation plans as appropriate;
•evaluate the performance of our Chief Executive Officer and other executive officers;
•review and approve the compensation of our executive officers, including salary and bonus awards;
•review and make recommendations to the Board regarding compensation to directors for service on the Board and its committees;
•administer our various employee benefit and equity incentive programs;
•review and discuss with management our Compensation Discussion and Analysis and recommend to the Board whether the Compensation Discussion and Analysis should be included in the annual proxy statement or annual report, as applicable; and
•prepare an annual report on executive compensation for inclusion in our proxy statement.
Audit Committee. Our audit committee currently consists of Messrs. Barbieri2021 to provide valuation and Klinedesign support for our new relative total shareholder return (“TSR”) performance-based equity awards that were introduced into our executive compensation program for 2021. As discussed under “Compensation Discussion and Ms. Laing. Mr. Kline serves as chairmanAnalysis — Role of the audit committee.Compensation Consultant” below, the compensation committee assessed the independence of Pearl Meyer and Infinite Equity and concluded that its engagement of Pearl Meyer and Infinite Equity does not raise any conflict of interest with the Company.
•be responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm;
•review and approve in advance all permitted audit andnon-audit engagements and relationships between us and our independent registered public accounting firm;
•evaluate our independent registered public accounting firm’s qualifications, independence and performance;
•review and discuss with our independent registered public accounting firm their audit plan, including the timing and scope of audit activities;
•review our consolidated financial statements;
•review our critical accounting policies and practices;
•review the adequacy and effectiveness of our accounting and internal control policies and procedures;
•review with our management any significant deficiencies and material weaknesses in the design and operation of our internal controls;
•review with our management any fraud that involves management or other employees who have a significant role in our internal control over financial reporting;
•establish procedures for the receipt, retention and treatment of complaints regarding internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
•review on an ongoing basis and approve or disapprove related party transactions;
•discuss with our management and our independent registered public accounting firm the results of our annual audit and the review of our quarterly consolidated financial statements.
•assist in identifying, recruiting and, if appropriate, interviewing candidates qualified to become members of our Board of Directors, consistent with criteria approved by our Board of Directors and the nominating and corporate governance committee;
•recommend to our Board of Directors individuals qualified to serve as directors and on committees of our Board of Directors;
•advise our Board of Directors with respect to boardBoard composition, procedures and committees;
•recommend to our Board of Directors certain corporate governance matters and practices; and
•conduct an annual self-evaluation of our Board of Directors.
Although we do not have a formal diversity policy, we
Board of Directors believes it is important for each member of the Board of Directors to possess skills and knowledge in the areas of leadership of large, complex organizations, leadership experience in publicly-traded companies, operational experience in heavily-regulated businesses, finance, strategic planning, legal, government relations and relevant industries, especially the healthcare and real estate industries. These considerations help the Board of Directors as a whole to have the appropriate mix of skills and experiences for the optimal functioning of the Board of Directors in its oversight of our Company. As part of its periodic self-assessment process, the nominating and corporate governance committee annually reviews and evaluates its performance, includingas well as the overall composition of the Board of Directors and the criteria that it uses for selecting nominees in light of the specific skills and characteristics necessary for the optimal functioning of the Board of Directors in its oversight of our Company.
Board and Director Evaluation Process
In line with the Board’s succession planning, in December 2021, we announced the appointment of Mr. Sedgwick as our Chief Executive Office effective January 2022. Mr. Sedgwick succeeds founding Chairman and Chief Executive Officer, Mr. Stapley, who is continuing to serve as our Executive Chairman.
Name | Age | Position | ||||||||||||
Gregory K. Stapley | Executive Chairman | |||||||||||||
David M. Sedgwick | 46 | President and Chief Executive Officer | ||||||||||||
William M. Wagner | Chief Financial Officer | |||||||||||||
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Mark D. Lamb | Chief Investment Officer |
David M. Sedgwick currently serves as our Chief Operating Officer, a position he has held since August 2018. He previously served as our Vice President of Operations from May 2014 to August 2018. He is a licensed nursing home administrator and, prior to joining CareTrust REIT, served in several key leadership roles at Ensign since 2001. During 2013, he operated Ensign’s newly-built Medicare-only skilled nursing facility (“SNF”) in Denver, Colorado, and simultaneously supported all of Ensign’s skilled nursing operations in Colorado. During 2012, he served as President of Ensign’s Maryland-based urgent care franchise venture, Doctors Express. From 2007 to 2012, Mr. Sedgwick served as Ensign’s Chief Human Capital Officer, with responsibility for recruiting and training more than 100 licensed nursing home administrators and directing Ensign University, which included Ensign’s administrator training program. From 2002 to 2007, he operated three Ensign SNFs in two states. Mr. Sedgwick holds a B.S. in Accounting from Brigham Young University and an M.B.A. from the University of Southern California. Mr. Sedgwick is Mr. Stapley’s
Mark D. Lamb has served as our Chief Investment Officer since August 2018. He previously served as our Director of Investments from July 2014 to August 2018, and has been instrumental in building the post-spinoff portion of the Company’s portfolio. He is a licensed nursing home administrator and, prior to joining the Company in 2014, served as an administrator at one of Plum Healthcare’s flagship post-acute facilities from 2011 to 2014. Mr. Lamb served as Director of Investments at Nationwide Healthcare Properties, Inc., a healthcare REIT, from
Officer*
David M. Sedgwick – Chief Operating Officer
and Treasurer
We believe that 2018 was a successful year for the Company. Our
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Raising $182.3 million gross proceeds under ourAt-The-Market Offering Program;
Acquiring 12 properties (consisting• Collecting 100% of 10 skilled nursing facilitiescontractual cash rents from our tenants during 2021;
Investing approximately $112.0 million (inclusive• Increasing our common dividend by $0.06 to $1.06 from $1.00, even as certain other healthcare REITs continued to decrease their dividends;
Generating total stockholder return of approximately 15.9% (versus approximately 6.2% for the SNL US REIT Healthcare Index)stock-based compensation (“EBITDA”) for the year ended December 31, 2018.
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•Our executive compensation philosophyprogram is to pay ourstructured so that more than two-thirds of the named executive officers what we believe are below-market base salaries, and to award performance-basedofficers’ total annual cash incentive opportunities that factor in these lower base salary levels to provide a meaningful annual cash compensation opportunity for over-performance;
•Annual equity and cash incentive bonuses are performance based and tied to the achievement of three performance metrics that we believe are aligned with the Company’s corporate strategies, business objectives and the creation of long-term value for our stockholders;
•Beginning with our executive compensation program for 2017,2020, we modifiedadded an additional incentive component to the performance metrics for the Chief Executive Officer’s annual incentives that required the achievement of certain measurable environmental, social and governance objectives (“ESG Incentives”), and for 2021 we included ESG Incentives as a performance metric for the annual cash incentive bonus opportunity for our performance-based restricted stock award program so thatPresident and Chief Operating Officer in addition to the annual performance requirement we have had in prior years, 50% of the number of restricted shares granted (based on prior year performance) were subject to additional performance-based vesting over a four-year period and only vest if we achieve objective normalized FFO per share growth hurdles. We continued this performance-based restricted stock award program in 2018.
•Attract, motivate and retain quality executive officers to ensure the success and growth of the Company;
•Align executive compensation with the Company’s corporate strategies, business objectives, corporate responsibility initiatives and the creation of long-term value for our stockholders;
•Connect short- and long-term incentive awards to performance metrics that we believe drive the performance of our Common Stock over the long-term;
•Utilize various performance metrics to minimize the potential for risk associated with over-weighting any particular performance metric; and
•Link our named executive officers’ interests with our stockholders’ interests by tying executive compensation to our performance and increases in long-term stockholder value.
2016,2021, the compensation committee retained ChristensonPearl Meyer as its independent compensation consultant. Christenson specializesconsultant, who has served as the committee’s compensation consultant since 2020. The compensation committee also retained Infinite Equity as an additional independent compensation consultant in providing2021 to provide valuation and design support for our new relative TSR performance-based equity awards that were introduced into our executive compensation advisory services to the global real estate industry. program for 2021.The compensation committee was directly responsible for the appointment, compensation and oversight of Christenson’sPearl Meyer’s and Infinite Equity’s work. The
compensation committee had previouslyhas assessed the independence of ChristensonPearl Meyer and Infinite Equity pursuant to applicable SEC and Nasdaq rules and concluded that no conflict of interest existed with respect to Christenson’sPearl Meyer’s or Infinite Equity’s services to the compensation committee. ChristensonNeither Pearl Meyer nor Infinite Equity has not performed any services for us, except for compensation-related services on behalf of, and as instructed by, the compensation committee.
Christenson’s
In connection withselected the comprehensive compensation survey performed by Christenson in 2016 and based on Christenson’s recommendations, the compensation committee selected two separate peer groups in 2016, which it continued to use to inform its compensation decisions for 2017 and 2018. Our objective in selectingfollowing companies as our firstnew peer group was to include the group of other public real estate companies that we believe we most directly compete with for both business and executive talent. The compensation committee believes it is important to understand what our direct competitors are paying their executives, and uses this information as one of the data points it considers when determining the compensation levels for the named executive officers. We refer to this peer group as our “Direct Competitor Peers,” and it includes the following nine companies:
Direct Competitor Peers
Alexandria Real Estate Equities,2021 (the “2021 Peer Group”):
Care Capital Properties, Inc. (prior to its acquisition in August 2017)
Medical Properties Trust, Inc.
Our objective in selecting our second peer group was to include a group ofsimilarly-sized public real estate companies. In selecting this peer group, we performed a market capitalization screen of public real estate companies in December 2015 and selected companies having market capitalizations ranging from approximately $700 million to $2 billion. In paring down the group of public real estate companies satisfying our market capitalization criteria, we emphasized the inclusion of companies that we believe are either our competitors or who have similar characteristics to the Company. Our objective in selecting the companies in this peer group was to position the Company’s market capitalization at approximately the 50th percentile level of the market capitalizations of the peer group of companies (as measured when the peer group was constructed in December 2015). We reviewed the current market capitalizations of the peer group of companies in March 2019 and believe this mixture of companies generally remains similar in size to the Company, as the peer group market capitalizations ranged from approximately $560 million to just under $5 billion (with all but three of the peer companies having market capitalizations in March 2019 below $2 billion). The compensation committee believes it is important to understand whatsimilarly-sized public real estate companies are paying their executives, and uses this information as one of the data points it considers when determining the compensation levels for the named executive officers. We refer to this peer group as our “Compensation Peers,” and it includes the following nine companies:
Compensation Peers
AgreeTerreno Realty Corporation
Chatham Lodging Trust
Coresite Realty Corporation
Getty Realty Corp.
LTC Properties, Inc.
Monmouth
One Liberty Properties, Inc.
Physicians Realty Trust
Urstadt Biddle Properties Inc.
The purpose of our 2016 compensation survey was to provide the compensation committee with information on the compensation levels at the Direct Competitor Peers and Compensation Peers. The compensation committee currently does not believe a comprehensive compensation survey needs to be performed on an annual basis. The compensation committee currently intends to engage an independent compensation consultant to perform a comprehensive survey either once every two or three years, or more frequently if it is considering any structural changes to our executive compensation program. Consistent with this intent, the compensation committee has engaged Christenson to update the compensation survey for 2019 and make recommendations regarding the compensation of our executive officers.
At the Annual Meeting, we will be providing our stockholders with the opportunity to cast anon-binding, advisory vote on the compensation of our named executive officers. This vote is known as the“say-on-pay”
“say-on-pay” proposal. Stockholders have overwhelmingly voted in favor of oursay-on-pay proposal since they first had an opportunity to do so at ourour 2017 annual meeting of stockholders, with over 99% of the votes cast in favor of oursay-on-pay proposal at our 20172021 annual meeting of stockholders, and over 97% of the votes cast in favor of oursay-on-pay proposal at each of our 2018previous annual meeting.meetings of stockholders since 2017. We believe the overwhelmingly positive support demonstrates that stockholders support the structure and objectives of our executive compensation program. For 2018,We believe the compensation committee retained substantially the samerefinements introduced into our executive compensation program in 2021 continue to improve the performance-based design of our program, and that was in place during 2017.our new relative TSR long-term equity awards further link the interests of our named executive officers and our stockholders. The compensation committee will consider the outcome of this year’ssay-on-pay proposal when making future compensation decisions for the named executive officers.
2018
Stock.
2018COVID-19 pandemic.
Our executive
Design
Named Executive Officer | Annual Cash Incentive Bonus Target | |||||||
Gregory K. Stapley | $ | 1,110,000 | ||||||
David M. Sedgwick | $ | 475,000 | ||||||
William M. Wagner | $ | 472,500 | ||||||
Mark D. Lamb | $ | 450,000 |
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The compensation committee determined that the relative increases over
motivate the executives to grow and diversify our portfolio while at the same time motivating them to responsibly manage our capital structure and use of leverage. The following table illustrates the performance metrics set forth above for the named executive officers at the threshold, target, high and super high bonus levels.
Performance Measure | Threshold | Target | High | |||||||||
NFFO per share | $ | 1.24 | $ | 1.28 | $ | 1.32 | ||||||
Capital Deployment | $ | 100 million | $ | 175 million | $ | 250 million | ||||||
Average Quarterly Net Debt to EBITDA | 5.0x | 4.7x | 4.4x |
Performance Measure | Threshold | Target | High | Super High | ||||||||||||||||||||||
NFFO per share | $ | 1.425 | $ | 1.445 | $ | 1.465 | $ | — | ||||||||||||||||||
Capital Deployment (in millions) | $ | 100 | $ | 150 | $ | 200 | $ | 400 | ||||||||||||||||||
Average Quarterly Net Debt to Normalized Run Rate EBITDA | 4.25x | 4.0x | 3.75x | — |
Name | Level | NFFO per share | Capital Deployment | Net Debt to EBITDA | Total | |||||||||||||
Gregory K. Stapley | Threshold | 35 | % | 15 | % | 25 | % | 75 | % | |||||||||
Target | 70 | % | 30 | % | 50 | % | 150 | % | ||||||||||
High | 105 | % | 45 | % | 75 | % | 225 | % | ||||||||||
William M. Wagner | Threshold | 25 | % | 10 | % | 15 | % | 50 | % | |||||||||
Target | 50 | % | 20 | % | 30 | % | 100 | % | ||||||||||
High | 75 | % | 30 | % | 45 | % | 150 | % | ||||||||||
David M. Sedgwick | Threshold | 25 | % | 10 | % | 15 | % | 50 | % | |||||||||
Target | 50 | % | 20 | % | 30 | % | 100 | % | ||||||||||
High | 75 | % | 30 | % | 45 | % | 150 | % | ||||||||||
Mark D. Lamb | Threshold | 25 | % | 10 | % | 15 | % | 50 | % | |||||||||
Target | 50 | % | 20 | % | 30 | % | 100 | % | ||||||||||
High | 75 | % | 30 | % | 45 | % | 150 | % |
Name | Level | NFFO per share | Capital Deployment | Net Debt to Normalized Run Rate EBITDA | ESG Incentives | Total | ||||||||||||||||||||||||||||||||
Gregory K. Stapley | Threshold | 25 | % | 15 | % | 20 | % | 5 | % | 65 | % | |||||||||||||||||||||||||||
Target | 40 | % | 25 | % | 27.5 | % | 7.5 | % | 100 | % | ||||||||||||||||||||||||||||
High | 55 | % | 35 | % | 35 | % | 10 | % | 135 | % | ||||||||||||||||||||||||||||
Super High | 55 | % | 75 | % | 35 | % | 10 | % | 175 | % | ||||||||||||||||||||||||||||
David M. Sedgwick | Threshold | 25 | % | 15 | % | 20 | % | 5 | % | 65 | % | |||||||||||||||||||||||||||
Target | 40 | % | 25 | % | 27.5 | % | 7.5 | % | 100 | % | ||||||||||||||||||||||||||||
High | 55 | % | 35 | % | 35 | % | 10 | % | 135 | % | ||||||||||||||||||||||||||||
Super High | 55 | % | 75 | % | 35 | % | 10 | % | 175 | % | ||||||||||||||||||||||||||||
William M. Wagner | Threshold | 35 | % | 10 | % | 20 | % | — | % | 65 | % | |||||||||||||||||||||||||||
Target | 50 | % | 25 | % | 25 | % | — | % | 100 | % | ||||||||||||||||||||||||||||
High | 65 | % | 40 | % | 30 | % | — | % | 135 | % | ||||||||||||||||||||||||||||
Super High | 65 | % | 75 | % | 30 | % | — | % | 170 | % | ||||||||||||||||||||||||||||
Mark D. Lamb | Threshold | 30 | % | 25 | % | 10 | % | — | % | 65 | % | |||||||||||||||||||||||||||
Target | 40 | % | 40 | % | 20 | % | — | % | 100 | % | ||||||||||||||||||||||||||||
High | 50 | % | 55 | % | 30 | % | — | % | 135 | % | ||||||||||||||||||||||||||||
Super High | 50 | % | 100 | % | 30 | % | — | % | 180 | % |
In February 2019,January 2022, the compensation committee assessed performance based on actual results achieved for 2018.2021. The compensation committee determined that the Company achieved a 20182021 NFFO per share amount of $1.2760, 2018$1.494, 2021 capital deployment of approximately $117.7$201.7 million, and a 20182021 average quarterly net debt to normalized run rate EBITDA ratio of 3.85x. 3.69x. Despite the business impacts of the COVID-19 pandemic during 2021, the compensation committee determined not to make any adjustments to the original performance targets, as it believed it was important for the named executive officers’ performance to be measured against the original targets.
Performance Metric | Threshold | Target | High | Actual | ||||||||||||
NFFO per share | $ | 1.24 | $ | 1.28 | $ | 1.32 | $ | 1.2760 | ||||||||
Gregory K. Stapley | 35 | % | 70 | % | 105 | % | 67 | % | ||||||||
William M. Wagner | 25 | % | 50 | % | 75 | % | 48 | % | ||||||||
David M. Sedgwick | 25 | % | 50 | % | 75 | % | 48 | % | ||||||||
Mark D. Lamb | 25 | % | 50 | % | 75 | % | 48 | % | ||||||||
Capital Deployment | $ | 100 million | $ | 175 million | $ | 250 million | $ | 117.7 million | ||||||||
Gregory K. Stapley | 15 | % | 30 | % | 45 | % | 18 | % | ||||||||
William M. Wagner | 10 | % | 20 | % | 30 | % | 12 | % | ||||||||
David M. Sedgwick | 10 | % | 20 | % | 30 | % | 12 | % | ||||||||
Mark D. Lamb | 10 | % | 20 | % | 30 | % | 12 | % | ||||||||
Net Debt to EBITDA | 5.0x | 4.7x | 4.4x | 3.85x | ||||||||||||
Gregory K. Stapley | 25 | % | 50 | % | 75 | % | 75 | % | ||||||||
William M. Wagner | 15 | % | 30 | % | 45 | % | 45 | % | ||||||||
David M. Sedgwick | 15 | % | 30 | % | 45 | % | 45 | % | ||||||||
Mark D. Lamb | 15 | % | 30 | % | 45 | % | 45 | % | ||||||||
Total Annual Cash Incentive Award | Threshold | Target | High | Actual | ||||||||||||
Gregory K. Stapley | 75 | % | 150 | % | 225 | % | 160 | % | ||||||||
William M. Wagner | 50 | % | 100 | % | 150 | % | 105 | % | ||||||||
David M. Sedgwick | 50 | % | 100 | % | 150 | % | 105 | % | ||||||||
Mark D. Lamb | 50 | % | 100 | % | 150 | % | 105 | % |
Performance Metric | Threshold | Target | High | Actual | ||||||||||||||||||||||
NFFO per share | $ | 1.425 | $ | 1.445 | $ | 1.465 | $ | 1.494 | ||||||||||||||||||
Gregory K. Stapley | 25 | % | 40 | % | 55 | % | 55 | % | ||||||||||||||||||
David M. Sedgwick | 25 | % | 40 | % | 55 | % | 55 | % | ||||||||||||||||||
William M. Wagner | 35 | % | 50 | % | 65 | % | 65 | % | ||||||||||||||||||
Mark D. Lamb | 30 | % | 40 | % | 50 | % | 50 | % | ||||||||||||||||||
Capital Deployment | $100 million | $150 million | $200 million | $201.7 million | ||||||||||||||||||||||
Gregory K. Stapley | 15 | % | 25 | % | 35 | % | 35 | % | ||||||||||||||||||
David M. Sedgwick | 15 | % | 25 | % | 35 | % | 35 | % | ||||||||||||||||||
William M. Wagner | 10 | % | 25 | % | 40 | % | 40 | % | ||||||||||||||||||
Mark D. Lamb | 25 | % | 40 | % | 55 | % | 55 | % | ||||||||||||||||||
Net Debt to Normalized Run Rate EBITDA | 4.25x | 4.00x | 3.75x | 3.69x | ||||||||||||||||||||||
Gregory K. Stapley | 20 | % | 27.5 | % | 35 | % | 35 | % | ||||||||||||||||||
David M. Sedgwick | 20 | % | 27.5 | % | 35 | % | 35 | % | ||||||||||||||||||
William M. Wagner | 20 | % | 25 | % | 30 | % | 30 | % | ||||||||||||||||||
Mark D. Lamb | 10 | % | 20 | % | 30 | % | 30 | % | ||||||||||||||||||
ESG Incentives | See “ESG Incentives” above | |||||||||||||||||||||||||
Gregory K. Stapley | 5 | % | 7.5 | % | 10 | % | 10 | % | ||||||||||||||||||
David M. Sedgwick | 5 | % | 7.5 | % | 10 | % | 10 | % | ||||||||||||||||||
William M. Wagner | — | % | — | % | — | % | — | % | ||||||||||||||||||
Mark D. Lamb | — | % | — | % | — | % | — | % |
Total Annual Cash Incentive Award | Threshold | Target | High | Super High | Actual | |||||||||||||||||||||||||||
Gregory K. Stapley | 65 | % | 100 | % | 135 | % | 175 | % | 135 | % | ||||||||||||||||||||||
David M. Sedgwick | 65 | % | 100 | % | 135 | % | 175 | % | 135 | % | ||||||||||||||||||||||
William M. Wagner | 65 | % | 100 | % | 135 | % | 170 | % | 135 | % | ||||||||||||||||||||||
Mark D. Lamb | 65 | % | 100 | % | 135 | % | 180 | % | 135 | % |
Named Executive Officer | Actual Performance | Base Salary | Cash Incentive Award | |||||||||
Gregory K. Stapley | 160 | % | $ | 545,000 | $ | 869,275 | ||||||
William M. Wagner | 105 | % | $ | 342,000 | $ | 357,390 | ||||||
David M. Sedgwick | 105 | % | $ | 315,000 | $ | 329,175 | ||||||
Mark D. Lamb | 105 | % | $ | 315,000 | $ | 329,175 |
2018
Named Executive Officer | Actual Performance | Target Bonus | Cash Incentive Award | |||||||||||||||||
Gregory K. Stapley | 135 | % | $ | 1,110,000 | $ | 1,498,500 | ||||||||||||||
David M. Sedgwick | 135 | % | $ | 475,000 | $ | 641,250 | ||||||||||||||
William M. Wagner | 135 | % | $ | 472,500 | $ | 637,875 | ||||||||||||||
Mark D. Lamb | 135 | % | $ | 450,000 | $ | 607,500 |
Granted in 2021
DesignAs part of the design changes for Awards Earned Based on 2018 Performance. For 2018, the compensation committee used the same performance-based restricted stock award multipliers that it had established for the named executive officers in 2017, with the multipliers for Mr. Lamb set consistent with the multipliers established for Mr. Sedgwick. In settingour 2021 equity awards, we have decided to move away from our prior practice of determining the amount of each named executive officer’s long-term equity award based on the achievement of the annual incentive plan performance metrics in the prior year. Instead, based on the advice of Pearl Meyer, we have switched to a philosophy of awarding each named executive officer a target stock-basedgrant date value of long-term equity awards that is consistent with our philosophy of targeting our named executive officers’ total targeted direct compensation at approximately the 50th percentile of total targeted direct compensation provided by our 2021 Peer Group companies to their similarly situated executives. We believe this is consistent with the practice at our 2021 Peer Group companies and will result in each named executive officer receiving a market-based long-term incentive opportunity each year.
The multipliersthe change in award philosophy and due to the change in the timing of the annual equity awards, for 2018 were established as a percentage ofSummary Compensation Table reporting purposes, each named executive officer’s annualized base salary, as set forthofficer received the following three annual equity awards in 2021: (1) the table below:
Performance Measure Weighting
Name | Level | NFFO per share | Capital Deployment | Net Debt to EBITDA | Total | |||||||||||||
Gregory K. Stapley | Threshold | 70 | % | 30 | % | 50 | % | 150 | % | |||||||||
Target | 120 | % | 50 | % | 80 | % | 250 | % | ||||||||||
High | 165 | % | 70 | % | 115 | % | 350 | % | ||||||||||
William M. Wagner | Threshold | 75 | % | 30 | % | 45 | % | 150 | % | |||||||||
Target | 100 | % | 40 | % | 60 | % | 200 | % | ||||||||||
High | 125 | % | 50 | % | 75 | % | 250 | % | ||||||||||
David M. Sedgwick | Threshold | 50 | % | 20 | % | 30 | % | 100 | % | |||||||||
Target | 75 | % | 30 | % | 45 | % | 150 | % | ||||||||||
High | 115 | % | 45 | % | 65 | % | 225 | % | ||||||||||
Mark D. Lamb | Threshold | 50 | % | 20 | % | 30 | % | 100 | % | |||||||||
Target | 75 | % | 30 | % | 45 | % | 150 | % | ||||||||||
High | 115 | % | 45 | % | 65 | % | 225 | % |
2018award granted in 2021 for 2020 performance forunder our long-termprior philosophy of tying the value of each year’s equity incentive award program was measured usingto our performance against the same performance metrics used under our annual cash incentive award plan described above. If the total achieved percentage values under the cash incentive plan was less than the threshold level for the executive, the executive would not be eligible for any restricted stock award based on 2018 performance. If the total achieved percentage values under the cash incentive plan equaled the threshold level, the executive would earn a restricted stock award having a grant date value determined using the threshold multiplier. Similarly, if performance under the incentive plan was at either the target or high level, the executive would earn a restricted stock award having a grant date value determined using either the target or high multiplier, as applicable. If the actual performance level achieved for any metric falls below the threshold level, no percentage is awarded for that metric. Ifyear; (2) the actual performanceannual equity award opportunity for 2021 that was granted in February 2021 under our new philosophy of awarding each named executive officer a competitive targeted annual equity award each year; and (3) an annual equity award opportunity for 2022 that was granted in December 2021 also under our new award philosophy but reflecting the new annual equity grant schedule we transitioned to beginning with the equity awards for 2022. We believe this is abovea one-time impact created by our change in equity grant philosophy and the high level, high level is awarded forchange in timing of the annual equity grants that metric. If actual performance iswill normalize in between, the percentage for each metric is calculated using straight line linear interpolation. However, each executive’s maximum multiplier is capped at the percentage of annualized base salary reflected2022 and future years, with future annual equity grants expected to be made late in the high column above (i.e., 350% for Mr. Stapley, 250% for Mr. Wagner, 225% for Mr. Sedgwick and 225% for Mr. Lamb).
Once the applicable achieved performance multiplier is determined based on our performance, we multiply the performance multiplier by the executive’s annualized base salary to determine the grant date fair valuefourth quarter of each executive’s restricted stock award. This grant date fair value is then converted into an actual number of restricted shares by dividingcalendar year.
2021 calendar year under our prior philosophy and design structure for equity awards. 50% of the number of any restricted shares awarded for 20182020 performance are subject to additional performance-based vesting conditions over a four-yearthree-year performance period that beginsbegan in 2019.2021. These performance vesting shares are split into fourthree separate substantially equal tranches, with one tranche eligible to vest at the end ofon January 31st in each of the 2019, 2020, 20212022, 2023, and 2022 calendar years.2024. In order for any tranche to vest at the end of theon each applicable calendar year,vesting date, we must achieve a specified NFFO per share growth of at least 6%target for the prior year. If the
applicable NFFO per share growth target is not achieved for any calendar year in the four-yearthree-year performance period, the tranche of shares eligible to vest for the missed year will be eligible to vest at the end of any subsequent calendar year in the performance period if we are able to achieve or exceed the established cumulative NFFO per share growth of at least 6%target per year during the performance period through the end of the applicable measurement year. Any dividends payable on these performance vesting shares are subject to the same performance vesting conditions as the underlying shares, and will only become payable if the performance vesting conditions for the underlying shares are achieved. The compensation committee believes these NFFO growth performance vesting shares, which it first introduced beginning with the long-term equity incentive awards granted in 2018 for 2017 performance, increase the percentage of our long-term stock based incentives that are subject to multi-year performance vesting conditions and further incentivize our named executive officers to drive our per share NFFO growth.
the Company’s TSR performance relative to a custom TSR peer group consisting of other publicly traded healthcare REITs. The following table illustratescompensation committee believes this new performance-based award structure includes several improvements over our prior plan design, including (1) awards will now cliff-vest at the end of three years, rather than being eligible to vest on an annual basis over the length of the performance multiplier actually achieved, andperiod, (2) the value“catch-up” vesting opportunity for missed performance years in our prior plan design has been eliminated, (3) awards will now have a different performance metric (relative TSR) than any of the equityperformance metrics used to measure performance for our annual cash incentive award granted to each named executive officer in February 2019,awards, and (4) awards will become earned solely based on our 2018 performance.
Named Executive Officer | Actual Equity Incentive Performance | Base Salary | Equity Incentive Award ($) | |||||||||
Gregory K. Stapley | 264 | % | $ | 545,000 | $ | 1,438,800 | ||||||
William M. Wagner | 205 | % | $ | 342,000 | $ | 699,390 | ||||||
David M. Sedgwick | 160 | % | $ | 315,000 | $ | 502,425 | ||||||
Mark D. Lamb | 160 | % | $ | 315,000 | $ | 502,425 |
Because these restricted stockTSR performance, which we believe creates a direct link between the value realized by our named executive officers and our stockholders.
Design for Awards Earned Based on 2017 Performance. For 2017, the compensation committee also established performance-based restricted stock award multipliers for each named executive officer,officers’ TSR awards will vest. If our relative TSR performance is at the 50
Percentile vs. TSR Award Peers | Performance Level | TSR Awards Earned | ||||||||||||
>85 | 200% | |||||||||||||
85 | High/Max | 200% | ||||||||||||
50 | Target | 100% | ||||||||||||
25 | Threshold | 50% | ||||||||||||
<25 | — | —% |
February 2019.officer. At the time of this payment, we also paidpay each named executive officer a cash amount equal to the dividends that had accrued with respect to the first tranche ofvested performance shares, which dividends only became payable upon achievement of the performance vesting conditions for the underlying shares.
The Summary Compensation Table includesthis NFFO per share achievement:
Award Year | Minimum NFFO Per Share Growth Target for 2021 | Number of Shares That Vested for 2021 | Number of Shares That Previously Vested | Number of Shares Remaining Eligible to Vest | ||||||||||||||||||||||
2018 | $ | 1.438 | ||||||||||||||||||||||||
Gregory K. Stapley | 13,808 | 41,422 | — | |||||||||||||||||||||||
David M. Sedgwick | 5,040 | 15,120 | — | |||||||||||||||||||||||
William M. Wagner | 6,228 | 18,682 | — | |||||||||||||||||||||||
Mark D. Lamb | 5,040 | 15,120 | — | |||||||||||||||||||||||
2019 | $ | 1.467 | ||||||||||||||||||||||||
Gregory K. Stapley | 16,350 | 8,175 | 8,175 | |||||||||||||||||||||||
David M. Sedgwick | 5,710 | 2,855 | 2,855 | |||||||||||||||||||||||
William M. Wagner | 7,950 | 3,975 | 3,975 | |||||||||||||||||||||||
Mark D. Lamb | 5,710 | 2,855 | 2,855 | |||||||||||||||||||||||
2020 | $ | 1.445 | ||||||||||||||||||||||||
Gregory K. Stapley | 23,999 | — | 23,999 | |||||||||||||||||||||||
David M. Sedgwick | 9,322 | — | 9,322 | |||||||||||||||||||||||
William M. Wagner | 11,252 | — | 11,252 | |||||||||||||||||||||||
Mark D. Lamb | 9,322 | — | 9,322 | |||||||||||||||||||||||
2021 | $ | 1.430 | ||||||||||||||||||||||||
Gregory K. Stapley | 14,801 | — | 29,602 | |||||||||||||||||||||||
David M. Sedgwick | 6,750 | — | 13,500 | |||||||||||||||||||||||
William M. Wagner | 7,837 | — | 15,674 | |||||||||||||||||||||||
Mark D. Lamb | 6,750 | — | 13,500 |
those years.
nonelective contribution of 3% of each participant’s compensation per plan year at the end of each plan year. Participants are always vested in their personal contributions to the 401(k) plan, and Company nonelective contributions are also vested once made.
— 2019 — 2021
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation (3) | Total ($) | |||||||||||||||||||||
Gregory K. Stapley | 2018 | 545,000 | — | 1,671,244 | 869,275 | 8,250 | 3,093,769 | |||||||||||||||||||||
Chief Executive Officer | 2017 | 495,000 | — | 1,575,000 | 1,066,106 | 8,100 | 3,144,206 | |||||||||||||||||||||
2016 | 450,000 | — | — | 1,012,500 | 8,100 | 1,470,600 | ||||||||||||||||||||||
William M. Wagner | 2018 | 342,000 | — | 753,687 | 357,390 | 8,250 | 1,461,327 | |||||||||||||||||||||
Chief Financial Officer | 2017 | 310,000 | — | 700,000 | 443,687 | 8,100 | 1,461,787 | |||||||||||||||||||||
2016 | 280,000 | — | — | 420,000 | 8,100 | 708,100 | ||||||||||||||||||||||
David M. Sedgwick | 2018 | 315,000 | — | 609,900 | 329,175 | 8,250 | 1,262,325 | |||||||||||||||||||||
Chief Operating Officer | 2017 | 285,000 | — | 460,000 | 407,906 | 8,100 | 1,161,006 | |||||||||||||||||||||
2016 | 230,000 | — | — | 345,000 | 8,100 | 583,100 | ||||||||||||||||||||||
Mark D. Lamb | 2018 | 315,000 | — | 609,900 | 329,175 | 8,250 | 1,262,325 | |||||||||||||||||||||
Chief Investment Officer |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||||||||||||||||||||
Gregory K. Stapley | 2021 | 742,500 | — | 4,477,306 | 1,498,500 | 8,700 | 6,727,006 | |||||||||||||||||||||||||||||||||||||
Chief Executive Officer and Chairman | 2020 | 675,000 | — | 1,829,624 | 1,196,775 | 8,550 | 3,709,949 | |||||||||||||||||||||||||||||||||||||
2019 | 595,000 | — | 1,438,800 | 1,161,738 | 8,400 | 3,203,938 | ||||||||||||||||||||||||||||||||||||||
David M. Sedgwick | 2021 | 495,000 | — | 3,404,295 | 641,250 | 8,700 | 4,549,245 | |||||||||||||||||||||||||||||||||||||
Chief Operating Officer and President | 2020 | 450,000 | — | 710,700 | 466,763 | 8,550 | 1,636,013 | |||||||||||||||||||||||||||||||||||||
2019 | 345,000 | — | 502,480 | 444,188 | 8,400 | 1,300,068 | ||||||||||||||||||||||||||||||||||||||
William M. Wagner | 2021 | 472,500 | — | 3,251,032 | 637,875 | 8,700 | 4,370,107 | |||||||||||||||||||||||||||||||||||||
Chief Financial Officer and Treasurer | 2020 | 465,000 | — | 857,813 | 526,148 | 8,550 | 1,857,511 | |||||||||||||||||||||||||||||||||||||
2019 | 375,000 | — | 699,600 | 482,813 | 8,400 | 1,565,813 | ||||||||||||||||||||||||||||||||||||||
Mark D. Lamb | 2021 | 472,500 | — | 3,013,752 | 607,500 | 8,700 | 4,102,452 | |||||||||||||||||||||||||||||||||||||
Chief Investment Officer | 2020 | 450,000 | — | 710,700 | 466,763 | 8,550 | 1,636,013 | |||||||||||||||||||||||||||||||||||||
2019 | 345,000 | — | 502,480 | 444,188 | 8,400 | 1,300,068 |
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Grants of Plan-Based Awards in 2018
2021 table below and Note 8 to the Consolidated Financial Statements included in our 2021 Annual Report for a discussion of the assumptions used in determining the award values. Please also see “Compensation Discussion and Analysis - Material Elements of Compensation - Long-term Equity Incentive Awards Granted in 2021” above for further information about these awards.
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | |||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | |||||||||||||||||||||||||||
Gregory K. Stapley | N/A | 408,750 | 817,500 | 1,226,250 | — | — | — | — | — | |||||||||||||||||||||||||||
Time-Based Award | 02/06/2018 | — | — | — | — | — | — | 55,230 | 835,622 | |||||||||||||||||||||||||||
Performance-Based Award | 02/06/2018 | — | — | — | — | 55,230 | — | — | 835,622 | |||||||||||||||||||||||||||
William M. Wagner | N/A | 171,000 | 342,000 | 513,000 | — | — | — | — | — | |||||||||||||||||||||||||||
Time-Based Award | 02/06/2018 | — | — | — | — | — | — | 24,910 | 376,843 | |||||||||||||||||||||||||||
Performance-Based Award | 02/06/2018 | — | — | — | — | 24,910 | — | — | 376,844 | |||||||||||||||||||||||||||
David M. Sedgwick | N/A | 157,500 | 315,000 | 472,500 | — | — | — | — | — | |||||||||||||||||||||||||||
Time-Based Award | 02/06/2018 | — | — | — | — | — | — | 20,160 | 304,950 | |||||||||||||||||||||||||||
Performance-Based Award | 02/06/2018 | — | — | — | — | 20,160 | — | — | 304,950 | |||||||||||||||||||||||||||
Mark D. Lamb | N/A | 157,500 | 315,000 | 472,500 | — | — | — | — | — | |||||||||||||||||||||||||||
Time-Based Award | 02/06/2018 | — | — | — | — | — | — | 20,160 | 304,950 | |||||||||||||||||||||||||||
Performance-Based Award | 02/06/2018 | — | — | — | — | 20,160 | — | — | 304,950 |
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | |||||||||||||||||||||||||||||||||||||||||||||||
Gregory K. Stapley | N/A | 721,500 | 1,110,000 | 1,942,500 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 01/27/2021 | — | — | — | — | — | — | 44,403 | 998,179 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 01/27/2021 | — | — | — | — | 44,403 | — | — | 998,179 | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 02/26/2021 | — | — | — | — | — | — | 39,450 | 875,000 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 02/26/2021 | — | — | — | 19,725 | 39,450 | 78,900 | — | 1,272,263 | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 12/15/2021 | — | — | — | — | — | — | 6,417 | 136,297 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 12/15/2021 | — | — | — | 3,209 | 6,417 | 12,834 | — | 197,387 | |||||||||||||||||||||||||||||||||||||||||||||||
David M. Sedgwick | N/A | 308,750 | 475,000 | 831,250 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 01/27/2021 | — | — | — | — | — | — | 20,250 | 455,220 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 01/27/2021 | — | — | — | — | 20,250 | — | — | 455,220 | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 02/26/2021 | — | — | — | — | — | — | 20,289 | 450,010 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 02/26/2021 | — | — | — | 10,145 | 20,289 | 40,578 | — | 572,758 | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 12/15/2021 | — | — | — | — | — | — | 30,603 | 650,008 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 12/15/2021 | — | — | — | 15,302 | 30,603 | 61,206 | — | 821,078 | |||||||||||||||||||||||||||||||||||||||||||||||
William M. Wagner | N/A | 307,125 | 472,500 | 803,250 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 01/27/2021 | — | — | — | — | — | — | 23,511 | 528,527 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 01/27/2021 | — | — | — | — | 23,511 | — | — | 528,527 | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 02/26/2021 | — | — | — | — | — | — | 19,725 | 437,501 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 02/26/2021 | — | — | — | 9,863 | 19,725 | 39,450 | — | 556,837 | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 12/15/2021 | — | — | — | — | — | — | 23,070 | 490,007 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 12/15/2021 | — | — | — | 11,535 | 23,070 | 46,140 | — | 709,633 | |||||||||||||||||||||||||||||||||||||||||||||||
Mark D. Lamb | N/A | 292,500 | 450,000 | 810,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 01/27/2021 | — | — | — | — | — | — | 20,250 | 455,220 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 01/27/2021 | — | — | — | — | 20,250 | — | — | 455,220 | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 02/26/2021 | — | — | — | — | — | — | 19,725 | 437,501 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 02/26/2021 | — | — | — | 9,863 | 19,725 | 39,450 | — | 556,837 | |||||||||||||||||||||||||||||||||||||||||||||||
Time-Based Award | 12/15/2021 | — | — | — | — | — | — | 23,070 | 490,007 | |||||||||||||||||||||||||||||||||||||||||||||||
Performance-Based Award | 12/15/2021 | — | — | — | 11,535 | 23,070 | 46,140 | — | 618,968 |
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(1) Represents the threshold, target and maximum award opportunities for performance-based cash awards payable for 2021 under our annual performance-based cash incentive award program. The actual cash incentive awards earned for 2021 are reflected in the “Summary Compensation Table — 2019 — 2021” above under the caption “Non-Equity Incentive Plan Compensation.” For a description of the material
Stock Awards | ||||||||||||||||||
Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||||
Gregory K. Stapley | 2/6/2018 | 55,230 | 1,019,546 | 55,230 | 1,019,546 | |||||||||||||
2/3/2017 | 69,034 | 1,274,368 | ||||||||||||||||
6/29/2015 | 25,511 | 470,933 | ||||||||||||||||
12/17/2014 | 11,454 | 211,441 | ||||||||||||||||
William Wagner | 2/6/2018 | 24,910 | 459,839 | 24,910 | 459,839 | |||||||||||||
2/3/2017 | 30,682 | 566,390 | ||||||||||||||||
6/29/2015 | 11,090 | 204,721 | ||||||||||||||||
12/17/2014 | 7,196 | 132,838 | ||||||||||||||||
David M. Sedgwick | 2/6/2018 | 20,160 | 372,154 | 20,160 | 372,154 | |||||||||||||
2/3/2017 | 20,162 | 372,191 | ||||||||||||||||
6/29/2015 | 10,691 | 197,356 | ||||||||||||||||
12/17/2014 | 4,842 | 89,383 | ||||||||||||||||
Mark D. Lamb | 2/6/2018 | 20,160 | 372,154 | 20,160 | 372,154 | |||||||||||||
2/3/2017 | 19,724 | 364,105 | ||||||||||||||||
6/29/2015 | 10,691 | 197,356 | ||||||||||||||||
12/17/2014 | 4,662 | 86,061 |
Stock Awards | ||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | |||||||||||||||||||||||||||
Gregory K. Stapley | 12/15/2021 | 6,417 | 146,500 | 6,417 | 146,500 | |||||||||||||||||||||||||||
2/26/2021 | 39,450 | 900,644 | 39,450 | 900,644 | ||||||||||||||||||||||||||||
1/27/2021 | 44,403 | 1,013,720 | 44,403 | 1,013,720 | ||||||||||||||||||||||||||||
3/9/2020 | 35,999 | 821,857 | 47,998 | 1,095,794 | ||||||||||||||||||||||||||||
2/5/2019 | 16,350 | 373,271 | 24,525 | 559,900 | ||||||||||||||||||||||||||||
2/6/2018 | 13,908 | 317,520 | 13,908 | 317,520 | ||||||||||||||||||||||||||||
David M. Sedgwick | 12/15/2021 | 30,603 | 698,666 | 30,603 | 698,666 | |||||||||||||||||||||||||||
2/26/2021 | 20,289 | 463,198 | 20,289 | 463,198 | ||||||||||||||||||||||||||||
1/27/2021 | 20,250 | 462,308 | 20,250 | 462,308 | ||||||||||||||||||||||||||||
3/9/2020 | 13,983 | 319,232 | 18,644 | 425,643 | ||||||||||||||||||||||||||||
2/5/2019 | 5,710 | 130,359 | 8,565 | 195,539 | ||||||||||||||||||||||||||||
2/6/2018 | 5,040 | 115,063 | 5,040 | 115,063 | ||||||||||||||||||||||||||||
William M. Wagner | 12/15/2021 | 23,070 | 526,688 | 23,070 | 526,688 | |||||||||||||||||||||||||||
2/26/2021 | 19,725 | 450,322 | 19,725 | 450,322 | ||||||||||||||||||||||||||||
1/27/2021 | 23,511 | 536,756 | 23,511 | 536,756 | ||||||||||||||||||||||||||||
3/9/2020 | 16,878 | 385,325 | 22,504 | 513,766 | ||||||||||||||||||||||||||||
2/5/2019 | 7,950 | 181,497 | 11,925 | 272,248 | ||||||||||||||||||||||||||||
2/6/2018 | 6,228 | 142,185 | 6,228 | 142,155 | ||||||||||||||||||||||||||||
Mark D. Lamb | 12/15/2021 | 23,070 | 526,688 | 23,070 | 526,688 | |||||||||||||||||||||||||||
2/26/2021 | 19,725 | 450,322 | 19,725 | 450,323 | ||||||||||||||||||||||||||||
1/27/2021 | 20,250 | 462,308 | 20,250 | 462,308 | ||||||||||||||||||||||||||||
3/9/2020 | 13,983 | 319,232 | 18,644 | 425,643 | ||||||||||||||||||||||||||||
2/5/2019 | 5,710 | 130,359 | 8,565 | 195,539 | ||||||||||||||||||||||||||||
2/6/2018 | 5,040 | 115,063 | 5,040 | 115,063 |
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(1) One-half of the unvested portion of the restricted stock awards granted on February 6, 2018 vested on February 6, 2021 and the remaining unvested portion vests on February 6, 2022. One-third of the remaining unvested portion of the restricted stock awards granted on February 5, 2019 vested on February 5, 2021 and the remaining unvested portion vests in two substantially equal installments on February 5 in each of 2022 and 2023. One-quarter of the unvested portion of the restricted stock awards granted on March 9, 2020 vested on February 5, 2021, and the remaining unvested portions vest in three substantially equal installments on February 5 in each of 2022, 2023 and 2024. The restricted stock awards granted on January 27, 2021, February 26, 2021 and December 15, 2021 were all unvested on December 31, 2021, and vest in three substantially equal installments on approximately the first three anniversaries of the grant date.
2021
Stock Awards | ||||||||
Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | ||||||
Gregory K. Stapley | 71,483 | 1,145,199 | ||||||
William M. Wagner | 33,626 | 539,530 | ||||||
David M. Sedgwick | 25,616 | 413,256 | ||||||
Mark D. Lamb | 25,217 | 406,291 |
Stock Awards | ||||||||||||||
Name | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | ||||||||||||
Gregory K. Stapley | 47,788 | 1,122,062 | ||||||||||||
David M. Sedgwick | 17,596 | 413,154 | ||||||||||||
William M. Wagner | 22,055 | 517,851 | ||||||||||||
Mark D. Lamb | 17,596 | 413,154 |
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Benefits Payable Upon Termination or Change in Control Occurring on December 31, 2018
During 2018, We do not have employment agreements with any of our named executive officers, did notso these benefits are generally provided under the CIC and Severance Agreement we have any employment agreements or severance agreementsentered into with the Company. As a result, aseach of December 31, 2018, theour named executive officers were not entitled to any cash severance benefits upon any type of termination of employment with the Company.
Pursuant toor under the terms of our stockholder-approved equity incentive plan,governing outstanding restricted stock awards granted to the named executive officers under the equity incentive plan are subject to accelerated vesting in connection with a change in control of the Company (with outstanding performance-based awards vesting at the targeted performance level).
The following table provides information concerning the potential payments that would have been made to each named executive officer in the event of a change in control (with such potential payments calculated assuming that such event occurred on December 31, 2018, as prescribed by the SEC’s disclosure rules).
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Severance Benefits — Change in Control and Severance Agreement
As described above, we entered into an amended CIC and Severance Agreement with Mr. Sedgwick in December of 2021 in connection with his appointment as our Chief Executive Officer effective in January 2022.
Cash Severance ($) | Equity Acceleration Value ($)(1) | Health Benefits ($) | Total ($)(2) | |||||||||||||||||||||||
Gregory K. Stapley | ||||||||||||||||||||||||||
Authorized Retirement | — | 7,603,029 | 66,798 | 7,669,827 | ||||||||||||||||||||||
Death or Disability | 1,110,000 | 7,603,029 | 44,532 | 8,757,561 | ||||||||||||||||||||||
Involuntary Termination (3) | 1,485,000 | — | 66,798 | 1,551,798 | ||||||||||||||||||||||
Involuntary Termination in Connection With Change in Control | 6,084,563 | 7,603,029 | 66,798 | 13,754,390 | ||||||||||||||||||||||
David M. Sedgwick | ||||||||||||||||||||||||||
Authorized Retirement | — | 4,549,243 | 48,402 | 4,597,645 | ||||||||||||||||||||||
Death or Disability | 475,000 | 4,549,243 | 32,268 | 5,056,511 | ||||||||||||||||||||||
Involuntary Termination (3) | 990,000 | — | 48,402 | 1,038,402 | ||||||||||||||||||||||
Involuntary Termination in Connection With Change in Control | 3,037,201 | 4,549,243 | 48,402 | 7,634,846 | ||||||||||||||||||||||
William M. Wagner | ||||||||||||||||||||||||||
Authorized Retirement | — | 4,664,740 | 48,402 | 4,713,142 | ||||||||||||||||||||||
Death or Disability | 472,500 | 4,664,740 | 32,268 | 5,169,508 | ||||||||||||||||||||||
Involuntary Termination (3) | 472,500 | — | 48,402 | 520,902 | ||||||||||||||||||||||
Involuntary Termination in Connection With Change in Control | 2,042,891 | 4,664,740 | 48,402 | 6,756,033 | ||||||||||||||||||||||
Mark D. Lamb | ||||||||||||||||||||||||||
Authorized Retirement | — | 4,179,534 | 48,402 | 4,227,936 | ||||||||||||||||||||||
Death or Disability | 450,000 | 4,179,534 | 32,268 | 4,661,802 | ||||||||||||||||||||||
Involuntary Termination (3) | 472,500 | — | 48,402 | 520,902 | ||||||||||||||||||||||
Involuntary Termination in Connection With Change in Control | 1,957,301 | 4,179,534 | 48,402 | 6,185,237 |
We continue to useidentified the median employee identifiedby taking into account the total gross wages as reported on Form W-2 paid in 2017 as2021 to all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2021. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments or estimates with respect to their total cash compensation for 2021, although we did annualize the median employeecompensation for 2018. There has been no change in our employee population or employee compensation arrangements sinceany permanent employees who were not employed by us for all of 2021. We believe gross wages for all employees is an appropriate measure because generally all employees are eligible to receive annual equity awards.
Unlike many of our Direct Competitor Peers and Compensation Peers
$45,000 per year for service as a Board member.
$10,000 per year for service as chairperson of the audit committee and $10,000 per year for committee memberships (with the fee fixed regardless of the number of committees served on).
In addition, pursuant to the Independent Director Compensation Policy, ournon-employee directors are entitled to receive annual,non-discretionary grants of restricted stock awards, with a grant date value that increased to $100,000 commencing with our 2021 annual meeting of stockholders. These awards are generally granted on or around the date of our annual meeting of stockholders of approximately $65,000 in restricted stock awards, whichand vest in full on the earlier of the first anniversary of the grant date or the date of the following year’s annual meeting of stockholders, subject to thenon-employee director’s continued service as a director through the vesting date. The number of shares of restricted stock subject to the 20182021 award was determined by dividing $65,000$100,000 by theper-share closing price (in regular trading) of our Common Stock on the date of grant, rounded up to the nearest whole share.
2018
Name (1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | |||||||||
Allen C. Barbieri | 55,000 | 65,000 | 120,000 | |||||||||
Jon D. Kline | 65,000 | 65,000 | 130,000 | |||||||||
David G. Lindahl | 55,000 | 65,000 | 120,000 | |||||||||
Spencer B. Plumb | 55,000 | 65,000 | 120,000 |
Name (1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | |||||||||||||||||
Allen C. Barbieri | 85,000 | 100,000 | 185,000 | |||||||||||||||||
Jon D. Kline | 90,000 | 100,000 | 190,000 | |||||||||||||||||
Diana M. Laing | 70,000 | 100,000 | 170,000 | |||||||||||||||||
Spencer G. Plumb | 85,000 | 100,000 | 185,000 |
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Name | Number of Unvested Restricted Stock Awards | ||||||||
Allen C. Barbieri | 4,136 | ||||||||
Jon D. Kline | 7,858 | ||||||||
Diana M. Laing | 4,136 | ||||||||
Spencer G. Plumb | 4,136 |
Plan Category | Number of shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of shares of Common Stock remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column) | ||||||||||||||||||||
Equity compensation plans approved by stockholders | 182,349 | (1) | N/A | 3,482,513 | (2) | ||||||||||||||||||
Equity compensation plans not approved by stockholders | N/A | N/A | N/A | ||||||||||||||||||||
Total | 182,349 | N/A | 3,482,513 |
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(1) Represents performance-based TSR awards at the target performance level.
2018 | 2017 | |||||||
Audit Fees (1) | $ | 726,200 | $ | 845,859 | ||||
Audit Related Fees | — | — | ||||||
Tax Fees | — | — | ||||||
All Other Fees | — | — | ||||||
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Total | $ | 726,200 | $ | 845,859 | ||||
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2021 | 2020 | |||||||||||||
Audit Fees(1) | $ | 942,535 | $ | 724,959 | ||||||||||
Audit Related Fees | — | — | ||||||||||||
Tax Fees | — | — | ||||||||||||
All Other Fees | — | — | ||||||||||||
Total | $ | 942,535 | $ | 724,959 |
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Change in Independent Registered Public Accounting Firm
As previously reported in our Current Report on Form2020.
During the Company’s fiscal years ended December 31, 2017 and December 31, 2018, and the subsequent interim period through and including the date of EY’s dismissal, (i) there were no “disagreements” (as that term is defined inItem 304(a)(1)(iv) of Regulation S-K andContents the related instructions) between the Company and EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of EY, would have caused EY to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements for such years or any subsequent interim period through the date of dismissal, and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v)of Regulation S-K).
We provided EY with a copy of the disclosures it made in the Current Report prior to the time the Current Report was filed with the SEC. We requested that EY furnish a letter addressed to the SEC stating whether or not
it agrees with the statements made in the Current Report. A copy of EY’s letter, dated February 28, 2019, was attached as Exhibit 16.1 to the Current Report and confirmed that EY agreed with the statements we made in the Current Report.
On February 27, 2019, the Audit Committee appointed Deloitte as the Company’s independent registered public accounting firm for the year ending December 31, 2019. During the Company’s fiscal years ended December 31, 2017 and December 31, 2018, and the subsequent interim period through and including the date of Deloitte’s appointment, neither the Company, nor anyone acting on its behalf, consulted Deloitte regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, in any case where a written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv)of Regulation S-K and the related instructions) or a “reportable event” (as that term is described in Item 304(a)(1)(v) ofRegulation S-K).
ACCOUNTING FIRM
the applicable requirements of the Public Company Accounting Oversight Board and the SEC
.Name and Address of Beneficial Owner (1) | Number of Shares of Common Stock Beneficially Owned | Number of Shares of Restricted Stock Beneficially Owned (2) | Total Beneficial Ownership (in shares) (2) | Percent of Class | ||||||||||||
Named Executive Officers And Directors: | ||||||||||||||||
Gregory K. Stapley (3) | 606,117 | 219,728 | 825,845 | * | ||||||||||||
William M. Wagner | 89,882 | 102,793 | 192,675 | * | ||||||||||||
Mark D. Lamb | 55,460 | 78,295 | 133,755 | * | ||||||||||||
David M. Sedgwick | 94,939 | 78,694 | 173,633 | * | ||||||||||||
Allen C. Barbieri | 16,512 | 7,300 | 23,812 | * | ||||||||||||
Jon D. Kline | 50,914 | 7,908 | 58,822 | * | ||||||||||||
Diana M. Laing | — | — | — | * | ||||||||||||
Spencer G. Plumb | 3,552 | 3,954 | 7,506 | * | ||||||||||||
All Executive Officers and Directors as a Group (8 Persons) | 917,376 | 498,672 | 1,416,048 | 1.59 | % | |||||||||||
Five Percent Stockholders: | ||||||||||||||||
The Vanguard Group (4) | 12,344,923 | — | 12,344,923 | 14.71 | % | |||||||||||
Blackrock, Inc. (5) | 16,042,431 | — | 16,042,431 | 19.10 | % | |||||||||||
FMR LLC (6) | 7,922,302 | — | 7,922,302 | 9.44 | % |
Name and Address of Beneficial Owner(1) | Number of Shares of Common Stock Beneficially Owned | Number of Shares of Restricted Stock Beneficially Owned(2) | Total Beneficial Ownership (in shares)(2) | Percent of Class | ||||||||||||||||||||||
Named Executive Officers, Directors and Director Nominees: | ||||||||||||||||||||||||||
Gregory K. Stapley(3) | 704,566 | 156,269 | 860,835 | * | ||||||||||||||||||||||
William M. Wagner | 164,319 | 98,022 | 262,341 | * | ||||||||||||||||||||||
David M. Sedgwick | 155,037 | 95,483 | 250,520 | * | ||||||||||||||||||||||
Mark D. Lamb | 115,301 | 87,574 | 202,875 | * | ||||||||||||||||||||||
Jon D. Kline | 75,742 | 7,858 | 83,600 | * | ||||||||||||||||||||||
Diana M. Laing | 9,480 | 4,136 | 13,616 | * | ||||||||||||||||||||||
Anne Olson | — | — | — | * | ||||||||||||||||||||||
Spencer G. Plumb | 18,486 | 4,136 | 22,622 | * | ||||||||||||||||||||||
Careina D. Williams | — | — | — | * | ||||||||||||||||||||||
All Executive Officers and Current Directors as a Group (8 Persons) | 1,242,931 | 453,478 | 1,696,409 | 1.75 | % | |||||||||||||||||||||
Five Percent Stockholders: | ||||||||||||||||||||||||||
Blackrock, Inc.(4) | 19,017,250 | — | 19,017,250 | 19.60 | % | |||||||||||||||||||||
The Vanguard Group(5) | 15,509,106 | — | 15,509,106 | 15.98 | % | |||||||||||||||||||||
State Street Corporation(6) | 5,318,437 | — | 5,318,437 | 5.48 | % |
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(1) The addresses of our officers and directors listed above are in the care of CareTrust REIT, Inc., 905 Calle Amanecer, Suite 300, San Clemente, California 92673. (2) Includes shares of restricted stock that are subject to time-based and performance-based vesting. The shares of restricted stock have voting rights but cannot be disposed of until vested and are subject to forfeiture if they do not vest. (3) Represents 333,298 shares held by Mr. Stapley directly and 527,537 shares held by the Stapley Family Trust dated April 25, 2006. Mr. Stapley and his spouse share voting and investment power over the shares held by the Stapley Family Trust. (4) Beneficial and percentage ownership information is as of December 31, 2021 and is based on information reported on a Schedule 13G/A filed by Blackrock, Inc. |
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our directors and officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownershipon January 27, 2022. The schedule indicates that Blackrock, Inc. has sole voting power over 18,133,205 shares of our equity securities. Officers, directors,Common Stock and greater than ten percent stockholders are requiredsole dispositive power over 19,017,250 shares of our Common Stock. The business address of Blackrock, Inc. is 55 East 52nd Street, New York, New York 10055.
State Street has shared voting power over 4,474,629 shares of our Common Stock and shared dispositive power over 5,318,437 shares of our Common Stock. The business address of State Street is State Street Financial Center, 1 Lincoln Street, Boston, Massachusetts 02111.
SEC.
Stockholder
CARETRUST REIT, INC. BY ORDER OF THE BOARD OF DIRECTORS |
GREGORY K. STAPLEY EXECUTIVE CHAIRMAN
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Dated:
Year Ended December 31, 2018 | Year Ended December 31, 2017 | |||||||
Net income | $ | 57,923 | $ | 25,874 | ||||
Real estate related depreciation and amortization | 45,664 | 39,049 | ||||||
Gain on sale of real estate | (2,051 | ) | — | |||||
Impairment of real estate | — | 890 | ||||||
Gain on disposition of other real estate investment | — | (3,538 | ) | |||||
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Funds from Operations (FFO) | 101,536 | 62,275 | ||||||
Reserve for advances and deferred rent | — | 10,414 | ||||||
Deferred preferred return | — | (544 | ) | |||||
Effect of the senior unsecured notes payable redemption | — | 12,475 | ||||||
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Normalized FFO | $ | 101,536 | $ | 84,620 | ||||
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Net income | $ | 57,923 | $ | 25,874 | ||||
Real estate related depreciation and amortization | 45,664 | 39,049 | ||||||
Amortization of deferred financing fees | 1,938 | 2,059 | ||||||
Amortization of stock-based compensation | 3,848 | 2,416 | ||||||
Straight-line rental income | (2,333 | ) | (344 | ) | ||||
Gain on sale of real estate | (2,051 | ) | — | |||||
Impairment of real estate | — | 890 | ||||||
Gain on disposition of other real estate investment | — | (3,538 | ) | |||||
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Funds Available for Distribution (FAD) | 104,989 | 66,406 | ||||||
Reserve for advances and deferred rent | — | 10,414 | ||||||
Deferred preferred return | — | (544 | ) | |||||
Effect of the senior unsecured notes payable redemption | — | 12,475 | ||||||
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Normalized FAD | $ | 104,989 | $ | 88,751 | ||||
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FFO per share | $ | 1.28 | $ | 0.85 | ||||
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Normalized FFO per share | $ | 1.28 | $ | 1.16 | ||||
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FAD per share | $ | 1.32 | $ | 0.91 | ||||
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Normalized FAD per share | $ | 1.32 | $ | 1.22 | ||||
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Diluted weighted average shares outstanding (1) | 79,582 | 72,853 | ||||||
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Year Ended December 31, 2021 | Year Ended December 31, 2020 | ||||||||||||||||
Net income | $ | 71,982 | $ | 80,867 | |||||||||||||
Real estate related depreciation and amortization | 55,318 | 52,713 | |||||||||||||||
Loss on sale of real estate | 77 | 37 | |||||||||||||||
Funds from Operations (FFO) | 127,377 | 133,617 | |||||||||||||||
Effect of the senior unsecured notes payable redemption | 642 | — | |||||||||||||||
Recovery of previously reversed rent | — | (1,047) | |||||||||||||||
Lease termination revenue | (63) | (1,179) | |||||||||||||||
Property operating expenses | 8 | (248) | |||||||||||||||
Accelerated amortization of stock-based compensation | 3,696 | — | |||||||||||||||
Non-routine transaction costs | 1,418 | — | |||||||||||||||
Loss on extinguishment of debt | 10,827 | — | |||||||||||||||
Normalized FFO | $ | 143,905 | $ | 131,143 | |||||||||||||
Net income | $ | 71,982 | $ | 80,867 | |||||||||||||
Real estate related depreciation and amortization | 55,318 | 52,713 | |||||||||||||||
Amortization of deferred financing fees | 2,022 | 1,950 | |||||||||||||||
Amortization of stock-based compensation | 10,832 | 3,790 | |||||||||||||||
Straight-line rental income | (32) | (77) | |||||||||||||||
Loss on sale of real estate | 77 | 37 | |||||||||||||||
Funds Available for Distribution (FAD) | 140,199 | 139,280 | |||||||||||||||
Effect of the senior unsecured notes payable redemption | 642 | — | |||||||||||||||
Recovery of previously reversed rent | — | (1,047) | |||||||||||||||
Lease termination revenue | (63) | (1,179) | |||||||||||||||
Property operating expenses | 8 | (248) | |||||||||||||||
Non-routine transaction costs | 1,418 | — | |||||||||||||||
Loss on extinguishment of debt | 10,827 | — | |||||||||||||||
Normalized FAD | $ | 153,031 | $ | 136,806 | |||||||||||||
FFO per share | $ | 1.32 | $ | 1.40 | |||||||||||||
Normalized FFO per share | $ | 1.49 | $ | 1.38 | |||||||||||||
FAD per share | $ | 1.46 | $ | 1.46 | |||||||||||||
Normalized FAD per share | $ | 1.59 | $ | 1.43 | |||||||||||||
Diluted weighted average shares outstanding(1) | 96,309 | 95,346 |
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Quarter Ended March 31, 2021 | Quarter Ended June 30, 2021 | Quarter Ended September 30, 2021 | Quarter Ended December 31, 2021 | ||||||||||||||||||||||||||||||||
Net income | $ | 20,486 | $ | 21,317 | $ | 11,918 | $ | 18,261 | |||||||||||||||||||||||||||
Depreciation and amortization | 13,473 | 13,843 | 13,968 | 14,056 | |||||||||||||||||||||||||||||||
Interest expense | 5,762 | 6,534 | 5,692 | 5,689 | |||||||||||||||||||||||||||||||
Amortization of stock-based compensation | 1,585 | 1,810 | 1,802 | 5,635 | |||||||||||||||||||||||||||||||
EBITDA | 41,306 | 43,504 | 33,380 | 43,641 | |||||||||||||||||||||||||||||||
Lease termination revenue | (63) | — | — | — | |||||||||||||||||||||||||||||||
Property operating expenses | — | — | — | 8 | |||||||||||||||||||||||||||||||
Loss on sale of real estate | 192 | — | — | (115) | |||||||||||||||||||||||||||||||
Loss on extinguishment of debt | — | — | 10,827 | — | |||||||||||||||||||||||||||||||
Non-routine transaction costs | — | — | — | 1,418 | |||||||||||||||||||||||||||||||
Normalized EBITDA | 41,435 | 43,504 | 44,207 | 44,952 | |||||||||||||||||||||||||||||||
Full impact of annual investments(1) | 1,711 | 65 | 208 | — | |||||||||||||||||||||||||||||||
Normalized Run Rate EBITDA | $ | 43,146 | $ | 43,569 | $ | 44,415 | $ | 44,952 | |||||||||||||||||||||||||||
Total Debt | $ | 670,000 | $ | 950,000 | $ | 680,000 | $ | 680,000 | |||||||||||||||||||||||||||
Cash and cash equivalents | (30,469) | (310,958) | (17,716) | (19,895) | |||||||||||||||||||||||||||||||
Net Debt | $ | 639,531 | $ | 639,042 | $ | 662,284 | $ | 660,105 | |||||||||||||||||||||||||||
Annualized Normalized Run Rate EBITDA(2) | $ | 172,584 | $ | 174,276 | $ | 177,660 | $ | 179,808 | |||||||||||||||||||||||||||
Net Debt to Annualized Normalized Run Rate EBITDA(3) | 3.71x | 3.67x | 3.73x | 3.67x | |||||||||||||||||||||||||||||||
Average Quarterly Net Debt to Annualized Normalized Run Rate EBITDA at December 31, 2021(4) | 3.69x |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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