EXECUTIVE COMPENSATION
2018
2019 SUMMARY COMPENSATION TABLE
The following table shows the annual and long-term compensation paid or accrued to the Company’s named executive officers, which consist of its
former Executive Chairman, its Chief Executive
Officer, its Chief Financial Officer, its Executive Vice President, Chief
OperatingFinancial Officer,
and its Executive Vice President, Institutional and Vice Chairman of the Executive
Committee. | | | | | | | | | | | | | | | | | | | | | | | | |
Name & Position | | Year | | | Salary | | | Stock Awards (1) | | | Non-Equity Incentive Plan Compensation (2) | | | All Other Compensation (3) | | | Total Compensation | |
Rodger A. Lawson(4) | | | 2018 | | | $ | 850,000 | | | $ | 2,499,943 | | | $ | 1,650,000 | | | $ | 23,420 | | | $ | 5,023,363 | |
| | | | | | |
Former Executive Chairman | | | 2017 | | | $ | 850,000 | | | $ | 2,499,935 | | | $ | 1,650,000 | | | $ | 11,865 | | | $ | 5,011,800 | |
| | 2016 | | | $ | 228,846 | | | $ | 904,983 | | | $ | 500,000 | | | $ | 328,773 | | | $ | 1,962,602 | |
| | | | | |
| | | | | | |
Karl A. Roessner(5) | | | 2018 | | | $ | 976,923 | | | $ | 2,999,970 | | | $ | 2,250,000 | | | $ | 26,205 | | | $ | 6,253,098 | |
| | | | | | |
Chief Executive Officer | | | 2017 | | | $ | 850,000 | | | $ | 2,399,991 | | | $ | 2,500,000 | | | $ | 12,608 | | | $ | 5,762,599 | |
| | 2016 | | | $ | 813,462 | | | $ | 2,649,973 | | | $ | 1,100,000 | | | $ | 11,699 | | | $ | 4,575,134 | |
| | | | | |
Chad E. Turner(6) | | | 2018 | | | $ | 307,692 | | | $ | 349,975 | | | $ | 550,000 | | | $ | 16,755 | | | $ | 1,224,422 | |
| | | | | | |
| | | | | | |
Chief Financial Officer | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | |
Michael A. Pizzi | | | 2018 | | | $ | 600,000 | | | $ | 2,499,894 | | | $ | 1,600,000 | | | $ | 23,523 | | | $ | 4,723,417 | |
| | | | | | |
Executive Vice President, | | | 2017 | | | $ | 600,000 | | | $ | 1,599,947 | | | $ | 1,600,000 | | | $ | 12,390 | | | $ | 3,812,337 | |
| | | | | | |
Chief Operating Officer | | | 2016 | | | $ | 584,615 | | | $ | 1,399,983 | | | $ | 1,000,000 | | | $ | 11,467 | | | $ | 2,996,065 | |
| | | | | | |
Michael J. Curcio | | | 2018 | | | $ | 600,000 | | | $ | 1,999,915 | | | $ | 1,500,000 | | | $ | 33,582 | | | $ | 4,133,497 | |
| | | | | | |
Executive Vice President, Institutional and Vice Chairman of the Executive Committee | | | 2017 | | | $ | 576,923 | | | $ | 1,599,947 | | | $ | 1,600,000 | | | $ | 12,520 | | | $ | 3,789,390 | |
| | 2016 | | | $ | 184,231 | | | $ | 7,676,361 | (7) | | $ | 875,184 | | | $ | 2,000 | | | $ | 8,737,776 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
Committee, its Executive Vice President, Chief Customer Officer, its Executive Vice President, General Counsel and Corporate Secretary, and its former Chief Executive Officer. | Michael A. Pizzi Chief Executive Officer | | | 2019 | | | $796,154 | | | $3,449,892 | | | $1,710,000 | | | $56,944 | | | $6,012,990 | |
| 2018 | | | $600,000 | | | $2,499,894 | | | $1,600,000 | | | $23,523 | | | $4,723,417 | |
| 2017 | | | $600,000 | | | $1,599,947 | | | $1,600,000 | | | $12,390 | | | $3,812,337 | |
| Chad E. Turner Executive Vice President, Chief Financial Officer | | | 2019 | | | $500,000 | | | $999,954(4) | | | $540,000 | | | $24,725 | | | $2,064,679 | |
| 2018 | | | $307,692 | | | $349,975 | | | $550,000 | | | $16,755 | | | $1,224,422 | |
| Michael J. Curcio Executive Vice President, Institutional and Vice Chairman of the Executive Committee | | | 2019 | | | $600,000 | | | $1,799,927 | | | $1,270,000 | | | $81,566 | | | $3,751,493 | |
| 2018 | | | $600,000 | | | $1,999,915 | | | $1,500,000 | | | $33,582 | | | $4,133,497 | |
| 2017 | | | $576,923 | | | $1,599,947 | | | $1,600,000 | | | $12,520 | | | $3,789,390 | |
| Alice Milligan Executive Vice President, Chief Customer Officer | | | 2019 | | | $376,154 | | | $2,113,110(5) | | | $635,000 | | | $427,821 | | | $3,552,085 | |
| Lori S. Sher Executive Vice President, General Counsel and Corporate Secretary | | | 2019 | | | $595,769 | | | $1,224,899 | | | $585,000 | | | $33,307 | | | $2,438,975 | |
| Karl A. Roessner(6) Former Chief Executive Officer | | | 2019 | | | $1,000,000 | | | $4,499,910 | | | $2,440,000 | | | $3,605,484 | | | $11,545,394 | |
| 2018 | | | $976,923 | | | $2,999,970 | | | $2,250,000 | | | $26,205 | | | $6,253,098 | |
| 2017 | | | $850,000 | | | $2,399,991 | | | $2,500,000 | | | $12,608 | | | $5,762,599 | |
(1)
| Amounts reported in this column constitute the aggregate grant date fair value of each award calculated in accordance with FASB ASC Topic 718. For grants made in 2018,2019, the stock awards reported in this column were in the amounts set forth in the “Grants of Plan Based Awards” table below. The fair market value of the Common Stock (based on the average of the high and low sale prices) was $48.655$46.0575 per share for awards granted on February 9, 2018 and $55.518, 2019, $49.9825 per share for awards granted on September 21, 2018.May 8, 2019, and $40.66 per shares for awards granted on August 15, 2019. The grant date fair value of PSUs included in this column assumes a payout at the target performance level. For additional information, including PSU awards at target and maximum performance on a per executive basis, refer to the “Grants of Plan-Based Awards Table,” below. |
(2)
| Non-equity incentive plan compensation reported for the applicable year was based on performance in that year, but paid in February of the following year. |
(3)
| The amounts set forth in this column for 20182019 represent, as applicable, (i) Company contributions to the Company’s 401(k) plan in the amount of $13,750$14,000 for each NEO, (ii) the cost of Company-provided umbrella liability insurance, and (iii) the value of DEUs and cash paid in lieu of DEUs awarded in connection with each NEO’s unvested RSUs.RSUs, (iv) for Ms. Milligan, one-time cash sign on bonus in the amount of $400,000, and (v) for Mr. Roessner, cash payments totaling $3,500,000 and continued medical coverage with a value of $36,593 as described on page 30 of this Proxy Statement under the heading “Compensation of Our Former Chief Executive Officer”. In accordance with SEC rules, the compensation described in this table does not include medical, disability or group life insurance received by the NEOs that are available generally to all salaried employees of the Company. |
(4)
| Mr. Lawson served as the Company’sNon-Executive ChairmanIncludes an award of RSUs, with a grant date fair market value of $474,991, which was paid in 2016 until he was appointed as Executive ChairmanFebruary of the Company effective September 12, 2016. Mr. Lawson served asapplicable reporting year but based on performance in the Company’s Executive Chairman until December 31, 2018. prior year. |
(5)
| Includes a one-time bonus grant of RSUs with a grant date fair market value of $250,000 and a one-time grant of RSUs representing the value of unvested equity awards from Ms. Milligan’s former employer with a grant date fair market value of $613,200. |
(6)
| Mr. Roessner served as the Company’s General Counsel in 2016 until he was appointed as Chief Executive Officer ofuntil August 14, 2019, and thereafter served in an advisory role until his employment with the Company effective September 12, 2016. |
(6) | Mr. Turner was appointed as Chief Financial Officer of the Company effectiveended on December 3, 2018.
|
(7) | The amount set forth in this column for year 2016 represents, in connection with our acquisition of OptionsHouse, aone-time equity award grant to Mr. Curcio consisting of RSUs, which approximated the unvested portion of a profit sharing plan award from his prior employer. The award vests ratably on each of the first three anniversaries of the grant date. 31, 2019. |