| | | | Douglas D. Rubenstein Chairman of the Board | | | | | | Brian M. Davis Chief Executive Officer and President | |
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| | | WHEN | | | | | | VIRTUAL MEETING | | | | | | RECORD DATE | | |||
| Tuesday, June 14, 2022 10:00 a.m., Eastern Time | | | | www.meetnow.global/MDLTVTX | | | | April 7, 2022 | |
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| Considering and voting upon a proposal to elect the |
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• | | | Considering and voting upon a proposal to approve, on an advisory basis, the compensation of our named executive officers; |
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• | | | Ratifying the appointment of Deloitte & Touche LLP as our independent auditors for the fiscal year ending December 31, |
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• | | | Transacting any other business that may properly come before the annual meeting or any adjournment or postponement thereof. | |
| | | | By Order of the Board of Directors, | |
| Atlanta, Georgia April 15, 2022 | | | Lesley H. Solomon General Counsel and Secretary | |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 14, 2022 | |
| The Notice of Annual Meeting, Proxy Statement, form of proxy card, and 2021 Annual Report to Stockholders are available at www.catchmark.com/proxy | |
| PROXY STATEMENT SUMMARY | | | | | 1 | | |
| CORPORATE GOVERNANCE | | | | | 7 | | |
Selecting Director Nominees and Board Refreshment | | | | | 7 | | | |
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Meetings of Independent Directors | | | | | 9 | | | |
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Board Leadership Structure | | | | | 9 | | | |
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Corporate Governance Guidelines | | | | | 10 | | | |
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Code of Business Conduct and Ethics | | | | | 10 | | | |
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Related Person Transactions Policy | | | | | 10 | | | |
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Independent Director Compensation Program | | | | | 11 | | | |
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Stock Ownership Guidelines for Independent Directors | | | | | 12 | | | |
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Prohibition on Hedging and Pledging | | | | | 12 | | | |
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Communications with Our Board of Directors | | | | | 12 | | | |
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| Proposal No. 1: Election of Directors | | | | | 14 | | |
| Director Nominees | | | | | 14 | | |
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Board Committees | | | | | 19 | | | |
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Director Attendance at Meetings | | | | | | | ||
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| Report of the Compensation Committee | | | | | | | |
| Compensation Discussion and Analysis | | | | | 23 | | |
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Consideration of Last Year’s Advisory Stockholder Vote on Executive Compensation | | | | | 27 | | | |
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Role of the Compensation Committee | | | | | 28 | | | |
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Role of the Compensation Consultant | | | | | 28 | | |
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Role of Executive Officers in Compensation Decisions | | | | | 28 | | | |
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Elements of | | | | | 29 | | | |
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Benefits and Perquisites | | | | | 35 | | | |
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Change in Control Severance Protection Plan | | | | | 36 | | | |
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Other Compensation and Governance Policies | | | | | | | ||
Summary of Executive Compensation | | | | | 38 | | | |
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Summary Compensation Table | | | | | 38 | | | |
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Grants of Plan-Based Awards | | | | | 39 | | | |
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Outstanding Equity Awards at Fiscal Year-End | | | | | 40 | | | |
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Equity Compensation Plan Information | | | | | 41 | | | |
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Potential Payments Upon Termination of Employment or Change in Control | | | | | 41 | | | |
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CEO Pay Ratio | | | | | | | ||
| Proposal No. 2: Advisory Vote to Approve Named Executive Officer Compensation | | | | | 47 | | |
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AUDIT COMMITTEE MATTERS | | | | | 48 | | | |
| | | | | 48 | | | |
Principal Auditor Fees | | | | | 49 | | | |
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Proposal No. 3: Ratification of Appointment of Independent Auditors | | | | | 51 | | | |
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STOCK OWNERSHIP | | | | | 53 | | | |
| | | | | 55 | | | |
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| | WHEN | | | | | | VIRTUAL MEETING | | | | | | RECORD DATE | | ||||
| Tuesday, June 10:00 a.m., Eastern Time | | | | www.meetnow.global/MDLTVTX | | | | April 7, 2022 | |
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| | VOTING | | | | | | ATTENDANCE AND PARTICIPATION: | | ||
Anyone who owned shares of our Class A common stock (“common stock”) at the close of business on April • Each share is entitled to one vote on each matter to be voted upon at the annual meeting. |
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| | • You are entitled to attend the annual meeting only if you are a holder of record or a beneficial owner of shares of our common stock as of the record date or if you hold a valid proxy for the annual meeting. • To participate in the annual meeting, stockholders of record must enter their 14-digit control number, which can be found on your Notice Regarding the Availability of Proxy Materials or proxy card. • Stockholders may vote during the annual meeting by following the instructions available on the meeting website. • If shares are held through an intermediary, such as a bank, broker or other nominee, | |
| Items of Business | | | Board Recommendation | | | Page Number | | ||||||
| 1. | | | Election of the six directors named as nominees in the proxy statement | | | | | FOR | | | 14 | | |
| 2. | | | Approval, on an advisory basis, of the compensation of our named executive officers | | | | | FOR | | | 47 | | |
| 3. | | | Ratification of the appointment of our independent auditors | | | | | FOR | | | 51 | |
Name and Primary Occupation | | | Age | | | Director Since | | | Independent | | | AC | | | CC | | | FC | | | NC | | |||
| | Tim E. Bentsen Retired Partner KPMG LLP | | | 68 | | | 2020 | | | ✓ | | | C FE | | | | | | ✓ | | | | | |
| | Brian M. Davis CEO and President CatchMark Timber Trust, Inc. | | | 52 | | | 2020 | | | | | | | | | | | | ✓ | | | | | |
| | James M. DeCosmo Retired CEO and President Forestar Group Inc. | | | 63 | | | 2020 | | | ✓ | | | | | | | | | ✓ | | | C | | |
| | Paul S. Fisher Retired Vice Chairman, President and CEO CenterPoint Properties Trust | | | 66 | | | 2016 | | | ✓ | | | | | | ✓ | | | C | | | ✓ | | |
| | Mary E. McBride Retired President CoBank, ACB | | | 66 | | | 2018 | | | ✓ | | | ✓ FE | | | C | | | | | | ✓ | | |
| | Douglas D. Rubenstein – Chairman Executive Vice President, Chief Operating Officer and Director of Capital Markets Benjamin F. Edwards & Company | | | 59 | | | 2013 | | | ✓ | | | ✓ | | | ✓ | | | | | | ✓ | |
| AC = Audit Committee CC = Compensation Committee FC = Finance and Investment Committee | | | NC = Nominating and Corporate Governance Committee C = Committee Chair FE = Financial Expert | |
Name | Age | Director Since | Primary Occupation | Independent | AC | CC | FC | NC | ||||||||
Jerry Barag | 60 | 2013 | CEO, CatchMark Timber Trust, Inc. | ü | ||||||||||||
Paul S. Fisher | 63 | 2016 | Retired Vice Chairman, President and CEO, CenterPoint Properties Trust | ü | ü | C | ü | |||||||||
Mary E. McBride | 63 | 2018 | Retired President, CoBank, ACB | ü | ü | ü | ü | |||||||||
Donald S. Moss | 83 | 2006 | Retired Group Vice President, Avon Products, Inc. | ü | ü | C | ||||||||||
Willis J. Potts, Jr. | 72 | 2006 | Retired Vice President and General Manager, Temple-Inland, Inc. | ü | ü | ü | ||||||||||
Douglas D. Rubenstein | 56 | 2013 | Executive Vice President, Chief Operating Officer and Director of Capital Markets, Benjamin F. Edwards & Company | ü | ü | ü | C | |||||||||
Henry G. Zigtema | 67 | 2012 | Retired Partner, Ernst & Young LLP | ü | C, FE | ü | ||||||||||
AC = Audit Committee CC = Compensation Committee FC = Finance and Investment Committee NC =Nominating and Corporate Governance Committee C = Committee Chair FE = Financial Expert |
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Annual election of all directors | |||||
Majority voting with plurality carve out for contested elections Five of six directors are independent Separate independent Chairman and CEO Anti-hedging and anti-pledging policy Executive officer stock ownership guidelines Independent director stock ownership guidelines Regular executive sessions of independent directors Related person transactions policy Annual say-on-pay advisory votes | | | Average director tenure of 4.5 years | Risk oversight by the board and committees | |
Annual board and committee self-evaluations | |||||
No supermajority voting | |||||
No stockholder rights plan | |||||
Stockholders have ability to amend the bylaws Board diversity policy Director continuing education policy | |||||
All directors attended at least 75% of | |||||
Stockholder engagement | |||||
| | | CatchMark Timber Trust, Inc. 5 Concourse Parkway, Suite 2650, Atlanta, Georgia 30328 | | |
| | | 855-858-9794 (Atlanta area: 404-445-8480) | | |
| | | info@catchmark.com | |
| Director | | | CEO/Senior Management Experience | | | Timber/ Real Estate Experience | | | Capital Markets/ Finance Experience | | | Audit Committee Financial Expert | | | Gender | | | Race/ Ethnicity | | | Length of Service | |
| Tim E. Bentsen | | | X | | | | | | X | | | X | | | M | | | White | | | 2 years | |
| Brian M. Davis | | | X | | | X | | | X | | | | | | M | | | White | | | 2 year, 4 months | |
| James M. DeCosmo | | | X | | | X | | | X | | | | | | M | | | White | | | 2 years | |
| Paul S. Fisher | | | X | | | X | | | X | | | | | | M | | | White | | | 6 years, 3 months | |
| Mary E. McBride | | | X | | | X | | | X | | | X | | | F | | | White | | | 4 years, 2 months | |
| Douglas D. Rubenstein | | | X | | | X | | | X | | | | | | M | | | White | | | 8 years,4 months | |
| Name | | | Fees Earned or Paid in Cash(1) ($) | | | Stock Awards(2)(3) ($) | | | Total ($) | | |||||||||
| Tim E. Bentsen | | | | | 68,500 | | | | | | 69,998 | | | | | | 138,498 | | |
| James M. DeCosmo | | | | | 60,000 | | | | | | 69,998 | | | | | | 129,998 | | |
| Paul S. Fisher | | | | | 60,000 | | | | | | 69,998 | | | | | | 129,998 | | |
| Mary E. McBride | | | | | 66,000 | | | | | | 69,998 | | | | | | 135,998 | | |
| Douglas D. Rubenstein | | | | | 106,000 | | | | | | 69,998 | | | | | | 175,998 | | |
Name | Fees Earned or Paid in Cash (1) ($) | Stock Awards(3) ($) | Total ($) | |||||||||||||
Paul S. Fisher | $ | 60,000 | $ | 50,004 | $ | 110,004 | ||||||||||
Mary E. McBride | $ | 54,692 | $ | 66,445 | $ | 121,137 | ||||||||||
Donald S. Moss | $ | 66,000 | $ | 50,004 | $ | 116,004 | ||||||||||
Willis J. Potts, Jr. | $ | 99,274 | (2) | $ | 50,004 | $ | 149,278 | |||||||||
Douglas D. Rubenstein | $ | 66,000 | $ | 50,004 | $ | 116,004 | ||||||||||
Henry G. Zigtema | $ | 68,500 | $ | 50,004 | $ | 118,504 | ||||||||||
(1) | Includes base retainer and supplemental retainer, which are payable quarterly in advance. During 2018, each independent director received four quarterly retainer payments, for three quarters in 2018 and the first quarter in 2019. In addition to her regular quarterly payments in 2018, Ms. McBride also received a prorated cash retainer of $4,692 for the first quarter of 2018. | |||||||||||||||
(2) | Mr. Potts elected to receive a portion of his supplemental cash retainer in the form of shares of our common stock. The number of shares granted each quarter was determined by dividing one-quarter of Mr. Potts’ annual supplemental retainers by the closing price of our common stock on each respective payment date, rounded to the nearest whole share. We issued 2,832 shares of common stock to Mr. Potts during 2018 as payment of the cash supplemental retainer, all of which were fully vested and non-forfeitable as of the date of grant. | |||||||||||||||
(3) | Reflects the grant date fair value of shares of our common stock granted pursuant to our Amended and Restated Independent Director Compensation Plan determined in accordance with U.S. generally accepted accounting principles. On June 25, 2018, each independent director received 3,956 shares of our common stock, which were fully vested and non-forfeitable as of the date of grant. Ms. McBride also receive a prorated stock retainer upon her initial appointment to the board on February 27, 2018 consisting of a grant of 1,239 fully vested shares of our common stock. |
| Name | | | Unvested Common Stock and LTIP Unit Awards (#) | | |||
| Tim E. Bentsen(a) | | | | | 5,838 | | |
James M. DeCosmo(a) | | | | 5,838 | | | ||
| Paul S. Fisher(a) | | | | 5,838 | | | |
| Mary E. McBride(a) | | | | 5,838 | | | |
Douglas D. Rubenstein(b) | | |||||||
| 5,838 | | |
| | | CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2650, Atlanta, Georgia 30328 | | |
| | | 855-858-9794 (Atlanta area: 404-445-8480) | | |
| | | info@catchmark.com | |
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Name | | | Age | | | Position(s) | | | Term of Office | | |
Tim E. Bentsen | | 68 | | | Independent Director | | | Since 2020 | | ||
| Brian M. Davis | | | 52 | | | Chief Executive Officer, President and Director | | | Since 2020 | |
| James M. DeCosmo | | | 63 | | | Independent Director | | | Since 2020 | |
| Paul S. Fisher | | | 66 | | | Independent Director | | | Since 2016 | |
| Mary E. McBride | | | 66 | | | Independent Director | | | Since 2018 | |
| Douglas D. Rubenstein | | | 59 | | | Chairman of the Board | | |||
| Since 2013 | |
COMMITTEES • Audit • Finance and Investment | | | Age 68 | | ||||
• Tim E. Bentsen has served as one of our independent directors since April 2020. • Mr. Bentsen is a former audit partner and practice leader of KPMG LLP, a U.S.-based global audit, tax and advisory services firm, a position he retired from in 2012. – Over his 37 years with KPMG, he served as an audit partner for numerous publicly traded companies with a specialization in the financial services industry. – Mr. Bentsen also served in a variety of leadership roles, including Southeast Area Managing Partner and Atlanta office Managing Partner. – Mr. Bentsen also served on national leadership teams for the financial services and audit practice as well as on the firm’s national Operations Committee. – In addition, he served as an account executive for many of the largest audit and non-audit clients in the Southeast, where he had extensive involvement with executive management, audit committees and boards of directors. – Mr. Bentsen has been a frequent speaker on corporate governance matters across the country and served in a leadership role for KPMG’s Audit Committee Institute. | | • He served as an organizer and faculty member for the University of Georgia’s Directors’ College for over ten years. • Mr. Bentsen is a member of the board of directors of Synovus Financial Corp., where he serves as chairman of the compensation and human capital committee and a member of the executive, audit and risk committees. • He has also served as a member of the board of trustees and audit committee of Ridgeworth Funds, a mutual fund complex, • He served on the board of Krispy Kreme Doughnuts, Inc., a company specializing in sweet treats and complementary products, prior to that company going private in 2016. • Mr. Bentsen was an Executive-in-Residence at the J.M. Tull School of Accounting at the University of Georgia from 2012 to 2018. • He is a member of the board of directors of the Atlanta chapter of the National Association of Corporate Directors. • He holds a Bachelor of Business Administration from Texas Tech University. • Mr. Bentsen practiced as a certified public accountant for 40 years. | | |||||
| QUALIFICATIONS Our board of directors has determined Mr. Bentsen’s extensive audit and accounting experience, coupled with his corporate governance, risk management and financial acumen, enable him to effectively carry out his duties and responsibilities as a director. | |
| Chief Executive Officer and President, CatchMark COMMITTEES • Finance and Investment | | | BRIAN M. DAVIS | | | Age 52 | |
| • Brian M. Davis has served as our Chief Executive Officer and President and as a member of our board of directors since January 2020. • Prior to that, he served as: – our President and Chief Financial Officer from April 2019 to January 2020; – our Senior Vice President and Chief Financial Officer from March 2013 to April 2019; – our Treasurer from October 2013 to February 2018; – our Secretary from July 2018 to October 2018; and – our Assistant Secretary from August 2013 to July 2018. | | | • Mr. Davis served as Senior Vice President and Chief Financial Officer of Wells Timberland Investment Management Organization, LLC from March 2009 until October 2013 and as its Vice President from October 2007 through March 2009. • From 2000 until joining Wells Real Estate Funds, Inc. in 2007, Mr. Davis held various roles at Atlanta-based SunTrust Bank, delivering strategic advisory, capital-raising and financial risk-management solutions to large corporate and middle-market clients. • Mr. Davis has nearly 30 years of experience in business and financial services and has held key roles in finance, treasury and strategy. • Mr. Davis received his Bachelor of Business Administration and Master of Business Administration from Ohio University. | | |||
| QUALIFICATIONS Our board of directors concluded that as a result of his role as our Chief Executive Officer and President as well as his deep industry knowledge, financial expertise and vision, Mr. Davis is qualified to serve on our board of directors. | |
| COMMITTEES • Finance and Investment • Nominating and Corporate Governance | | | JAMES M. DECOSMO | | | Age 63 | |
| • James M. DeCosmo has served as one of our independent directors since April 2020. • Mr. DeCosmo served as the President and Chief Executive Officer of Forestar Group Inc., a real estate and oil and gas company, from 2006 to 2015 and as a director of Forestar from 2007 to 2015. • Prior to Forestar’s spin-off from Temple-Inland Inc. in 2007, Mr. DeCosmo served as Temple-Inland’s Group Vice President from 2005 to 2007; Vice President, Forest from 2000 to 2005; and Director of Forest Management from 1999 to 2000. | | | • Prior to joining Temple-Inland, Mr. DeCosmo held various land management positions throughout the southeastern United States, including with Kimberly-Clark Corporation and its predecessor Scott Paper Company from 1982 to 1999. • Mr. DeCosmo received a Bachelor of Science in Forest Resources and Management from the University of Florida and attended the Stanford Executive Program. | | |||
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| QUALIFICATIONS Our board of directors has determined that Mr. DeCosmo’s extensive experience in the management of timberlands, combined with his experience serving as a Chief Executive Officer and a director of, and otherwise managing, organizations engaged in the ownership, acquisition and management of timberlands, enable Mr. DeCosmo to effectively carry out his duties and responsibilities as a director. | |
| COMMITTEES • Compensation • Finance and Investment • Nominating and Corporate Governance | | | PAUL S. FISHER | | | Age 66 | |
| • Paul S. Fisher has served as one of our independent directors since January 2016. • Mr. Fisher was the President and Chief Executive Officer of CenterPoint Properties Trust (“CenterPoint”), a developer, investor and manager of supply chain industrial assets and related transportation infrastructure, from 2011 to 2013. – Mr. Fisher co-founded CenterPoint in 1993 and served as its General Counsel and Chief Financial Officer before being appointed President in 2004 and Chief Executive Officer in 2011. – CenterPoint was a publicly traded REIT from 1993 to 2006, when it was privatized by a joint venture of the California Employees Retirement System and LaSalle Investment Management, Inc. – Mr. Fisher served as vice chairman of CenterPoint from 2013 to 2018. | | | • Before joining CenterPoint, Mr. Fisher was a Vice President of Finance and Acquisitions at Miglin-Beitler Inc., a Chicago-based office developer. • Prior to that, Mr. Fisher served as Vice President of Corporate Finance at The First National Bank of Chicago and as a Vice President of Partnership Finance at VMS Realty, a Chicago-based real estate syndication company. • Mr. Fisher served on the U.S. Department of Commerce Advisory Council on Supply Chain Competitiveness. • He serves as Chair of the Advisory Board for the Baumhart Center for Social Enterprise and Responsibility at Loyola University Chicago. • Mr. Fisher received a Bachelor of Arts in Economics from The University of Notre Dame and a Doctor of Law from The University of Chicago School of Law. | | |||
| QUALIFICATIONS Our board of directors has determined that Mr. Fisher’s extensive experience in real estate investment and management, particularly his experience serving as President of, and otherwise managing, a major publicly traded REIT, provides him with skills and knowledge that enable him to effectively carry out his duties and responsibilities as a director. | |
| COMMITTEES • Audit • Compensation • Nominating and Corporate Governance | | | MARY E. MCBRIDE | | | Age 66 | |
| • Mary E. McBride has served as one of our independent directors since February 2018. • Ms. McBride was President of CoBank, ACB (“CoBank”), a cooperative bank and member of the Farm Credit System serving vital industries across rural America, from 2013 to 2016. Ms. McBride joined CoBank in 1993 and served as Vice President, Loan Policy & Syndications; Senior Vice President and Manager, Corporate Finance Division; Senior Vice President and Manager, Operations Division; Executive Vice President, Communications and Energy Banking Group; and Chief Operating Officer before being appointed Chief Banking Officer in 2010. During her time at CoBank, Ms. McBride was integrally involved in the origination and management of loans to the timber industry throughout the United States. • Before joining CoBank, Ms. McBride was Senior Vice President and Manager, Commercial Lending at First Interstate Bank of Denver, N.A. | | | • Prior to that, she served as Assistant Vice President, Energy & Utilities at First National Bank of Boston. • Ms. McBride currently serves on the boards of directors of Intrepid Potash, Inc. (NYSE: IPI) and Ellington Residential Mortgage REIT (NYSE: EARN). • Ms. McBride previously served on the Biomass Technical Advisory and Research Committee of the U.S. Departments of Energy and Agriculture from 2006 to 2012. She also previously served as Chair of Mile High United Way. • Ms. McBride received a Bachelor of Arts in Political Science from Wellesley College, a Master of Science in European Studies from the London School of Economics and a Master of Science in Applied Economics and International Management and Finance from the Sloan School of Management at the Massachusetts Institute of Technology. | | |||
| QUALIFICATIONS Our board of directors has determined that Ms. McBride’s extensive experience in commercial banking, particularly in the timber industry, enable Ms. McBride to effectively carry out her duties and responsibilities as a director. | |
| Non-Executive Chairman of the Board COMMITTEES • Audit • Compensation • Nominating and Corporate Governance | | | DOUGLAS D. RUBENSTEIN | | | Age 59 | |
| • Douglas D. Rubenstein has served as one of our independent directors since December 2013 and as our Chairman of the Board since June 2020. • Mr. Rubenstein has served as Executive Vice President, Chief Operating Officer and Director of Capital Markets for Benjamin F. Edwards & Company, Inc., a private, full-service broker-dealer, since August 2016, having served as its Senior Vice President and Director of Capital Markets and Business Strategy since June 2012. • From 2007 to June 2012, he held various positions in the Real Estate Investment Banking Group of Stifel, Nicolaus & Company, Inc., including Managing Director from 2007 to August 2008, Co-Group Head from August 2008 to December 2008 and Managing Director and Group Head from January 2009 to June 2012. | | | • From 1985 to 2007, he served in a variety of roles in the Capital Markets Division of A.G. Edwards & Sons, Inc., a U.S.-based financial services company that was acquired by Wachovia Corporation (now Wells Fargo & Company) in 2007 and was promoted from Analyst ultimately to Managing Director and Real Estate Group Coordinator. • Mr. Rubenstein served as a trustee at Whitfield School • He previously served as a director and Chairman of the Board of Life Skills, a non-profit organization, for 16 years. • He holds Series 7 (grandfathered into Series 79), 24, 55 and 63 licenses and was formerly a member of the National Association of Real Estate Investment Trusts (“NAREIT”). • Mr. Rubenstein received a Bachelor of Arts in Economics from Lake Forest College and a Master of Business Administration from the John M. Olin School of Business at Washington University. | | |||
| QUALIFICATIONS Our board of directors has determined that Mr. Rubenstein’s extensive experience in the real estate industry and, specifically, raising capital for real estate companies, provides him with skills and knowledge that enable him to effectively carry out his duties and responsibilities as a director. | |
| | | | Your board of directors unanimously recommends a vote “FOR” all of the nominees listed above for re-election as directors. | | |
| Audit Committee | | | Meetings in 2021: 6 | | |||
| MEMBERS • Tim E. Bentsen • Mary E. McBride • Douglas D. Rubenstein AUDIT COMMITTEE REPORT The Report of the Audit Committee appears on page 48 of this proxy statement. | | | Our board of directors has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act. PRINCIPAL RESPONSIBLITIES The Audit Committee’s primary function is to assist our board of directors in overseeing: • the integrity of our financial statements; • the effectiveness of our internal control over financial reporting; • our compliance with legal and regulatory requirements, including overseeing our legal compliance and ethics program; • the independent auditors’ qualifications and independence; and • the performance of our internal audit function and independent auditors. The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation, oversight and termination of our independent auditors. The Audit Committee is also responsible for preparing the report that appears on page 48 of this proxy statement. In addition, the Audit Committee is responsible for the oversight of risk assessment and risk management, including significant financial and information security risk exposures and the steps corporate management has taken to monitor, control and report such exposures. The Audit Committee receives reports from our management regarding these matters at least annually. The Audit Committee fulfills its responsibilities primarily by carrying out the activities enumerated in the Audit Committee Charter adopted by our board of directors. | | | QUALIFICATIONS All of the members of the Audit Committee are “independent” and “financially literate” as defined under the rules of the NYSE and the SEC, discussed in further detail under “Corporate Governance—Director Independence” above. Mr. Bentsen and Ms. McBride have been designated as audit committee financial experts. CHARTER Available on our website at https://catchmark.investorroom.com/ governance-policies. | |
| Compensation Committee | | | Meetings in 2021: 7 | | |||
| MEMBERS • Mary E. McBride • Paul S. Fisher • Douglas D. Rubenstein COMPENSATION COMMITTEE REPORT The Report of the Compensation Committee appears on page 22 of this proxy statement. | | | PRINCIPAL RESPONSIBLITIES The primary function of the Compensation Committee is to assist our board of directors in fulfilling its responsibilities with respect to: • the compensation of our Chief Executive Officer and our other executive officers, and • the administration of our compensation plans, programs and policies. The Compensation Committee also assists our board of directors with oversight of our policies and strategies related to culture and human capital management, including diversity and inclusion. For additional information about the Compensation Committee’s processes and the role of executive officers and compensation consultants in determining compensation, see “Compensation Discussion and Analysis” below. The Compensation Committee fulfills these responsibilities primarily by carrying out the activities enumerated in the Compensation Committee Charter adopted by our board of directors. | | | QUALIFICATIONS All of the members of the Compensation Committee are “independent” under the listing standards of the NYSE and under the rules and regulations of the SEC, discussed in further detail under “Corporate Governance—Director Independence” above. CHARTER Available on our website at https://catchmark.investorroom.com/ governance-policies. | |
| Finance and Investment Committee | | | Meetings in 2021: 4 | | |||
| MEMBERS • Paul S. Fisher • Tim E. Bentsen • Brian M. Davis • James M. DeCosmo | | | PRINCIPAL RESPONSIBLITIES The primary function of the Finance Committee is to assist our board of directors in discharging its oversight responsibilities relating to: • proposed acquisitions; • dispositions; • major capital investments; and • financing arrangements. The Finance Committee fulfills its responsibilities primarily by carrying out the activities enumerated in the Finance Committee Charter adopted by our board of directors. | | | QUALIFICATIONS A majority of the members of the Finance Committee are “independent” under the listing standards of the NYSE, discussed in further detail under “Corporate Governance—Director Independance” above. CHARTER Available on our website at https://catchmark.investorroom.com/ governance-policies. | |
| Nominating and Corporate Governance Committee | | | Meetings in 2021: 4 | | |||
| MEMBERS • James M. DeCosmo • Paul S. Fisher • Mary E. McBride • Douglas D. Rubenstein | | | PRINCIPAL RESPONSIBLITIES The primary functions of the Nominating Committee are: • identifying individuals qualified to serve on our board of directors; • overseeing, developing and recommending to our board of directors a set of corporate governance guidelines and periodically re-evaluating such guidelines for the purpose of suggesting amendments to them if appropriate; • determining the composition of our board of directors; and • overseeing an annual evaluation of our board of directors and each of the committees of our board of directors. The Nominating Committee is also responsible for: • overseeing our Environmental, Social and Governance (“ESG”) strategy, initiatives and policies; and • any political contributions or government relations activities in which we engage. The Nominating Committee fulfills its responsibilities primarily by carrying out the activities enumerated in the Nominating Committee Charter adopted by our board of directors. | | | QUALIFICATIONS All of the members of the Nominating Committee are “independent” under the listing standards of the NYSE, discussed in further detail under “Corporate Governance —Director Independance” above. CHARTER Available on our website at https://catchmark.investorroom.com/ governance-policies. | |
| | | | | | | | | | | | | | |
| | | Ursula Godoy-Arbelaez | | | | Todd P. Reitz | | | | Lesley H. Solomon | | ||
| Chief | | | | Chief Financial Officer, Senior Vice President and Treasurer | | | | Chief Resources Officer and Senior Vice President | | | | General Counsel and Secretary | |
(in millions) | Year Ended December 31, 2018 | |||
Cash Provided by Operating Activities | $ | 29.8 | ||
(-) Capital Expenditures (excluding timberland acquisitions) | (4.5) | |||
(+) Working Capital Changes | 3.8 | |||
(-) Distributions from Unconsolidated Joint Ventures | 4.7 | |||
(-) Other (1) | (0.5) | |||
Cash Available for Distribution | $ | 33.3 |
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What We Do | | | | What We Do Not Do | | |
| The Compensation Committee has designed our compensation program to pay for performance, with a particular focus on long-term stockholder return, as evidenced by performance-based awards based on pre-established performance goals and relative total stockholder return metrics. The Compensation Committee is composed solely of independent directors. The Compensation Committee has engaged an independent compensation consultant, Ferguson Partners Consulting L.P. We have stock ownership guidelines for our executive officers and our independent directors. We provide our stockholders a “say-on-pay” advisory vote on an annual basis until the next required vote on the frequency of stockholder votes on executive compensation. Severance agreements and plans for executive officers include double-trigger change-in-control severance benefits. Our clawback policy enables the Compensation Committee to recover, in the event of an accounting restatement, from executive officers’ annual cash incentive compensation or realized compensation from equity awards in excess of what they would have otherwise received, in either case based on erroneous financial data. Our insider trading policy prohibits our directors, officers and other employees from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan and engaging in hedging transactions in our securities. | | | | We do not encourage excessive risk-taking behavior through our compensation plans as they appropriately balance both absolute and relative performance, as well as short- and long-term performance. | |
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We do not guarantee salary increases or minimum bonuses, with limited exceptions in the case of | ||||||
We do not provide for uncapped bonuses. | ||||||
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Company | | | Market Capitalization as of December 31, 2021 ($ | | ||||
Agree Realty Corporation | | | | 5,087 | | | ||
CareTrust REIT, Inc. | | | | 2,198 | | | ||
Community Healthcare Trust Incorporated | | | | 1,181 | | | ||
| Easterly Government Properties, Inc. | | | | 2,066 | | | |
Getty Realty Corp. | | | | | 1,499 | | | |
| LTC Properties, Inc. | | | | 1,344 | | | |
Monmouth Real Estate Investment Corporation | | | | 2,069 | | | ||
| One Liberty Properties, Inc. | | | | 714 | | | |
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Company | | | Market Capitalization as of December 31, 2021 ($ | | ||||
Forestar Group Inc. | | | | 1,080 | | | ||
PotlatchDeltic Corporation | | | | 4,159 | | | ||
| Rayonier Inc. | | | | 5,867 | | | |
| St Joe Company | | | | 3,065 | | | |
UFP Industries, Inc. | | | | 5,696 | | | ||
| Weyerhaeuser Company | | | | 30,774 | | |
| | | | 2021 Base Salary | | | 2021 Annual Cash Incentive | | | 2021 Long-Term Incentive | | |||||||||||||||||||||||||||||||||
| Name | | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | ||||||||||||||||||||||||
| Mr. Davis | | | | $ | 515,000 | | | | | $ | 193,125 | | | | | $ | 386,250 | | | | | $ | 579,375 | | | | | $ | 462,500 | | | | | $ | 925,000 | | | | | $ | 1,480,000 | | |
| Ms. Godoy-Arbelaez | | | | $ | 300,000 | | | | | $ | 75,000 | | | | | $ | 150,000 | | | | | $ | 225,000 | | | | | $ | 155,000 | | | | | $ | 310,000 | | | | | $ | 496,000 | | |
| Mr. Reitz | | | | $ | 381,000 | | | | | $ | 95,250 | | | | | $ | 190,500 | | | | | $ | 285,750 | | | | | $ | 237,500 | | | | | $ | 475,000 | | | | | $ | 760,000 | | |
| Ms. Solomon | | | | $ | 345,000 | | | | | $ | 51,750 | | | | | $ | 103,500 | | | | | $ | 155,250 | | | | | $ | 203,125 | | | | | $ | 406,250 | | | | | $ | 650,000 | | |
Name | 2018 Base Salary | 2018 Annual Cash Incentive | 2018 Long-Term Incentive(1) | |||||||||||||||||||||||||
Threshold | Target | Maximum | Threshold | Target | Maximum | |||||||||||||||||||||||
Mr. Barag | $ | 530,500 | $ | 185,675 | $ | 371,350 | $ | 557,025 | $ | 400,528 | $ | 801,586 | $ | 1,282,219 | ||||||||||||||
Mr. Davis | $ | 371,500 | $ | 92,875 | $ | 185,750 | $ | 278,625 | $ | 244,819 | $ | 490,009 | $ | 783,865 | ||||||||||||||
Mr. Reitz | $ | 257,500 | $ | 51,500 | $ | 77,250 | $ | 128,750 | $ | 50,000 | $ | 100,000 | $ | 150,000 |
| Executive | | | 2021 Base Salary | | | 2020 Base Salary | | | YOY Change | | |||||||||
| Brian Davis | | | | $ | 515,000 | | | | | $ | 500,000 | | | | | | 3.0% | | |
| Ursula Godoy-Arbelaez | | | | $ | 300,000 | | | | | $ | 265,000 | | | | | | 13.2% | | |
| Todd Reitz | | | | $ | 381,000 | | | | | $ | 369,750 | | | | | | 3.0% | | |
| Lesley Solomon | | | | $ | 345,000 | | | | | $ | 334,750 | | | | | | 3.0% | | |
| | | • a financial component, pursuant to which 70% of the annual cash incentive award opportunity was based on achievement of predetermined goals related to specified company-wide performance metrics, and | | |
| | | • an individual performance component, pursuant to which 30% of the annual cash incentive award opportunity was based on the NEO’s performance over the course of 2021. | |
Name | 2018 Annual Cash Incentive (% of Base Salary) | |||||
Threshold | Target | Maximum | ||||
Mr. Barag | 35.0% | 70.0% | 105.0% | |||
Mr. Davis | 25.0% | 50.0% | 75.0% | |||
Mr. Reitz | 20.0% | 30.0% | 50.0% |
| | | | 2021 Annual Cash Incentive (% of Base Salary) | | |||||||||||||||
| Name | | | Threshold | | | Target | | | Maximum | | |||||||||
| Mr. Davis | | | | | 38% | | | | | | 75% | | | | | | 113% | | |
| Ms. Godoy-Arbelaez | | | | | 25% | | | | | | 50% | | | | | | 75% | | |
| Mr. Reitz | | | | | 25% | | | | | | 50% | | | | | | 75% | | |
| Ms. Solomon | | | | | 15% | | | | | | 30% | | | | | | 45% | | |
| | | • Adjusted EBITDA is an important measure of the Company’s financial performance because it is indicative of the strength of our operations and the performance of our business and our ability to meet lender requirements. Adjusted EBITDA is divided by our weighted average shares outstanding to determine Adjusted EBITDA per share. | | |
| | | • Harvest EBITDA was selected because it is reflective of the results of our core timber operations and is viewed by investors and analysts as a critical measure of performance. Harvest is also our largest reportable segment and is closely monitored by management and our board of directors. See Note 15 to our consolidated financial statements included in our annual report on Form 10-K filed with the SEC on March 3, 2022. Harvest EBITDA is calculated as timber sales and other related revenues less contract logging and hauling expenses, forestry management expenses, land rent expense, other operating expenses, adding back stock compensation expense and certain other cash and non-cash expenses. Harvest EBITDA is divided by our weighted average shares outstanding to determine Harvest EBITDA per share. | | |
| | | • Leverage, which is calculated as net debt to Adjusted EBITDA, is an important metric because it is frequently viewed by analysts and investors as an indication of our ability to repay our debt. Further, having high leverage without the ability to reduce it can increase our vulnerability to general adverse economic and industry conditions. This metric is measured by the total debt less cash and cash equivalents as of a period end divided by Adjusted EBITDA for the trailing twelve months then ended. | |
| Objective Performance Metrics | | | Weight | | | Threshold | | | Target | | | Maximum | | | Actual | | |||||||||||||||
| Adjusted EBITDA(1) per share | | | | | 45% | | | | | $ | 0.88 | | | | | $ | 0.92 | | | | | $ | 1.02 | | | | | $ | 1.01 | | |
| Harvest EBITDA(2) per share | | | | | 30% | | | | | $ | 0.57 | | | | | $ | 0.61 | | | | | $ | 0.69 | | | | | $ | 0.70 | | |
| Leverage(3) | | | | | 25% | | | | | | 10.0x | | | | | | 9.5x | | | | | | 9.0x | | | | | | 5.6x | | |
| Debt | | | | $ | 300 | | | |||
| Cash | | | | $ | 23 | | | |||
Net Debt | | $ | | ||||||||
| Adjusted EBITDA | | | $ | 49.4 |
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| | | | 5.6x | | |
Name | 2018 Annual Cash Incentive Awards - Financial Performance Component | |||||||||||||||
Threshold | Target | Maximum | Actual | |||||||||||||
Mr. Barag | $ | 148,540 | $ | 297,080 | $ | 445,620 | $ | 445,620 | ||||||||
Mr. Davis | $ | 74,300 | $ | 148,600 | $ | 222,900 | $ | 222,900 | ||||||||
Mr. Reitz | $ | 41,200 | $ | 61,800 | $ | 103,000 | $ | 103,000 |
| Name | | | Threshold | | | Target | | | Maximum | | | Actual | | ||||||||||||
| Mr. Davis | | | | $ | 135,188 | | | | | $ | 270,375 | | | | | $ | 405,563 | | | | | $ | 399,479 | | |
| Ms. Godoy-Arbelaez | | | | $ | 52,500 | | | | | $ | 105,000 | | | | | $ | 157,500 | | | | | $ | 155,138 | | |
| Mr. Reitz | | | | $ | 66,675 | | | | | $ | 133,350 | | | | | $ | 200,025 | | | | | $ | 197,025 | | |
| Ms. Solomon | | | | $ | 36,225 | | | | | $ | 72,450 | | | | | $ | 108,675 | | | | | $ | 107,045 | | |
Name | 2018 Annual Cash Incentive Awards - Individual Performance Component | |||||||||||||||
Threshold | Target | Maximum | Actual | |||||||||||||
Mr. Barag | $ | 37,135 | $ | 74,270 | $ | 111,405 | $ | 74,270 | ||||||||
Mr. Davis | $ | 18,575 | $ | 37,150 | $ | 55,725 | $ | 55,725 | ||||||||
Mr. Reitz | $ | 10,300 | $ | 15,450 | $ | 25,750 | $ | 25,750 |
| Name | | | Threshold | | | Target | | | Maximum | | | Actual | | ||||||||||||
| Mr. Davis | | | | $ | 57,938 | | | | | $ | 115,875 | | | | | $ | 173,813 | | | | | $ | 115,875 | | |
| Ms. Godoy-Arbelaez | | | | $ | 22,500 | | | | | $ | 45,000 | | | | | $ | 67,500 | | | | | $ | 45,000 | | |
| Mr. Reitz | | | | $ | 28,575 | | | | | $ | 57,150 | | | | | $ | 85,725 | | | | | $ | 57,150 | | |
| Ms. Solomon | | | | $ | 15,525 | | | | | $ | 31,050 | | | | | $ | 46,575 | | | | | $ | 31,050 | | |
| Name | | | Threshold | | | Target | | | Maximum | | | Actual | | ||||||||||||
| Mr. Davis | | | | $ | 193,125 | | | | | $ | 386,250 | | | | | $ | 579,375 | | | | | $ | 515,354 | | |
| Ms. Godoy-Arbelaez | | | | $ | 75,000 | | | | | $ | 150,000 | | | | | $ | 225,000 | | | | | $ | 200,138 | | |
| Mr. Reitz | | | | $ | 95,250 | | | | | $ | 190,500 | | | | | $ | 285,750 | | | | | $ | 254,175 | | |
| Ms. Solomon | | | | $ | 51,750 | | | | | $ | 103,500 | | | | | $ | 155,250 | | | | | $ | 138,095 | | |
Name | 2018 Annual Cash Incentive Awards - Totals | |||||||||||||||
Threshold | Target | Maximum | Actual | |||||||||||||
Mr. Barag | $ | 185,675 | $ | 371,350 | $ | 557,025 | $ | 519,890 | ||||||||
Mr. Davis | $ | 92,875 | $ | 185,750 | $ | 278,625 | $ | 278,625 | ||||||||
Mr. Reitz | $ | 51,500 | $ | 77,250 | $ | 128,750 | $ | 128,750 |
| Name | | | Threshold | | | Target | | | Maximum | | |||||||||
| Mr. Davis | | | | $ | 462,500 | | | | | $ | 925,000 | | | | | $ | 1,480,000 | | |
| Ms. Godoy-Arbelaez | | | | $ | 155,000 | | | | | $ | 310,000 | | | | | $ | 496,000 | | |
| Mr. Reitz | | | | $ | 237,500 | | | | | $ | 475,000 | | | | | $ | 760,000 | | |
| Ms. Solomon | | | | $ | 203,125 | | | | | $ | 406,250 | | | | | $ | 650,000 | | |
| | | | 2021 Performance-Based LTIP Units (60%) (1) | | | 2021 Time-Based Restricted Shares (40%)(3) | | ||||||||||||
| Name | | | Composite Index (70%)(2) | | | Russell Microcap Index (30%) | | ||||||||||||
| Mr. Davis | | | | | 59,178 | | | | | | 29,522 | | | | | | 33,945 | | |
| Ms. Godoy-Arbelaez | | | | | 19,832 | | | | | | 9,894 | | | | | | 11,376 | | |
| Mr. Reitz | | | | | 30,388 | | | | | | 15,160 | | | | | | 17,431 | | |
| Ms. Solomon | | | | | 25,990 | | | | | | 12,966 | | | | | | 14,908 | | |
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Timber Peer Group (60%) | | | Broader Industry Peer Group | | | (40%) | |
• Acadian Timber Corp. • PotlatchDeltic Corporation • Rayonier Inc. • Weyerhaeuser Company | | | Canfor Corporation • Farmland Partners Inc. • Gladstone Land Corporation • Interfor Corporation • International Paper Company | | | • Packaging Corporation of • Sonoco Products Company West Fraser Timber Co. Ltd. WestRock Company | |
| Position | |||||||
| | Multiple of Base Salary | | |||||
| Chief Executive Officer | | | | | 4x | | |
| Other Executive Officers | | | | | 2x | | |
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1)(2) | | | Non-Equity Incentive Plan Compensation ($)(3) | | | All Other Compensation ($)(4) | | | Total | | |||||||||||||||||||||
| Mr. Brian M. Davis Chief Executive Officer and President | | | | | 2021 | | | | | | 515,000 | | | | | | — | | | | | | 925,000 | | | | | | 515,354 | | | | | | 91,850 | | | | | | 2,047,204 | | |
| | | 2020 | | | | | | 500,000 | | | | | | — | | | | | | 925,000 | | | | | | 342,480 | | | | | | 45,591 | | | | | | 1,813,071 | | | |||
| | | 2019 | | | | | | 412,000 | | | | | | — | | | | | | 621,110 | | | | | | 293,019 | | | | | | 19,363 | | | | | | 1,345,492 | | | |||
| Ms. Ursula Godoy-Arbelaez(5) Chief Financial Officer, Senior Vice President and Treasurer | | | | | 2021 | | | | | | 300,000 | | | | | | — | | | | | | 310,000 | | | | | | 200,138 | | | | | | 19,310 | | | | | | 829,448 | | |
| | | 2020 | | | | | | 265,000 | | | | | | — | | | | | | 250,000 | | | | | | 151,262 | | | | | | 19,500 | | | | | | 685,762 | | | |||
| Mr. Todd P. Reitz Chief Resources Officer and Senior Vice President | | | | | 2021 | | | | | | 381,000 | | | | | | — | | | | | | 475,000 | | | | | | 254,175 | | | | | | 22,499 | | | | | | 1,132,674 | | |
| | | 2020 | | | | | | 369,750 | | | | | | — | | | | | | 406,250 | | | | | | 211,054 | | | | | | 17,810 | | | | | | 1,004,864 | | | |||
| | | 2019 | | | | | | 325,000 | | | | | | — | | | | | | 406,250 | | | | | | 192,619 | | | | | | 16,800 | | | | | | 940,669 | | | |||
| Ms. Lesley H. Solomon General Counsel and Secretary | | | | | 2021 | | | | | | 345,000 | | | | | | — | | | | | | 406,250 | | | | | | 138,095 | | | | | | 18,810 | | | | | | 908,155 | | |
| | | 2020 | | | | | | 334,750 | | | | | | — | | | | | | 406,250 | | | | | | 114,645 | | | | | | 17,810 | | | | | | 873,455 | | | |||
| | | 2019 | | | | | | 325,000 | | | | | | — | | | | | | 406,250 | | | | | | 115,572 | | | | | | 16,925 | | | | | | 863,747 | | |
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($) (3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||
Mr. Jerry Barag Chief Executive Officer | 2018 | 530,500 | — | 655,421 | (5) | 519,890 | 23,821 | 1,729,632 | ||||||||||||
2017 | 515,000 | — | 387,277 | 540,750 | 21,681 | 1,464,708 | ||||||||||||||
2016 | 500,000 | — | 862,486 | 525,000 | 19,737 | 1,907,223 | ||||||||||||||
Mr. Brian M. Davis President and Chief Financial Officer | 2018 | 371,500 | — | 400,601 | (5) | 278,625 | 18,500 | 1,069,226 | ||||||||||||
2017 | 360,500 | — | 400,601 | 270,375 | 18,000 | 885,544 | ||||||||||||||
2016 | 350,000 | — | 524,981 | 262,500 | 18,000 | 1,155,481 | ||||||||||||||
Mr. Todd P. Reitz (6) | 2018 | 257,500 | — | 40,113 | (5) | 128,750 | 15,415 | 441,278 | ||||||||||||
Senior Vice President, Forest Resources | ||||||||||||||||||||
Ms. Lesley H. Solomon (6) | 2018 | 98,836 | 75,000 | (8) | 100,000 | — | 4,875 | 278,711 | ||||||||||||
General Counsel and Secretary | ||||||||||||||||||||
Mr. John F. Rasor (7) | 2018 | 450,000 | — | — | — | 18,500 | 468,500 | |||||||||||||
Former Chief Operating Officer | 2017 | 450,000 | — | 675,000 | 337,500 | 16,552 | 1,479,052 | |||||||||||||
2016 | 350,000 | — | 524,981 | 262,500 | 19,775 | 1,157,256 |
| | | | 2019 | | | 2020 | | | 2021 | | ||||||
| Mr. Davis | | | $745,333 | | | | $ | 1,110,000 | | | | | $ | 1,110,000 | | |
| Ms. Godoy-Arbelaez | | | — | | | | $ | 250,000 | | | | | $ | 372,000 | | |
| Mr. Reitz | | | $487,500 | | | | $ | 487,500 | | | | | $ | 570,000 | | |
| Ms. Solomon | | | $487,500 | | | | $ | 487,500 | | | | | $ | 487,500 | | |
| | | | | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | | | Grant Date Fair Value of Stock and Option Awards ($)(4) | | ||||||||||||||||||||||||||||||||||||
| Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold ($) | | | Target ($) | | | Maximum ($)(2) | | |||||||||||||||||||||||||||||||||
| Mr. Davis | | | | | | | | | | $ | 193,125 | | | | | $ | 386,250 | | | | | $ | 579,375 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/11/2021 | | | | | | | | | | | | | | | | | | | | | | | | 92,500 | | | | | | 555,000 | | | | | | 1,110,000 | | | | | | | | | | | | 555,000 | | | |||
| | | 3/11/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 33,945 | | | | | | 370,000 | | | |||
| Ms. Godoy-Arbelaez | | | | | | | | | | $ | 75,000 | | | | | $ | 150,000 | | | | | $ | 225,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/11/2021 | | | | | | | | | | | | | | | | | | | | | | | | 31,000 | | | | | | 186,000 | | | | | | 372,000 | | | | | | | | | | | | 186,000 | | | |||
| | | 3/11/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,376 | | | | | | 124,000 | | | |||
| Mr. Reitz | | | | | | | | | | $ | 95,250 | | | | | $ | 190,500 | | | | | $ | 285,750 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/11/2021 | | | | | | | | | | | | | | | | | | | | | | | | 47,500 | | | | | | 285,000 | | | | | | 570,000 | | | | | | | | | | | | 285,000 | | | |||
| | | 3/11/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,431 | | | | | | 190,000 | | | |||
| Ms. Solomon | | | | | | | | | | $ | 51,750 | | | | | $ | 103,500 | | | | | $ | 155,250 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 3/11/2021 | | | | | | | | | | | | | | | | | | | | | | | | 40,625 | | | | | | 243,750 | | | | | | 487,500 | | | | | | | | | | | | 243,750 | | | |||
| | | 3/11/2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,908 | | | | | | 162,500 | | |
Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | All Other Stock Award: (3) # of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (4) | |||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | |||||||||||||
Mr. Barag | 2/27/2018 | 185,675 | 371,350 | 557,025 | ||||||||||||||
11/29/2018 | 15,749 | 94,496 | 15,749 | 28,317 | 239,844 | |||||||||||||
11/29/2018 | 19,340 | 116,427 | 19,340 | 24,162 | 204,655 | |||||||||||||
Mr. Davis | 2/27/2018 | 92,875 | 185,750 | 278,625 | ||||||||||||||
11/29/2018 | 9,625 | 57,747 | 9,625 | 17,305 | 146,571 | |||||||||||||
11/29/2018 | 11,824 | 71,178 | 11,824 | 14,770 | 125,106 | |||||||||||||
Mr. Reitz | 2/27/2018 | 51,500 | 77,250 | 128,750 | ||||||||||||||
11/29/2018 | 2,422 | 14,582 | 2,422 | 3,014 | 25,531 | |||||||||||||
Ms. Solomon | 9/12/2018 | 8,361 | 100,000 | |||||||||||||||
Mr. Rasor |
| Name | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | ||||||||||||
| Mr. Davis | | | | | 4,924(2) | | | | | | 42,888 | | | | | | | | | | | | | | |
| | | 12,323(3) | | | | | | 107,333 | | | | | | | | | | | | | | | |||
| | | 25,250(4) | | | | | | 219,928 | | | | | | 7,805(9) | | | | | | 67,986 | | | |||
| | | 33,945(5) | | | | | | 295,661 | | | | | | 7,389(10) | | | | | | 64,356 | | | |||
| Ms. Godoy-Arbelaez | | | | | 2,250(6) | | | | | | 19,958 | | | | | | | | | | | | | | |
| | | 9,000(7) | | | | | | 78,390 | | | | | | | | | | | | | | | |||
| | | 8,530(4) | | | | | | 74,296 | | | | | | 1,758(9) | | | | | | 15,312 | | | |||
| | | 11,376(5) | | | | | | 99,085 | | | | | | 2,476(10) | | | | | | 21,567 | | | |||
| Mr. Reitz | | | | | 1,005(2) | | | | | | 8,754 | | | | | | | | | | | | | | |
| | | 8,060(3) | | | | | | 70,203 | | | | | | | | | | | | | | | |||
| | | 11,089(4) | | | | | | 96,585 | | | | | | 3,428(9) | | | | | | 29,859 | | | |||
| | | 17,431(5) | | | | | | 151,824 | | | | | | 3,794(10) | | | | | | 33.047 | | | |||
| Ms. Solomon | | | | | 2,091(8) | | | | | | 18,213 | | | | | | | | | | | | | | |
| | | 8,060(3) | | | | | | 70,203 | | | | | | | | | | | | | | | |||
| | | 11,089(4) | | | | | | 96,585 | | | | | | 3,428(9) | | | | | | 29,859 | | | |||
| | | 14,908(5) | | | | | | 129,849 | | | | | | 3,245(10) | | | | | | 28,264 | | |
Stock Awards | |||||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | |||||||||||
Mr. Barag | 13,079 | (3) | 92,861 | ||||||||||||
5,000 | (4) | 35,500 | |||||||||||||
16,320 | (5) | 115,872 | |||||||||||||
— | (11) | — | |||||||||||||
28,317 | (6) | 201,051 | 6,023 | (12) | 42,761 | ||||||||||
24,162 | (7) | 171,550 | 5,301 | (13) | 37,639 | ||||||||||
Mr. Davis | 7,953 | (3) | 56,466 | ||||||||||||
3,050 | (4) | 21,655 | |||||||||||||
9,934 | (5) | 70,531 | |||||||||||||
— | (11) | — | |||||||||||||
17,305 | (6) | 122,866 | 3,681 | (12) | 26,132 | ||||||||||
14,770 | (7) | 104,867 | 3,241 | (13) | 23,010 | ||||||||||
Mr. Reitz | 5,222 | (8) | 37,076 | — | — | ||||||||||
3,014 | (7) | 21,399 | 723 | (13) | 5,133 | ||||||||||
Ms. Solomon | 8,361 | (9) | 59,363 | ||||||||||||
Mr. Rasor | — | (10) | — | ||||||||||||
| Name | | | Number of Shares Acquired on Vesting (#)(1) | | | Value Realized on Vesting ($) | | ||||||
| Mr. Davis | | | | | 35,860 | | | | | | 373,652 | | |
| Ms. Godoy-Arbelaez | | | | | 11,844 | | | | | | 129,589 | | |
| Mr. Reitz | | | | | 10,473 | | | | | | 114,641 | | |
| Ms. Solomon | | | | | 9,817 | | | | | | 107,720 | | |
Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||
Mr. Barag | 45,379 | 594,638 | ||||||
Mr. Davis | 31,050 | 407,338 | ||||||
Mr. Reitz | 1,740 | 22,342 | ||||||
Ms. Solomon | — | — | ||||||
Mr. Rasor (1) | 109,926 | 1,400,762 |
Plan Category | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a) | ||||
Equity Compensation Plans Approved by Stockholders(2) | 220,122 | (3) | $23.85 | 1,369,291 | |||
Equity Compensation Plans Not Approved by Stockholders | — | — | — | ||||
Total | 1,369,291 |
| Plan Category | | | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(1) | | | (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans Excluding Securities Reflected in Column (a)(2) | | |||||||||
| Equity Compensation Plans Approved by Stockholders(3) | | | | | 529,259(4) | | | | | | N/A | | | | | | 1,970,810 | | |
Equity Compensation Plans Not Approved by Stockholders | | | | | — | | | | | | N/A | | | | | | — | | | |
| | | | 529,259(4) | | | | | | N/A | | | | | | 1,970,810 | | |
| Name | | | Termination for Cause or Resignation without Good Reason ($) | | | Termination without Cause or Resignation for Good Reason not in connection with a Change in Control ($) | | | Death or Disability ($) | | | Termination without Cause or Resignation for Good Reason in connection with a Change in Control ($) | | | Change in Control (without a termination of employment) ($) | | |||||||||||||||
| Mr. Davis | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | | — | | | | | | 1,802,500(1)(3) | | | | | | —(3) | | | | | | 2,703,750(2)(3) | | | | | | — | | |
| Health Benefits | | | | | — | | | | | | 38,453(4) | | | | | | — | | | | | | 38,453(4) | | | | | | — | | |
| Value of Unvested Time-Based Awards(11) | | | | | — | | | | | | 665,810(5) | | | | | | 665,810(5) | | | | | | 665,810(6) | | | | | | 665,810(6) | | |
| Value of Unvested Performance-Based Awards(11) | | | | | — | | | | | | — | | | | | | 174,087(7) | | | | | | 174,087(8) | | | | | | 174,087(8) | | |
| Total | | | | | — | | | | | | 2,506,763 | | | | | | 839,897 | | | | | | 3,582,100 | | | | | | 839,897 | | |
| Ms. Godoy-Arbelaez | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance(9) | | | | | — | | | | | | — | | | | | | — | | | | | | 651,325 | | | | | | — | | |
| Value of Unvested Time-Based Awards(11) | | | | | — | | | | | | — | | | | | | 271,369(10) | | | | | | 271,369(6) | | | | | | 271,369(6) | | |
| Value of Unvested Performance-Based Awards(11) | | | | | — | | | | | | — | | | | | | 53,360(7) | | | | | | 53,360(8) | | | | | | 53,360(8) | | |
| Total | | | | | — | | | | | | — | | | | | | 324,729 | | | | | | 976,054 | | | | | | 324,729 | | |
| Mr. Reitz | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance(9) | | | | | — | | | | | | — | | | | | | — | | | | | | 900,424 | | | | | | — | | |
| Value of Unvested Time-Based Awards(11) | | | | | — | | | | | | — | | | | | | 327,365(10) | | | | | | 327,365(6) | | | | | | 327,365(6) | | |
| Value of Unvested Performance-Based Awards(11) | | | | | — | | | | | | — | | | | | | 110,909(7) | | | | | | 110,909(8) | | | | | | 110,909(8) | | |
| Total | | | | | — | | | | | | — | | | | | | 438,274 | | | | | | 1,338,698 | | | | | | 438,274 | | |
| Ms. Solomon | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance(9) | | | | | — | | | | | | — | | | | | | — | | | | | | 701,656 | | | | | | — | | |
| Value of Unvested Time-Based Awards(11) | | | | | — | | | | | | — | | | | | | 314,849(10) | | | | | | 314,849(6) | | | | | | 314,849(6) | | |
| Value of Unvested Performance-Based Awards(11) | | | | | — | | | | | | — | | | | | | 76,457(7) | | | | | | 76,457(8) | | | | | | 76,457(8) | | |
| Total | | | | | — | | | | | | — | | | | | | 391,306 | | | | | | 1,092,962 | | | | | | 391,306 | | |
Name | Termination for Cause or Resignation without Good Reason ($) | Termination without Cause or Resignation for Good Reason not in connection with a Change in Control ($) | Death or Disability ($) | Termination without Cause or Resignation for Good Reason in connection with a Change in Control ($) | Change in Control (without a termination of employment) ($) | |||||||||||||||
Mr. Barag | ||||||||||||||||||||
Cash Severance | — | 1,061,000 | — | 1,591,500 | — | |||||||||||||||
Health Benefits (1) | — | 19,260 | — | 19,260 | — | |||||||||||||||
Value of Unvested Time-Based Restricted Share Awards (2) | — | 523,973 | 523,973 | 523,973 | 523,973 | |||||||||||||||
Value of Unvested Performance-Based Awards (3)(4)(5) | — | 173,261 | 173,261 | 173,261 | 173, 261 | |||||||||||||||
Total | — | 1,777,494 | 697,234 | 2,307,994 | 697,234 | |||||||||||||||
Mr. Davis | ||||||||||||||||||||
Cash Severance | — | 743,000 | — | 1,114,500 | — | |||||||||||||||
Health Benefits (1) | — | 29,908 | — | 29,908 | — | |||||||||||||||
Value of Unvested Time-Based Restricted Share Awards (2) | — | 319,919 | 319,919 | 319,919 | 319,919 | |||||||||||||||
Value of Unvested Performance-Based Awards (3)(4)(5) | — | 105,608 | 105,608 | 105,608 | 105,608 | |||||||||||||||
Total | — | 1,198,435 | 425,527 | 1,569,935 | 425,527 | |||||||||||||||
Mr. Reitz | ||||||||||||||||||||
Value of Unvested Time-Based Restricted Share Awards (2) | — | 58,476 | 58,476 | 58,476 | 58,476 | |||||||||||||||
Value of Unvested Performance-Based Awards (3)(4)(5) | — | 5,133 | 5,133 | 5,133 | 5,133 | |||||||||||||||
Total | — | 63,609 | 63,609 | 63,609 | 63,609 | |||||||||||||||
Ms. Solomon | ||||||||||||||||||||
Value of Unvested Time-Based Restricted Share Awards (2) | — | 59,363 | 59,363 | 59,363 | 59,363 | |||||||||||||||
Total | — | 59,363 | 59,363 | 59,363 | 59,363 | |||||||||||||||
Mr. Rasor | ||||||||||||||||||||
Value of Unvested Performance-Based Awards (3)(4)(5)(6) | — | — | — | — | — | |||||||||||||||
Total | — | — | — | — | — |
| | Based on this information, for 2021, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was: | | | 9.7 to 1. | | |
| | | | Our board of directors unanimously recommends that stockholders vote “FOR” the approval, on an advisory basis, of our named executive officer compensation, as disclosed in this proxy statement in accordance with the rules of the SEC. | | |
2018 | 2017 | |||||||
Audit fees | $ | 504,500 | $ | 467,600 | ||||
Audit-related fees | 321,702 | 61,725 | ||||||
Tax fees | 128,250 | 62,294 | ||||||
All other fees | — | — | ||||||
Total | $ | 954,452 | $ | 591,619 |
| | | | 2021 | | | 2020 | | ||||||
| Audit fees | | | | $ | 554,500 | | | | | $ | 606,720 | | |
| Audit-related fees | | | | | — | | | | | | — | | |
| Tax fees | | | | $ | 268,711 | | | | | | 254,842 | | |
| All other fees | | | | | — | | | | | | — | | |
| Total | | | | $ | 823,211 | | | | | $ | 861,562 | | |
| | | | Our board of directors unanimously recommends that stockholders vote “FOR” the ratification of the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2022. | | |
| | | | Common Stock | | |||||||||
| Names of Beneficial Owners(1) | | | Shares | | | % | | ||||||
| 5% Stockholders: | | | | | | | | | | | | | |
| Ranger Global Real Estate Advisors, LLC(2) | | | | | 4,673,598 | | | | | | 9.49% | | |
| BlackRock, Inc.(3) | | | | | 4,043,483 | | | | | | 8.21% | | |
| William Blair Investment Management, LLC.(4) | | | | | 2,665,047 | | | | | | 5.41% | | |
| Renaissance Technologies LLC(5) | | | | | 2,590,667 | | | | | | 5.26% | | |
| The Vanguard Group(6) | | | | | 2,482,473 | | | | | | 5.04% | | |
| Directors and Named Executive Officers: | | | | | | | | | | | | | |
| Brian M. Davis(7) | | | | | 264,049 | | | | | | * | | |
| Ursula Godoy-Arbelaez(8) | | | | | 105,881 | | | | | | * | | |
| Todd P. Reitz(9) | | | | | 112,216 | | | | | | * | | |
| Lesley H. Solomon(10) | | | | | 92,367 | | | | | | * | | |
| Tim E. Bentsen(11) | | | | | 1,938 | | | | | | * | | |
| James M. DeCosmo | | | | | 8,091 | | | | | | * | | |
| Paul S. Fisher(12) | | | | | 27,766 | | | | | | * | | |
| Mary E. McBride(13) | | | | | 5,195 | | | | | | * | | |
| Douglas D. Rubenstein | | | | | 43,254 | | | | | | * | | |
| All directors and executive officers as a group (9 persons)(14) | | | | | 660,757 | | | | | | 1.34% | | |
Names of Beneficial Owners(1) | Common Stock | |||||||
Shares | % | |||||||
5% Stockholders: | ||||||||
The Vanguard Group(2) | 4,915,437 | 10.0 | % | |||||
BlackRock, Inc.(3) | 3,927,777 | 8.0 | % | |||||
DePrince, Race and Zollo, Inc.(4) | 3,553,264 | 7.2 | % | |||||
Pictet Asset Management SA(5) | 2,947,832 | 6.0 | % | |||||
Renaissance Technologies LLC (6) | 2,500,632 | 5.1 | % | |||||
Directors and Named Executive Officers: | ||||||||
Jerry Barag | 172,493 | * | ||||||
Brian M. Davis | 102,697 | * | ||||||
Todd P. Reitz | 21,895 | * | ||||||
Lesley H. Solomon | 7,876 | * | ||||||
Paul S. Fisher | 27,766 | * | ||||||
Mary E. McBride | 5,195 | * | ||||||
Donald S. Moss(7) | 57,643 | * | ||||||
Willis J. Potts, Jr.(7) | 31,557 | * | ||||||
Douglas D. Rubenstein | 24,138 | * | ||||||
Henry G. Zigtema(8) | 27,514 | * | ||||||
All directors and executive officers as a group (10 persons)(9) | 478,774 | * | % | |||||
* | Less than 1%. | |||||||
(1) | Except as otherwise indicated below, each beneficial owner has the sole power to vote and dispose of all common stock held by that beneficial owner. Beneficial ownership is determined in accordance with Rule 13d‑3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Common stock issuable pursuant to options, to the extent such options are exercisable within 60 days, are treated as beneficially owned and outstanding for the purpose of computing the percentage ownership of the person holding the option, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. | |||||||
(2) | The amount shown and the following information are derived from a Schedule 13G/A (Amendment No. 1) filed with the SEC on February 11, 2019 in which The Vanguard Group reported that as of December 31, 2018 it had sole voting power over 49,359 shares, shared voting power over 41,647 shares, sole dispositive power over 4,830,835 shares and shared dispositive power over 84,602 shares. The address for The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. | |||||||
(3) | The amount shown and the following information are derived from the Schedule 13G/A (Amendment No. 3) filed with the SEC on February 4, 2019 in which BlackRock, Inc. reported that as of December 31, 2018 it had sole voting power over 3,800,221 shares and sole dispositive power over 3,927,777 shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. | |||||||
(4) | The amount shown and the following information are derived from the Schedule 13G/A (Amendment No. 1) filed with the SEC on January 25, 2019 in which DePrince, Race & Zollo, Inc. reported that as of December 31, 2018 it had sole voting power over 3,051,276 shares and sole dispositive power over 3,553,264 shares. The address for DePrince, Race and Zollo, Inc. is 250 Park Avenue Southsuite 250, Winter Park, FL 32789. | |||||||
(5) | The amount shown and the following information are derived from the Schedule 13G filed with the SEC on February 13, 2019 in which Pictet Asset Management SA reported that as of December 31, 2018 it had sole voting and dispositive power over 2,947,832 shares. The address for Pictet Asset Management SA is 60 Route des Acacias, 1211 Geneva 73, Switzerland. | |||||||
(6) | The amount shown and the following information are derived from the Schedule 13G filed with the SEC on February 12, 2019 in which Renaissance Technologies LLC reported that as of December 31, 2018 it had sole voting and dispositive power over 2,500,632 shares. The address for Renaissance Technologies LLC is 800 Third Avenue, New York, New York 10022. | |||||||
(7) | Includes 419 shares issuable (for each of Messrs. Moss and Potts) upon the exercise of vested options. | |||||||
(8) | Includes 9,000 shares of common stock owned indirectly by Mr. Zigtema and his spouse through IM Ninth Street Securities GP. | |||||||
(9) | The address for our directors and officers is 5 Concourse Parkway, Suite 2650, Atlanta, Georgia 30328. |
Why did you provide this proxy statement to me? We are providing this proxy statement to you because our board of directors is soliciting your proxy to vote your shares at the annual meeting. This proxy statement includes information that we are required to provide to you under SEC rules to assist you in voting. What matters may I vote on at the annual meeting? At the annual meeting, you may vote on the following proposals:
What is a proxy? A proxy is a person who votes the shares of stock of another person. The term “proxy” also refers to the proxy card. When you return the enclosed proxy card, or submit your proxy by phone or online, you are giving your permission to vote your shares of common stock at the annual meeting. The individuals who will be authorized to vote your shares of common stock at the annual meeting are Brian M. Davis, our Chief Executive Officer and President, and Ursula Godoy-Arbelaez, our Chief Financial Officer, Senior Vice President and Treasurer. How will the proxies vote my shares? The proxies will vote your shares of common stock as you instruct unless you return the proxy card and give no instructions. In this case, they will vote in accordance with the recommendations of our board of directors as follows:
With respect to any other proposals to be voted on, Who is entitled to vote? Anyone who owned shares of our common stock at the close of business on April 7, 2022, the record date, is entitled to vote at the annual meeting. When is the annual meeting and where will it be held? The annual meeting will be held on Tuesday, June 14, 2022, at 10:00 a.m., Eastern Time and will be held virtually again this year. Stockholders can access the meeting online at the following link: www.meetnow.global/MDLTVTX. 55 Questions and Answers about the Annual Meeting and Voting Who can attend the annual meeting? You are entitled to attend the annual meeting only if you are a holder of record or a beneficial owner of shares of our common stock as of the record date or if you hold a valid proxy for the annual meeting. To participate in
may submit your vote What if I vote by proxy and then change my mind? You have the right to revoke your proxy at any time before the annual meeting by: 1. notifying our Secretary; 2. attending the annual meeting and voting during the meeting; 3. returning another properly executed proxy card dated after your first proxy card if we receive it before the annual meeting date; or 4. recasting your proxy vote online or by phone. Only the most recent proxy vote will be counted, and all others will be discarded regardless of the method of voting. Will my vote make a difference? Yes. In particular, your vote could affect the composition of our board of directors. More generally, your presence, virtually or by proxy, is needed to ensure that we have a quorum and can act on each of the proposals presented.
56 Questions and Answers about the Annual Meeting and Voting How does the board of directors recommend I vote on the proposals? The board of directors recommends a vote:
| | FOR the approval, on an advisory basis, of the compensation of our named executive officers; and | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3. | | | | | FOR the proposal to ratify the appointment of Deloitte as our independent auditors for the fiscal year ending December 31, 2022. | |
| |
| |
CatchMark Timber Trust, Inc., c/o Computershare Inc., Computershare Fund Services, 1290 Avenue of the Americas, 9th Floor, New York, NY |
10104, | |
| | 866-963-6135 | |
| | | 1-855-862-0044. | |
| | | | Year Ended December 31, | | |||||||||
| | | | 2021 | | | 2020 | | ||||||
| Net Income (Loss) | | | | $ | 58,403 | | | | | $ | (17,538) | | |
| Add: | | | | | | | | | | | | | |
| Depletion | | | | | 23,729 | | | | | | 29,112 | | |
| Interest expense(1) | | | | | 10,232 | | | | | | 12,070 | | |
| Amortization(1) | | | | | 2,622 | | | | | | 3,255 | | |
| Income tax expense (benefit) | | | | | 675 | | | | | | 658 | | |
| Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture(2) | | | | | 126 | | | | | | 151 | | |
| Basis of timberland sold, lease terminations and other(3) | | | | | 9,325 | | | | | | 13,606 | | |
| Stock-based compensation expense | | | | | 2,904 | | | | | | 3,836 | | |
| Gain on large dispositions(4) | | | | | (24,208) | | | | | | (1,274) | | |
| HLBV loss from unconsolidated joint venture(5) | | | | | — | | | | | | 5,000 | | |
| Gain on sale of unconsolidated joint venture interests | | | | | (35,000) | | | | | | — | | |
| Post-employment benefits(6) | | | | | 41 | | | | | | 2,324 | | |
| Other(7) | | | | | 558 | | | | | | 865 | | |
| Adjusted EBITDA | | | | $ | 49,407 | | | | | $ | 52,065 | | |
| | | | Year Ended December 31, | | |||||||||
| | | | 2021 | | | 2020 | | ||||||
| Cash Provided by Operating Activities | | | | $ | 47,169 | | | | | $ | 40,455 | | |
| Capital expenditures (excluding timberland acquisitions) | | | | | (4,908) | | | | | | (5,527) | | |
| Working capital change | | | | | (3,152) | | | | | | 528 | | |
| Distributions from unconsolidated joint ventures | | | | | 157 | | | | | | 455 | | |
| Post-employment benefits | | | | | 41 | | | | | | 2,324 | | |
| Interest paid under swaps with other-than-insignificant financing element | | | | | (5,772) | | | | | | (4,328) | | |
| Other | | | | | 558 | | | | | | 865 | | |
| Cash Available for Distribution | | | | $ | 34,093 | | | | | $ | 34,772 | | |