Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
Approval of 2022 Officer Annual Incentive Plan
The Compensation Committee approved the Company's 2022 Officer Annual Incentive
Plan (the "Annual Incentive Plan"), which provides for a one-year performance
period that began on
Additional terms of the Annual Incentive Plan are as follows:
•To ensure that any awards payable under the Annual Incentive Plan can be funded by the Company's earnings, no awards will be made unless the Company achieves a threshold Incentive Earnings Per Share target.
•"Incentive Earnings Per Share" equals Company's diluted earnings per share for
the fiscal year ending
•Awards are payable at threshold, target and maximum levels based upon a
percentage of the named executive officers' respective
•The overall award pool will be determined based on the Company's actual Incentive Earnings Per Share during 2022. As noted above, if the Company does not achieve at least a threshold level of Incentive Earnings Per Share as specified in the Annual Incentive Plan, no awards will be paid to the named executive officers regardless of the Company's achievement levels with respect to the other goals specified pursuant to the Annual Incentive Plan. This award pool (if any) will be allocated to individual named executive officers in accordance with the provisions of the Annual Incentive Plan (each named executive officer's allocated amount of the award pool being his or her "Allocated Pool Amount").
•The Compensation Committee will determine individual awards (if any) (each named executive officer's individual award being his or her "Individual Award Amount") based on achievement levels with respect to the corporate goals specified in the Annual Incentive Plan.
•Each named executive officer will receive the lesser of his or her (i) Allocated Pool Amount or (ii) Individual Award Amount.
•The Annual Incentive Plan provides for the payment of partial or pro rata awards in certain events involving the hiring, departure, promotion, demotion or transfer of officers eligible to participate in the Annual Incentive Plan. In the event that the plan is modified (to reduce awards) following a change in control with respect to the Company, a minimum award is provided in certain instances.
Approval of 2022 Long-Term Incentive Plan
The Board approved the Company's 2022 Long-Term Incentive Plan (the "LTIP"),
which provides for a three-year performance period that began on
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Company's Chairman, President and Chief Executive Officer).
The total award opportunities available to the named executive officers under the LTIP are allocated as follows:
•70% are allocated to performance share awards, which will be granted based on the Company's level of attainment of an Earnings Growth Goal and a funds from operations ("FFO")/Debt Ratio Goal over the LTIP Performance Period; and
•30% are allocated to time-vested restricted stock rights awards, which will be
granted depending on the named executive officer's position, as well as the
discretion of the Compensation Committee, following the end of the LTIP
Performance Period, subject to the named executive officer's continuing
employment on the date the time-vested restricted stock rights awards are
granted. If granted, the time-vested stock rights would vest in the following
manner: (i) 33% on
Each named executive officer's performance share award opportunity (at
threshold, target and maximum levels) is based on his or her
Award opportunities for the time-vested restricted stock rights component of the
LTIP are 87% of base salary for the Chairman, President and Chief Executive
Officer, 45% of base salary for the Executive Vice President and Senior Vice
President and Chief Financial Officer (determined as of
The LTIP provides for the payment of full or pro rata performance share awards and time-vested restricted stock rights in certain events involving the hiring, departure, promotion, demotion or transfer of officers eligible to participate in the LTIP. The LTIP provides for pro-rata vesting of performance share awards if any named executive officer is disabled, or has a separation from service due to death, impaction, or retirement, and full vesting of performance share awards if any named executive officer has a separation from service due to a qualifying change in control termination. Further, the LTIP provides for full vesting of time-vested restricted stock rights if any named executive officer has a separation from service due to death, disability, retirement, impaction, or a qualifying change in control termination.
As noted above, the Company's level of attainment (threshold, target or maximum) of each of the Earnings Growth Goal and the FFO/Debt Ratio Goal over the LTIP Performance Period will determine each named executive officer's actual performance share award. The Earnings Growth and the FFO/Debt Ratio Goals are defined and calculated in accordance with the 2022 LTIP and are substantially similar to the goals under the 2021 and prior long-term incentive plan awards. Unlike prior long-term incentive plan awards, the performance share awards under the LTIP do not involve a Relative TSR Goal.
Note Regarding Non-GAAP Financial Measures
Certain performance measures described above (including Incentive EPS under the
Annual Incentive Plan and FFO/Debt and Earnings Per Share under the LTIP) are
not financial measures determined under
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