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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
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þ
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
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Vector Group Ltd.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1
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Title of each class of securities to which transaction applies:
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(2
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Aggregate number of securities to which transaction applies:
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(3
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4
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Proposed maximum aggregate value of transaction:
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(5
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1
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Amount Previously Paid:
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(2
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Form, Schedule or Registration Statement No.:
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(3
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Filing Party:
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(4
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Date Filed:
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By Order of the Board of Directors,
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H
OWARD
M. L
ORBER
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President and Chief Executive Officer
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IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
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•
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each person known to the Company to own beneficially more than five percent of the Common Stock;
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•
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each of the Company’s directors and nominees;
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•
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each of the Company’s named executive officers shown in the Summary Compensation Table below; and
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•
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all directors and executive officers as a group.
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Name and Address of
Beneficial Owner
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Number of
Shares
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Percent of
Class
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||
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|||||
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Dr. Phillip Frost (1)
4400 Biscayne Boulevard
Miami, FL 33137
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19,536,686
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13.9
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%
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The Vanguard Group, Inc. (2)
100 Vanguard Blvd.
Malvern, PA 19355
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10,848,157
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7.7
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%
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BlackRock, Inc. (3)
55 East 52nd Street
New York, NY 10055
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10,688,472
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7.6
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%
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Renaissance Technologies LLC (4)
800 Third Avenue
New York, NY 10022
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9,767,227
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6.9
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%
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Howard M. Lorber (5) (7) (8)
4400 Biscayne Boulevard
Miami, FL 33137
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7,388,210
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5.1
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%
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Bennett S. LeBow (6) (7)
667 Madison Avenue
New York, NY 10065
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7,274,567
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5.2
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%
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Stanley S. Arkin (7)
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34,350
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(*)
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Henry C. Beinstein (7) (9)
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126,527
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(*)
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Paul V. Carlucci (7)
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3,499
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(*)
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Jean E. Sharpe (7) (10)
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132,226
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(*)
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Barry Watkins (7)
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3,499
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(*)
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Richard J. Lampen (8) (11) (12)
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788,665
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(*)
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J. Bryant Kirkland III (8) (13)
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445,676
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(*)
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Marc N. Bell (8) (14)
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351,421
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(*)
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Ronald J. Bernstein (7) (15)
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94,273
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(*)
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All directors and executive officers as a group (11 persons)
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16,642,913
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11.5
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%
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(1)
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Based upon Schedule 13-D/A filed by Dr. Frost with the Securities and Exchange Commission (“SEC”) on February 14, 2019, which reports ownership of
15,992,142
shares of Common Stock owned by Frost Gamma Investments Trust (“Frost Gamma Trust”), a trust organized under Florida law and
3,528,260
shares held by Frost Nevada Investments Trust (“Frost Nevada Trust”), a trust organized under Florida law. Dr. Frost is the sole trustee of Frost Gamma Trust and Frost Nevada Trust. As the sole trustee, Dr. Frost may be deemed the beneficial owner of all shares owned by Frost Gamma Trust and Frost Nevada Trust, by virtue of his shared power to vote or direct the vote of such shares or to dispose or direct the disposition of such shares owned by these trusts. Frost Gamma Limited Partnership (“Frost Gamma LP”) is the sole and exclusive beneficiary of Frost Gamma Trust. Dr. Frost is one of two limited partners of Frost Gamma LP. The general partner of Frost Gamma LP is Frost Gamma, Inc. The sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Frost-Nevada Limited Partnership (“Frost Nevada LP”) is the sole and exclusive beneficiary of the Frost Nevada Trust. Dr. Frost is one of five limited partners of Frost-Nevada LP. The general partner of Frost Nevada LP is Frost-Nevada Corporation. Dr. Frost is the sole shareholder of Frost-Nevada Corporation. Includes
16,284
shares owned by Dr. Frost’s spouse, as to which shares Dr. Frost disclaims beneficial ownership.
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(2)
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Based on Schedule 13-G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 11, 2019. Includes 141,647 shares, where Vanguard has sole voting and dispositive power, owned by Fiduciary Trust Company, a wholly-owned subsidiary of Vanguard, and 17,841 shares, where Vanguard has sole voting power, owned by Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of Vanguard.
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(3)
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Based on Schedule 13-G filed by BlackRock, Inc. with the SEC on February 11, 2019.
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(4)
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Based on Schedule 13-G/A filed by Renaissance Technologies LLC and Renaissance Technologies Holding Corporation with the SEC on February 13, 2019.
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(5)
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Includes
1,759,317
shares of Common Stock held directly by Mr. Lorber,
2,503,845
shares held by Lorber Alpha II Limited Partnership, a Nevada limited partnership and
19
shares in an Individual Retirement Account. Mr. Lorber's beneficial ownership also includes
3,125,029
shares of Common Stock that may be acquired by him within 60 days upon exercise of options. Mr. Lorber exercises sole voting power and sole dispositive power over the shares of Common Stock held by the partnerships and by himself. Lorber Alpha II, LLC, a Delaware limited liability company, is the general partner of Lorber Alpha II Limited Partnership. Mr. Lorber is the managing member of Lorber Alpha II, LLC. Mr. Lorber disclaims beneficial ownership of
11,907
shares of Common Stock held by Lorber Charitable Fund, which are not included. Lorber Charitable Fund is a New York not-for-profit corporation, of which family members of Mr. Lorber serve as directors and executive officers.
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(6)
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Includes
1,195,306
shares held directly by Mr. LeBow,
5,420,271
shares of Common Stock held by LeBow Gamma Limited Partnership, a Delaware limited partnership,
193,595
shares of Common Stock held by LeBow Epsilon 2001 Limited Partnership, a Delaware limited partnership, and
465,395
shares of Common Stock held by LeBow Alpha LLLP, a Delaware limited liability limited partnership. There are
995,516
common shares and
195,932
common shares held by Mr. LeBow in two separate accounts that are pledged to collateralize two separate margin loans. LeBow 2011 Management Trust is the managing member of LeBow Holdings LLC, a Delaware limited liability company, which is the sole stockholder of LeBow Gamma, Inc., a Nevada corporation, which is the general partner of LeBow Gamma Limited Partnership. LeBow Holdings LLC is the general partner of LeBow Alpha LLLP, which is the controlling member of LeBow Epsilon 2001 LLC, which is the general partner of LeBow Epsilon 2001 Limited Partnership. Mr. LeBow is trustee of LeBow 2011 Management Trust, a director and officer of LeBow Gamma, Inc. and a manager of LeBow Epsilon 2001 LLC.
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(7)
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The named individual is a director of the Company.
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(8)
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The named individual is an executive officer of the Company.
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(9)
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Includes 837 shares beneficially owned by Mr. Beinstein’s spouse, as to which shares Mr. Beinstein disclaims beneficial ownership.
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(12)
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Includes 571,453 shares issuable upon exercise of outstanding options to purchase Common Stock exercisable within 60 days of the record date.
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(13)
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Includes 318,049 shares issuable upon exercise of outstanding options to purchase Common Stock exercisable within 60 days of record date.
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(14)
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Includes 284,546 shares issuable upon exercise of outstanding options to purchase Common Stock exercisable within 60 days of record date.
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(15)
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The named individual is an executive officer of the Company’s subsidiaries Liggett Vector Brands LLC and Liggett Group LLC.
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Name and Address
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Age
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Principal Occupation
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Bennett S. LeBow
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81
|
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Chairman of the Board; Private Investor
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Howard M. Lorber
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70
|
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President and Chief Executive Officer
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Ronald J. Bernstein
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65
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President and Chief Executive Officer,
Liggett Group LLC and Liggett Vector Brands LLC
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Stanley S. Arkin
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81
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Founding and Senior Partner,
Arkin Solbakken LLP and
Chairman of The Arkin Group LLC
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Henry C. Beinstein
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76
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Partner, Gagnon Securities LLC
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Paul V. Carlucci
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71
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Private Investor
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Jean E. Sharpe
|
72
|
|
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Private Investor
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Barry Watkins
|
54
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CEO of Clairvoyant Media Strategies and Senior Advisor, Madison Square Garden Company
|
•
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personal qualities and characteristics, accomplishments and reputation in the business community;
|
•
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current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business;
|
•
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ability and willingness to commit adequate time to board and committee matters;
|
•
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the fit of the individual’s skills and personality with those of other directors and potential directors in building a board that is effective, collegial and responsive to the needs of the Company; and
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•
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diversity of viewpoints, background, experience and other demographics.
|
•
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to base a meaningful portion of management’s pay on achievement of the Company’s annual and long-term goals to ensure alignment of pay and performance;
|
•
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to provide long and short-term incentives intended to enhance stockholder value;
|
•
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to provide competitive levels of compensation;
|
•
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to recognize individual initiative and achievement; and
|
•
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to assist the Company in attracting talented executives to a challenging and demanding environment, and retain them for the benefit of the Company and its subsidiaries.
|
•
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percentages of the target cash incentive opportunity based on Liggett Adjusted EBIT were $236,250,000 (50%), $246,250,000 (100%), and $251,250,000 and above (125%); the actual Liggett Adjusted EBIT for
2018
were
$256,659,000
;
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•
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percentages of the target cash incentive opportunity based on cash dividends per share of the Company were $1.40 (50%), $1.60 (100%), and $1.80 and above (125%); the actual cash dividends paid in
2018
were $1.60 per share; and,
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•
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percentages of the target cash incentive opportunity based on Douglas Elliman Adjusted EBITA were $32,500,000 (50%), $42,500,000 (100%), and $47,500,000 and above (125%); the actual Douglas Elliman Adjusted EBITA for
2018
were
$39,016,000
.
|
•
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percentages of target cash incentive opportunity based on Liggett Adjusted EBIT were $246,250,000 (50%) and $251,250,000 and above (100%); the actual Liggett Adjusted EBIT for
2018
were
$256,659,000
; and,
|
•
|
percentages of target cash incentive opportunity on Liggett Volume of 8.25 billion units (50%) and 8.75 billion units (100%); the actual Liggett Volume for
2018
was 9.326 billion units.
|
Title
|
|
Value of Shares Owned
|
||
|
|
|
|
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Chief Executive Officer
|
|
3.0
|
X
|
Base Salary
|
Executive Vice Presidents
|
|
1.5
|
X
|
Base Salary
|
Other named executive officers
|
|
1.0
|
X
|
Base Salary
|
Non-employee directors
|
|
2.0
|
X
|
Annual Retainer
|
|
THE COMPENSATION COMMITTEE
|
|
|
|
Stanley S. Arkin, Chairman
|
|
Jean E. Sharpe
|
|
Paul V. Carlucci
|
|
|
Salary
|
Bonus
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive Plan
Compensation
|
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
All Other
Compensation
|
|
Total
|
||||||||||||||||
Name and Principal Position
|
Year
|
($)(1)
|
($) (2)
|
($) (3)
|
|
($) (3)
|
|
($)(4)
|
($)(5)
|
($)
|
|
($)
|
||||||||||||||||
Howard M. Lorber
|
2018
|
$
|
3,248,391
|
|
—
|
|
—
|
|
|
$
|
1,154,795
|
|
|
$
|
3,411,460
|
|
$
|
22,839
|
|
$
|
604,142
|
|
(6)
|
$
|
8,441,627
|
|
||
President and Chief
|
2017
|
$
|
3,198,494
|
|
—
|
|
—
|
|
|
$
|
1,348,296
|
|
|
$
|
3,571,278
|
|
$
|
2,044,565
|
|
$
|
471,299
|
|
|
$
|
10,633,932
|
|
||
Executive Officer
|
2016
|
$
|
3,132,401
|
|
—
|
|
—
|
|
|
$
|
1,272,384
|
|
|
$
|
3,457,562
|
|
$
|
2,826,334
|
|
$
|
370,426
|
|
|
$
|
11,059,107
|
|
||
Richard J. Lampen
|
2018
|
$
|
900,000
|
|
—
|
|
—
|
|
|
$
|
288,699
|
|
|
$
|
472,590
|
|
$
|
2,702
|
|
$
|
8,250
|
|
(7)
|
$
|
1,672,241
|
|
||
Executive Vice
|
2017
|
$
|
900,000
|
|
—
|
|
—
|
|
|
$
|
337,074
|
|
|
$
|
502,448
|
|
$
|
241,836
|
|
$
|
8,100
|
|
|
$
|
1,989,458
|
|
||
President
|
2016
|
$
|
900,000
|
|
—
|
|
—
|
|
|
$
|
318,096
|
|
|
$
|
496,713
|
|
$
|
334,305
|
|
$
|
7,950
|
|
|
$
|
2,057,064
|
|
||
J. Bryant Kirkland III
|
2018
|
$
|
500,000
|
|
—
|
|
—
|
|
|
$
|
284,276
|
|
|
$
|
175,016
|
|
$
|
51,676
|
|
$
|
8,250
|
|
(7)
|
$
|
1,019,218
|
|
||
Senior Vice President,
|
2017
|
$
|
500,000
|
|
—
|
|
—
|
|
|
$
|
306,343
|
|
|
$
|
186,073
|
|
$
|
187,347
|
|
$
|
8,100
|
|
|
$
|
1,187,863
|
|
||
Chief Financial Officer and Treasurer
|
2016
|
$
|
500,000
|
|
—
|
|
—
|
|
|
$
|
258,186
|
|
|
$
|
183,949
|
|
$
|
145,729
|
|
$
|
7,950
|
|
|
$
|
1,095,814
|
|
||
Marc N. Bell
|
2018
|
$
|
425,000
|
|
—
|
|
$
|
480,750
|
|
|
$
|
284,276
|
|
|
$
|
111,584
|
|
$
|
94,822
|
|
$
|
8,250
|
|
(7)
|
$
|
1,404,682
|
|
|
Senior Vice President,
|
2017
|
$
|
425,000
|
|
—
|
|
—
|
|
|
$
|
306,343
|
|
|
$
|
118,633
|
|
$
|
343,770
|
|
$
|
8,100
|
|
|
$
|
1,201,846
|
|
||
General Counsel and Secretary
|
2016
|
$
|
425,000
|
|
$
|
250,000
|
|
—
|
|
|
$
|
258,186
|
|
|
$
|
117,279
|
|
$
|
267,403
|
|
$
|
7,950
|
|
|
$
|
1,325,818
|
|
|
Ronald J. Bernstein
|
2018
|
$
|
1,000,000
|
|
—
|
|
—
|
|
|
—
|
|
|
$
|
1,000,000
|
|
$
|
168,968
|
|
$
|
8,250
|
|
(7)
|
$
|
2,177,218
|
|
|||
President and Chief
|
2017
|
$
|
1,000,000
|
|
—
|
|
—
|
|
|
—
|
|
|
$
|
1,000,000
|
|
$
|
280,744
|
|
$
|
8,100
|
|
|
$
|
2,288,844
|
|
|||
Executive Officer of Liggett Vector Brands and Liggett
|
2016
|
$
|
1,000,000
|
|
—
|
|
—
|
|
|
—
|
|
|
$
|
1,000,000
|
|
$
|
261,187
|
|
$
|
7,950
|
|
|
$
|
2,269,137
|
|
(1)
|
Reflects actual base salary amounts paid for
2018
,
2017
and
2016
.
|
(2)
|
Mr. Bell’s bonus for 2016 related to his management of the Company's litigation matters.
|
(3)
|
Represents the aggregate grant date fair value of stock or stock options granted under the 2014 Plan, respectively, during the years ended December 31,
2018
,
2017
and
2016
as determined in accordance with FASB ASC Topic 718, rather than an amount paid to or realized by the named executive officer. Assumptions used in the calculation of such amount are included in note 14 to the Company’s audited financial statements for the year ended
December 31, 2018
included in its Annual Report on Form 10-K filed with the SEC on
March 1, 2019
. These grants are subject to continued service conditions and may be subject to performance conditions; consequently, FASB ASC Topic 718 amounts included in the table may never be realized by the named executive officer.
|
(4)
|
These amounts reflect performance-based cash awards under the 2014 Plan paid during
2019
,
2018
and
2017
in respect of service performed in
2018
,
2017
and
2016
, respectively. This plan is discussed in further detail under the heading “Annual Incentive Bonus Awards.”
|
(5)
|
Amounts reported represent the increase in the actuarial present value of benefits associated with the Company’s pension plans. Assumptions for
2018
amounts are further described in “Pension Benefits at
2018
Fiscal Year End.” The amounts reflect the increase in actuarial present value for the named executive officer’s benefits under the Supplemental Retirement Plan determined using interest rate, retirement date and mortality rate assumptions consistent with those used in the Company’s financial statements. No amount is payable from this plan before a participant attains age 60 during active service except in the case of death, disability or termination without cause. For Mr. Bernstein, the reported amount also includes a change of negative $4,722 in
2018
in connection with Liggett Group Inc. Retirement Plan for Salaried Non-Bargaining Unit Employees. There can be no assurance that the amounts shown will ever be realized by the named executive officers.
|
(6)
|
Represents perquisites consisting of $505,892 for personal use of corporate aircraft in
2018
and a
$90,000
allowance paid for lodging and related business expenses in
2018
. Also includes $8,250 for 401(k) Plan matching contributions in
2018
. For purposes of determining the value of corporate aircraft use, the personal use is calculated based on the aggregate incremental cost to the Company. For flights on corporate aircraft, aggregate incremental cost for purposes of this table is calculated based on a cost-per-flight-mile charge developed from internal Company data. The charge reflects the direct
|
(7)
|
Represents 401(k) plan matching contributions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Stock Awards: Number of Shares of Stock (#)
|
|
All Other Option Awards: Number of Shares of Securities Underlying Options (#)
|
|
Exercise or Base Price of Option Awards ($) (3)
|
|
Grant Date Fair Value of Stock and Option Awards ($) (4)
|
||||||||||
|
|
|
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts
Under Equity Incentive Plan Awards
|
|
|
|
|
||||||||||||||||||||||
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Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
|
|
||||||||||||||
Name
|
Grant Date
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
(#) (2)
|
|
(#)
|
|
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|
|
||||||||||
Howard M. Lorber
|
2/27/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
262,500
|
|
|
$
|
19.34
|
|
|
$
|
1,154,795
|
|
||
|
2/27/2018
|
|
—
|
|
|
$
|
3,248,391
|
|
|
$
|
4,060,489
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Richard J. Lampen
|
2/27/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
65,625
|
|
|
$
|
19.34
|
|
|
$
|
288,699
|
|
||
|
2/27/2018
|
|
—
|
|
|
$
|
450,000
|
|
|
$
|
562,500
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
||
J. Bryant Kirkland III
|
2/27/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
39,375
|
|
|
$
|
19.34
|
|
|
$
|
284,276
|
|
||
|
2/27/2018
|
|
—
|
|
|
$
|
166,650
|
|
|
$
|
208,313
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Marc N. Bell
|
2/27/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
39,375
|
|
|
$
|
19.34
|
|
|
$
|
284,276
|
|
||
|
2/27/2018
|
|
—
|
|
|
$
|
106,250
|
|
|
$
|
132,813
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
5/29/2018
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
26,250
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ronald J. Bernstein
|
2/27/2018
|
|
—
|
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents the awards made under the 2014 Plan on February 27, 2018. In 2018, target levels were equal to
100%
of base salary for Messrs. Lorber and Bernstein,
50%
of base salary for Mr. Lampen,
33.33%
of base salary for Mr. Kirkland and
25%
for Mr. Bell. The maximum amount is
125%
of the target amount for Messrs. Lorber, Lampen, Kirkland and Bell and
100%
of the target amount for Mr. Bernstein. There is no minimum or threshold amount. The Subcommittee approved the performance criteria for determining the award opportunities for each named executive officer under the 2014 Plan. The actual bonus amounts earned for
2018
have been determined and paid in
2019
and are reflected in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.
|
(2)
|
Represents a grant of restricted stock to Mr. Bell. On May 29, 2019, one half of the shares will vest with the remaining shares vesting on May 29, 2020.
|
(3)
|
Represents the closing market price of the Company's Common Stock under which the options were granted on February 27, 2018.
|
(4)
|
Represents the aggregate grant date fair value of stock options granted under the 2014 Plan for the year ended
December 31, 2018
as determined in accordance with FASB ASC Topic 718, rather than an amount paid to or realized by the named executive officer. Assumptions used in the calculation of such amount are included in note 14 to the Company’s consolidated financial statements for the year ended
December 31, 2018
included in its Annual Report on Form 10-K filed with the SEC on
March 1, 2019
. These grants are subject to continued service conditions and their value is tied to dividends on the the Company's stock and an increase in the Company's stock price; consequently, FASB ASC Topic 718 amounts included in the table may never be realized by the named executive officer.
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||
|
Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options
(#) Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options (#)
|
|
Option
Exercise Price ($)
|
|
Option
Expiration Date
|
|
Number of
Shares or
Units of
Stock That
Have Not Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not Vested ($)
|
|
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 ($)
|
|||||||
Name
|
|
|
|
|
|
|
|
|
||||||||||||||||
Howard M. Lorber
|
1,241,060
|
|
|
—
|
|
|
—
|
|
|
$9.10
|
|
|
12/3/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
590,979
|
|
|
—
|
|
|
—
|
|
|
$11.69
|
|
|
1/14/2021
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
670,045
|
|
|
—
|
|
|
—
|
|
|
$12.04
|
|
|
2/26/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
319,069
|
|
|
—
|
|
|
—
|
|
|
$15.41
|
|
|
2/26/2024
|
|
546,978
|
|
(5)
|
$
|
5,322,096
|
|
|
—
|
|
—
|
|
—
|
|
|
303,876
|
|
(1)
|
—
|
|
|
$19.02
|
|
|
2/24/2025
|
|
793,803
|
|
(6)
|
$
|
7,723,703
|
|
|
—
|
|
—
|
|
—
|
|
|
289,406
|
|
(2)
|
—
|
|
|
$20.08
|
|
|
2/29/2026
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
275,625
|
|
(3)
|
—
|
|
|
$20.69
|
|
|
2/23/2027
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
262,500
|
|
(4)
|
—
|
|
|
$19.34
|
|
|
2/27/2028
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Richard J. Lampen
|
248,210
|
|
|
—
|
|
|
—
|
|
|
$9.10
|
|
|
12/3/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
167,509
|
|
|
—
|
|
|
—
|
|
|
$12.04
|
|
|
2/26/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
79,766
|
|
|
—
|
|
|
—
|
|
|
$15.41
|
|
|
2/26/2024
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
75,968
|
|
(1)
|
—
|
|
|
$19.02
|
|
|
2/24/2025
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
72,351
|
|
(2)
|
—
|
|
|
$20.08
|
|
|
2/29/2026
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
68,906
|
|
(3)
|
—
|
|
|
$20.69
|
|
|
2/23/2027
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
65,625
|
|
(4)
|
—
|
|
|
$19.34
|
|
|
2/27/2028
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
J. Bryant Kirkland III
|
124,104
|
|
|
—
|
|
|
—
|
|
|
$9.10
|
|
|
12/3/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
100,506
|
|
|
—
|
|
|
—
|
|
|
$12.04
|
|
|
2/26/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
47,859
|
|
|
—
|
|
|
—
|
|
|
$15.41
|
|
|
2/26/2024
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
45,580
|
|
(1)
|
—
|
|
|
$19.02
|
|
|
2/24/2025
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
43,410
|
|
(2)
|
—
|
|
|
$20.08
|
|
|
2/29/2026
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
41,343
|
|
(3)
|
—
|
|
|
$20.69
|
|
|
2/23/2027
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
39,375
|
|
(4)
|
—
|
|
|
$19.34
|
|
|
2/27/2028
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
Marc N. Bell
|
124,104
|
|
|
—
|
|
|
—
|
|
|
$9.10
|
|
|
12/3/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
67,003
|
|
|
—
|
|
|
—
|
|
|
$12.04
|
|
|
2/26/2023
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
47,859
|
|
|
—
|
|
|
—
|
|
|
$15.41
|
|
|
2/26/2024
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
45,580
|
|
(1)
|
—
|
|
|
$19.02
|
|
|
2/24/2025
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
43,410
|
|
(2)
|
—
|
|
|
$20.08
|
|
|
2/29/2026
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
41,343
|
|
(3)
|
—
|
|
|
$20.69
|
|
|
2/23/2027
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
39,375
|
|
(4)
|
—
|
|
|
$19.34
|
|
|
2/27/2028
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
5/29/2028
|
|
26,250
|
|
(7)
|
$
|
255,413
|
|
|
—
|
|
—
|
|
Ronald J. Bernstein
|
—
|
|
|
—
|
|
|
—
|
|
—
|
|
|
10/28/2023
|
|
35,095
|
|
(8)
|
$
|
341,474
|
|
|
—
|
|
—
|
(1)
|
These option grants vested on February 24, 2019, the fourth anniversary of the grant date.
|
(2)
|
These option grants vest on February 29, 2020, the fourth anniversary of the grant date.
|
(3)
|
These option grants vest on February 23, 2021, the fourth anniversary of the grant date.
|
(4)
|
These option grants vest on February 27, 2022, the fourth anniversary of the grant date.
|
(5)
|
182,326 shares of this restricted stock award vested on each of August 15, 2015, July 1, 2016, July 1, 2017 and July 1, 2018. The remaining 546,978 unvested shares will vest, subject to Mr. Lorber's continued service to the Company through the applicable vesting date, using the following schedule: 182,325 shares will vest on July 1, 2019 if cumulative Vector Group Ltd. Adjusted EBITDA from July 1, 2014 to December 31, 2018 exceeded $787.5 million, 364,652 shares minus shares previously vested will vest on July 1, 2020 if cumulative Vector Group Ltd. Adjusted EBITDA from July 1, 2014 to December 31, 2019 exceeds $962.5 million, 546,978 shares minus shares previously vested will vest on July 1, 2021 if cumulative Vector Group Ltd. Adjusted EBITDA from July 1, 2014 to December 31, 2020 exceeds $1.138 billion. “Vector Group Ltd. Adjusted EBITDA” is defined in the Award Agreement to mean the Company’s Earnings Before Interest, Income Taxes, Depreciation and Amortization excluding litigation or claim judgments or settlements and non-operating items and expenses for restructuring, productivity initiatives and new business initiatives.
|
(6)
|
198,450 shares of this restricted stock award vested on each of November 15, 2016, July 1, 2017 and July 1, 2018. The remaining 793,803 unvested shares will vest, subject to Mr. Lorber's continued service to the Company through the applicable vesting date, using the following schedule: 198,449 shares will vest on July 1, 2019 because cumulative Vector Group Ltd. Adjusted EBITDA from October 1, 2015 to December 31, 2018 exceeded $568.75 million, 396,899 shares minus shares previously vested will vest on July 1, 2020 if cumulative Vector Group Ltd. Adjusted EBITDA from October 1, 2015 to December 31, 2019 exceeds $743.75 million, 595,349 shares minus shares previously vested will vest on July 1, 2021 if cumulative Vector Group Ltd. Adjusted EBITDA from October 1, 2015 to December 31, 2020 exceeds $918.75 million, and 793,803 shares minus shares previously vested will vest on July 1, 2022 if cumulative Vector Group Ltd. Adjusted EBITDA from October 1, 2015 to December 31, 2021 exceeds $1.09375 billion. “Vector Group Ltd. Adjusted EBITDA” is defined in the Award Agreement to mean the Company’s Earnings Before Interest, Income Taxes, Depreciation and Amortization excluding litigation or claim judgments or settlements and non-operating items and expenses for restructuring, productivity initiatives and new business initiatives.
|
(7)
|
On May 29, 2019, one half of the shares will vest with the remaining one half of the shares vesting on May 29, 2020.
|
(8)
|
This restricted stock award vested on March 15, 2019 because Mr. Bernstein was employed by the Company on such date and Liggett's adjusted EBIT for the five years ended December 31, 2018 was more than $1.15 billion.
|
|
|
Option Awards
|
|
Stock Awards
|
|||||||||
Name
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
Value
Realized on
Exercise ($)
|
|
Number of
Shares Acquired
on Vesting
|
|
Value Realized
on Vesting ($)
|
|||||
|
|
|
|||||||||||
Howard M. Lorber
|
|
—
|
|
|
—
|
|
|
380,776
|
|
|
$
|
8,680,869
|
|
Richard J. Lampen
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
J. Bryant Kirkland III
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Marc N. Bell
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Ronald J. Bernstein
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
Number of
Years of
Credited
|
|
Present Value of
Accumulated
|
|
Payments During
|
||
Name
|
|
Plan Name
|
|
Service (#)(1)
|
|
Benefit ($)(2),(3)
|
|
Last Fiscal Year ($)
|
||
Howard M. Lorber
|
|
Supplemental
|
|
11
|
|
$
|
37,779,986
|
|
|
$0
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
Richard J. Lampen
|
|
Supplemental
|
|
10
|
|
$
|
4,468,706
|
|
|
$0
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
J. Bryant Kirkland III
|
|
Supplemental
|
|
15
|
|
$
|
1,187,423
|
|
|
$0
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
Marc N. Bell
|
|
Supplemental
|
|
15
|
|
$
|
2,178,845
|
|
|
$0
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
Ronald J. Bernstein
|
|
Supplemental
|
|
12
|
|
$
|
6,843,640
|
|
|
$0
|
|
|
Retirement Plan
|
|
|
|
|
|
|
|
|
|
|
Qualified Plan
|
|
2
|
|
$
|
58,912
|
|
|
$0
|
(1)
|
Equals number of years of credited service as of
December 31, 2018
. Credited service under the Supplemental Retirement Plan is based on a named executive officer’s period of full time continuous covered employment after commencing participation in the Supplemental Retirement Plan. Credited service under the Qualified Plan is based on service prior to January 1, 1994 when the Qualified Plan was frozen.
|
(2)
|
Represents actuarial present value in accordance with the same assumptions outlined in note 12 to the Company’s audited financial statements for the year ended
December 31, 2018
included in its Annual Report on Form 10-K filed with the SEC on
March 1, 2019
.
|
(3)
|
Includes amounts which the named executive officer is not currently entitled to receive because such amounts are not vested.
|
|
|
Hypothetical
|
|
Normal
|
|
Lump-Sum
|
||||
Name
|
|
Single Life Annuity
|
|
Retirement Date
|
|
Equivalent
|
||||
Howard M. Lorber
|
|
$
|
1,051,875
|
|
|
January 1, 2010
|
|
$
|
10,855,666
|
|
|
|
$
|
735,682
|
|
|
January 1, 2013
|
|
$
|
7,121,988
|
|
Richard J. Lampen
|
|
$
|
250,000
|
|
|
January 1, 2014
|
|
$
|
2,625,275
|
|
J. Bryant Kirkland III
|
|
$
|
202,500
|
|
|
January 1, 2026
|
|
$
|
2,126,473
|
|
Marc N. Bell
|
|
$
|
200,000
|
|
|
January 1, 2021
|
|
$
|
2,100,220
|
|
Ronald J. Bernstein
|
|
$
|
438,750
|
|
|
January 1, 2014
|
|
$
|
4,607,358
|
|
•
|
unpaid base salary through the date of termination;
|
•
|
any accrued and unused vacation pay;
|
•
|
any unpaid award under the 2014 Plan or bonus under the 2014 Plan with respect to a completed performance period;
|
•
|
all accrued and vested benefits under the Company’s compensation and benefit programs, including the pension plan and the Supplemental Retirement Plan; and
|
•
|
with respect solely to Mr. Lorber, payment by the Company of a tax gross-up for any excise taxes and related income taxes on gross-ups for benefits received upon termination of employment in connection with a change in control.
|
•
|
payments for 36 months for Mr. Lorber or 24 months for the other named executive officers (the “Severance Period”) equal to 100% of the executive’s then-current base salary and (except for Mr. Bernstein) the most recent bonus paid to the executive (up to the amount of the executive’s target bonus);
|
•
|
continued participation, at the Company’s expense, during the Severance Period in all employee welfare and health benefit plans, including life insurance, health, medical, dental and disability plans which cover the executive and the executive’s eligible dependents (or, if such plans do not permit the executive and his eligible dependents to participate after his termination, the Company is required to pay an amount each quarter (not to exceed $35,000 per year in the case of Messrs. Lampen, Kirkland and Bell) to keep them in the same economic position on an after-tax basis as if they had continued in such plans);
|
•
|
with respect solely to Mr. Bernstein, a pro rata amount of any bonus award under the 2014 Plan for which the performance period has not been completed based upon 100% of the target bonus amount for such period to the extent that Mr. Bernstein is terminated on or after July 1 of the applicable year and bonuses are otherwise paid to the management of Liggett for that year; and
|
•
|
acceleration of the vesting of the named executive officer's restricted shares and stock options upon death or disability.
|
•
|
a lump-sum cash payment equal to 2.99 times the sum of his base salary plus the last annual bonus earned by him (up to 100% of base salary, including any deferred amount) for the performance period immediately preceding the date of termination;
|
•
|
participation by Mr. Lorber and his eligible dependents in all welfare benefit plans in which they were participating on the date of termination until the earlier of (x) the end of the employment period under his employment agreement and (y) the date that he receives equivalent coverage and benefit under the plans and programs of a subsequent employer;
|
•
|
continued participation at the Company’s expense for 36 months in life, disability, accident, health and medical insurance benefits substantially similar to those received by Mr. Lorber and his eligible dependents prior to such termination, subject to reduction if comparable benefits are actually received from a subsequent employer;
|
•
|
full vesting of his outstanding equity awards; and
|
•
|
termination of certain restrictive covenants in his employment agreement, including non-competition and non-solicitation covenants.
|
•
|
a person unaffiliated with the Company acquires more than 40 percent control over its voting securities;
|
•
|
the individuals who, as of January 1, 2006, are members of the Company’s board of directors (the “Incumbent Board”), cease to constitute at least two-thirds of the Incumbent Board; however, a newly-elected board member that was elected or nominated by two-thirds of the Incumbent Board shall be considered a member of the Incumbent Board;
|
•
|
the Company’s stockholders approve a merger, consolidation or reorganization with an unrelated entity, unless the Company’s stockholders would own at least 51 percent of the voting power of the surviving entity; the individuals who were members of the Incumbent Board constitute at least a majority of the members of the board of directors of the surviving entity; and no person (other than one of the Company’s affiliates) has beneficial ownership of 40 percent or more of the combined voting power of the surviving entity’s then outstanding voting securities;
|
•
|
the Company’s stockholders approve a plan of complete liquidation or dissolution of the Company; or
|
•
|
the Company’s stockholders approve the sale or disposition of all or substantially all of the Company’s assets.
|
•
|
being convicted of or entering a plea of nolo contendere with respect to a criminal offense constituting a felony;
|
•
|
committing in the performance of his duties under his employment agreement one or more acts or omissions constituting fraud, dishonesty or willful injury to the Company which results in a material adverse effect on the business, financial condition or results of operations of the Company;
|
•
|
committing one or more acts constituting gross neglect or willful misconduct which results in a material adverse effect on the business, financial condition or results of operations of the Company;
|
•
|
exposing the Company to criminal liability substantially and knowingly caused by the executive which results in a material adverse effect on the business, financial condition or results of operations of the Company; or
|
•
|
failing to substantially perform his duties under his employment agreement (excluding any failure to meet any performance targets or to raise capital or any failure as a result of an approved absence or any mental or physical impairment that could reasonably be expected to result in a disability), after written warning from the board specifying in reasonable detail the breach(es) complained of.
|
•
|
a material breach by Mr. Bernstein of his duties and obligations under his employment agreement which breach is not remedied to the satisfaction of the board of directors of Liggett (“Liggett Board”), within 30 days after receipt by Mr. Bernstein of written notice of such breach from the Liggett Board;
|
•
|
Mr. Bernstein’s conviction or indictment for a felony;
|
•
|
an act or acts of personal dishonesty by Mr. Bernstein intended to result in personal enrichment of Mr. Bernstein at the expense of the Company or any of its affiliates or any other material breach or violation of Mr. Bernstein’s fiduciary duty owed to the Company or any of its affiliates;
|
•
|
material violation of any Company or Liggett policy or the Company’s Code of Business Conduct and Ethics; or
|
•
|
any grossly negligent act or omission or any willful and deliberate misconduct by Mr. Bernstein that results, or is likely to result, in material economic, or other harm, to the Company or any of its affiliates (other than any act or omission by Mr. Bernstein if it was taken or omitted to be done by Mr. Bernstein in good faith and with a reasonable belief that such action or omission was in the best interests of the Company).
|
•
|
a material diminution of the executive’s duties and responsibilities provided in his employment agreement, including, without limitation, the failure to elect or re-elect the executive to his position (including with respect solely to Mr. Lorber, his position as a member of the board) or the removal of the executive from any such position;
|
•
|
a reduction of the executive’s base salary or target bonus opportunity as a percentage of base salary or any other material breach of any material provision of his employment agreement by the Company;
|
•
|
relocation of the executive’s office from the Miami (or with respect solely to Mr. Lorber, Miami or New York City) metropolitan areas;
|
•
|
the change in the executive’s reporting relationship from direct reporting to the board, in the case of Mr. Lorber, to the Chairman and the Chief Executive Officer, in the case of Mr. Lampen, or to the Chairman, Chief Executive Officer or the Executive Vice President, in the case of Messrs. Kirkland and Bell; or
|
•
|
the failure of a successor to all or substantially all of the Company’s business or assets to promptly assume and continue his employment agreement obligations whether contractually or as a matter of law, within 15 days of such transaction.
|
•
|
the Liggett Board removes Mr. Bernstein as President and Chief Executive Officer of Liggett, other than in connection with the termination of his employment;
|
•
|
Mr. Bernstein is not appointed as a member of the Liggett Board;
|
•
|
the Liggett Board reduces Mr. Bernstein’s rate of salary or bonus opportunity or materially reduces Mr. Bernstein’s welfare, perquisites or other benefits described in his employment agreement;
|
•
|
Mr. Bernstein’s duties and responsibilities at Liggett are significantly diminished or there are assigned to him duties and responsibilities materially inconsistent with his position;
|
•
|
Liggett fails to obtain a written agreement reasonably satisfactory to Mr. Bernstein from any successor of the Company to assume and perform his employment agreement; or
|
•
|
there occurs a change of control and Mr. Bernstein is required to relocate more than 50 miles from Mr. Bernstein’s current work location.
|
•
|
Stock options held by Messrs. Lorber, Lampen, Kirkland and Bell and restricted stock held by Messrs. Lorber and Bernstein would have vested on
December 31, 2018
with respect to a change in control immediately followed by a qualifying termination of employment or a termination of employment due to the executive's death or disability.
|
•
|
Mr. Bernstein did not hold any unvested options as of
December 31, 2018
.
|
•
|
Stock options that became vested due to a change in control were valued based on their “spread” (i.e., the difference between the stock’s fair market value and the exercise price).
|
•
|
It is possible that in the case of Mr. Lorber's payments, IRS rules would require these items to be valued using a valuation method such as, with respect to stock options, the Black-Scholes model if the stock options were continued after a change in control. Using a Black-Scholes value in lieu of the “spread” would cause higher value for excise taxes and the related tax gross-up payment.
|
•
|
All amounts under the 2014 Plan were deemed to have been earned for
2018
in full based on actual performance and are not treated as subject to the excise tax upon a change in control.
|
•
|
All benefits were assumed to be payable in a single lump sum at the participant’s assumed retirement date.
|
|
Termination by
Company without Cause
or by Named
Executive Officer
with Good Reason
|
|
Disability
|
|
Death
|
|
Termination by Company
for Cause or Voluntary
Termination by
Named Executive Officer
Without Good Reason
|
|
Termination by
Company without Cause
or by Named Executive
Officer with Good Reason
upon a
Change in Control
|
|
||||||||||
Cash Severance
|
$
|
19,340,655
|
|
(1)
|
$
|
19,340,655
|
|
(1)
|
$
|
19,340,655
|
|
(1)
|
$
|
—
|
|
|
$
|
19,276,186
|
|
(2)
|
Value of Accelerated Unvested Equity (3)
|
$
|
—
|
|
|
$
|
20,315,575
|
|
|
$
|
20,315,575
|
|
|
$
|
—
|
|
|
$
|
20,315,575
|
|
|
Benefits Continuation (4)
|
$
|
129,451
|
|
|
$
|
129,451
|
|
|
$
|
39,273
|
|
|
$
|
—
|
|
|
$
|
129,451
|
|
|
Value of Supplemental Retirement Plan (5)
|
$
|
31,709,294
|
|
|
$
|
31,709,294
|
|
|
$
|
31,709,294
|
|
|
$
|
31,709,294
|
|
|
$
|
31,709,294
|
|
|
Excise Tax and Gross-Up
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(6)
|
(1)
|
Reflects the value of the sum of Mr. Lorber’s
2018
base salary (
$3,248,391
) and last paid bonus limited to 100% of base salary (
$3,198,494
) paid over a period of
36
months after termination.
|
(2)
|
Reflects the value of the sum of Mr. Lorber’s
2018
base salary (
$3,248,391
) and last paid bonus limited to 100% of base salary (
$3,198,494
) for a period of
2.99
years paid in a lump-sum payment commencing after termination.
|
(3)
|
Reflects the value of any unvested stock options or restricted stock and related dividends that would have vested upon the event using the closing price of the Company’s Common Stock on
December 31, 2018
(
$9.73
). See “Outstanding Equity Awards at
December 31, 2018
.”
|
(4)
|
Reflects the value of premium payments for life insurance, medical, dental and disability plans for 36 months at the Company’s cost, based on
2018
premiums.
|
(5)
|
Reflects the lump-sum value of the benefits accrued under the Supplemental Retirement Plan as of
December 31, 2018
. See “Pension Benefits at
2018
Fiscal Year End.
”
|
(6)
|
Mr. Lorber is entitled to receive a tax gross-up for any excise taxes and related income taxes on gross-ups for benefits received upon a change of control. Based on the assumptions set forth above, no excise tax would be due on a qualifying termination of Mr. Lorber's employment in connection with a change of control.
|
|
Termination by
Company without Cause
or by Named
Executive Officer
with Good Reason
|
|
Disability
|
|
Death
|
|
Termination by Company
for Cause or Voluntary
Termination by
Named Executive Officer
Without Good Reason
|
|
Termination by
Company without Cause
or by Named Executive
Officer with Good Reason
upon a
Change in Control
|
||||||||||
Cash Severance (1)
|
$
|
2,700,000
|
|
|
$
|
2,700,000
|
|
|
$
|
2,700,000
|
|
|
$
|
—
|
|
|
$
|
2,700,000
|
|
Value of Accelerated Unvested Equity (2)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Benefits Continuation (3)
|
$
|
72,184
|
|
|
$
|
72,184
|
|
|
$
|
26,182
|
|
|
$
|
—
|
|
|
$
|
72,184
|
|
Value of Supplemental Retirement Plan (4)
|
$
|
3,761,039
|
|
|
$
|
3,761,039
|
|
|
$
|
3,761,039
|
|
|
$
|
3,761,039
|
|
|
$
|
3,761,039
|
|
Excise Tax and Gross-Up (not applicable)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Reflects the value of the sum of Mr. Lampen’s
2018
base salary (
$900,000
) and last paid bonus limited to
50%
of base salary (
$450,000
) paid over a period of
24
months commencing after termination.
|
(2)
|
Reflects the value of any unvested stock options or restricted stock and related dividends that would have vested upon the event using the closing price of the Company’s Common Stock on
December 31, 2018
(
$9.73
). See “Outstanding Equity Awards at
December 31, 2018
.”
|
(3)
|
Reflects the value of premium payments for life insurance, medical, dental and disability plans for
24
months at the Company’s cost, based on
2018
premiums.
|
(4)
|
Reflects the lump-sum value of the benefits accrued under the Supplemental Retirement Plan as of
December 31, 2018
. See “Pension Benefits at
2018
Fiscal Year End.”
|
|
Termination by
Company without Cause
or by Named
Executive Officer
with Good Reason
|
|
Disability
|
Death
|
|
Termination by Company
for Cause or Voluntary
Termination by
Named Executive Officer
Without Good Reason
|
|
Termination by
Company without Cause
or by Named Executive
Officer with Good Reason
upon a
Change in Control
|
||||||||||
Cash Severance (1)
|
$
|
1,333,300
|
|
|
$
|
1,333,300
|
|
$
|
1,333,300
|
|
|
$
|
—
|
|
|
$
|
1,333,300
|
|
Value of Accelerated Unvested Equity (2)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Benefits Continuation (3)
|
$
|
30,622
|
|
|
$
|
30,622
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,622
|
|
Value of Supplemental Retirement Plan (4)
|
$
|
865,914
|
|
|
$
|
865,914
|
|
$
|
1,270,007
|
|
|
$
|
—
|
|
|
$
|
865,914
|
|
Excise Tax and Gross-Up (not applicable)
|
$
|
—
|
|
|
$
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Reflects the value of the sum of Mr. Kirkland’s
2018
base salary (
$500,000
) and last paid bonus limited to 33.33% of base salary (
$166,650
) paid over a period of
24
months commencing after termination.
|
(2)
|
Reflects the value of any unvested stock options or restricted stock and related dividends that would have vested upon the event using the closing price of the Company’s Common Stock on
December 31, 2018
(
$9.73
). See “Outstanding Equity Awards at
December 31, 2018
.”
|
(3)
|
Reflects the value of premium payments for life insurance, medical, dental and disability plans for
24
months at the Company’s cost, based on
2018
premiums.
|
(4)
|
Reflects the lump-sum value of the benefits accrued under the Supplemental Retirement Plan as of
December 31, 2018
. See “Pension Benefits at
2018
Fiscal Year End.”
|
|
Termination by
Company without Cause
or by Named
Executive Officer
with Good Reason
|
|
Disability
|
|
Death
|
|
Termination by Company
for Cause or Voluntary
Termination by
Named Executive Officer
Without Good Reason
|
|
Termination by
Company without Cause
or by Named Executive
Officer with Good Reason
upon a
Change in Control
|
||||||||||
Cash Severance (1)
|
$
|
1,062,500
|
|
|
$
|
1,062,500
|
|
|
$
|
1,062,500
|
|
|
$
|
—
|
|
|
$
|
1,062,500
|
|
Value of Accelerated Unvested Equity (2)
|
$
|
—
|
|
|
$
|
255,413
|
|
|
$
|
255,413
|
|
|
$
|
—
|
|
|
$
|
255,413
|
|
Benefits Continuation (3)
|
$
|
80,553
|
|
|
$
|
80,553
|
|
|
$
|
73,185
|
|
|
$
|
—
|
|
|
$
|
80,553
|
|
Value of Supplemental Retirement Plan (4)
|
$
|
1,602,446
|
|
|
$
|
1,602,446
|
|
|
$
|
1,816,105
|
|
|
$
|
—
|
|
|
$
|
1,602,446
|
|
Excise Tax and Gross-Up (not applicable)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Reflects the value of the sum of Mr. Bell’s
2018
base salary (
$425,000
) and last paid bonus limited to
25%
of base salary (
$106,250
) paid over a period of
24
months commencing after termination.
|
(2)
|
Reflects the value of any unvested stock options or restricted stock and related dividends that would have vested upon the event using the closing price of the Company’s Common Stock on
December 31, 2018
(
$9.73
). See “Outstanding Equity Awards at
December 31, 2018
.”
|
(3)
|
Reflects the value of premium payments for life insurance, medical, dental and disability plans for
24
months at the Company’s cost, based on
2018
premiums.
|
(4)
|
Reflects the lump-sum value of the benefits accrued under the Supplemental Retirement Plan as of
December 31, 2018
. See “Pension Benefits at
2018
Fiscal Year End.”
|
|
Termination by
Company without
Cause or by Named
Executive Officer
with Good Reason
|
|
Disability
|
|
Death
|
|
Termination by Company
for Cause or Voluntary
Termination by
Named Executive Officer
Without Good Reason
|
|
Termination by Company
without Cause or by
Named Executive Officer
with Good Reason
upon a
Change in Control
|
||||||||||
Cash Severance (1)
|
$
|
2,000,000
|
|
|
$
|
2,000,000
|
|
|
$
|
1,000,000
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
Value of Accelerated Unvested Equity (2)
|
$
|
—
|
|
|
$
|
341,474
|
|
|
$
|
341,474
|
|
|
$
|
—
|
|
|
$
|
341,474
|
|
Benefits Continuation (3)
|
$
|
78,810
|
|
|
$
|
78,810
|
|
|
$
|
49,091
|
|
|
$
|
—
|
|
|
$
|
78,810
|
|
Value of Retirement Benefits (4)
|
$
|
6,534,790
|
|
|
$
|
6,534,790
|
|
|
$
|
6,534,790
|
|
|
$
|
6,534,790
|
|
|
$
|
6,534,790
|
|
Excise Tax and Gross-Up (not applicable)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(1)
|
Reflects the value of the sum of Mr. Bernstein’s
2018
base salary (
$1,000,000
) paid over a period of 24 months commencing after termination.
|
(2)
|
Reflects the value of any unvested stock options or restricted stock and related dividends that would have vested upon the event using the closing price of the Company’s Common Stock on
December 31, 2018
(
$9.73
). See “Outstanding Equity Awards at
December 31, 2018
.”
|
(3)
|
Reflects the value of premium payments for life insurance, medical, dental and disability plans for 24 months at the Company’s cost, based on
2018
premiums.
|
(4)
|
Reflects the lump-sum value of the benefits accrued under the Supplemental Retirement Plan as of
December 31, 2018
. See “Pension Benefits at
2018
Fiscal Year End.” The amount does not include the value of Mr. Bernstein’s monthly payment of $372 at age 65 under the Qualified Plan, which is also disclosed in “Pension Benefits at
2018
Fiscal Year End” because lump sum payments are not generally available to participants in the Qualified Plan. If the lump sum option had been available to Mr. Bernstein in the Qualified Plan, the amounts shown would have been increased by approximately
$58,912
.
|
•
|
annual cash retainer fee of $50,000;
|
•
|
annual committee retainer fee of $2,500 ($5,000 for the committee chairman);
|
•
|
meeting fee of $1,000 per Board meeting attended in person or by telephone;
|
•
|
meeting fee of $500 per committee meeting attended in person or by telephone;
|
•
|
periodic grants of restricted shares;
|
•
|
reimbursement for reasonable out-of-pocket expenses incurred in serving on the Company's board; and
|
•
|
access to and payment for the Company's health, dental and standard life insurance coverage.
|
|
Fees
Earned
or Paid
in Cash
|
|
Stock
Awards
|
|
All Other
Compensation
|
|
|
|
Total
|
||||||||
Name
|
($)
|
|
($)
|
|
($)
|
|
|
|
($)
|
||||||||
Stanley S. Arkin (3)
|
$
|
66,500
|
|
|
$
|
—
|
|
|
$
|
3,312
|
|
|
(1)
|
|
$
|
69,812
|
|
Henry C. Beinstein (3)
|
$
|
71,000
|
|
|
$
|
—
|
|
|
$
|
32,890
|
|
|
(2)
|
|
$
|
103,890
|
|
Paul V. Carlucci (4)
|
$
|
58,375
|
|
|
$
|
64,093
|
|
|
$
|
13,240
|
|
|
(2)
|
|
$
|
135,708
|
|
Bennett S. LeBow (3)
|
$
|
60,500
|
|
|
$
|
—
|
|
|
$
|
61,718
|
|
|
(2)
|
|
$
|
122,218
|
|
Jeffrey S. Podell (5)
|
$
|
37,250
|
|
|
$
|
—
|
|
|
$
|
1,562
|
|
|
(1)
|
|
$
|
38,812
|
|
Jean E. Sharpe (3)
|
$
|
75,500
|
|
|
$
|
—
|
|
|
$
|
13,338
|
|
|
(2)
|
|
$
|
88,838
|
|
Barry Watkins (4)
|
$
|
56,875
|
|
|
$
|
64,093
|
|
|
$
|
—
|
|
|
|
|
$
|
120,968
|
|
(1)
|
Represents life insurance premiums paid by the Company.
|
(2)
|
Represents health and life insurance premiums paid by the Company.
|
(3)
|
Held 3,858 shares of unvested restricted stock at
December 31, 2018
.
|
(4)
|
Held 3,499 shares of unvested restricted stock at
December 31, 2018
.
|
(5)
|
Mr. Podell died on August 11, 2018 and he vested in 3,858 shares of restricted stock that had been granted in 2016 upon his death.
|
|
Henry C. Beinstein, Chairman
|
|
Paul V. Carlucci
|
|
Jean E. Sharpe
|
|
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
|
|
Weighted-average exercise
price of outstanding
options, warrants and rights
|
|
Number of securities remaining
available for future issuance
under equity compensation
plans (2)
|
Plan Category
|
|
|
|||
Equity compensation plans approved by security holders (1)
|
5,581,746
|
|
$13.82
|
|
7,758,012
|
Equity compensation plans not approved by security holders
|
—
|
|
—
|
|
—
|
Total
|
5,581,746
|
|
$13.82
|
|
7,758,012
|
(1)
|
Includes options to purchase shares of the Company’s Common Stock under the following stockholder-approved plans: 1999 Plan and 2014 Plan.
|
(2)
|
Excluding securities reflected in second column.
|
•
|
A substantial portion of direct compensation shown in the Summary Compensation Table is variable (and therefore at risk) depending on performance (in
2018
:
58.4%
in the case of Mr. Lorber,
45.8%
in the case of Mr. Lampen,
47.9%
in the case of Mr. Kirkland,
67.3%
in the case of Mr. Bell and
50.0%
in the case of Mr. Bernstein). (Direct compensation includes total compensation reported in the Summary Compensation Table excluding the change in pension value.)
|
•
|
The Company mitigates the risks associated with incentive compensation by using multiple performance targets, caps on potential incentive payments and a clawback policy.
|
•
|
In 2013, the Company began to increase its focus on long-term incentives by awarding options with four-year cliff vesting and long-term performance based restricted stock.
|
•
|
The Company requires executives to retain 25% of equity awards under its Equity Retention Policy and encourages the accumulation of equity through its Equity Ownership Guidelines, all of which works to align the interests of executives with those of stockholders.
|
•
|
Executives are prohibited from hedging shares of the Company's Common Stock.
|
•
|
The Company does not reprice options or change performance targets for annual, long-term or equity-based awards after the awards are established.
|
•
|
The Company requires both a change in control and a termination of employment (a “double trigger”) before cash severance payments will be made as a result of a change in control.
|
•
|
The compensation committee considers the advice of an independent compensation consultant in making compensation determinations.
|
•
|
The Company's existing leadership structure demonstrates the Company's commitment to independent oversight of the Board of Directors, including a Chairman who is independent under the New York Stock Exchange listing rules;
|
•
|
The Board should continue to have the flexibility to determine the best leadership scheme for the Company, consistent with its fiduciary duties; and
|
•
|
The Company has existing governance policies and practices in place to support the independent operation of the Board.
|
•
|
Commitment to Separate Chief Executive Officer and Chairman Roles -
The Board believes it is desirable to have the flexibility to decide whether the roles of Chairman and Chief Executive Officer should be combined or separate in light of the Company's circumstances from time to time. Since 2005, our Board has been in the practice of separating the roles of our Chairman and our Chief Executive Officer. The Board currently believes this approach allows our Chairman to focus on providing guidance to the Chief Executive Officer, reviewing agendas for board meetings and presiding over meetings of the full board and allows our Chief Executive Officer to focus on the strategic direction of the Company and the day-to-day leadership and performance of the Company. This historical practice and judgment by the Board is more than adequate to ensure the independent functioning of our Board.
|
•
|
Independent Directors -
six of the eight directors included in this proxy statement are independent under the New York Stock Exchange rules, including, Chairman LeBow. Our independent directors have robust roles in overseeing our Company and its management. Each of the members of the Company's audit committee, compensation committee, and corporate governance and nominating committee meets the New York Stock Exchange listing standards for independence. In addition, the independent directors meet periodically in executive session, providing ample opportunity for independent thinking and evaluation of the Chief Executive Officer and other officers.
|
By Order of the Board of Directors,
|
HOWARD
M. L
ORBER
|
President and Chief Executive Officer
|