State of Delaware
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74-2719343
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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1990 Wittington Place
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Farmers Branch, Texas
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75234
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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None
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None
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer x
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Smaller reporting company o
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Emerging growth company o
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Page
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Name
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Age
|
Position
|
William E. Niles
|
56
|
Chief Executive Officer
|
Fred A. Graffam III
|
54
|
Chief Financial Officer, Executive Vice President and Assistant Secretary
|
Patrick J. Bartels, Jr.
|
44
|
Director
|
Stephen Escudier
|
38
|
Director
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Mitchell G. Etess
|
62
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Director
|
Michael J. Kneeland
|
66
|
Chairman of the Board of Directors
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Michael R. Meyers
|
63
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Director
|
Dick Seger
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66
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Director
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Jeffery R. Gardner
|
60
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Former Chief Executive Officer and Director
|
•
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Jeffery R. Gardner, our President and Chief Executive Officer for 2019;
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•
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Fred A. Graffam III, our Chief Financial Officer; and
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•
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William E. Niles, our Executive Vice President, General Counsel for 2019.
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•
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attracting and retaining executive managers with the industry knowledge, skills, experience and talent to help our Company attain its strategic objectives and build long‑term company value;
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•
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emphasizing variable performance‑based compensation components, which include equity‑based compensation, by linking individual compensation with corporate operating metrics as well as individual professional achievements; and
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•
|
aligning the interests of management of our Company with the interests of stockholders.
|
|
8x8, Inc.
Alarm.com Holdings, Inc.
ATN International, Inc.
Barracuda Networks, Inc.
BroadSoft, Inc.
Cardtronics Inc.
Consolidated Communications Holdings, Inc.
|
|
Control4 Corporation
CSG Systems International, Inc.
Cumulus Media, Inc.
DigitalGlobe, Inc.
Gigamon Inc.
National CineMedia, Inc.
RingCentral, Inc.
Vonage Holdings Corporation
|
•
|
base salary;
|
•
|
discretionary and performance-based cash bonuses;
|
•
|
equity incentive compensation; and
|
•
|
limited perquisites and personal benefits.
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Named Executive Officer
|
|
Corporate Performance
|
|
Individual Performance
|
Jeffrey R. Gardner
|
|
100%
|
|
0%
|
Fred A. Graffam III
|
|
90%
|
|
10%
|
Corporate Performance Metric
|
|
Q1 - Q2 2019 MIP Target Goals
|
|
Q3 - Q4 2019 MIP Target Goals
|
Attrition disconnects
|
|
79,544
|
|
72,226
|
Account creation multiple
|
|
37.0x
|
|
38.9x
|
Accounts created
|
|
46,117
|
|
44,211
|
Monitronics Pre-SAC Adjusted EBITDA (in thousands) (1)
|
|
$158,640
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|
$155,270
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|
(1)
|
For purposes of the MIP, Pre-SAC Adjusted EBITDA for the Q1-Q2 2019 MIP was defined as Adjusted EBITDA as defined in our Annual Report on Form 10-K for the year ended December 31, 2019 (the "2019 Form 10-K") for the applicable period, but excluding subscriber acquisition costs, impacts from changes in contract assets related to ASC 606 and bonus accruals. Pre-SAC Adjusted EBITDA for the Q3-Q4 2019 MIP was defined as Adjusted EBITDA as defined in our 2019 Form 10-K for the applicable period, but excluding subscriber acquisition costs, impacts from deferred revenue Fresh Start adjustments and bonus accruals.
|
Corporate Performance Metric
|
|
Q1 - Q2 2019 Actual Achievement
|
|
Q3 - Q4 2019 Actual Achievement
|
Attrition disconnects
|
|
76,820
|
|
73,674
|
Account creation multiple
|
|
39.1x
|
|
41.2x
|
Accounts created
|
|
42,746
|
|
38,640
|
Monitronics Pre-SAC Adjusted EBITDA (in thousands)
|
|
$162,301
|
|
$146,887
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Corporate Performance Metric
|
|
Q1 2019 MIP Target Goals (Niles)
|
|
Q2 2019 MIP Target Goals (Niles)
|
Attrition disconnects
|
|
41,734
|
|
37,810
|
Account creation multiple
|
|
37.7x
|
|
36.5x
|
Accounts created
|
|
19,674
|
|
26,443
|
Monitronics Pre-SAC Adjusted EBITDA (in thousands) (1)
|
|
$78,187
|
|
$80,453
|
|
(1)
|
For purposes of the MIP, Pre-SAC Adjusted EBITDA for the Q1-Q2 2019 MIP Target Goals was defined as Adjusted EBITDA as defined in our 2019 Form 10-K, but excluding subscriber acquisition costs, impacts from changes in contract assets related to ASC 606 and bonus accruals.
|
Corporate Performance Metric
|
|
Q1 2019 Actual Achievement
|
|
Q2 2019 Actual Achievement
|
Attrition disconnects
|
|
39,300
|
|
37,520
|
Account creation multiple
|
|
38.3x
|
|
39.8x
|
Accounts created
|
|
20,003
|
|
22,743
|
Monitronics Pre-SAC Adjusted EBITDA (in thousands)
|
|
$82,577
|
|
$79,724
|
Named Executive Officer
|
|
Ascent Q1 Bonus
|
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Ascent Q2 Bonus (1)
|
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Monitronics Q1-Q2 Bonus
|
|
Monitronics Q3-Q4 Bonus
|
|
Total
|
Jeffrey R. Gardner
|
|
N/A
|
|
N/A
|
|
$205,875
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$136,228
|
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$342,103
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Fred A. Graffam III
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N/A
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N/A
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$78,901
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$75,204
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$154,105
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William E. Niles
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$51,750
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$444,750
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N/A
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$38,891
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$535,391
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(1)
|
The Ascent Q2 Bonus for Mr. Niles includes $240,000 paid in April 2019 on achievement of litigation goals, $180,000 paid in April 2019 on achievement of insurance goals and $24,750 paid in August 2019 on Q2 2019 corporate performance achievement.
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Executive
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Cash Plan Award
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Vesting
|
Jeffery R. Gardner
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$1,000,000
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Performance-Vesting (2019)
|
Jeffery R. Gardner
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$500,000
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Performance-Vesting (2020-2021) (1)
|
Fred A. Graffam III
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$225,000
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Performance-Vesting (2019-2021) (2)
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Fred A. Graffam III
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$225,000
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Time-Vesting
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(1)
|
One-half of Mr. Gardner’s Cash Plan award that relates to the 2020 - 2021 performance period (or, $225,000) is eligible to vest annually based on the achievement of applicable performance goals for each year of the two-year performance period.
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(2)
|
One-third of the Graffam Performance-Based Award (or, $75,000) is eligible to vest annually based on achievement of applicable performance goals for each year of the three-year performance period.
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Goal
|
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Revenue
(in thousands)
|
|
Adjusted EBITDA
(in thousands)
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Cash Plan Award Earned
|
Threshold (96.5% - 97.4%)
|
|
$496,829
|
|
$275,491
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50%
|
Target (range 97.5% - 98.9%)
|
|
$501,978
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|
$278,346
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75%
|
Maximum (range 99.0% - 100.4%)
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|
$509,701
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$282,628
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100%
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Monitronics Pre-SAC Adjusted EBITDA Achieved (of Goal)
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Graffam Performance-Based Award (2019)
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96.5% - 97.4%
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$37,500
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97.5% - 98.4%
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$56,250
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98.5%
|
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$75,000
|
Phantom Unit Award
|
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Phantom Units (#)
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|
Vesting
|
CFO Performance Award
|
|
61,141
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Performance-Vesting (2018-2020) (1)
|
CFO Service Award
|
|
61,142
|
|
Time-Vesting
|
|
(1)
|
In 2019, the compensation committee determined that 20,381 phantom units from the first tranche of the CFO performance award (i.e., with respect to 2018 performance) had been earned by Mr. Graffam.
|
Monitronics Pre-SAC Adjusted EBITDA Achieved (of Goal)
|
|
CFO Performance Award (2019) (#)
|
96.5% - 97.4%
|
|
1,063
|
97.5% - 98.4%
|
|
1,595
|
98.5%
|
|
2,126
|
Name and Principal
Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($) (1)
|
|
Stock
Awards
($) (2)
|
|
Non-Equity
Incentive Plan
Compensation
($) (3)
|
|
All Other
Compensation
($) (4)(5)(6)(7)
|
|
Total ($)
|
||||||
|
|
|
|
|
|
|
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|
|
|
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|
||||||
Jeffery R. Gardner
|
|
2019
|
|
540,000
|
|
|
—
|
|
|
—
|
|
|
342,103
|
|
|
11,548
|
|
|
893,651
|
|
President & Chief Executive Officer
|
|
2018
|
|
540,000
|
|
|
—
|
|
|
1,500,000
|
|
|
131,000
|
|
|
11,022
|
|
|
2,182,022
|
|
|
2017
|
|
540,000
|
|
|
—
|
|
|
1,500,000
|
|
|
—
|
|
|
10,139
|
|
|
2,050,139
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fred A. Graffam III
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|
2019
|
|
383,250
|
|
|
106,328
|
|
|
75,000
|
|
|
131,111
|
|
|
11,548
|
|
|
707,237
|
|
Chief Financial Officer
|
|
2018
|
|
365,000
|
|
|
—
|
|
|
300,000
|
|
|
91,884
|
|
|
5,581
|
|
|
762,465
|
|
|
|
2017
|
|
84,231
|
|
|
50,538
|
|
|
150,000
|
|
|
—
|
|
|
37,959
|
|
|
322,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
William E. Niles
|
|
2019
|
|
540,442
|
|
|
7,019
|
|
|
—
|
|
|
528,372
|
|
|
3,317,218
|
|
|
4,393,051
|
|
Executive Vice President, General Counsel
|
|
2018
|
|
486,923
|
|
|
25,000
|
|
|
368,000
|
|
|
375,000
|
|
|
14,421
|
|
|
1,269,344
|
|
|
2017
|
|
449,616
|
|
|
270,000
|
|
|
—
|
|
|
—
|
|
|
13,265
|
|
|
732,881
|
|
|
(1)
|
The amounts in this column include the portion of the 2019 bonuses earned by Messrs. Graffam and Niles based on their individual performance, as determined by the compensation committee in its discretion. In addition, it includes the portion of Mr. Graffam's retention bonus paid in 2019 ($83,333). In accordance with SEC rules, the column does not include the value of the Graffam Time-Based Award; the value of this award will be reporting with respect to the year in which the applicable performance condition (i.e. continued employment) is achieved.
|
(2)
|
The aggregate grant date fair value of phantom unit awards made in 2019 has been computed in accordance with FASB ASC Topic 718, but (pursuant to SEC regulations) without reduction for estimated forfeitures. The amount included in the Stock Awards column reflect the grant date fair value of the maximum number of phantom units that may be earned by Mr. Graffam.
|
(3)
|
The amounts in this column with respect to 2019 include the portion of the 2019 bonuses earned by Messrs. Gardner, Graffam and Niles based on the achievement of pre-determined corporate performance goals at either Ascent or Monitronics. In accordance with SEC rules, this column does not include the value of the Graffam Performance-
|
(4)
|
Includes the following term life and AD&D insurance premiums for 2019:
|
Name
|
|
Amounts ($)
|
|
Jeffery R. Gardner
|
|
45
|
|
Fred A. Graffam III
|
|
45
|
|
William E. Niles
|
|
685
|
|
(5)
|
Includes the following matching contributions to the applicable named executive officer’s 401(k) account for 2019:
|
Name
|
|
Amounts ($)
|
|
William E. Niles
|
|
2,438
|
|
(6)
|
Includes a reimbursement paid to Messrs. Gardner, Graffam and Niles with respect to health insurance premiums paid by each and a reimbursement paid to Mr. Niles for continued health care coverage pursuant to COBRA.
|
(7)
|
Includes a $3,000,000 lump sum severance payment, and a payment of $69,231 with respect to accrued but unused vacation and personal holidays pursuant to the severance agreement and general release entered into between Mr. Niles and Ascent. In addition, includes a $231,800 relocation payment made to Mr. Niles in connection with his relocation from Colorado to Texas.
|
|
|
|
|
Estimated Future Payouts under Non-Equity Incentive Plan Awards (1)
|
|
Estimated Future Payouts under Equity Incentive Plan Awards (2)
|
||||||||||||||
Name
|
|
Grant
Date
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
Threshold
(#)
|
|
Target
(#)
|
|
Maximum
(#)
|
||||||
Jeffery R. Gardner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Q1/Q2 MIP
|
|
1/4/2019
|
|
—
|
|
|
270,000
|
|
|
472,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Q3/Q4 MIP
|
|
1/4/2019
|
|
—
|
|
|
270,000
|
|
|
472,500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2019 Performance-Vesting Cash Plan Award (3)
|
|
3/31/2019
|
|
500,000
|
|
|
750,000
|
|
|
1,000,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fred A. Graffam III
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Q1/Q2 MIP
|
|
1/4/2019
|
|
—
|
|
|
103,478
|
|
|
157,803
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Q3/Q4 MIP
|
|
1/4/2019
|
|
—
|
|
|
103,478
|
|
|
157,803
|
|
|
—
|
|
|
—
|
|
|
—
|
|
2019 Performance-Vesting Phantom Award (4)
|
|
1/4/2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,063
|
|
|
1,595
|
|
|
2,126
|
|
2019 Performance-Vesting Cash Plan Award (5)
|
|
1/4/2019
|
|
37,500
|
|
|
56,250
|
|
|
75,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
William E. Niles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Q1 Ascent Bonus Program
|
|
1/25/2019
|
|
—
|
|
|
45,000
|
|
|
68,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Q2 Ascent Bonus Program
|
|
1/25/2019
|
|
—
|
|
|
45,000
|
|
|
68,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ascent Bonus Program - Litigation and Convertible Debt Goals
|
|
1/25/2019
|
|
—
|
|
|
240,000
|
|
|
240,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Ascent Bonus Program - Insurance Recovery Goals
|
|
1/25/2019
|
|
—
|
|
|
180,000
|
|
|
180,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Q3/Q4 MIP
|
|
9/9/2019
|
|
—
|
|
|
69,300
|
|
|
105,683
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Represents the dollar value that our named executive officers are eligible to earn at threshold, target and maximum levels of performance under the applicable incentive plan.
|
(2)
|
Represents the total number of phantom units that Mr. Graffam was eligible to earn at threshold, target and maximum levels of performance with respect to the 2019 CFO performance award.
|
(3)
|
Represents Mr. Gardner's Cash Plan award granted to him in 2019 that relates to the 2019 performance period.
|
(4)
|
Represents the second tranche of Mr. Graffam’s CFO performance award that was eligible to vest in 2019 (2,126 phantom units) based on the attainment of applicable performance metrics established by the compensation committee on January 4, 2019. On the settlement date, the aggregate value (based on the value of our common stock) of the phantom units earned by Mr. Graffam in 2019 will be paid to him in cash.
|
(5)
|
Represents the first tranche of the Graffam Performance-Based Award that was eligible to vest in 2019 based on the attainment of applicable performance metrics established by the compensation committee.
|
|
|
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 ($)
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
|
||||
Jeffery R. Gardner
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
Fred A. Graffam III
|
|
|
|
|
|
|
|
|
||||
(1) CFO Performance Award
|
|
—
|
|
|
—
|
|
|
4,252
|
|
|
36,142
|
|
(2) CFO Service Award
|
|
4,252
|
|
|
36,142
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
||||
William E. Niles
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1)
|
Represents the phantom units that may be earned by Mr. Graffam under the Cash Plan pursuant to his CFO performance award. In the first quarter of 2020, the compensation committee determined that Mr. Graffam had earned 2,126 phantom units with respect to the second tranche of the CFO performance award, which will result in a cash payment to be made to Mr. Graffam in May 2020.
|
(2)
|
Represents the phantom units granted to Mr. Graffam under the Cash Plan with respect to the CFO service award that vest in three equal annual installments beginning on March 29, 2019, subject to Mr. Graffam’s employment on each vesting date.
|
|
|
Stock Awards
|
||||
Name
|
|
Number of Units
and/or
Ascent Shares
Acquired on Vesting
(#)(1)
|
|
Value Realized
on Vesting
($)
|
||
Jeffery R. Gardner
|
|
|
|
|
||
Ascent Series A Common Stock
|
|
72,779
|
|
|
56,443
|
|
Fred A. Graffam III
|
|
|
|
|
||
Ascent Series A Common Stock
|
|
8,504
|
|
|
6,591
|
|
Phantom Stock (2)
|
|
40,762
|
|
|
28,562
|
|
William E. Niles
|
|
|
|
|
||
Ascent Series A Common Stock
|
|
58,055
|
|
|
43,709
|
|
|
(1)
|
Includes shares withheld in payment of withholding taxes at election of holder.
|
(2)
|
Represents the number of phantom units valued based on Ascent Series A Common Stock and vested prior to the Merger.
|
(i)
|
if termination occurs prior to a change of control, the product of 1.5 times the sum of (A) Mr. Niles’ base salary plus (B) his target bonus; or
|
(ii)
|
if termination occurs concurrently with or following a change of control, the product of 2 times the sum of (A) Mr. Niles’ base salary plus (B) his target bonus.
|
(i)
|
in the case of Mr. Gardner, (A) if a termination occurs prior to a “change of control” (as defined in his employment agreement), an amount equal to two times his annual base salary or (B) if a termination occurs concurrently with or following a change of control, an amount equal to four times his annual base salary; and
|
(ii)
|
in the case of Mr. Graffam, (A) if a termination occurs prior to a “change of control” (as defined in his employment agreement), an amount equal to 1.5 times the sum of his annual base salary and target bonus or (B) if a termination occurs concurrently with or following a change in control, an amount equal to two times the sum of his annual base salary and target bonus.
|
•
|
If Mr. Graffam’s employment is terminated by the Company without “cause” or by Mr. Graffam for “good reason” (each as defined in his respective award agreements), in either case, then the CFO service award and the CFO performance award may vest in full in the discretion of the committee appointed to administer the Cash Plan. With respect to the below table, we have assumed that such committee determined to vest the CFO service award and the CFO performance award in full.
|
•
|
If Mr. Graffam’s employment is terminated due to his death or “disability” (as defined in the Cash Plan), the CFO service award and the CFO performance award will vest in full.
|
•
|
If Mr. Graffam’s employment is terminated by the Company without “cause” or by Mr. Graffam for “good reason” (each as defined in his respective award agreement), in either case, prior to a “change in control” (as defined in the Cash Plan), then the Graffam Time-Based Award will vest in full and the Graffam Performance-Based Award may vest in full in the discretion of the committee appointed to administer the Cash Plan. With respect to the below table, we have assumed that such committee determined to vest the Graffam Time-Based Award and the Graffam Performance-Based Award in full.
|
•
|
If Mr. Graffam’s employment is terminated by the Company without cause or by Mr. Graffam for good reason, in either case, within 12 months following a change in control, then the Graffam Time-Based Award and the Graffam Performance-Based Award will vest in full.
|
•
|
If Mr. Graffam’s employment is terminated due to his death or disability, the Graffam Time-Based Award and the Graffam Performance-Based Award will vest in full.
|
•
|
If Mr. Gardner’s employment was terminated by the Company without “cause” or by Mr. Gardner for “good reason” (as defined in his respective award agreements), in either case, then each of Mr. Gardner’s awards (i) would have vested based on the earned and unvested portion of the award multiplied by the full number of calendar quarters elapsed from January 1, 2019 through the date of termination divided by 12 or (ii) assuming Mr. Gardner’s achievement of the applicable key performance indicators, the award may vest in full in the discretion of the committee appointed to administer the Cash Plan. With respect to the below table, we have assumed that such committee determined to vest Mr. Gardner’s 2019 Cash Plan awards in full.
|
•
|
If Mr. Gardner’s employment was terminated by the Company without cause or by Mr. Gardner for good reason, in either case, within 12 months following a change in control, then assuming Mr. Gardner’s achievement of the applicable key performance indicators, any earned and unvested portion of Mr. Gardner’s awards may vest
|
•
|
If Mr. Gardner’s employment was terminated due to his death or disability, each of Mr. Gardner’s 2019 Cash Plan awards would have vested in full.
|
Name
|
|
Voluntary
Termination
|
|
Termination
for Cause
|
|
Termination
Without
Cause
or for
Good Reason
(After a
Change in
Control)
|
|
Termination
Without
Cause
or for
Good Reason
(Without a
Change in
Control)
|
|
Death
|
|
Disability
|
|
||||||||||||
Jeffery R. Gardner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance
|
|
—
|
|
|
—
|
|
|
2,160,000
|
|
|
1,080,000
|
|
|
540,000
|
|
|
540,000
|
|
|
||||||
Performance-Vesting Cash Plan Award
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|
1,000,000
|
|
|
||||||
Time-Vesting Cash Plan Award
|
|
—
|
|
|
—
|
|
|
500,000
|
|
|
500,000
|
|
|
500,000
|
|
|
500,000
|
|
|
||||||
Healthcare
|
|
—
|
|
|
—
|
|
|
34,000
|
|
(2)
|
34,000
|
|
(2)
|
—
|
|
|
—
|
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,694,000
|
|
(3)
|
$
|
2,614,000
|
|
(3)
|
$
|
2,040,000
|
|
|
$
|
2,040,000
|
|
|
Fred A. Graffam III
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance
|
|
—
|
|
|
—
|
|
|
1,226,400
|
|
|
919,800
|
|
|
—
|
|
|
—
|
|
|
||||||
Retention Bonus
|
|
—
|
|
|
—
|
|
|
166,667
|
|
|
166,667
|
|
|
166,667
|
|
|
166,667
|
|
|
||||||
Phantom Units
|
|
—
|
|
|
—
|
|
|
72,284
|
|
(1)
|
72,284
|
|
(1)
|
72,284
|
|
(1)
|
72,284
|
|
(1)
|
||||||
Performance-Vesting Cash Plan Award
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|
225,000
|
|
|
225,000
|
|
|
225,000
|
|
|
||||||
Time-Vesting Cash Plan Award
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|
225,000
|
|
|
225,000
|
|
|
225,000
|
|
|
||||||
Healthcare
|
|
—
|
|
|
—
|
|
|
22,667
|
|
(2)
|
22,667
|
|
(2)
|
—
|
|
|
—
|
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,938,018
|
|
(3)
|
$
|
1,631,418
|
|
(3)
|
$
|
688,951
|
|
|
$
|
688,951
|
|
|
William E. Niles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Severance
|
|
—
|
|
|
—
|
|
|
1,232,000
|
|
|
924,000
|
|
|
—
|
|
|
—
|
|
|
||||||
Healthcare
|
|
—
|
|
|
—
|
|
|
22,667
|
|
(2)
|
22,667
|
|
(2)
|
—
|
|
|
—
|
|
|
||||||
Total
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,254,667
|
|
|
$
|
946,667
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
(1)
|
Based on the number of unvested phantom stock units held by Mr. Graffam at year-end. For more information, see “—Outstanding Equity Awards at Fiscal Year-End” above. We have assumed that the committee that administers the Cash Plan would determine to vest the CFO service award and CFO performance award in full upon Mr. Graffam’s termination without cause absent a change in control.
|
(2)
|
Heathcare coverage based on the monthly estimated Company-subsidized healthcare coverage reimbursement amount and the number of months each named executive officer would be eligible to receive the benefit as discussed above.
|
(3)
|
Amounts payable to Messrs. Gardner and Graffam are conditioned upon continued compliance with the terms of the non-competition and non-solicitation covenants contained in his employment agreement.
|
Name
|
|
Fees Earned or Paid in Cash ($)
|
|
Total ($)
|
||
Ascent Directors
|
|
|
|
|
||
Philip J. Holthouse
|
|
126,319
|
|
|
126,319
|
|
Thomas P. McMillin
|
|
114,684
|
|
|
114,684
|
|
Michael J. Pohl
|
|
124,657
|
|
|
124,657
|
|
Pre-Merger Monitronics Directors
|
|
|
|
|
||
Marc A. Beilinson
|
|
175,000
|
|
|
175,000
|
|
Sherman K. Edmiston III
|
|
175,000
|
|
|
175,000
|
|
Post-Merger Monitronics Directors
|
|
|
|
|
||
Patrick J. Bartels, Jr.
|
|
45,000
|
|
|
45,000
|
|
Stephen Escudier
|
|
—
|
|
|
—
|
|
Mitchell G. Etess
|
|
45,000
|
|
|
45,000
|
|
Michael J. Kneeland
|
|
70,000
|
|
|
70,000
|
|
Michael R. Meyers
|
|
45,000
|
|
|
45,000
|
|
Dick Seger
|
|
22,500
|
|
|
22,500
|
|
Name
|
|
Beneficial Ownership
|
|
% of Total
|
||
5% Shareholders
|
|
|
|
|
||
CRF3 Investments I S.á.r.l.(1)
|
|
9,660,549
|
|
|
42.94
|
%
|
Brigade Capital Management, LP(2)
|
|
6,176,110
|
|
|
27.45
|
%
|
Ensign Peak Advisors, Inc.(3)
|
|
2,174,988
|
|
|
9.67
|
%
|
AllianceBernstein Accounts(4)
|
|
1,239,887
|
|
|
5.51
|
%
|
Directors and Executive Officers
|
|
|
|
|
||
Jeffery R. Gardner
|
|
14,469
|
|
|
*
|
|
Fred A. Graffam
|
|
1,006
|
|
|
*
|
|
William E. Niles
|
|
7,237
|
|
|
*
|
|
Patrick J. Bartels
|
|
—
|
|
|
*
|
|
Stephen Escudier
|
|
—
|
|
|
*
|
|
Mitchell G. Etess
|
|
—
|
|
|
*
|
|
Michael J. Kneeland
|
|
—
|
|
|
*
|
|
Michael R. Meyers
|
|
341
|
|
|
*
|
|
Dick Seger
|
|
—
|
|
|
*
|
|
All executive officers and directors as a group (9 persons)(5)
|
|
23,053
|
|
|
*
|
|
|
(1)
|
The address of this beneficial owner is 26A Boulevard Royal, L‑2449, Luxembourg. EQT Partners UK Advisors LLP may be deemed to have voting and investment power with respect to, and may be deemed to be the beneficial owner of, the shares of common stock owned by CRF3 Investments I S.à.r.l.
|
(2)
|
The address of this beneficial owner is 399 Park Avenue, Suite 1600, New York, NY 10022. The entirety of the shares are owned by funds and accounts managed by Brigade Capital Management, LP (collectively, the “Brigade Funds”). Brigade Capital Management, LP has voting and investment power with respect to the shares of common stock owned by the foregoing entities and may be deemed to be the beneficial owner of the shares of common stock owned by the Brigade Funds.
|
(3)
|
The address of this beneficial owner is 60 East South Temple Street, Suite 400, Salt Lake City, UT 84111.
|
(4)
|
The address of this beneficial owner is 1345 Avenue of the Americas, New York, NY 10105. Consists of (i) 257,529 shares owned by AB High Income Fund, Inc., (ii) 522 shares owned by AB Bond Fund, Inc.-AB FlexFee High Yield Portfolio, (iii) 35,682 shares owned by AllianceBernstein Global High Income Fund, Inc., (iv) 745 shares owned by AB SICAV I‑Multi‑Sector Credit Portfolio, (v) 812,814 shares owned by AB FCP I‑Global High Yield Portfolio, (vi) 2,309 shares owned by AB SICAV I‑Global Income Portfolio, (vii) 1,489 shares owned by AB SICAV I-All Market Income Portfolio, (viii) 2,532 shares owned by AB SICAV I‑US High Yield Portfolio, (ix) 1,229 shares owned by AB Unconstrained Fund, Inc., (x) 13,223 shares owned by AllianceBernstein LP, on behalf of Kaiser Foundation Hospitals, (xi) 9,348 shares owned by AllianceBernstein LP, on behalf of Kaiser Perm Group Trust, (xii) 4,469 shares owned by The AB Portfolios-AB All Market Total Return Portfolio, (xiii) 68,348 shares owned by AB Bond Fund, Inc-AB Income Fund, (xiv) 6,220 shares owned by AB Collective Investment Trust Series-AB US High Yield Collective Trust, (xv) 5,847 shares owned by AllianceBernstein LP, on behalf of The State of Connecticut, and (xvi) 17,581 shares owned by AllianceBernstein LP, on behalf of Teachers’ Retirement System of Louisiana (collectively, the “AllianceBernstein Accounts”). AllianceBernstein L.P. is investment advisor to the AllianceBernstein Accounts. AllianceBernstein L.P. and Neil Ruffell, in his position as Head of Portfolio Administration of AllianceBernstein L.P., may be deemed to have voting and investment power with respect to the common stock owned by the AllianceBernstein Accounts, and may be deemed to be the beneficial owner of the shares of common stock owned by the AllianceBernstein Accounts.
|
(5)
|
The address of directors and officers is in care of Monitronics International, Inc., 1990 Wittington Place, Farmers Branch, Texas 75234.
|
*
|
Represents less than 1%
|
|
|
2019
|
|
2018
|
||||
Audit fees
|
|
$
|
1,819,000
|
|
|
$
|
1,488,000
|
|
Audit related fees
|
|
—
|
|
|
—
|
|
||
Audit and audit related fees
|
|
$
|
1,819,000
|
|
|
$
|
1,488,000
|
|
Tax fees
|
|
—
|
|
|
—
|
|
||
Other fees
|
|
—
|
|
|
—
|
|
||
Total fees
|
|
$
|
1,819,000
|
|
|
$
|
1,488,000
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
31.3
|
|
|
31.4
|
|
|
*
|
Filed herewith.
|
|
|
MONITRONICS INTERNATIONAL, INC.
|
|
|
|
|
|
Dated:
|
May 8, 2020
|
By:
|
/s/ William E. Niles
|
|
|
|
William E. Niles
|
|
|
|
Chief Executive Officer (principal executive officer)
|
|
|
|
|
|
|
|
|
Dated:
|
May 8, 2020
|
By:
|
/s/ Fred A. Graffam
|
|
|
|
Fred A. Graffam
|
|
|
|
Chief Financial Officer, Executive Vice President and Assistant Secretary (principal financial officer and principal accounting officer)
|
(1)
|
the acquisition by any person or group (excluding John C. Malone and/or any family member(s) of John C. Malone and/or any trust or investment vehicle controlled by such persons or the holdings of which are for the primary benefit of any of such persons (collectively, the "Permitted Holders")) of ownership of stock of the Company that, together with stock already held by such person or group, constitutes more than 50% of the total fair market value or more than 50% of the total voting power of the stock of the Company;
|
(2)
|
the acquisition by any person or group (other than the Permitted Holders), in a single transaction or in multiple transactions all occurring during the twelve (12)-month period ending on the date of the most recent acquisition by such person or group, assets from the Company that have a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; or
|
(3)
|
the acquisition by any person or group (other than the Permitted Holders), in a single transaction or in multiple transactions all occurring during the twelve (12)-month period ending on the date of the most recent acquisition by such person or group, of ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company or the replacement of a majority of the Company's Board of Directors during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of appointment or election.
|
|
|
|
MONITRONICS INTERNATIONAL, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
Name:
|
William E. Niles
|
|
|
|
|
|
|
|
|
Title:
|
EVP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCEPTED:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffery R. Gardner, Grantee
|
|
|
|
|
|
|
|
|
|
Address:
|
____________________________
Date
|
____________________________
Grantee
|
Performance Range % of Goal
|
|
|
Min.
|
Max.
|
% of Weighting (Scaling)
|
99.0%
|
100.4%
|
100%
|
97.5%
|
98.9%
|
75%
|
96.5%
|
97.4%
|
50%
|
|
Performance Range % of Goal
|
|
|
Min.
|
Max.
|
% of Weighting (Scaling)
|
99.0%
|
100.4%
|
100%
|
97.5%
|
98.9%
|
75%
|
96.5%
|
97.4%
|
50%
|
|
Total Revenue
|
Adjusted EBITDA
|
||||
Budget
|
$
|
527,837
|
|
$
|
284,385
|
|
ASC 606 Rev. (1)
|
$
|
1,007
|
|
$
|
1,007
|
|
ASC 606 Exp. (2)
|
$
|
—
|
|
$
|
2,660
|
|
Bonus
|
$
|
—
|
|
$
|
2,856
|
|
Gardner LTIP
|
$
|
528,844
|
|
$
|
290,858
|
|
|
(1)
|
ASC 606 Revenue estimated to contribute unfavorably to 2019 GAAP revenue due to amortization of revenue recognized in 2018.
|
(2)
|
ASC 606 Expense includes write off of contracts terminated prior to completion.
|
(1)
|
the acquisition by any person or group (excluding John C. Malone and/or any family member(s) of John C. Malone and/or any trust or investment vehicle controlled by such persons or the holdings of which are for the primary benefit of any of such persons (collectively, the "Permitted Holders")) of ownership of stock of the Company that, together with stock already held by such person or group, constitutes more than 50% of the total fair market value or more than 50% of the total voting power of the stock of the Company;
|
(2)
|
the acquisition by any person or group (other than the Permitted Holders), in a single transaction or in multiple transactions all occurring during the twelve (12)-month period ending on the date of the most recent acquisition by such person or group, assets from the Company that have a total gross fair market value equal to or exceeding 40% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; or
|
(3)
|
the acquisition by any person or group (other than the Permitted Holders), in a single transaction or in multiple transactions all occurring during the twelve (12)-month period ending on the date of the most recent acquisition by such person or group, of ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company or the replacement of a majority of the Company's Board of Directors during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Company's Board of Directors before the date of appointment or election.
|
|
|
|
MONITRONICS INTERNATIONAL, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
Name:
|
William E. Niles
|
|
|
|
|
|
|
|
|
Title:
|
EVP
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCEPTED:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffery R. Gardner, Grantee
|
|
|
|
|
|
|
|
|
|
Address:
|
|
|
|
|
|
|
|
|
|
SSN:
|
____________________________
Date
|
____________________________
Grantee
|
(i)
|
one-third of the Cash Award on the first anniversary of the Grant Date;
|
(ii)
|
one-third of the Cash Award on the second anniversary of the Grant Date; and
|
(iii)
|
the remainder of the Cash Award on the third anniversary of the Grant Date;
|
|
|
|
MONITRONICS INTERNATIONAL, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
Name:
|
Jeffery R. Gardner
|
|
|
|
|
|
|
|
|
Title:
|
President & Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCEPTED:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred A Graffam, Grantee
|
|
|
|
|
|
|
|
|
|
Address:
|
____________________________
Date
|
____________________________
Grantee
|
|
|
|
MONITRONICS INTERNATIONAL, INC.
|
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By:
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Name:
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Jeffery R. Gardner
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Title:
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President & Chief Executive Officer
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ACCEPTED:
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Fred A. Graffam, Grantee
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Address:
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____________________________
Date
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____________________________
Grantee
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•
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Performance based value for 2019 will be determined on Pre-SAC Adjusted EBITDA. The target for 2019 is $320,457.
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100% of Cash Award realized above the 98.5% target performance level of Pre-SAC Adjusted EBITDA.
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75% of Cash Award realized above the 97.5% target performance level of Pre-SAC Adjusted EBITDA, up to 98.4%.
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50% of Cash Award realized above the 96.5% target performance level of Pre-SAC Adjusted EBITDA, up to 97.4%.
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Performance metric for future years will be determined in the first quarter of the upcoming year. For example, the 2020 metric for the 2021 payout will be determined in first quarter of 2020.
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Sincerely,
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Stephen Escudier
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Chair of Compensation Committee
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Acknowledged and Agreed:
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Name: William E. Niles
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Date:
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May 8, 2020
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/s/ William E. Niles
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William E. Niles
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Chief Executive Officer (principal executive officer)
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Date:
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May 8, 2020
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/s/ Fred A. Graffam
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Fred A. Graffam
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Chief Financial Officer, Executive Vice President and Assistant Secretary (principal financial and accounting officer)
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