Filed by the Registrant
x
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Filed by a Party other than the Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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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 under §240.14a-12
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NORTHSTAR REALTY FINANCE CORP.
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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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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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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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Fee paid previously with preliminary materials.
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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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DAVID T. HAMAMOTO
Chairman
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JONATHAN A. LANGER
Chief Executive Officer and President
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May 13, 2016
New York, New York
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS |
1.
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Election of Directors:
Elect six directors nominated by our Board of Directors, each to serve until the 2017 annual meeting of stockholders and until his or her successor is duly elected and qualified;
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2.
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Advisory Vote on Executive Compensation:
Approve, on a non-binding, advisory basis, named executive officer compensation as disclosed in the accompanying proxy statement;
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3.
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Ratification of Independent Registered Public Accounting Firm:
Ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;
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4.
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Amended and Restated 2004 Stock Incentive Plan:
Approve an amendment and restatement of our 2004 Stock Incentive Plan to increase the number of shares available under the plan; and
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5.
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Other Business:
Transact any other business that may properly come before the annual meeting or any postponement or adjournment of the annual meeting.
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Page
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•
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Date and Time: Monday, June 20, 2016, at 11:00 a.m., Eastern Time
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•
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Place: Lotte New York Palace Hotel, The Louis Salon, 455 Madison Avenue, New York, New York 10022
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•
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Voting: Only holders of record of the Company’s common stock, $0.01 par value per share (the “common stock”), as of the close of business on May 9, 2016, the record date, will be entitled to notice of the annual meeting and entitled to vote at the 2016 Annual Meeting. Each share of Common Stock entitles its holder to one vote.
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PROPOSAL
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BOARD
RECOMMENDATION |
FOR MORE
INFORMATION |
1
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Election of Directors
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FOR
all nominees |
Page 5
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2
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To adopt a resolution approving, on a non-binding, advisory basis, named executive officer compensation
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FOR
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Page 18
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3
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To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016
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FOR
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Page 34
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4
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To approve the Third Amended and Restated 2004 Stock Incentive Plan
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FOR
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Page 37
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BY INTERNET USING A COMPUTER
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BY TELEPHONE
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BY MAIL
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Vote 24/7
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Dial toll-free 24/7
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Cast your ballot, sign your proxy card
and send by pre-paid mail
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DIRECTOR
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INDEPENDENCE
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COMMITTEE
MEMBERSHIPS |
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NAME
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AGE
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SINCE
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STATUS
(1)
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OCCUPATION
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AC
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CC
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NG
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SC
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David T. Hamamoto
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56
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2003
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No
(Employed by the Company) |
Chairman of the Board and Executive Chairman of NSAM
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—
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—
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—
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—
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Judith A. Hannaway
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64
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2004
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Yes
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Former Managing Director of Scudder Investments
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—
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M
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M
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—
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Wesley D. Minami
(2)
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59
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2004
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Yes
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Principal of Billy Casper Golf LLC
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M,E
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—
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C
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—
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Louis J. Paglia
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58
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2006
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Yes
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Founding Member of Oakstone Capital LLC
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C,E
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M
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—
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—
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Gregory Z. Rush
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45
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2016
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Yes
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Managing Member of Rush Capital Partners LLC
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—
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—
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—
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M
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Charles W. Schoenherr
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56
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2014
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Yes
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Managing Director of Waypoint Residential
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M,E
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C
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M
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M
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(1)
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Independence is determined by the Board of Directors in accordance with the applicable New York Stock Exchange listing standards.
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(2)
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Lead Non-Management Director of the Company.
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• Annual election of all directors
• Established special committee of directors to evaluate a recombination transaction with NSAM
• No stockholder rights plan
• Majority voting policy applied in connection with uncontested elections of directors by plurality vote
• Equity ownership policies
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• Independent directors conduct annual review of CEO and Company performance
• Independent directors meet regularly in executive session
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•
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Compensation paid pursuant to management agreement.
Substantially all of the compensation that our named executive officers receive for providing services to us is determined by NSAM or its subsidiaries and we are obligated to pay or reimburse our manager certain amounts related to the compensation or severance that NSAM or its subsidiaries determines to pay our named executive officers. For a discussion of the compensation that NSAM pays its named executive officers, see NSAM’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended, filed with the Securities and Exchange Commission (“SEC”). In addition, see “Certain Relationships and Related Transactions” for a discussion of fees paid to NSAM and its subsidiaries.
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•
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Base salary and bonus.
We continue to pay some annual base salary and bonus amounts directly to our named executive officers in exchange for the services that they provide to us in their capacities as direct employees, which primarily relates to the management of our commercial real estate debt origination business. These amounts
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•
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Historical performance-based equity awards.
These awards vest based on total stockholder return (“TSR”) performance over a multi-year period and we believe they continue to provide a strong incentive for our named executive officers to maximize stockholder returns for years subsequent to those for which the long-term bonus was originally earned.
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NAME
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AGE
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David T. Hamamoto
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56
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Judith A. Hannaway
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64
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Wesley D. Minami
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59
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Louis J. Paglia
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58
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Gregory Z. Rush
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45
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Charles W. Schoenherr
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56
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NAME
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AGE
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POSITION
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David T. Hamamoto
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56
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Chairman; Executive Chairman, NSAM
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Albert Tylis
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42
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Member of our Board; CEO and President, NSAM
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Daniel R. Gilbert
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46
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Chief Investment and Operating Officer, NSAM Ltd
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Jonathan A. Langer
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46
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Chief Executive Officer and President
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Debra A. Hess
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52
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Chief Financial Officer
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Ronald J. Lieberman
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46
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Executive Vice President, General Counsel and Secretary
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COMMITTEE MEMBERSHIPS
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|||||||
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AUDIT
COMMITTEE |
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COMPENSATION
COMMITTEE |
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NOMINATING AND CORPORATE
GOVERNANCE COMMITTEE |
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SPECIAL COMMITTEE
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INDEPENDENT DIRECTOR
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||||
Judith A. Hannaway
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—
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M
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M
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—
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Wesley D. Minami
(1)
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M, E
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—
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C
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—
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Louis J. Paglia
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C, E
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M
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—
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—
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Gregory Z. Rush
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—
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—
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—
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M
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Charles W. Schoenherr
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M, E
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C
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M
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M
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NUMBER OF MEETINGS HELD IN 2015
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10
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5
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4
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—
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C
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Committee Chair
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M
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Committee Member
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E
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Audit Committee Financial Expert
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NAME
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FEES EARNED OR
PAID IN CASH ($) |
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STOCK AWARDS ($)
(1)
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TOTAL ($)
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Judith A. Hannaway
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$132,000
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$140,000
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$272,000
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|||
Wesley D. Minami
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$206,000
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$140,000
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$346,000
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Louis J. Paglia
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$156,000
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$140,000
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$296,000
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Gregory Z. Rush
(2)
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—
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—
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—
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Charles W. Schoenherr
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$170,000
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$140,000
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$310,000
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Total
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$664,000
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$560,000
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$1,224,000
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(1)
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As of December 31, 2015, except for 2,380 unvested LTIP units held by Mr. Schoenherr, none of our directors held any unexercised option awards or unvested stock awards that had been granted by us as director compensation. Each of the stock awards in 2015 was in the form of LTIP units.
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(2)
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Mr. Rush was elected to our Board in March 2016 and therefore, did not receive any compensation in 2015.
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TITLE
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GUIDELINE
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Directors
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A multiple of 3X annual director cash retainer
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PROPOSAL NO. 2
:
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Non-Binding, Advisory Vote to Approve Named Executive Officer Compensation
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•
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Compensation paid pursuant to management agreement.
Substantially all of the compensation that our named executive officers receive for providing services to us is determined by NSAM or its subsidiaries and we are obligated to pay or reimburse our manager certain amounts related to the compensation or severance that NSAM or its subsidiaries determines to pay our named executive officers. For a discussion of the compensation that NSAM pays its named executive officers, see NSAM’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended, filed with the SEC. In addition, see “Certain Relationships and Related Transactions” in this Proxy Statement for a discussion of fees paid to NSAM and its subsidiaries.
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•
|
Base salary and cash bonus.
We continue to pay some annual base salary and cash bonus amounts directly to our named executive officers in exchange for the services that they provide to us in their capacities as direct employees, which primarily relates to the management of our commercial real estate debt origination business. These amounts constitute a small portion of the aggregate overall compensation that our named executive officers receive for providing services to us.
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•
|
Historical performance-based equity awards.
These awards were granted for prior periods, but vest based on TSR performance over a multi-year period and we believe they continue to provide a strong incentive for our named executive officers to maximize stockholder returns for years subsequent to those for which the long-term bonus was originally earned.
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TYPE OF AWARD
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VESTING/PERFORMANCE GOALS
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NRF Time-Based Award (Restricted Stock)
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Vests in equal installments on December 31, 2015 (or grant date, if later), 2016, 2017 and 2018, subject to continued employment.
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NRF TSR Award (RSUs)
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Vests if and to the extent that pre-established TSR hurdles are achieved during the performance period and we have positive CAD during the performance period, subject to continued employment through the end of the performance period.
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PERFORMANCE AND PAY-OUT LEVEL
(1)
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TSR TARGET (4-YEAR CUMULATIVE)
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100% of RSUs
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12.0% or greater compounded, annual TSR for the period from January 1, 2015 through December 31, 2018
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25% of RSUs
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6.0% compounded, annual TSR for the period from January 1, 2015 through December 31, 2018
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0% of RSUs
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Less than 6.0% compounded, annual TSR for the period from January 1, 2015 through December 31, 2018
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(1)
|
Linear interpolation applies for performance between the levels set forth below.
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NAME
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NRF TIME-BASED AWARD
(# of shares)
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NRF TSR AWARD
(# of RSUs)
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David T. Hamamoto
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380,874
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220,823
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Albert Tylis
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253,916
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147,215
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Daniel R. Gilbert
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253,916
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147,215
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Debra A. Hess
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70,722
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41,003
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Ronald J. Lieberman
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46,578
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27,005
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NAME
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BASE SALARY
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CASH BONUS
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||
Jonathan T. Langer
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$350,000
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(1)
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$350,000
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David T. Hamamoto
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$157,500
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—
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Albert Tylis
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$90,000
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—
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Daniel R. Gilbert
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$90,000
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—
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Debra A. Hess
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$86,250
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—
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Ronald J. Lieberman
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$75,000
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—
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(1)
|
Base salary has been annualized for Mr. Langer for 2015 based on the salary rate that was in effect from the date of Mr. Langer’s appointment as Chief Executive Officer through December 31, 2015.
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(1)
|
Linear interpolation applies for performance between the levels described. TSR for the 2014 RSUs is based on a deemed initial stock price of $28.56 per share, which reflects adjustments for our subsequent reverse stock splits and excludes the value of the NSAM common stock distributed in the NSAM Spin-off.
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(2)
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If sufficient shares are not available under our equity compensation plans, we will pay cash in lieu of the shares of our common stock earned based on the value of such shares at the time of such payout. If we and NSAM or NorthStar Europe, as applicable, agree, we may permit the holders to elect to receive LTIP units or LTIP units in the operating partnership of NSAM or NorthStar Europe in lieu of shares of our common stock or NSAM or NorthStar Europe common stock, respectively.
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EARNED RSUs
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UNEARNED RSUs
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NAME
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2012 RSUs
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2013 RSUs
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2014 RSUs
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David T. Hamamoto
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137,903
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97,899
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112,237
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Albert Tylis
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91,935
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65,266
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74,824
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Daniel R. Gilbert
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91,935
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65,266
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74,824
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Debra A. Hess
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20,430
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14,504
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20,577
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Ronald J. Lieberman
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10,215
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7,252
|
9,976
|
AWARD
|
TSR AMOUNT PER SHARE TO EARN THRESHOLD (25%)
|
TSR AMOUNT PER SHARE TO EARN MAXIMUM (100%)
|
ACTUAL TSR AMOUNT PER SHARE AS OF DECEMBER 31, 2015
|
SHARES INCLUDED
|
2013 RSUs
|
$34.04
|
$42.42
|
$54.08
|
NRF (one share); NSAM (two shares); NorthStar Europe (1/3 of one share)
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2014 RSUs
|
$36.06
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$44.94
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$24.52
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NRF (one share); NorthStar Europe (1/3 of one share)
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TITLE
|
GUIDELINE
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Chairman
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A multiple of 6X base salary in effect from time-to-time
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Chief Executive Officer and President
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A multiple of 4X base salary in effect from time-to-time
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Chief Investment and Operating Officer
|
A multiple of 4X base salary in effect from time-to-time
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Other Executive Officers
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A multiple of 3X base salary in effect from time-to-time
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YEAR
|
SALARY
($) |
BONUS
($) |
|
STOCK
AWARDS ($) |
NON-EQUITY
INCENTIVE PLAN COMPENSATION ($) |
|
ALL
OTHER COMPENSATION ($) (1) |
|
TOTAL
COMPENSATION ($) |
||||||
Jonathan A. Langer
Chief Executive Officer |
2015
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$
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142,019
|
$
|
350,000
|
|
$
|
1,600,000
(2)
|
$
|
—
|
|
$
|
—
|
|
$
|
2,092,019
|
David T. Hamamoto
|
2015
|
$
|
157,500
|
—
|
|
$
|
10,138,179
(2)
|
—
|
|
$
|
6,300
|
|
$
|
10,301,979
|
||
Executive Chairman of NSAM and
|
2014
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$
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603,750
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$
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903,216
(3)
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$
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48,700,011
(6)
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$
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10,117,019
(8)
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$
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10,400
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$
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60,334,396
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Former Chief Executive Officer
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2013
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$
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1,050,000
|
$
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2,050,813
(4)(5)
|
|
$
|
7,854,998
(7)
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$
|
7,498,865
(9)(10)
|
|
$
|
10,200
|
|
$
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18,464,876
|
Albert Tylis
|
2015
|
$
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90,000
|
—
|
|
$
|
6,758,784
(2)
|
—
|
|
$
|
3,600
|
|
$
|
6,852,384
|
||
Chief Executive Officer and President
|
2014
|
$
|
345,000
|
$
|
602,144
(3)
|
|
$
|
32,466,698
(6)
|
$
|
6,744,678
(8)
|
|
$
|
10,400
|
|
$
|
40,168,920
|
of NSAM and Former President
|
2013
|
$
|
600,000
|
$
|
1,450,535
(4)(5)
|
|
$
|
5,236,660
(7)
|
$
|
5,249,223
(9)(10)
|
|
$
|
10,200
|
|
$
|
12,546,618
|
Daniel R. Gilbert
|
2015
|
$
|
90,000
|
—
|
|
$
|
6,758,784
(2)
|
—
|
|
$
|
3,600
|
|
$
|
6,852,384
|
||
Chief Investment and Operating Officer
|
2014
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$
|
345,000
|
$
|
597,588
(3)
|
|
$
|
32,436,996
(6)
|
$
|
6,726,453
(8)
|
|
$
|
10,400
|
|
$
|
40,116,437
|
|
2013
|
$
|
600,000
|
$
|
1,436,866
(4)(5)
|
|
$
|
5,236,660
(7)
|
$
|
5,194,545
(9)(10)
|
|
$
|
10,200
|
|
$
|
12,478,271
|
Debra A. Hess
|
2015
|
$
|
86,250
|
—
|
|
$
|
1,858,647
(2)
|
—
|
|
$
|
3,450
|
|
$
|
1,948,347
|
||
Chief Financial Officer
|
2014
|
$
|
330,625
|
$
|
272,666
(3)
|
|
$
|
9,445,966
(6)
|
$
|
2,518,642
(8)
|
|
$
|
10,400
|
|
$
|
12,578,299
|
|
2013
|
$
|
575,000
|
$
|
407,633
(4)(5)
|
|
$
|
1,163,707
(7)
|
$
|
1,492,834
(9)(10)
|
|
$
|
10,200
|
|
$
|
3,649,374
|
Ronald J. Lieberman
|
2015
|
$
|
75,000
|
—
|
|
$
|
901,102
(2)
|
—
|
|
$
|
3,000
|
|
$
|
979,102
|
||
Executive Vice President,
|
2014
|
$
|
287,500
|
$
|
136,333
(3)
|
|
$
|
5,870,395
(6)
|
$
|
1,288,315
(8)
|
|
$
|
10,400
|
|
$
|
7,592,943
|
General Counsel and Secretary
|
2013
|
$
|
500,000
|
$
|
203,817
(4)(5)
|
|
$
|
581,846
(7)
|
$
|
746,417
(9)(10)
|
|
$
|
10,200
|
|
$
|
2,042,280
|
(1)
|
Represents matching contributions in connection with our 401(k) plan.
|
(2)
|
Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of awards that were granted to our named executive officers in 2015. For Messrs. Hamamoto, Tylis, Gilbert and Lieberman and Ms. Hess, includes grants of: (i) RSUs which remain subject to the achievement of cumulative performance goals for the four-year period ending December 31, 2017 and are subject to the executive’s continued employment with us, NSAM or any of its subsidiaries through such date; and (ii) deferred LTIP units, of which 25% were vested upon grant and the remainder were subject to vesting in three annual installments beginning on December 31, 2015, subject to the executive’s continued employment with us, NSAM or any of its subsidiaries through the applicable vesting dates. If we assumed that all of the performance goals and time vesting for the RSUs would be achieved at the grant date, the value of the awards at the grant date would have been as follows: David T. Hamamoto-$4,238,069; Albert Tylis-$2,825,373; Daniel R. Gilbert-$2,825,373; Debra A. Hess-$776,988; and Ronald J. Lieberman-$376,713. For Mr. Langer, represents a grant of LTIP units subject to vesting in four annual installments beginning on August 5, 2016, subject to continued employment with NSAM or any of its subsidiaries through the applicable vesting dates. The fair value of the deferred LTIP units and LTIP units was determined based on the stock price on the grant date. The fair value of the RSUs was determined by a Monte Carlo analysis under a risk-neutral premise using a risk-free interest rate of 1.00%. In March 2015, our operating partnership issued LTIP units, on a one-for-one basis, in settlement of the deferred LTIP units.
|
(3)
|
Represents the allocable discretionary portion of the deferred cash bonuses paid in 2014 under the NorthStar Realty Finance Corp. Executive Incentive Bonus Plan (the “Incentive Plan”) for 2012 and 2013, if applicable.
|
(4)
|
Represents the allocable discretionary portion of the annual cash bonuses under the Incentive Plan for 2013 and the allocable discretionary portion of the deferred cash bonuses paid in 2013 under the Incentive Plan for 2011 and 2012, if applicable.
|
(5)
|
Does not include the following discretionary portion of the deferred cash bonuses payable on December 31, 2014 (subject to continued employment with us, NSAM or any of its subsidiaries through such date), awarded to our named executive officers pursuant to the Incentive Plan for 2013: David T. Hamamoto-$448,808; Albert Tylis-$299,206; Daniel R. Gilbert-$294,649; Debra A. Hess-$134,967; and Ronald J. Lieberman-$67,483. Also, does not include the following deferred LTIP units issued in lieu of the 50% of the discretionary portion of the deferred cash bonuses under the Incentive Plan for 2013 that were subject to vesting based on continued employment with us, NSAM or any of its subsidiaries through December 31, 2015: David T. Hamamoto-9,428; Albert Tylis-6,285; Daniel R. Gilbert-6,190; Debra A. Hess-2,835; and Ronald J. Lieberman-1,417.
|
(6)
|
For each individual, 70% or more of the stock awards were granted in a one-time grant in connection with the NSAM Spin-off. Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of awards that were granted to our named executive officers in 2014.
|
(7)
|
Represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of awards that were granted to our named executive officers in early 2013 under the Incentive Plan which, for Messrs. Hamamoto, Tylis, Gilbert and Lieberman and Ms. Hess, include: (i) RSUs which were subject to the achievement of cumulative performance goals for the four-year period ending December 31, 2015 and to the executive’s continued employment with us, NSAM or any of its subsidiaries through such date; and (ii) LTIP units (subsequently converted into shares of common stock of NRFC Sub-REIT Corp., which became shares of our common stock when our predecessor merged with and into NRFC Sub-REIT Corp.) which were subject to vesting in four annual installments beginning on January 29, 2013, subject to the executive’s continued employment with us, NSAM or any of its subsidiaries through the applicable vesting dates.
|
(8)
|
Represents the portion of the annual cash bonuses under the NSAM Incentive Plan for 2014 that were paid by us, which represented 50% of the total 2014 annual cash bonuses payable under the NSAM Incentive Plan and the allocable non-discretionary portion of the deferred cash bonuses paid in 2014 under the Incentive Plan for 2012 and 2013, if applicable.
|
|
(9)
|
Represents the allocable non-discretionary portion of the annual cash bonuses under the Incentive Plan for 2013 and the allocable non-discretionary portion of the deferred cash bonuses paid in 2013 under the Incentive Plan for 2011 and 2012, if applicable.
|
(10)
|
Does not include the following non-discretionary portion of the deferred cash bonuses payable on December 31, 2014 (subject to continued employment with us, NSAM or any of its subsidiaries through such date), awarded to our named executive officers pursuant to the Incentive Plan for 2013: David T. Hamamoto-$1,795,234; Albert Tylis-$1,196,822; Daniel R. Gilbert-$1,178,597; Debra A. Hess-$539,868; and Ronald J. Lieberman-$269,934. Also, does not include the following deferred LTIP units issued in lieu of 50% of the non-discretionary portion of the deferred cash bonuses under the Incentive Plan for 2013 that were subject to vesting based on continued employment with us, NSAM or any of its subsidiaries through December 31, 2015: David T. Hamamoto-37,715; Albert Tylis-25,143; Daniel R. Gilbert-24,760; Debra A. Hess-11,341; and Ronald J. Lieberman-5,670.
|
|
|
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN AWARDS |
ALL OTHER
STOCK AWARDS: NUMBER OF SHARES OF |
|
GRANT
DATE |
|||||
NAME
|
GRANT
DATE |
THRESHOLD
(#) |
|
TARGET
(#) |
|
MAXIMUM
(#) |
|
STOCK OR UNITS
(#) |
|
FAIR VALUE
($) |
Jonathan A. Langer
|
8/5/15
|
—
|
|
—
|
|
—
|
|
62,500
|
|
$1,600,000
(3)
|
David T. Hamamoto
|
2/25/15
|
28,059
|
|
—
|
|
112,237
|
|
—
|
|
$2,615,122
(1)
|
|
2/25/15
|
—
|
|
—
|
|
—
|
|
199,234
|
|
$7,523,076
(2)
|
Albert Tylis
|
2/25/15
|
18,706
|
|
—
|
|
74,824
|
|
—
|
|
$1,743,411
(1)
|
|
2/25/15
|
—
|
|
—
|
|
—
|
|
132,823
|
|
$5,015,396
(2)
|
Daniel R. Gilbert
|
2/25/15
|
18,706
|
|
—
|
|
74,824
|
|
—
|
|
$1,743,411
(1)
|
|
2/25/15
|
—
|
|
—
|
|
—
|
|
132,823
|
|
$5,015,396
(2)
|
Debra A. Hess
|
2/25/15
|
5,144
|
|
—
|
|
20,577
|
|
—
|
|
$479,444
(1)
|
|
2/25/15
|
—
|
|
—
|
|
—
|
|
36,526
|
|
$1,379,222
(2)
|
Ronald J. Lieberman
|
2/25/15
|
2,494
|
|
—
|
|
9,976
|
|
—
|
|
$232,452
(1)
|
|
2/25/15
|
—
|
|
—
|
|
—
|
|
17,709
|
|
$668,692
(2)
|
(1)
|
Represents RSUs granted on February 25, 2015 under the NSAM Incentive Plan as a portion of long-term bonus for 2014, which RSUs are subject to vesting based on the achievement of performance goals for the four-year period ending December 31, 2017 and continued employment through such date. Under the NSAM Incentive Plan, in early 2014, award recipients were granted percentage allocations in a long-term bonus pool, the size of which was to be determined based on NSAM’s revenues (less commission expenses, plus equity in earnings including CAD adjustments), determined on a pro forma basis, giving effect to the NSAM Spin-off as if it occurred on January 1, 2014. In accordance with the NSAM Incentive Plan, on February 25, 2015, these allocations were converted into these RSUs based on the dollar amount of such allocation divided by the 20-business day average closing price of our common stock of $35.04 on December 31, 2014. The following are the number of these RSUs that were granted to our named executive officers on February 25, 2015 pursuant to these awards: David T. Hamamoto-112,237; Albert Tylis-74,824; Daniel R. Gilbert-74,824; Debra A. Hess-20,577; and Ronald J. Lieberman-9,976. Each named executive officer’s RSUs will only be earned upon the achievement of cumulative performance goals for the four-year period ending December 31, 2017 and the executive’s continued employment with us, NSAM or any of its subsidiaries through such date. Because there is no established target amount for these RSUs under the NSAM Incentive Plan, there are no amounts reported under the “Target (#)” sub-column because the executives would not have earned any amounts if our performance for the four-year performance period under the NSAM Incentive Plan continued at the same annualized rate as we experienced from January 1, 2014 through December 31, 2015. The amount reported under the “Threshold (#)” sub-column equals 25% of the total number of RSUs, which represents the number of RSUs that would be earned if the minimum performance goal was achieved. See “Compensation Discussion and Analysis-Performance-Based Equity Awards - Prior Years” for additional information relating to these RSUs.
|
(2)
|
Represents deferred LTIP units granted on February 25, 2015 under the NSAM Incentive Plan as a portion of long-term bonus for 2014, which are subject to vesting based on continued employment through December 31, 2017. Under the NSAM Incentive Plan, in early 2014, award recipients were granted percentage allocations in a long-term bonus pool, the size of which was to be determined based on NSAM’s revenues (less commission expenses, plus equity in earnings including CAD adjustments), determined on a pro forma basis, giving effect to the NSAM Spin-off as if it occurred on January 1, 2014. In accordance with the NSAM Incentive Plan, on February 25, 2015, these allocations were converted into these deferred LTIP units based on the dollar amount of such allocation divided by the 20-business day average closing price of our common stock of $35.04 on December 31, 2014. The following are the number of these deferred LTIP units that were granted to our named executive officers on February 25, 2015 pursuant to the foregoing awards: David T. Hamamoto-199,234; Albert Tylis-132,823; Daniel R. Gilbert-132,823; Debra A. Hess-36,526; and Ronald J. Lieberman-17,709. Upon grant, 25% of each named executive officer’s deferred LTIP units were vested and the remainder was subject to vesting in three annual installments beginning on December 31, 2015, subject to the executive’s continued employment with us, NSAM or any of its subsidiaries through such dates. In March 2015, our operating partnership issued LTIP units, on a one-for-one basis, in settlement of these deferred LTIP units. The LTIP units issued remained subject to the same vesting conditions.
|
(3)
|
Represents LTIP units granted on August 5, 2015 in connection with the hiring of Mr. Langer, which were subject to vesting in four annual installments beginning on August 5, 2016, subject to the executive’s continued employment with NSAM or any of its subsidiaries through such dates.
|
|
|
STOCK AWARDS
|
||||||||
NAME
|
NUMBER OF
SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) (1) |
MARKET VALUE OF
SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) (2) |
|
EQUITY
INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) (3) |
|
EQUITY
INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) (2) |
|
||
Jonathan A. Langer
|
62,500
|
|
$1,064,375
|
|
—
|
|
$—
|
|
|
David T. Hamamoto
|
183,042
|
|
$3,117,205
|
|
125,957
|
|
|
$2,145,048
|
|
Albert Tylis
|
122,028
|
|
$2,078,137
|
|
83,972
|
|
|
$1,430,043
|
|
Daniel R. Gilbert
|
122,028
|
|
$2,078,137
|
|
83,972
|
|
|
$1,430,043
|
|
Debra A. Hess
|
30,621
|
|
$521,476
|
|
19,647
|
|
|
$334,588
|
|
Ronald J. Lieberman
|
15,033
|
|
$256,012
|
|
9,745
|
|
|
$165,957
|
|
(1)
|
For Messrs. Hamamoto, Tylis, Gilbert and Lieberman and Ms. Hess, includes the following:
|
NAME
|
LONG-TERM
BONUS 2014 (a) |
LONG-TERM
BONUS 2013 (b) |
LONG-TERM
BONUS 2012 (c) |
TOTAL
|
David T. Hamamoto
|
99,617
|
48,949
|
34,476
|
183,042
|
Albert Tylis
|
66,412
|
32,633
|
22,984
|
122,028
|
Daniel R. Gilbert
|
66,412
|
32,633
|
22,984
|
122,028
|
Debra A. Hess
|
18,264
|
7,252
|
5,108
|
30,624
|
Ronald J. Lieberman
|
8,855
|
3,626
|
2,554
|
15,035
|
(a)
|
Represents the unvested portion of LTIP units issued upon the settlement of deferred LTIP units granted on February 25, 2015 under the NSAM Incentive Plan as a portion of long-term bonus for 2014, which are scheduled to vest in substantially equal installments on December 31, 2016 and 2017, subject to the executive’s continued employment through such dates.
|
(b)
|
Represents the unvested portion of LTIP units issued upon the settlement of deferred LTIP units granted on February 28, 2014 under the Incentive Plan as a portion of long-term bonus for 2013, which are scheduled to vest in substantially equal installments on January 29, 2016 and 2017, subject to the executive’s continued employment through such dates.
|
(c)
|
Represents the unvested portion of shares of common stock originally granted as LTIP units in our operating partnership prior to the NSAM Spin-off and related restructuring, granted on February 13, 2013 under the Incentive Plan as a portion of long-term bonus for 2012, which are scheduled to vest on January 29, 2016, subject to the executive’s continued employment through such date.
|
(2)
|
The value of the awards reflected in the table is based on a price per share or unit of $17.03, which was the closing price of our common stock as of December 31, 2015.
|
(3)
|
Represents: (i) RSUs relating to a portion of long-term bonus for 2013 under the Incentive Plan that will only be earned based upon the achievement of cumulative performance goals for the four-year period ending December 31, 2016 and (ii) RSUs relating to a portion of long-term bonus for 2014 under the NSAM Incentive Plan that will only be earned based upon the achievement of cumulative performance goals for the four-year period ending December 31, 2017. Assuming our performance for the four-year performance period applicable to these awards continues at the same annualized rate as we experienced from the beginning of each performance period through December 31, 2015, each executive would fully earn the RSUs granted for 2013 and would not earn any of the RSUs granted for 2014. As a result, in accordance with SEC rules, the table reflects the maximum number of RSUs granted for 2013 and 25% of the number of RSUs granted for 2014, which represents the amount that would be earned if the “threshold” performance goal was achieved. See “Compensation Discussion and Analysis-Performance-Based Equity Awards - Prior Years” for additional information relating to these RSUs.
|
|
|
STOCK AWARDS
|
||||
NAME
|
NUMBER OF
SHARES ACQUIRED ON VESTING (#) (1) |
|
VALUE REALIZED
ON VESTING ($) (2) |
|
|
Jonathan A. Langer
|
—
|
|
—
|
|
|
David T. Hamamoto
|
386,722
|
|
|
$9,762,675
|
|
Albert Tylis
|
252,590
|
|
|
$6,309,686
|
|
Daniel R. Gilbert
|
252,111
|
|
|
$6,301,529
|
|
Debra A. Hess
|
66,829
|
|
|
$1,620,653
|
|
Ronald J. Lieberman
|
31,105
|
|
|
$725,427
|
|
(1)
|
Represents shares of our common stock, LTIP units and RSUs that vested during 2015.
|
(2)
|
Based on the closing price of our common stock on the date of vesting, which ranged from $17.03 per share to $38.04 per share.
|
•
|
as a result of the terms of the award agreements and provisions contained in the executive’s current employment agreement with NSAM or one of its subsidiaries, the equity awards granted to the executive that were scheduled to vest based solely on continued employment through a future date will vest in full;
|
•
|
with respect to the RSUs granted to the executive as long-term bonus pursuant to the Incentive Plan or NSAM Incentive Plan that were subject to performance-based vesting criteria, the number of RSUs that will vest, if any, will continue to be determined at the end of the applicable long-term bonus performance period but the number of RSUs earned will be pro-rated based on the number of days that the named executive officer was employed during such long-term bonus performance period and will not be subject to continued employment through the end of such long-term bonus performance period, except that a termination in connection with a change of control will be treated as if it was a change of control for purposes of awards granted under the NSAM Incentive Plan;
|
|
•
|
with respect to the executive’s NRF Time-Based Award for 2015 under the NSAM Incentive Plan, a pro rata percentage of the award will vest based on the percentage of the plan year that elapsed prior to the termination (i.e., 100% with respect to a termination on or after the end of 2015); and
|
•
|
with respect to the executive’s NRF TSR Award for 2015 under the NSAM Incentive Plan, a pro rata percentage of the award will be retained based on the percentage of the performance period that elapsed prior to the termination and vesting of these remaining amounts will remain subject to the same performance-based criteria, which will be determined at the end of the performance period, except that a termination in connection with a change of control will be treated as if it was a change of control for purposes of awards granted under the NSAM Incentive Plan.
|
•
|
as a result of the terms of the award agreements, the equity awards granted to our named executive officers as deferred bonus or long-term bonus pursuant to the Incentive Plan that were scheduled to vest based solely on continued employment through a future date will vest in full;
|
•
|
with respect to the RSUs granted as long-term bonus pursuant to the Incentive Plan or NSAM Incentive Plan that were subject to performance-based vesting criteria, the number of RSUs that will vest will be equal to the greater of: (i) a pro-rated portion of such RSUs based on the percentage of the applicable long-term bonus performance period that elapsed from the first day of such period through the date of the change of control; or (ii) the number of RSUs that would have been earned if the stock price as of the end of the applicable long-term bonus performance period equaled the stock price as of the date of the change of control;
|
•
|
with respect to the NRF Time-Based Awards for 2015 under the NSAM Incentive Plan, a pro rata percentage of the awards will vest based on the percentage of the plan year that elapsed prior to the change of control (i.e., 100% with respect to a change of control on or after the end of 2015); and
|
•
|
with respect to the NRF TSR Awards for 2015 under the NSAM Incentive Plan, a pro rata percentage of the awards will vest based on the greater of the percentage of the performance period (i.e., the four-year period ending December 31, 2018) that has elapsed or the percentage of such awards that would have been earned if the stock price as of the end of the performance period equaled the stock price on the date of the change of control.
|
|
NAME
|
PAYMENTS/BENEFITS
|
TERMINATION
WITHOUT CAUSE OR FOR GOOD REASON |
CHANGE OF CONTROL
|
DEATH OR DISABILITY
|
|||
Jonathan A. Langer
|
Common Stock/ LTIP Units
(1)
|
$
|
1,064,375
|
$
|
1,064,375
|
$
|
1,064,375
|
David T. Hamamoto
|
Common Stock/ LTIP Units
(1)
|
$
|
3,117,205
|
$
|
3,117,205
|
$
|
3,117,205
|
|
Performance-Based RSUs
(2)
|
$
|
—
(3)
|
$
|
3,480,074
|
$
|
—
(3)
|
|
NSAM Incentive Plan (2015)
(4)
|
$
|
6,486,284
(3)
|
$
|
7,426,438
|
$
|
6,486,284
(3)
|
Albert Tylis
|
Common Stock/ LTIP Units
(1)
|
$
|
2,078,137
|
$
|
2,078,137
|
$
|
2,078,137
|
|
Performance-Based RSUs
(2)
|
$
|
—
(3)
|
$
|
2,320,053
|
$
|
—
(3)
|
|
NSAM Incentive Plan (2015)
(4)
|
$
|
4,324,189
(3)
|
$
|
4,950,957
|
$
|
4,324,189
(3)
|
Daniel R. Gilbert
|
Common Stock/ LTIP Units
(1)
|
$
|
2,078,137
|
$
|
2,078,137
|
$
|
2,078,137
|
|
Performance-Based RSUs
(2)
|
$
|
—
(3)
|
$
|
2,320,053
|
$
|
—
(3)
|
|
NSAM Incentive Plan (2015)
(4)
|
$
|
4,324,189
(3)
|
$
|
4,950,957
|
$
|
4,324,189
(3)
|
Debra A. Hess
|
Common Stock/ LTIP Units
(1)
|
$
|
521,476
|
$
|
521,476
|
$
|
521,476
|
|
Performance-Based RSUs
(2)
|
$
|
—
(3)
|
$
|
555,412
|
$
|
—
(3)
|
|
NSAM Incentive Plan (2015)
(4)
|
$
|
1,204,396
(3)
|
$
|
1,378,966
|
$
|
1,204,396
(3)
|
Ronald J. Lieberman
|
Common Stock/ LTIP Units
(1)
|
$
|
256,012
|
$
|
256,012
|
$
|
256,012
|
|
Performance-Based RSUs
(2)
|
$
|
—
(3)
|
$
|
274,537
|
$
|
—
(3)
|
|
NSAM Incentive Plan (2015)
(4)
|
$
|
793,223
(3)
|
$
|
908,197
|
$
|
793,223
(3)
|
(1)
|
Represents the number of unvested shares of our common stock and LTIP units outstanding as of December 31, 2015 multiplied by $17.03, which was the closing price per share of our common stock as of December 31, 2015.
|
(2)
|
Represents the value of the otherwise unvested portion of RSUs under the Incentive Plan and NSAM Incentive Plan that would have vested as of December 31, 2015, based on a price per share of our common stock equal to $17.03, which was the closing price per share of our common stock as of December 31, 2015, plus the amount of accumulated dividends that would have been paid with respect to such RSUs.
|
(3)
|
Does not include: (i) the value of the following RSUs allocated to our named executive officers under the Incentive Plan, which are subject to the achievement of cumulative performance goals for the four-year period ending December 31, 2016: David T. Hamamoto-97,898; Albert Tylis-65,266; Daniel R. Gilbert-65,266; Debra A. Hess-14,503; and Ronald J. Lieberman-7,251; (ii) the value of the following RSUs allocated to our named executive officers under the NSAM Incentive Plan for 2014, which are subject to the achievement of cumulative performance goals for the four-year period ending December 31, 2017: David T. Hamamoto-112,237; Albert Tylis-74,824; Daniel R. Gilbert-74,824; Debra A. Hess-20,577; and Ronald J. Lieberman-9,976; and (iii) the value of the following RSUs allocated to our named executive officers under the NSAM Incentive Plan for 2015, which are subject to the achievement of cumulative performance goals for the four-year period ending December 31, 2018: David T. Hamamoto-220,823; Albert Tylis-147,215; Daniel R. Gilbert-147,215; Debra A. Hess-41,003; and Ronald J. Lieberman-27,005. Following the conclusion of the respective performance periods ending December 31, 2016, December 31, 2017 and December 31, 2018, the named executive officer would be entitled to the number of units that would have been earned had the named executive officer been an employee of the Company at such time, pro-rated based on the date of termination without cause, resignation for good reason or death or disability.
|
(4)
|
Represents: (i) the number of vested shares of our common stock; and (ii) the number of vested RSUs that the executive would have been entitled to receive as long-term bonus for 2015 under the NSAM Incentive Plan as NRF Time-Based Award and NRF TSR Award, respectively, multiplied by $17.03, which was the closing price per share of our common stock as of December 31, 2015.
|
|
|
|
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
(1)(2)
|
|
WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
|
NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY INCENTIVE PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a))
|
|
PLAN CATEGORY
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security holders
|
|
1,569,063
|
|
N/A
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total
|
|
1,569,063
|
|
|
|
—
|
|
(1)
|
As of December 31, 2015, represents (i) 602,418 unvested RSUs, and (ii) 966,645 LTIP units (857,415 of which are unvested and 109,230 of which are vested). Conditioned on minimum allocation to the capital accounts of the LTIP unit for federal income tax purposes, each LTIP unit may be converted, at the election of the holder, into one common unit in our operating partnership, or OP units. Each of the OP units underlying these LTIP units are redeemable at the election of the OP Unit holder, at our option in our capacity as general partner of our operating partnership for: (i) cash equal to the then fair value of one share of our common stock; or (ii) one share of our common stock. Because we are a REIT that conducts substantially all of its operations through an operating partnership and we use LTIP units, which are a class of units in our operating partnership, in lieu of shares of restricted stock for certain of our full-value equity awards, we do not consider vested LTIP units to be part of our overhang. For purposes of determining our overhang, we consider vested LTIP units in the same manner as vested shares of restricted stock. Excludes: (i) 542,622 performance based RSUs for which performance hurdles have not yet been met; and (ii) 901,606 outstanding LTIP units for which we did not have reserved shares of stock under our equity compensation plans and have the right to settle in cash.
|
(2)
|
As of December 31, 2015, there were 81,377 unvested shares of restricted stock outstanding.
|
|
•
|
each of our directors and each nominee for director;
|
•
|
each of our named executive officers; and
|
•
|
all of our directors and named executive officers as a group.
|
|
COMMON STOCK
|
COMMON STOCK AND UNITS
|
||||||||||
NAME AND ADDRESS OF BENEFICIAL OWNER
(1)
|
NUMBER OF
SHARES BENEFICIALLY OWNED (2) |
|
% OF
COMMON STOCK |
|
NUMBER OF
SHARES AND UNITS BENEFICIALLY OWNED (2) |
|
% OF
SHARES AND UNITS |
|
NUMBER OF SHARES,
UNITS, AND PERFORMANCE RSUS BENEFICIALLY OWNED (2) |
|
% OF
SHARES, UNITS AND RSUS |
|
David T. Hamamoto
(3)
|
840,616
|
|
*
|
|
1,357,327
|
|
*
|
|
1,788,285
|
|
1.00
|
%
|
Albert Tylis
(4)
|
308,914
|
|
*
|
|
585,910
|
|
*
|
|
873,215
|
|
*
|
|
Daniel R. Gilbert
(5)
|
427,444
|
|
*
|
|
750,539
|
|
*
|
|
1,037,844
|
|
*
|
|
Jonathan Langer
(6)
|
33,551
|
|
*
|
|
96,051
|
|
*
|
|
96,051
|
|
*
|
|
Debra A. Hess
(7)
|
82,399
|
|
*
|
|
168,506
|
|
*
|
|
244,589
|
|
*
|
|
Ronald J. Lieberman
(8)
|
58,183
|
|
*
|
|
90,231
|
|
*
|
|
134,463
|
|
*
|
|
Judith A. Hannaway
(9)
|
16,373
|
|
*
|
|
23,526
|
|
*
|
|
23,526
|
|
*
|
|
Wesley D. Minami
(9)
|
28,279
|
|
*
|
|
35,432
|
|
*
|
|
35,432
|
|
*
|
|
Louis J. Paglia
(9)
|
49,928
|
|
*
|
|
57,081
|
|
*
|
|
57,081
|
|
*
|
|
Gregory Z. Rush
(10)
|
—
|
|
—
|
|
10,955
|
|
*
|
|
10,955
|
|
*
|
|
Charles W. Schoenherr
(11)
|
5,500
|
|
*
|
|
19,211
|
|
*
|
|
19,211
|
|
*
|
|
All directors and executive officers as a group (11 persons)
|
1,851,187
|
|
1.03%
|
|
3,194,769
|
|
1.77
|
%
|
4,320,652
|
|
2.39
|
%
|
*
|
Less than one percent.
|
(1)
|
The address of each of the directors and executive officers is 399 Park Avenue, 18
th
Floor, New York, NY 10022.
|
(2)
|
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. “Number of Shares Beneficially Owned” includes all shares of common stock (i) the investor actually owns beneficially or of record, (ii) over which the investor has or shares direct or indirect voting or dispositive control (such as in the capacity as a general partner of an investment fund); and (iii) over which the investor has the right to acquire direct or indirect voting or dispositive control within 60 days. The “Number of Shares and Units Beneficially Owned” includes all shares included in the “Number of Shares Beneficially Owned” column plus the number of shares of common stock for which (i) RSUs may be settled upon the achievement or time-based vesting and (ii) LTIP units may be redeemed for cash or, at our option, shares of common stock, subject to certain conditions, and in accordance with the limited partnership agreement of our Operating Partnership. The “Number of Shares, Units and Performance RSUs Beneficially Owned” includes all shares, RSUs and LTIP units included in the “Number of Shares and Units Beneficially Owned” column plus the number of RSUs such person holds that are subject to performance-based vesting. Except as otherwise noted, each beneficial owner has sole voting and investment power over the shares and units. Holders of LTIP units and RSUs are not entitled to vote such units on any of the matters presented at the 2016 annual meeting.
|
(3)
|
Includes: (i) 3,261 shares of common stock held by DTH Investment Holdings LLC, of which Mr. Hamamoto is the managing member; (ii) 56,997 shares of common stock held by The David T. Hamamoto GRAT I-2014-NRF, a grantor trust for the benefit of Mr. Hamamoto’s children and of which Mr. Hamamoto is the trustee; (iii) 150,000 shares of common stock held by The David T. Hamamoto GRAT 2015-NRF, a grantor trust for the benefit of Mr. Hamamoto’s children and of which Mr. Hamamoto is the trustee; and (iv) 285,656 shares of common stock not yet vested. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 516,711 LTIP units, 124,092 of which are not yet vested. Further includes, only under the “Number of Shares, Units and Performance RSUs Beneficially Owned” column, 430,958 RSUs subject to performance-based vesting conditions.
|
(4)
|
Includes 190,437 shares of common stock not yet vested. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 276,996 LTIP units, 82,727 of which are not yet vested. Further includes, only under the “Number of Shares, Units and Performance RSUs Beneficially Owned” column, 287,305 RSUs subject to performance-based vesting conditions.
|
(5)
|
Includes 190,437 shares of common stock not yet vested. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 323,095 LTIP units, 82,727 of which are not yet vested. Further includes, only under the “Number of Shares, Units and Performance RSUs Beneficially Owned” column, 287,305 RSUs subject to performance-based vesting conditions.
|
(6)
|
Includes 33,551 shares of common stock not yet vested. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 62,500 LTIP units not yet vested.
|
|
(7)
|
Includes 53,042 shares of common stock not yet vested. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 86,107 LTIP units, 21,889 of which are not yet vested. Further includes, only under the “Number of Shares, Units and Performance RSUs Beneficially Owned” column, 76,083 RSUs subject to performance-based vesting conditions.
|
(8)
|
Includes 34,934 shares of common stock not yet vested. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 32,048 LTIP units, 10,667 of which are not yet vested. Further includes, only under the “Number of Shares, Units and Performance RSUs Beneficially Owned” column, 44,232 RSUs subject to performance-based vesting conditions.
|
(9)
|
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 7,153 LTIP units.
|
(10)
|
Includes, only under the “Number of Shares and Units Beneficially Owned” column, 10,955 RSUs, all of which are not yet vested.
|
(11)
|
Includes 5,500 shares of common stock held by Schoenherr Interests LP, a limited partnership of which Mr. Schoenherr is a general partner. Also includes, only under the “Number of Shares and Units Beneficially Owned” column, 10,724 LTIP units, 2,380 of which are not yet vested.
|
|
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP |
||
NAME AND ADDRESS OF BENEFICIAL OWNER
|
NUMBER
|
PERCENTAGE
|
|
The Vanguard Group
(1)
|
25,662,028
|
14.10
|
%
|
(1)
|
Based on information included in the Schedule 13G/A filed by The Vanguard Group on February 11, 2016 (the “Vanguard 13G”). According to the Vanguard 13G, The Vanguard Group beneficially owns 25,662,028 shares of our common stock, with sole voting power over 133,444 shares, shared voting power over 7,800 shares, sole dispositive power over 25,531,071 shares and shared dispositive power over 130,957 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
|
|
PROPOSAL NO. 3:
|
Ratification of Appointment of Our Independent Registered Public Accounting Firm
|
|
|
TYPE OF FEE
|
2015
|
|
2014
|
|
|
Audit Fees
|
$8,597,463
|
|
|
$4,210,395
|
|
Audit-Related Fees
|
—
|
|
—
|
|
|
Tax Fees
|
—
|
|
—
|
|
|
All Other Fees
|
—
|
|
—
|
|
|
Total
|
$8,597,463
|
|
|
$4,210,395
|
|
|
PROPOSAL NO. 4:
|
Approval of Amended And Restated 2004 Omnibus Stock Incentive Plan
|
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
Time-based full-value awards granted
(1)
|
|
960,785
|
|
|
844,657
|
|
|
530,494
|
|
Performance-based full-value awards earned
(2)
|
|
352,418
|
|
|
381,448
|
|
|
—
|
|
Total full value awards
|
|
1,313,203
|
|
|
1,226,105
|
|
|
530,494
|
|
Weighted average common shared/units outstanding
(3)
|
|
174,873,073
|
|
|
98,035,880
|
|
|
52,953,880
|
|
Average Burn Rate
(4)
|
|
0.75
|
%
|
|
1.25
|
%
|
|
1.00
|
%
|
3-Year Average Burn Rate
|
|
1.0%
|
|
|
|
|
|
(1)
|
For each year, includes the number of LTIP Units and shares of common stock granted during such year that were vested or subject to vesting solely based on the grantee’s continued employment through one or more vesting dates.
|
|
(2)
|
For each year, includes the number of LTIP Units and shares of common stock earned during such year based on the achievement of performance-based vesting criteria.
|
(3)
|
For each year, represents the weighted average number of shares of our common stock.
|
(4)
|
Represents total full-value awards divided by weighted average common shares outstanding.
|
•
|
The maximum number of shares of common stock to be issued under the Third Amended and Restated 2004 Stock Incentive Plan is 8,608,259 shares, representing an increase of 3,000,000 shares from the aggregate number of shares reserved for issuance under the Second Amended and Restated 2004 Stock Incentive Plan;
|
•
|
Shares tendered or held back upon exercise of a stock option will not be added back to the reserved pool under the Third Amended and Restated 2004 Stock Incentive Plan. Upon the exercise of a stock option or stock appreciation right, the full number of shares underlying the award that are not issued in connection with the stock settlement of the award will not be added back to the reserved pool. Additionally, shares of common stock used to pay the exercise price or withholding taxes related to a stock option, as well as shares reacquired by the Company on the open market or otherwise using cash proceeds of option exercises, will not be added to the reserved pool;
|
•
|
The award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, other equity-based awards and cash-based awards (which includes awards payable in cash or property other than our equity) is permitted;
|
•
|
Persons eligible to receive awards under the Third Amended and Restated 2004 Stock Incentive Plan will include our officers, directors, employees, consultants or advisors, including any person who provides services to us in his or her capacity as an officer, director, employee, consultant or advisor of NSAM or its subsidiaries;
|
•
|
Without stockholder approval, the exercise price of stock options and stock appreciation rights will not be reduced, and stock options and stock appreciation rights will not be otherwise repriced through cancellation in exchange for cash, other awards or stock options or stock appreciation rights with a lower exercise price; and
|
•
|
The Third Amended and Restated 2004 Stock Incentive Plan will expire on June 20, 2026.
|
|
|
|
|
|
NAME AND POSITION
|
NUMBER OF SHARES
|
Jonathan A Langer
|
62,500
(1)(2)
|
Chief Executive Officer
|
|
David T. Hamamoto
|
516,711
(1)(2)
|
Executive Chairman of NSAM and Former Chief Executive Officer
|
|
Albert Tylis
|
276,996
(1)(2)
|
Chief Executive Officer and President of NSAM and Former President
|
|
Daniel R. Gilbert
|
323,095
(1)(2)
|
Chief Investment and Operating Officer
|
|
Debra A. Hess
|
86,107
(1)(2)
|
Chief Financial Officer
|
|
Ronald J. Lieberman
|
32,048
(1)(2)
|
Executive Vice President, General Counsel and Secretary
|
|
All current executive officers, as a group
|
1,297,457
(1)(2)
|
All current directors who are not executive officers, as a group
|
95,213
(3)
|
All current employees who are not executive officers, as a group
|
798,477
(1)
|
(1)
|
Represents shares issuable, at our option, upon either (i) the redemption, at the election of the holder, of common units in our operating partnership that are issuable upon conversion, subject minimum capital account allocations for federal income tax purposes, of LTIP Units held by such person(s) or (ii) the settlement of outstanding RSUs, in each case, for which we have not currently reserved shares under the Second Amended and Restated 2004 Stock Incentive Plan. To the extent shares are not available under the Third Amended and Restated 2004 Stock Incentive Plan to be issued upon the redemption of such common units or settlement of such RSUs, we will redeem these common units and settle these RSUs for cash.
|
(2)
|
Excludes (i) an aggregate number of 250,184 RSUs granted to our named executive officers relating to a portion of long-term bonus for 2013 under the Incentive Plan that will only be earned based upon the achievement of cumulative performance goals for the four-year period ending December 31, 2016, (ii) an aggregate number of 292,438 RSUs relating to a portion of long-term bonus for 2014 under the NSAM Incentive Plan that will only be earned based upon the achievement of cumulative performance goals for the four-year period ending December 31, 2017 and (iii) an aggregate number of 583,261 RSUs relating to a portion of long-term bonus for 2015 under the NSAM Incentive Plan that will only be earned based upon the achievement of cumulative performance goals for the four-year period ending December 31, 2018. Information regarding such RSUs, including the number of RSUs granted to each of our current named executive officers, is set forth above under “Compensation Discussion and Analysis-Compensation Paid Pursuant to Management Agreement-2015 Compensation” and “Compensation Discussion and Analysis-Performance-Based Equity Awards - Prior Years.” To the extent shares are not available under the Third Amended and Restated 2004 Stock Incentive Plan to be issued upon the settlement of these RSUs, we will settle these RSUs in cash.
|
(3)
|
As discussed above, in connection with their re-election to our board of directors, all non-employee directors receive annual equity award grants having a value of $140,000 on the first business day following each annual meeting of our stockholders. Represents the sum of outstanding LTIP units and RSUs currently held by our directors plus the aggregate number of shares or LTIP Units that would be granted to the non-employee directors on the first business day following the annual meeting based on an assumed closing price of $14.26 per share, which was the closing price of the common stock on the NYSE on May 9, 2016. The actual number of shares or LTIP Units to be granted to our non-employee directors is indeterminate as it depends on the closing sale price of our common stock on each grant date and may be limited by the number of shares or LTIP Units available for issuance as of each grant date.
|
|
|
NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
(1)(2)
|
|
WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS
|
|
NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY INCENTIVE PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a))
|
|
PLAN CATEGORY
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity compensation plans approved by security holders
|
|
1,569,063
|
|
N/A
|
|
—
|
|
Equity compensation plans not approved by security holders
|
|
N/A
|
|
N/A
|
|
N/A
|
|
Total
|
|
1,569,063
|
|
|
|
—
|
|
(1)
|
As of December 31, 2015, represents (i) 602,418 unvested RSUs, and (ii) 966,645 LTIP units (857,415 of which are unvested and 109,230 of which are vested). Conditioned on minimum allocation to the capital accounts of the LTIP unit for federal income tax purposes, each LTIP unit may be converted, at the election of the holder, into one common unit in our operating partnership, or OP units. Each of the OP units underlying these LTIP units are redeemable at the election of the OP Unit holder, at our option in our capacity as general partner of our operating partnership for: (i) cash equal to the then fair value of one
|
|
(2)
|
As of December 31, 2015, there were 81,377 unvested shares of restricted stock outstanding.
|
|
•
|
cumulative net proceeds of all future common equity and preferred equity issued by us;
|
•
|
equity issued by us in exchange or conversion of exchangeable senior notes based on the stock price at the date of issuance;
|
•
|
any other issuances by us of common equity, preferred equity or other forms of equity, including but not limited to limited partnership interests in an operating partnership (excluding equity-based compensation, but including issuances related to an acquisition, investment, joint venture or partnership); and
|
•
|
our cumulative CAD in excess of cumulative distributions paid on our common stock, LTIP units or other equity awards beginning the first full calendar quarter after the NSAM Spin-off through the most recently completed calendar quarter.
|
•
|
the product of: (a) 15% and (b) our CAD before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is in excess of $0.39 per share but less than $0.45 per share; plus
|
•
|
the product of: (a) 25% and (b) our CAD before such incentive fee, divided by the weighted average shares outstanding for the calendar quarter, when such amount is equal to or in excess of $0.45 per share;
|
•
|
multiplied by our weighted average shares outstanding for the calendar quarter.
|
|
|
NSAM Sponsored Company
|
TERM OF COMMITMENT
|
DOLLAR AMOUNT OF SHARES PURCHASED (as of April 27, 2016)
|
DOLLAR AMOUNT REMAINING UNDER COMMITMENT (as of April 27, 2016)
|
NS Healthcare
|
February 2013 – January 2016
|
$5.5 million
|
N/A
|
NS Income II
|
May 2013 - present
|
$4.0 million
|
$6.0 million
|
NorthStar/RXR
|
February 2015 - present
|
$1.5 million
|
$6.0 million
(1)
|
NorthStar Corporate Income Fund
|
February 2016 - present
|
$1.0 million
|
$4.0 million
(2)
|
NorthStar Real Estate Capital Fund
|
March 2016 - present
|
$2.0 million
|
$8.0 million
|
(1)
|
We are responsible for 75% of the distribution support commitment to NorthStar/RXR, with RXR Realty responsible for the remaining 25%. We also currently own an approximate 27% equity interest in RXR Realty.
|
(2)
|
We are responsible for 50% of the distribution support commitment to NorthStar Corporate Fund, with OZ Corporate Investors, LLC responsible for the remaining 50%.
|
|
•
|
In February 2016, the Company entered into an agreement to sell substantially all of its 70% interest in its investment in private equity funds that own limited partnership interests in real estate private equity funds (“PE Investments”) through an unconsolidated venture (“PE Investments II”) to the existing owners of the remaining 30% interest. Certain funds managed by Goldman Sachs Asset Management purchased approximately 80% of the interest sold and NS Income purchased the other approximate 20% of the interest sold. NS Income paid $37.3 million for its respective interest. As part of the transaction, both buyers assumed the deferred purchase price obligation, on a pro rata basis, of the PE Investment II joint venture upon receiving consent from the entity which sold its interest to the Company.
|
•
|
In February 2016, the Company entered into an agreement to sell its 60% interest in its independent living facility portfolio to NS Healthcare, which owned the remaining 40% interest, for $535 million, subject to proration and adjustment. NS Healthcare assumed the Company’s portion of the $648 million of mortgage borrowing as part of the transaction. The Company received approximately $150 million of net proceeds upon completion of the sale in March 2016.
|
•
|
In February 2016, the Company sold a 49% interest in one loan with a total principal amount of $40.3 million to a third party, at par, with the remaining 51% interest sold to NS Income II, also at par.
|
•
|
In February 2016, the Company sold one CRE security with a carrying value of $12.5 million to NS Income II.
|
|
•
|
Via the Internet;
|
•
|
By telephone; or
|
•
|
By mailing your proxy card.
|
•
|
Proposal 1: FOR all of the nominees for election as directors.
|
•
|
Proposal 2: FOR the advisory vote to approve executive compensation.
|
|
•
|
Proposal 3: FOR the proposal to ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm (independent auditors) for the year ending December 31, 2016.
|
•
|
Proposal 4: FOR the approval of our Third Amended and Restated 2004 Stock Incentive Plan.
|
PROPOSAL
NUMBER |
SUBJECT
|
VOTE REQUIRED
|
IMPACT OF ABSTENTIONS AND BROKER NON-VOTES, IF ANY
|
1
|
Election of Directors
|
Each director nominee will be elected by a plurality of all the votes cast at the meeting. Therefore, the six nominees who receive the most votes will be elected.
Stockholders may not cumulate votes.
|
Abstentions/broker non-votes will not be counted as votes cast and will have no impact on the outcome. Votes “withheld” will also not be counted as votes cast and will have no impact on the outcome.
|
2
|
Advisory Vote to Approve Executive
Compensation |
This proposal is advisory and not binding. We will consider stockholders to have approved the proposal if it is approved by a majority of the votes cast.
|
Abstentions/broker non-votes will not be counted as votes cast and will have no impact on the outcome.
|
3
|
Ratification of Appointment of
Independent Auditors |
A majority of the votes cast.
|
Abstentions will not be counted as votes cast and will have no impact on the outcome. Broker non-votes will not arise in connection with this proposal because brokers may vote in their discretion on behalf of clients who have not furnished voting instructions.
|
4
|
Approve Third Amended and Restated 2004 Stock Incentive Plan
|
A majority of the votes cast.
|
Abstentions will be counted as votes cast and will have the same effect as a vote against the matter. Broker non-votes will not be counted as votes cast and will have no impact on the outcome.
|
•
|
By authorizing a new proxy via telephone or Internet and submitting it so that it is received by 11:59 p.m. (Eastern Time) on June 19, 2016;
|
•
|
By sending written notice of revocation to our General Counsel at 399 Park Avenue, 18th Floor, New York, New York 10022, which notice must be received by 5:00 p.m. (Eastern Time) on June 17, 2016;
|
•
|
By signing a later-dated proxy card and submitting it to our General Counsel at the address specified above so that it is received by 5:00 p.m. (Eastern Time) on June 17, 2016; or
|
•
|
By attending the meeting and voting your shares in person.
|
|
|
|
|
Date and Time:
|
Monday, June 20, 2016,
at 11:00 a.m., Eastern Time
|
|
Location:
|
Lotte New York Palace Hotel
|
|
|
The Louis Salon
|
|
|
455 Madison Avenue
|
|
|
New York, New York 10022
|
|
|
|
|
Record Date:
|
May 9, 2016
|
|
•
|
the name, age and business address of the individual(s) recommended for nomination;
|
•
|
the class, series and number of any shares of our stock that are beneficially owned by the individual(s) recommended for nomination;
|
•
|
the date such shares of our stock were acquired by the individual(s) recommended for nomination and the investment intent of such acquisition;
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whether and the extent to which the individual(s) recommended for nomination or the nominating stockholder(s) have engaged in any hedging, derivative or similar transactions involving our securities, including our common stock, since our last annual meeting; and
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all other information relating to such candidate that would be required to be disclosed pursuant to Regulation 14A under the Exchange Act, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected.
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Section 1.
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General Purpose of Plan.
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Section 2.
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Definitions.
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Section 3.
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Administration.
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Section 4.
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Shares Reserved for Issuance Under the Plan.
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Section 5.
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Equitable Adjustments; Sale Events
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Section 6.
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Eligibility.
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Section 7.
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Stock Options.
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Section 8.
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Stock Appreciation Rights.
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Section 9.
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Restricted Stock.
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Section 10.
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Restricted Stock Units.
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Section 11.
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Dividend Equivalent Rights
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Section 12.
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Other Awards.
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Section 13.
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Cash-Based Awards.
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Section 14.
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Performance Based Awards to Covered Employees
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Section 15.
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Amendment and Termination.
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Section 16.
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Unfunded Status of Plan.
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Section 17.
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General Provisions.
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Section 18.
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Effective Date of Plan.
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Section 19.
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Term of Plan.
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Section 20.
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Governing Law.
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