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Delaware
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001-37697
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47- 5381253
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS. Employer Identification No.)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
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Name and Principal Position
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Year
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Salary
($)
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Bonus
($)(2)
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Option
Awards
($)(3)
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All Other
Compensation
($)(4)
|
Total
($)
|
|||||
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Mark G. Papa, President and Chief Executive Officer(1)
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2016
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148,485
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1,500,000
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5,860,000
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—
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|
7,508,485
|
|
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George S. Glyphis, Chief Financial Officer
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2016
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293,087
|
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481,250
|
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1,465,000
|
|
13,583
|
|
2,252,920
|
|
|
|
2015
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275,000
|
|
68,750
|
|
—
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25,077
|
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368,827
|
|
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Sean R. Smith, Chief Operating Officer
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2016
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308,469
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529,375
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1,758,000
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13,708
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2,609,552
|
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(1)
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Although Mr. Papa has been our Chief Executive Officer and a director since November 2015, he did not receive any compensation from us until after the closing of the Business Combination.
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(2)
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Amounts for 2016 represent discretionary bonuses awarded in recognition of 2016 performance. Forty percent of the amount disclosed for each named executive officer was paid in the form of restricted shares of our Class A Common Stock that will vest in three substantially equal annual installments on each of the first three anniversaries of February 7, 2017, subject to the executive’s continued service. For purposes of valuing these restricted stock awards, the Class A Common Stock was assumed to have a value of $18.35 per share. The grant date value of the restricted stock award received by each named executive officer, calculated using the $18.81 per share closing price of our Class A Common Stock on the date of grant, was $615,050 for Mr. Papa, $197,317 for Mr. Glyphis and $217,067 for Mr. Smith.
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(3)
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Amounts in this column reflect the aggregate grant date fair value of stock options granted during 2016 computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. All of the stock options have an exercise price of $14.52, which was the closing price of our Class A Common Stock on the date of grant. We calculated the grant date fair value of the stock options using a Black-Scholes option pricing model and the following assumptions: a volatility of 40%, an option term of six years, a risk-free interest rate of 1.47%, a dividend yield of zero and a grant date fair value of our Class A Common Stock of $14.52.
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(4)
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Amounts in this column for 2016 reflect, for all named executive officers, matching contributions to the 401(k) Plan made on their behalf. See “-Narrative Disclosures-Retirement Benefits” for more information on matching contributions to the 401(k) Plan.
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