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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Boston Private Financial Holdings Inc | NASDAQ:BPFH | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 14.75 | 7.79 | 14.97 | 0 | 01:00:00 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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No fee required.
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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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Sincerely,
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Anthony DeChellis
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Chief Executive Officer and President
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Boston, Massachusetts
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Dated: March 14, 2019
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TIME AND DATE
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10:00 a.m., Eastern Time, Thursday, April 18, 2019
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PLACE
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Ten Post Office Square, 2
nd
Floor
Boston, Massachusetts 02109
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ITEMS OF BUSINESS
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(1)
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To elect the nine director nominees named in the Proxy Statement to serve until the 2020 annual meeting and until their successors are duly elected and qualified.
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(2)
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To approve an advisory, non-binding resolution on the compensation of the named executive officers as disclosed in the Proxy Statement.
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(3)
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To ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2019.
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(4)
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To transact any other business that may properly come before the Meeting.
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RECORD DATE
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Only shareholders of record at the close of business on March 1, 2019 may vote at the meeting or any postponements or adjournments of the Meeting.
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PROXY VOTING
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Your vote is very important
. Please complete, date, sign and return the accompanying proxy card or vote electronically via the internet or by telephone. The enclosed return envelope requires no additional postage if mailed in the United States. For specific instructions on how to vote your shares, please refer to the section in the Proxy Statement entitled “
Voting Options
.”
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Mail.
The accompanying proxy card, if properly completed, signed, dated and returned in the enclosed envelope, will be voted in accordance with your instructions. The enclosed envelope requires no additional postage if mailed in the United States.
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Telephone or Internet.
If you hold your shares of common stock directly and not in street name, you may vote by telephone or internet by following the instructions included on your proxy card. If you vote by telephone or internet, you do not have to mail in your proxy card. Telephone and internet voting are available 24 hours a day. For participants in the Company’s 401K and ESPP Plans, telephone and internet voting are available through April 15, 2019 at 11:59 p.m., Eastern Time. For all other holders, telephone and internet voting are available through April 17, 2019 at 11:59 p.m., Eastern Time.
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•
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Voting in Person at the Meeting.
If you are a registered shareholder as of the Record Date and attend the Meeting, you may deliver your completed proxy card in person. Additionally, we will have ballots available for those registered shareholders as of the Record Date who wish to vote in person at the Meeting.
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Proposal
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Board
Recommendation
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Page Reference
(for more detail)
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Item 1
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Elect the nine director nominees named in this Proxy Statement to serve until the 2020 annual meeting of shareholders and until their successors are duly elected and qualified.
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FOR each Director
Nominee
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Item 2
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Approve an advisory, non-binding resolution on the compensation of the Company’s named executive officers.
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FOR
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Item 3
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Ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2019.
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FOR
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Board and Other Governance Information
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Majority Voting for Directors
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Yes
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Annual Election of All Directors
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Yes
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Diverse Board (as to Gender, Composition, Skills, Experience, etc.)*
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Yes
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Annual Board and Committee Self-Evaluation
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Yes
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Separate Chair of the Board and CEO
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Yes
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Independent Directors Meet Without Management at Regularly Scheduled Board Meetings
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Yes
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Annual Independent Director Evaluation of CEO
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Yes
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Code of Business Conduct and Ethics for Directors
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Yes
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Board Level Risk Management Committee
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Yes
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Size of Board*
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9
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Number of Independent Directors*
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8
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Average Director Age*
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62
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Average Director Tenure (in Years)*
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5.3
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Annual Equity Grant to Directors
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Yes
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Disclosure Committee for Financial Reporting
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Yes
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Director Stock Ownership Policy
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Yes
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Term and Age Limit Guidance for Directors
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Yes
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*Based on the nine director nominees named in this Proxy Statement.
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•
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setting agendas for the Board meetings in consultation with the CEO;
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•
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chairing Board meetings and ensuring that Board functions are effectively carried out;
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•
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chairing executive sessions of independent directors and providing feedback to the CEO and President, as appropriate;
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•
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serving as liaison for chairs of affiliated company boards, as needed;
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•
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facilitating the Board’s efforts to create and maintain practices that respond to feedback from shareholders and other stakeholders;
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•
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representing the Board at meetings with major shareholders and other stakeholder groups on governance-related matters, as may be requested from time to time;
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•
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providing advice on behalf of the Board to the CEO and President on major issues;
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•
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facilitating effective communication between directors and management, both inside and outside of meetings of the Board;
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•
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working with the CEO and President to ensure management strategies, plans and performance are appropriately risk assessed and represented to the Board; and
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•
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advising management in the planning of the strategy meeting.
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•
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the review and discussion of periodic reports to the Board of Directors and its committees on topics relating to the risks that the Company faces, including, among others, credit risk, interest rate risk, operational risks (including cybersecurity and technology-related risks), and compliance and regulatory risk;
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•
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monitoring the level and trend of such risks relative to pre-approved appetites and the ability to manage and mitigate such risks;
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•
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the required approval by the Board of Directors (or a committee thereof) of significant transactions and other decisions, including final budgets, material uses of capital, strategic direction, and executive management hiring and promotions;
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•
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the direct oversight of specific areas of the Company’s business by the Risk Management Committee, the Audit and Finance Committee, the Compensation Committee and the Governance and Executive Committee; and
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•
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regular periodic reports from the Company’s internal and external auditors and other third party consultants regarding areas of potential risk, including, among others, those relating to the Company’s internal controls and financial reporting.
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Name
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Audit
and
Finance
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Compensation, Governance and Executive (1)
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Risk
Management
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Growth Initiatives/Trust and Investment Committee (2)
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Mark F. Furlong (3), (4), (5)
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Joseph C. Guyaux (3)
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Deborah F. Kuenstner (3), (4), (6)
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Chair (10)
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Gloria C. Larson (3)
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Daniel P. Nolan (3), (4), (11)
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Kimberly S. Stevenson (3), (4)
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Chair (10)
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Luis Antonio Ubiñas (3), (4), (7)
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Chair (10)
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Stephen M. Waters (3), (4). (8)
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Lizabeth H. Zlatkus (3), (4), (9)
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Chair (10)
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Number of Committee Meetings Held in 2018
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9
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8
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8
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7
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(1)
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In January of 2019, the Board of Directors split the Compensation, Governance and Executive Committee into two separate committees, the Compensation Committee and the Governance and Executive Committee.
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(2)
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In April of 2018, the former Wealth Management/Trust and Investment Committee became the Growth Initiatives/Trust and Investment Committee. In January of 2019, the Board of Directors eliminated the Growth Initiatives/Trust and Investment Committee.
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(3)
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Our Board of Directors has determined that this member meets the definition of an independent director under NASDAQ listing standards.
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(4)
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Our Board of Directors has determined that this member meets the definition of an “audit committee financial expert” under SEC regulations.
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(5)
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Mark F. Furlong left the Growth Initiatives/Trust and Investment Committee as of April 2018.
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(6)
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Deborah F. Kuenstner left the Audit and Finance Committee as of April 2018.
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(7)
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Luis Antonio Ubiñas left the Compensation, Governance, and Executive Committee and the Risk Management Committee as of April 2018 and joined the Audit and Finance Committee and the Growth Initiatives/Trust and Investment Committee as of April 2018.
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(8)
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Stephen M. Waters left the Growth Initiatives/Trust and Investment Committee as of April 2018.
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(9)
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Lizabeth H. Zlatkus left the Compensation, Governance, and Executive Committee as of April 2018.
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(10)
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Indicates Chair as of December 31, 2018.
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(11)
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On February 14, 2019, Mr. Nolan resigned from the Board of Directors of the Company.
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Name
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Age
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Current Position
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Maura S. Almy
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53
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Executive Vice President and Chief Operating and Platform Officer of the Company and the Bank
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Anthony DeChellis
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56
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Chief Executive Officer and President of the Company and the Bank
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Steven M. Gaven
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39
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Executive Vice President and Chief Financial Officer of the Company and the Bank; Chief Financial Officer, Boston Private Wealth LLC
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Corey A. Griffin
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57
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Executive Vice President of the Company and the Bank; Chief Executive Officer, Boston Private Wealth LLC; Chief Executive Officer – Private Clients Group of the Bank
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David J. Kaye
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54
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Executive Vice President of the Company and the Bank; Chief Executive Officer – Corporate Clients Group of the Bank
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W. Timothy MacDonald
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60
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Executive Vice President and Chief Risk Officer of the Company and the Bank
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Joy McCune
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51
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Executive Vice President and Chief Human Resources Officer of the Company and the Bank
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Jacqueline S. Shoback
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52
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Executive Vice President and Chief Marketing Officer of the Company and the Bank
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Paul M. Simons
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53
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Executive Vice President and Chief of Corporate Strategy and Development
of the Company and the Bank
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Name*
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Common
Stock (1)
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Exercisable
Options
|
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Percentage
of
Outstanding
Stock (2)
|
|||
Current Directors
|
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Mark F. Furlong
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20,498
|
|
|
—
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**
|
|
Joseph C. Guyaux
|
|
8,487
|
|
|
—
|
|
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**
|
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Deborah F. Kuenstner
|
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130,922
|
|
|
—
|
|
|
**
|
|
Gloria C. Larson
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17,921
|
|
|
—
|
|
|
**
|
|
Daniel P. Nolan (3)
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65,330
|
|
|
—
|
|
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**
|
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Kimberly S. Stevenson
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29,302
|
|
|
—
|
|
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**
|
|
Luis Antonio Ubiñas
|
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4,759
|
|
|
—
|
|
|
**
|
|
Stephen M. Waters
|
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24,255
|
|
|
—
|
|
|
**
|
|
Lizabeth H. Zlatkus
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18,397
|
|
|
—
|
|
|
**
|
|
Named Executive Officers (4)
|
|
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|||
Anthony DeChellis***
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|
150,079
|
|
|
—
|
|
|
**
|
|
Clayton G. Deutsch
|
|
737,204
|
|
|
—
|
|
|
**
|
|
Steven M. Gaven
|
|
6,531
|
|
|
5
|
|
|
**
|
|
Corey A. Griffin
|
|
78,773
|
|
|
—
|
|
|
**
|
|
David J. Kaye
|
|
110,333
|
|
|
—
|
|
|
**
|
|
Jacqueline S. Shoback
|
|
39,451
|
|
|
—
|
|
|
**
|
|
All Current Directors, Nominees and Executive Officers as a Group (18 Persons) (5)
|
|
1,554,346
|
|
|
14,764
|
|
|
1.87
|
%
|
*
|
Unless otherwise indicated, the address is c/o Boston Private Financial Holdings, Inc., Ten Post Office Square, Boston, MA 02109.
|
**
|
Represents less than 1%
|
***
|
Mr. DeChellis is also a director of the Company.
|
(1)
|
Beneficial share ownership is determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended. Accordingly, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares the power to vote such security or the power to dispose of such security. The amounts set forth above as beneficially owned include shares owned, if any, by spouses and relatives living in the same home as to which beneficial ownership may be disclaimed.
|
(2)
|
Percentages held by executive officers and directors individually and as a group are calculated on the basis of 83,747,159 shares of common stock outstanding as of January 30, 2019.
|
(3)
|
On February 14, 2019, Mr. Nolan resigned from the Board of Directors of the Company.
|
(4)
|
Performance shares, restricted stock units and performance stock units that are not eligible to vest within 60 days of January 30, 2019 are not included as executive officers have no beneficial interest in such equity awards until either established performance criteria are met or a vesting time period has lapsed. Please see “
Compensation Discussion and Analysis
.”
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(5)
|
Includes 112,104 shares of common stock and 14,759 exercisable options held by the Company’s current executive officers not identified on this table.
|
Name and Business Address of Beneficial Owner
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
Percentage of
Outstanding
Stock
|
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055
|
|
12,429,392 (1)
|
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14.70%
|
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355
|
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8,921,482 (2)
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10.57%
|
FMR LLC, 245 Summer Street, Boston, MA 02210
|
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6,609,585 (3)
|
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7.83%
|
Dimensional Fund Advisors LP, Building One, 6300 Bee Cave Road, Austin, Texas, 78746
|
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5,594,923 (4)
|
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6.63%
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(1)
|
This information is based solely on a Schedule 13G/A filed with the SEC on January 24, 2019 by BlackRock, Inc., in which it reported sole voting power of 11,970,819 shares and sole dispositive power of 12,429,392
shares. In this same Schedule 13G/A filing, BlackRock identified iShares Core S&P Small-Cap ETF as having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of our shares.
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(2)
|
This information is based solely on a Schedule 13G/A filed with the SEC on February 11, 2019 by The Vanguard Group, in which it reported sole voting power of 79,771 shares, shared voting power of 20,895 shares, sole dispositive power of 8,827,521 shares and shared dispositive power of 93,961 shares.
|
(3)
|
This information is based solely on a Schedule 13G/A filed with the SEC on February 13, 2019 by FMR LLC, in which it reported sole voting power of 3,170,527 shares and sole dispositive power of 6,609,585 shares.
|
(4)
|
This information is based solely on a Schedule 13G/A filed with the SEC on February 8, 2019 by Dimensional Fund Advisors LP, in which it reported sole voting power of 5,294,600 shares and sole dispositive power of 5,594,923 shares. Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of the Company that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of the Company held by the Funds. However, all securities reported are owned by the Funds. Dimensional disclaims beneficial ownership of such securities.
|
•
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Anthony DeChellis - Chief Executive Officer and President of the Company and the Bank
|
•
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Clayton G. Deutsch - retired Chief Executive Officer and President of the Company and retired Chief Executive Officer of the Bank
|
•
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Steven M. Gaven - Executive Vice President and Chief Financial Officer of the Company and the Bank; Chief Financial Officer, BPW
|
•
|
David J. Kaye - Executive Vice President of the Company and the Bank; Chief Executive Officer – Corporate Clients Group of the Bank
|
•
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Corey A. Griffin - Executive Vice President of the Company and the Bank; Chief Executive Officer – Private Clients Group of the Bank; Chief Executive Officer, BPW
|
•
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Jacqueline S. Shoback - Executive Vice President of the Company and the Bank; Chief Executive Officer – Emerging Businesses and Client Experience of the Bank
|
•
|
On December 20, 2017, the Company announced the divestiture of Anchor Capital Advisors, LLC ("Anchor"). The transaction closed on April 13, 2018.
|
•
|
On October 17, 2018, the Company announced the divestiture of Bingham, Osborn, and Scarborough, LLC ("BOS," and together with Anchor, the "Divested Affiliates"). The transaction closed on December 3, 2018.
|
•
|
During 2018, the Company's tangible book value per share (non-GAAP measure) increased to $8.18, a 15% year-over-year increase. Tangible book value per share is calculated as tangible common equity (total shareholder equity less goodwill and intangible assets) divided by common shares outstanding.
|
•
|
At the same time, the Company returned $62.4 million, or 72% of operating net income, to shareholders through dividends and share repurchases, including the completion of a $20 million share repurchase program.
|
•
|
2018 GAAP diluted earnings per share was $0.92.
|
•
|
2018 operating diluted earnings per share was $0.97, a 10% year-over-year increase compared to $0.88 in 2017. Management believes that operating earnings per share more accurately reflects the core earnings power of the Company's business than GAAP earnings per share. A full reconciliation from GAAP to operating financial metrics, including earnings, can be found in the table on page 21.
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•
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2018 GAAP return on average common equity ("ROACE") was 10.7%. 2018 operating ROACE was 11.2%, an increase from 10.1% in 2017.
|
•
|
2018 operating Pre-Tax, Pre-Provision ("PTPP") earnings was $106.9 million, a 2% year-over-year increase from 2017. The increase was driven by 8% growth in the Company's core business, partially offset by lost earnings from the Divested Affiliates.
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•
|
During the third quarter of 2018, the Company initiated an efficiency program guided by a focus on improving operating efficiency and sustained earnings enhancement. The program included a net reduction in total employees of approximately 7% and resulted in a restructuring expense in 2018 of $7.8 million. The Company expects these actions will result in annual expense reduction in excess of $11.0 million, with the full impact of the savings evident in 2019.
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•
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The Company increased its quarterly dividend in 2018 to $0.12 per share, the eighth such increase in the past seven years. In 2018, the Company paid $0.48 of dividends per common share and had $0.97 of operating diluted earnings per share, resulting in a 49% payout ratio on operating earnings.
|
•
|
Nonperforming assets as a percentage of total assets were 0.17% at December 31, 2018, compared to the KRX median of 0.52%. The Company was in the 96th percentile relative to the KRX.
|
•
|
Total net loans (charged-off) / recovered as a percentage of average loans for 2018 were 0.04%, compared to the KRX median of (0.15%). The Company was in the 96th percentile relative to the KRX.
|
BPFH Total Shareholder Return
|
|
BPFH vs. Index Relative Performance
|
•
|
$18.1 million gain on sale and $3.5 million tax expense related to the divestiture of BOS;
|
•
|
$7.8 million of restructuring charges related to efficiency initiatives; and
|
•
|
$12.7 million tax expense related to the divestiture of Anchor.
|
•
|
$25.3 million of expenses, including impairment of goodwill, related to the divestiture of Anchor; and
|
•
|
$12.9 million of tax expense related to the Tax Cuts and Jobs Act.
|
Base Salary:
0%
No base salary increases for any NEO since 2016 (other than two increases made in connection with promotions)
|
|
Short-Term Incentive (% of target):
Initial Funding
=
69%
ê
Final Funding
= 65%
The Committee exercised negative discretion to reduce funding by four percentage points
|
|
PSUs (% of target):
110%
3-year average PSU payout:
Payouts for the last three PSU cycles have averaged 83.3% of target
|
(1)
|
Although overall STI funding for executives/senior leaders of the Company was 86% of target, the CEO STI funding level was 72% of target to align with the calculated funding based on the Company’s overall financial results.
|
(2)
|
Although the scorecard calculated STI funding for executives/senior leaders of the Company was 143%, the Committee exercised negative discretion to reduce the funding amount to 125% of target.
|
•
|
Short-Term Incentive Plan ("STI")
: In 2018, the Committee continued to use one scorecard as the primary driver for funding all executive bonuses, to simplify and reinforce the Company’s “One Boston Private” strategy, and eliminated revenue growth as a core metric, thereby reducing the number of core metrics in the scorecard from three to two to increase weighting on ROACE and PTPP Income Growth. The Company made this change because it believes that ROACE and PTPP Income Growth most closely correlate with the Company’s stock price performance and, as a result, are most closely aligned with shareholder interests. In addition, the Company reduced the ROACE payout range around the target in the 2018 scorecard. The 2018 scorecard included examples of discretionary modifiers that could be used by the Committee to modify the calculated scorecard funding up or down by 20% based on the core metrics. (Note: The Committee has full discretion to go beyond the 20% modifier guideline as it feels appropriate in any given year, based on the facts and circumstances). The discretionary modifiers provide the Committee flexibility to set final funding in consideration of the overall performance of the executive team based on a variety of factors. Examples of discretionary modifiers considered for 2018 were relative credit quality, average loan growth, average deposit growth, operating leverage, BPW EBITDA margin and TSR as measured against the KRX. The Company continues to calibrate performance goals with STI payouts to ensure a strong pay for performance correlation in the overall design of the STI.
|
•
|
Long-Term Incentive Plan ("LTI")
: No design changes were made to the LTI funding matrix for performance stock units ("PSUs") in 2018, which continues to be based on relative and absolute ROACE performance. Target ROACE for full target LTI payout aligns with above median performance. The Company continues to calibrate performance goals with LTI payouts to ensure a strong pay for performance correlation in the overall design of the long-term incentive plan. PSUs continue to comprise 60% of the annual LTI grant.
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•
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The use of stretch goals in its programs and a pay mix focused on delivering variable, performance-based pay promotes strong pay for performance orientation.
|
•
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The Company caps the percentage of target pay opportunity that can be earned each year by its executives through our incentive programs. This limitation, along with the performance scorecard frameworks discussed above, ensures that executives are rewarded within the Company’s risk/reward profile to take appropriate, but not excessive, risk.
|
•
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The Company continues to promote executive stock ownership through a stock ownership policy at a range of three to six times base salary depending on the NEO position as described below under
"Executive Officer Stock Ownership Policy."
|
•
|
In addition, the Company continues to maintain the following practices:
|
◦
|
Double-trigger change-in-control severance arrangements for a legacy NEO change-in-control agreement and in Mr. DeChellis' employment agreement.
|
◦
|
A no hedging or margin policy.
|
◦
|
Claw-backs for compensation in the event of material financial restatements.
|
◦
|
No tax gross-ups.
|
|
2018 Targeted
Performance Levels
|
|
2018 Actual Performance
Levels and Weighted Funding
|
||
|
Target
|
|
Result (1)
|
|
Weighted
Funding
|
ROACE
|
11.5%
|
|
11.0%
|
|
47.5%
|
|
|
|
|
|
|
PTPP Income Growth (2)
|
$113
|
|
$103
|
|
21.6%
|
|
|
|
|
|
|
Final funding level
|
|
|
|
|
69.0%
|
Executive
|
|
Annual Base
Salary
|
|
Target
Bonus
% of Base
Salary
|
|
Target
Bonus
|
|
Minimum
(0% of
Target)
|
|
Maximum
(200% of
Target)
|
|
Actual
Bonus
|
|
Actual as %
of Target
|
||||||||||||
C. Deutsch
|
|
$
|
675,000
|
|
|
125
|
%
|
|
$
|
843,750
|
|
|
$
|
—
|
|
|
$
|
1,687,500
|
|
|
$
|
548,438
|
|
|
65
|
%
|
D. Kaye
|
|
400,000
|
|
|
100
|
%
|
|
400,000
|
|
|
—
|
|
|
800,000
|
|
|
240,000
|
|
|
60
|
%
|
|||||
C. Griffin
|
|
400,000
|
|
|
100
|
%
|
|
400,000
|
|
|
—
|
|
|
800,000
|
|
|
240,000
|
|
|
60
|
%
|
|||||
J. Shoback
|
|
400,000
|
|
|
100
|
%
|
|
400,000
|
|
|
—
|
|
|
800,000
|
|
|
240,000
|
|
|
60
|
%
|
|||||
S. Gaven
|
|
225,000
|
|
|
75
|
%
|
|
225,000
|
|
|
—
|
|
|
450,000
|
|
|
186,000
|
|
|
83
|
%
|
Executive
|
|
Grant Date
|
|
Target Number of Shares
|
|
Performance
Metric
Achieved
|
|
Total Shares
Vested Based
upon
Performance
|
||
C. Deutsch (1)
|
|
5/15/2016
|
|
47,148
|
|
|
110%
|
|
51,863
|
|
D. Kaye
|
|
5/15/2016
|
|
16,895
|
|
|
110%
|
|
18,585
|
|
C. Griffin
|
|
5/15/2016
|
|
21,201
|
|
|
110%
|
|
23,321
|
|
J. Shoback
|
|
5/15/2016
|
|
11,926
|
|
|
110%
|
|
13,119
|
|
S. Gaven
|
|
5/15/2016
|
|
2,028
|
|
|
110%
|
|
2,231
|
|
1.
|
Absolute Measure: Three-year average ROACE targeted at 12% over the 2018-2020 time frame:
|
Threshold
|
Low Target
|
Target
|
Maximum
|
8.0%
|
11.0%
|
12.0%
|
13.5%
|
2.
|
Relative Measure: Three-year average ROACE relative to the KRX targeted at the 50th percentile:
|
Threshold
|
Target
|
Outperform
|
25th percentile
|
50th percentile
|
75th percentile
|
|
|
2018 Awards
|
|||||||||||||||||||||
|
|
|
|
Time-Based
Restricted Stock Units (RSUs)
|
|
Performance-Based Restricted Stock Units (PSUs)
|
|||||||||||||||||
Executive
|
|
Grant Date
|
|
Number
of Stock
Awards
|
|
Grant
Date Fair
Value (1)
|
|
Target Number of Units Granted
|
|
Grant Date
Fair Value:
Target (1)
|
|
Maximum
Number of
Units
Potentially
Earned (2)
|
|
Grant Date Fair Value: Maximum (1)
|
|||||||||
C. Deutsch
|
|
5/15/2018
|
|
21,958
|
|
|
$
|
364,503
|
|
|
32,937
|
|
|
$
|
546,754
|
|
|
65,874
|
|
|
$
|
1,093,508
|
|
D. Kaye
|
|
5/15/2018
|
|
8,675
|
|
|
144,005
|
|
|
13,012
|
|
|
215,999
|
|
|
26,024
|
|
|
431,998
|
|
|||
C. Griffin
|
|
5/15/2018
|
|
8,675
|
|
|
144,005
|
|
|
13,012
|
|
|
215,999
|
|
|
26,024
|
|
|
431,998
|
|
|||
J. Shoback
|
|
5/15/2018
|
|
8,675
|
|
|
144,005
|
|
|
13,012
|
|
|
215,999
|
|
|
26,024
|
|
|
431,998
|
|
|||
S. Gaven
|
|
5/15/2018
|
|
4,880
|
|
|
81,008
|
|
|
7,319
|
|
|
121,495
|
|
|
14,638
|
|
|
242,991
|
|
(1)
|
Based upon the closing price on May 15, 2018 of $16.60.
|
(2)
|
Maximum units potentially earned are equal to 200% of the target PSUs granted.
|
|
|
|
|
Time-Based
Restricted Stock Units (RSUs)
|
|
Time-Based Stock Options
|
|
Performance-Based Stock Options
|
|
|||||||
Executive
|
|
Grant Date
|
|
Number of Stock Units
|
Grant Date Fair Value (1)
|
|
Number of Shares Underlying Option Granted
|
|
Grant Date
Fair Value
Target (1)
|
|
Number of Shares Underlying Option Granted
|
|
Grant Date
Fair Value
Target (1)
|
|
||
A. DeChellis
|
|
11/26/2018
|
|
59,055
|
|
$750,000
|
|
125,628
|
|
$500,000
|
|
391,850
|
|
|
$1,250,000
|
|
Name
|
Level (multiple of salary)
|
Mr. DeChellis
|
6 x Base Salary
|
Mr. Gaven
|
3 x Base Salary
|
Mr. Kaye
|
3 x Base Salary
|
Mr. Griffin
|
3 x Base Salary
|
Ms. Shoback
|
3 x Base Salary
|
•
|
a number of shares of Company common stock equal to $1,000 to allow Mr. DeChellis to be in compliance with applicable legal requirements for directors of a Massachusetts bank and trust company;
|
•
|
a number of RSUs with an aggregate grant date fair value of $750,000 that will vest in four equal installments on the first, second, third, and fourth anniversaries of his employment commencement date, respectively, subject to Mr. DeChellis’ continued employment with the Company through each such vesting date;
|
•
|
a number of stock options with an aggregate grant date fair value of $500,000 that will vest ratably on the first, second, third and fourth anniversaries of his employment commencement date, subject to Mr. DeChellis’ continued employment with the Company through each such vesting date; and
|
•
|
a number of performance based stock options with an aggregate grant date fair value of $1,250,000 that will vest if (i) the closing price of Company stock is at or above $18.00 per share for 20 consecutive trading days prior to the four-year anniversary of his employment commencement date, and (ii) at the time that the foregoing condition is met, the Company’s Tier 1 risk-based capital ratio is at least 6.0%, or such other level as may be required by any governmental agency or other governmental entity, subject to Mr. DeChellis’ continued employment with the Company through such vesting date.
|
Name and
Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock Awards
($)
|
|
Option Awards ($)
|
|
Non-Equity
Incentive Plan
Compensation
($)(8)
|
|
All Other
Compensation
($)
|
|
Total ($)
|
|||||||||||||
Anthony DeChellis
|
|
2018
|
|
51,154
|
|
(1)
|
|
—
|
|
|
|
750,000
|
|
(4)
|
|
1,750,000
|
|
(7
|
)
|
—
|
|
|
|
25,799
|
|
(9)
|
|
2,576,953
|
|
CEO and President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Clayton G. Deutsch
|
|
2018
|
|
675,000
|
|
(2)
|
|
—
|
|
|
|
911,257
|
|
(5), (6)
|
|
|
|
548,438
|
|
|
|
232,675
|
|
(9)
|
|
2,367,370
|
|
||
CEO and President (Retired)
|
|
2017
|
|
675,000
|
|
|
|
—
|
|
|
|
964,876
|
|
|
|
|
|
1,054,700
|
|
|
|
204,535
|
|
|
|
2,899,111
|
|
||
|
2016
|
|
675,000
|
|
|
|
—
|
|
|
|
1,043,800
|
|
|
|
|
|
607,500
|
|
|
|
115,848
|
|
|
|
2,442,148
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
David J. Kaye
|
|
2018
|
|
400,577
|
|
|
|
—
|
|
|
|
360,004
|
|
(5),(6)
|
|
|
|
240,000
|
|
|
|
55,489
|
|
(9)
|
|
1,056,070
|
|
||
Executive Vice President of the Company and the Bank; Chief Executive Officer – Corporate Clients Group of the Bank
|
|
2017
|
|
425,000
|
|
|
|
—
|
|
|
|
303,763
|
|
|
|
|
|
531,250
|
|
|
|
48,179
|
|
|
|
1,308,192
|
|
||
|
2016
|
|
425,000
|
|
|
|
—
|
|
|
|
328,604
|
|
|
|
|
|
365,000
|
|
|
|
38,302
|
|
|
|
1,156,906
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corey A. Griffin
|
|
2018
|
|
400,000
|
|
|
|
—
|
|
|
|
360,004
|
|
(5),(6)
|
|
|
|
240,000
|
|
|
|
70,942
|
|
(9)
|
|
1,070,946
|
|
||
Executive Vice President of the Company and the Bank; Chief Executive Officer – Private Clients Group of the Bank
|
|
2017
|
|
400,000
|
|
|
|
—
|
|
|
|
381,186
|
|
|
|
|
|
500,000
|
|
|
|
42,092
|
|
|
|
1,323,278
|
|
||
|
2016
|
|
400,000
|
|
|
|
—
|
|
|
|
412,360
|
|
|
|
|
|
300,000
|
|
|
|
27,950
|
|
|
|
1,140,310
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jacqueline S. Shoback
|
|
2018
|
|
397,692
|
|
|
|
—
|
|
|
|
360,004
|
|
(5),(6)
|
|
|
|
240,000
|
|
|
|
71,434
|
|
(9)
|
|
1,069,130
|
|
||
Executive Vice President of the Company and the Bank; Chief Executive Officer – Emerging Businesses and Client Experience of the Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Steven M. Gaven
|
|
2018
|
|
297,346
|
|
(3)
|
|
—
|
|
|
|
202,503
|
|
(5),(6)
|
|
|
|
186,000
|
|
|
|
12,836
|
|
(9)
|
|
698,685
|
|
||
Executive Vice President and Chief Financial Officer of the Company and the Bank; Chief Financial Officer, Boston Private Wealth LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
|
|
All
Other
Stock
Awards:
Number
of
Shares
of
Stock or
Units
#
|
|
All
Other
Option
Awards
Number of
Securities
Underlying
Options #
|
|
Exercise
or Base
Price of
Option
Awards
($/unit)
|
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)(3)
|
||||||||||||||||
Name
|
|
Grant
Date
|
|
Grant
Approved
Date
|
|
Target
$
|
|
Maximum
$
|
|
Target
#
|
|
Maximum
#
|
|
|
|
|
||||||||||||||||
Anthony DeChellis
|
|
11/26/2018
|
|
11/5/2018
|
|
|
|
|
|
391,850
|
|
|
|
|
59,055
|
|
|
125,628
|
|
|
$
|
12.70
|
|
|
$
|
2,500,000
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Clayton G. Deutsch
|
|
5/15/2018
|
|
5/8/2018
|
|
|
|
|
|
32,937
|
|
|
65,874
|
|
|
54,895
|
|
|
|
|
|
|
$
|
911,257
|
|
|||||||
|
|
2018
|
|
|
|
$
|
843,750
|
|
|
$
|
1,687,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
David J. Kaye
|
|
5/15/2018
|
|
5/8/2018
|
|
|
|
|
|
13,012
|
|
|
26,024
|
|
|
8,675
|
|
|
|
|
|
|
360,004
|
|
||||||||
|
|
2018
|
|
|
|
400,000
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Corey A. Griffin
|
|
5/15/2018
|
|
5/8/2018
|
|
|
|
|
|
13,012
|
|
|
26,024
|
|
|
8,675
|
|
|
|
|
|
|
360,004
|
|
||||||||
|
|
2018
|
|
|
|
400,000
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Jacqueline S. Shoback
|
|
5/15/2018
|
|
5/8/2018
|
|
|
|
|
|
13,012
|
|
|
26,024
|
|
|
8,675
|
|
|
|
|
|
|
360,004
|
|
||||||||
|
|
2018
|
|
|
|
400,000
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Steven M. Gaven
|
|
5/15/2018
|
|
5/8/2018
|
|
|
|
|
|
7,319
|
|
|
14,638
|
|
|
4,880
|
|
|
|
|
|
|
202,503
|
|
||||||||
|
|
2018
|
|
|
|
225,000
|
|
|
450,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The amount shown in the Maximum column is 200% of the target amount shown in the Target column , and is the maximum that may be awarded under the Company’s Annual Executive Incentive Plan. There is no threshold for amounts that may be awarded under the Company's Annual Executive Incentive Plan.
|
(2)
|
The number of units shown in the Maximum column is 200% of the target amount shown in the Target column, which is the maximum number of units that may be earned under the awards. For a description of these awards see “Equity-Based Long-Term Incentives.” There is no threshold for amounts that may be awarded under the 2009 Plan.
|
(3)
|
This column shows the grant date fair value of equity awards in accordance with ASC 718. Information about the assumptions used to value these awards can be found in Part II. Item 8. “Financial Statements and Supplementary Data - Note 18: Employee Benefits” of the Company’s 2018 Annual Report on Form 10-K.
|
|
Option Awards
|
|
Stock Awards
|
|||||||||||||||||||||||||||||
NEO
|
Number of Securities Underlying
Unexercised Options Exercisable (#)(1) |
|
Number of Securities Underlying
Unexercised Options Unexercisable (#)(2) |
|
(#)
Equity
Incentive
Plan
Awards Number of Securities Underlying Unexercised Unearned Options
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of Shares or Units of Stock that Have Not Vested (#)
|
|
Number of Shares or Units of Stock that Have Not Vested ($)
|
|
|
Equity Incentive Plan
Awards: Unearned
Shares, Units or
Other Rights That
Have Not Vested (#)
|
|
|
Equity Incentive Plan
Awards: Unearned
Shares, Units or
Other Rights That
Have Not Vested ($)(2)
|
|||||||||||||
Anthony DeChellis
|
—
|
|
|
125,628
|
|
|
—
|
|
|
$
|
12.70
|
|
|
11/26/2028
|
|
59,055
|
|
|
$
|
624,211
|
|
(10)
|
|
—
|
|
|
|
$
|
—
|
|
||
|
—
|
|
|
|
|
391,850
|
|
(11
|
)
|
$
|
12.70
|
|
|
11/26/2028
|
|
|
|
|
|
|
—
|
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Clayton G. Deutsch
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
6,918
|
|
(7)
|
|
73,123
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
20,165
|
|
(8)
|
|
213,144
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
|
51,863
|
|
(9)
|
|
548,192
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
David J. Kaye
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8,675
|
|
|
91,695
|
|
(3)
|
|
13,012
|
|
(7)
|
|
137,537
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
7,789
|
|
|
82,330
|
|
(4)
|
|
11,683
|
|
(8)
|
|
123,489
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
11,263
|
|
|
119,050
|
|
(5)
|
|
18,585
|
|
(9)
|
|
196,443
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Corey A. Griffin
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8,675
|
|
|
91,695
|
|
(3)
|
|
13,012
|
|
(7)
|
|
137,537
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
9,774
|
|
|
103,311
|
|
(4)
|
|
14,661
|
|
(8)
|
|
154,967
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
14,134
|
|
|
147,857
|
|
(5)
|
|
23,321
|
|
(9)
|
|
246,503
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
22,131
|
|
|
512,940
|
|
(6)
|
|
—
|
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Jacqueline S. Shoback
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
8,675
|
|
|
91,695
|
|
(3)
|
|
13,012
|
|
(7)
|
|
137,537
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
5,498
|
|
|
58,114
|
|
(4)
|
|
8,247
|
|
(8)
|
|
87,171
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
7,951
|
|
|
84,042
|
|
(5)
|
|
13,119
|
|
(9)
|
|
138,668
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Steven M. Gaven
|
5
|
|
|
—
|
|
|
—
|
|
|
9.05
|
|
|
5/15/2022
|
|
4,880
|
|
|
51,582
|
|
(3)
|
|
7,319
|
|
(7)
|
|
77,362
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
1,680
|
|
|
17,758
|
|
(4)
|
|
1,680
|
|
(8)
|
|
17,758
|
|
|||||
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
2,208
|
|
|
23,339
|
|
(5)
|
|
2,429
|
|
(9)
|
|
25,675
|
|
|
|
|
|
(1)
|
All securities issued under the Company’s 2004 Stock Option and Incentive Plan or the Company’s 2009 Plan, other than the awards made to Mr. DeChellis in 2018, which were granted under the 2010 Inducement Plan.
|
|
|
(2)
|
The market value is based on the closing price of the Company’s common stock on December 31, 2018 of $10.57 multiplied by the applicable number of shares/units of restricted stock or performance shares/units.
|
|
|
(3)
|
This award vests on May 15, 2021.
|
|
|
(4)
|
This award vests on May 13, 2020.
|
|
|
(5)
|
This award vests on May 15, 2019.
|
|
|
(6)
|
This award is a matching restricted award that will vest over a six year period beginning in year four to the extent that Mr. Griffin purchases an equal number of shares of Company stock over the period. The vest date for this award was extended by one year by the Compensation, Governance and Executive Committee due to the Company's trading window being closed and Mr. Griffin’s inability to purchase shares during a closed window.
|
|
|
Name
|
|
Number of Shares Acquired on Exercise
# (1)
|
|
Value Realized on Exercise
$
|
|
Number of Shares Acquired on Vesting
# (1) (2)
|
|
Value Realized on Vesting
$ (2)
|
||||||
Clayton G. Deutsch
|
|
—
|
|
|
$
|
—
|
|
|
82,171
|
|
|
$
|
1,065,639
|
|
David J. Kaye
|
|
—
|
|
|
—
|
|
|
10,178
|
|
|
168,955
|
|
||
Corey A. Griffin
|
|
—
|
|
|
—
|
|
|
20,639
|
|
|
311,614
|
|
||
Jacqueline S. Shoback
|
|
—
|
|
|
—
|
|
|
28,775
|
|
|
434,086
|
|
||
Steven M. Gaven
|
|
—
|
|
|
—
|
|
|
1,217
|
|
|
20,202
|
|
||
|
|
|
|
|
|
|
|
|
•
|
subject to his execution of a release of claims in favor of the Company, an amount equal to two times the sum of his then current base salary and target annual bonus (or, if such target annual bonus has not been established, an amount equal to the target annual bonus for the immediately preceding year), paid out in substantially equal installments in accordance with the Company’s payroll practice over 18 months;
|
•
|
subject to his co-payment of premium amounts at the active employees’ rate, continued group health, dental and vision coverage under the Company’s benefit plans for a period of up to 18 months; and
|
•
|
acceleration of any equity awards that will vest in accordance with the terms of their respective award agreements.
|
•
|
subject to his execution of a release of claims in favor of the Company within 60 days of his termination, a lump sum payment equal to two times the sum of his then current base salary (or his base salary in effect immediately prior to the change in control, if higher) plus his then current target annual bonus (or his target annual bonus in effect immediately prior to the change in control, if higher);
|
•
|
acceleration of any equity awards that will vest in accordance with the terms of their respective award agreements; and
|
•
|
a monthly cash payment for 18 months, or his COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to Mr. DeChellis if he had remained employed by the Company.
|
•
|
a lump-sum cash severance payment equal to 2.5 times his annual compensation (sum of base salary and average bonus payments for the three most recent taxable years preceding termination);
|
•
|
a pro-rated bonus for the fiscal year in which the termination occurs; and
|
•
|
accelerated vesting of all outstanding, unvested stock option and stock awards.
|
Name
|
|
Payment/Benefit
|
|
Termination without Cause/for Good Reason (1)
|
|
Termination due to death or disability (5)
|
|
Change-in-Control (no termination)
|
|
Termination without Cause/for Good Reason in connection with a Change-in-Control (6)
|
||||||||
Anthony DeChellis
|
|
Cash Severance
|
|
$
|
2,800,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,800,000
|
|
|
Pro-Rated Bonus
|
|
$
|
—
|
|
|
$
|
700,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Accelerated Vesting of Equity (2), (4)
|
|
$
|
624,211
|
|
|
$
|
624,211
|
|
|
$
|
—
|
|
|
$
|
624,211
|
|
|
|
Benefits (3)
|
|
$
|
21,111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,111
|
|
|
|
Fringe Benefits (maximum annual cap)
|
|
$
|
20,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
|
Total
|
|
$
|
3,465,322
|
|
|
$
|
1,324,211
|
|
|
$
|
—
|
|
|
$
|
3,465,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Clayton G. Deutsch
|
|
Cash Severance
|
|
$
|
3,037,500
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,037,500
|
|
|
Pro-Rated Bonus
|
|
—
|
|
|
843,750
|
|
|
—
|
|
|
—
|
|
|||||
|
Accelerated Vesting of Equity (2)
|
|
982,404
|
|
|
1,333,272
|
|
|
—
|
|
|
1,333,272
|
|
|||||
|
Benefits (3)
|
|
30,763
|
|
|
—
|
|
|
—
|
|
|
30,763
|
|
|||||
|
Fringe Benefits (maximum annual cap)
|
|
65,000
|
|
|
—
|
|
|
—
|
|
|
65,000
|
|
|||||
|
Total
|
|
$
|
4,115,667
|
|
|
$
|
2,177,022
|
|
|
$
|
—
|
|
|
$
|
4,466,535
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
David J. Kaye
|
|
Cash Severance
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,946,875
|
|
|
Pro-Rated Bonus
|
|
240,000
|
|
|
—
|
|
|
—
|
|
|
240,000
|
|
|||||
|
Accelerated Vesting of Equity (2), (4)
|
|
419,668
|
|
|
544,876
|
|
|
—
|
|
|
544,879
|
|
|||||
|
Benefits (3)
|
|
22,304
|
|
|
—
|
|
|
—
|
|
|
55,760
|
|
|||||
|
Fringe Benefits (maximum annual cap)
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
20,000
|
|
|||||
|
Total
|
|
$
|
1,101,972
|
|
|
$
|
544,876
|
|
|
$
|
—
|
|
|
$
|
2,807,514
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Corey A. Griffin
|
|
Cash Severance
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pro-Rated Bonus
|
|
240,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Accelerated Vesting of Equity (2), (4)
|
|
638,407
|
|
|
887,004
|
|
|
—
|
|
|
887,004
|
|
|||||
|
Benefits (3)
|
|
22,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Fringe Benefits (maximum annual cap)
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
1,320,630
|
|
|
$
|
887,004
|
|
|
$
|
—
|
|
|
$
|
887,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Jacqueline S. Shoback
|
|
Cash Severance
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pro-Rated Bonus
|
|
240,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Accelerated Vesting of Equity (2), (4)
|
|
310,290
|
|
|
420,022
|
|
|
—
|
|
|
420,022
|
|
|||||
|
Benefits (3)
|
|
22,304
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Fringe Benefits (maximum annual cap)
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
992,594
|
|
|
$
|
420,022
|
|
|
$
|
—
|
|
|
$
|
420,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven M. Gaven
|
|
Cash Severance
|
|
$
|
300,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Pro-Rated Bonus
|
|
186,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Accelerated Vesting of Equity (1), (4)
|
|
86,943
|
|
|
138,835
|
|
|
—
|
|
|
138,835
|
|
|||||
|
Benefits (3)
|
|
22,223
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Fringe Benefits (maximum annual cap)
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
Total
|
|
$
|
615,166
|
|
|
$
|
138,835
|
|
|
$
|
—
|
|
|
$
|
138,835
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts in this column reflect payments due Mr. Deutsch and Mr. DeChellis per their Employment Agreements, payments due Mr. Kaye per his change-in-control agreement and the Executive Severance Plan and payments due all other NEOs as per the Executive Severance Plan.
|
(2)
|
In the event of a change-in-control with no termination all outstanding non-vested grants of time-based restricted stock would vest if the acquiring company elected not to assume or replace the outstanding grants, and all performance shares/units would vest pro-rata based on the number of days from the grant date to the date of the change-in-control.
|
(3)
|
Health and dental continuation calculated using premium rates at January 1, 2019.
|
(4)
|
Performance shares/units pro-rated based on grant date for each performance/vesting cycle. Time-based restricted stock/units are pro-rated (not fully accelerated) upon termination without cause/for good reason and fully accelerated in a change-in-control termination assuming grants not assumed or replaced.
|
(5)
|
In the event of termination due to death, the equity awards for all NEOs except for Mr. DeChellis and Mr. Deutsch will vest on a pro-rata basis for all performance based awards. Mr. DeChellis and Mr. Deutsch’s equity awards will fully vest per their employment agreements.
|
(6)
|
Triggering termination of employment includes a termination in connection with a “terminating event,” as defined in the applicable change-in-control agreement for Mr. Kaye.
|
•
|
the annual total compensation of the "median employee" of our Company (other than Mr. Deutsch) was $95,985; and
|
•
|
the annual total compensation of Mr. Deutsch, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $2,367,370.
|
•
|
We determined that, as of October 15, 2018, our employee population, including employees of our consolidated affiliates, consisted of approximately 893 individuals with all of these individuals located in the United States. This population consisted of our full-time, part-time, and temporary employees. We excluded from our employee population any independent contractors or similar workers compensated by an unaffiliated third party who performed services for us during 2018. We also excluded any employee whose employment terminated prior to October 15, 2018.
|
•
|
We selected October 15, 2018 as the date upon which we would identify the "median employee" because this date provided a sufficient amount of data and time to allow us to make such identification in a reasonably efficient manner. This date also is consistent with the October 15, 2017 date we used to identify the "median employee" for our 2017 CEO pay ratio disclosure.
|
•
|
To identify the “median employee” from our employee population, we compared the amount of salary, wages, tips and overtime pay of our employees as reflected in our payroll records maintained for reporting to the Internal Revenue Service on Form W-2 for 2018. For employees whose compensation is listed on Form K-1 rather than on Form W-2, we compared the amount of base and bonus compensation payments as reflected in our payroll records maintained for reporting to the Internal Revenue Service on Form K-1 for 2018. However, for these employees we excluded any reported profits interest distributions since we attributed these distributions to ownership dividends rather than compensation.
|
•
|
In making this determination, we annualized the compensation of approximately 133 full-time employees who were hired in 2018 but did not work for us for the entire fiscal year. We did not annualize the salary for employees on leave during a portion on 2018 because we estimated the difference between actual pay and annualized pay for these employees to be minimal.
|
•
|
We identified our "median employee" using this compensation measure, which was consistently applied to all of our employees included in the calculation. Because all of our employees are located in the United States, as is Mr. Deutsch, we did not make any cost-of-living adjustments in identifying the "median employee."
|
•
|
Once we identified our "median employee," we combined all of the elements of such employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $95,985. The difference between such employee’s salary, wages, tips and overtime pay and the employee’s annual total compensation represented the estimated value of the following benefits: company matching contributions to participants in our Section 401(k) employee savings plan, company-provided gift cards, payment for accrued and unused vacation time and wellness benefits.
|
•
|
With respect to the annual total compensation of Mr. Deutsch, we used the amount reported in the "Total" column of our 2018 Summary Compensation Table included in this Proxy Statement.
|
Name and Principal Position
|
|
Fees
Earned
or Paid in Cash
($)
|
|
Stock
Awards
($) (8)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Change in
Pension
Value and
NQ Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
($)
|
|
Total ($)
|
|||||||||||||||
Board of Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Mark F.
Furlong
|
|
$
|
60,000
|
|
|
$
|
60,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
120,000
|
|
|
Joseph C. Guyaux
|
|
60,000
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,000
|
|
||||||||
Deborah F. Kuenstner
|
|
70,000
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,000
|
|
||||||||
Gloria C. Larson
|
|
60,000
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,000
|
|
||||||||
John Morton III (1)
|
|
30,000
|
|
|
30,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,000
|
|
||||||||
Daniel P. Nolan (2)
|
|
65,000
|
|
(3
|
)
|
60,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
|||||||
Kimberly S. Stevenson
|
|
70,000
|
|
(4
|
)
|
60,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,000
|
|
|||||||
Luis Antonio Ubiñas
|
|
65,000
|
|
|
60,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
||||||||
Donna Wells (5)
|
|
17,697
|
|
|
17,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,394
|
|
||||||||
Stephen M. Waters (6)
|
|
85,000
|
|
|
85,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170,000
|
|
||||||||
Lizabeth H. Zlatkus
|
|
70,000
|
|
(7
|
)
|
60,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
130,000
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
On April 18, 2018, Mr. Morton retired from the Board of Directors of the Company.
|
(2)
|
On February 14, 2019, Mr. Nolan resigned from the Board of Directors of the Company.
|
(3)
|
Mr. Nolan has elected to receive the cash portion of his compensation in the form of Company stock.
|
(4)
|
Ms. Stevenson has elected to receive the cash portion of her compensation in the form of Company stock.
|
(5)
|
On February 16, 2018, Ms. Wells resigned from the Board of Directors of the Company.
|
(6)
|
Non-Executive Chair of the Board
|
(7)
|
Ms. Zlatkus has elected to receive $30,000 of her cash compensation in the form of Company stock.
|
(8)
|
Represents the aggregate grant date fair value, computed in accordance with ASC 718, of awards that were granted to our directors in 2018.
|
|
|
2018
|
|
2017
|
|||||
Audit fees (1)
|
|
$
|
1,074,355
|
|
|
$
|
1,134,725
|
|
|
Audit-related fees
|
|
8,750
|
|
|
—
|
|
|||
Tax fees
|
|
—
|
|
—
|
|
—
|
|
||
All other fees
|
|
—
|
|
|
—
|
|
|||
Total fees
|
|
$
|
1,083,105
|
|
|
$
|
1,134,725
|
|
(1)
|
Audit fees for 2018 and 2017 include fees billed, or expected to be billed, for the annual audit and quarterly reviews.
|
|
|
Equity Compensation Plan Information
|
||||||||||
Plan category
|
|
Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
|
|
Weighted
Average
exercise
price of
outstanding
options,
warrants
and rights
|
|
Number of securities
remaining available for
future issuance under
equity compensation
plan (excluding
securities referenced
the first column
|
||||||
|
|
|
|
|
|
|
||||||
Equity compensation plans approved by security holders (1)
|
|
761,811
|
|
(3), (4)
|
|
$
|
6.98
|
|
(5)
|
2,132,759
|
|
(6), (7)
|
Equity compensation plans not approved by security holders (2)
|
|
517,478
|
|
|
|
$
|
12.70
|
|
|
165,230
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total
|
|
1,279,289
|
|
|
|
$
|
5.93
|
|
|
2,297,989
|
|
|
(1)
|
The 2004 Plan, the 2009 Plan, and the ESPP.
|
(2)
|
The Inducement Plan. The Company’s Board of Directors approved the Inducement Plan, which has not been approved by the Company’s shareholders. The purpose of the Inducement Plan is to grant equity awards (stock options, restricted stock, restricted stock units, stock appreciation rights and other stock awards) to new employees as an inducement to join the Company. In November 2018, the Company's Board of Directors approved and adopted an amendment to the Inducement Plan, increasing the maximum number of shares of common stock reserved and available for issuance under the Inducement Plan from 1,245,000 shares to 1,845,000 shares.
|
(3)
|
Does not include purchase rights accruing under the ESPP because the purchase price (and therefore the number of shares to be purchased) will not be determined until the end of the purchase period.
|
(4)
|
Includes 615,834 shares of restricted stock that could be issued if certain performance metrics are met.
|
(5)
|
The weighted average exercise price does not include outstanding performance awards
|
(6)
|
Includes 2,253,889 shares available for future issuances under the 2004 Plan and the 2009 Plan and 494,704 shares available under the ESPP, less the incremental shares discussed above in note (4) to this table.
|
(7)
|
Includes 88,862 shares issued in January 2019 under the ESPP for the July 1 through December 31, 2018 purchase period.
|
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