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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AllianceBernstein Holding LP | NYSE:AB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.51 | -1.54% | 32.62 | 33.0021 | 32.31 | 33.00 | 196,271 | 19:40:56 |
(1)
|
Title of each class of securities to which transaction applies:
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(2)
|
Aggregate number of securities to which transaction applies:
|
(3)
|
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)
|
Proposed maximum aggregate value of transaction:
|
(5)
|
Total fee paid:
|
¨
|
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.
|
(1)
|
Amount Previously Paid:
|
(2)
|
Form, Schedule or Registration Statement No.:
|
(3)
|
Filing Party:
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(4)
|
Date Filed:
|
•
|
consider and approve the AB 2017 Long Term Incentive Plan, an equity compensation plan; and
|
•
|
transact such other business as may properly come before the Special Meeting.
|
|
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Special Meeting Information
|
1
|
Voting Information
|
1
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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting
|
3
|
Information Regarding our Company and AB Holding Units
|
3
|
ITEM 1-COMPANY PROPOSAL TO ADOPT 2017 LONG TERM INCENTIVE PLAN
|
5
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Equity Compensation Plan Information
|
10
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Summary of 2017 Plan
|
11
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Executive Compensation
|
17
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Security Ownership of Certain Beneficial Owners and Management
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36
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Information Incorporated by Reference
|
38
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Appendix A
|
39
|
(i)
|
To listen by webcast, please visit our Investor Relations Internet site at
http://www.abglobal.com/investorrelations
at least 15 minutes prior to the 9:30 a.m. (EDT) scheduled start time of the Special Meeting to download and install any necessary audio software.
|
(ii)
|
To listen by telephone, please dial (866) 556-2265 in the United States or +1 (973) 935-8521 outside the United States at least ten minutes before the 9:30 a.m. (EDT) scheduled start time. The conference ID# is 49629441.
|
•
|
On April 28, 2017, the sole stockholder of the General Partner (“
Stockholder
”) acted by written consent to remove the following nine directors from the Board: Christopher M. Condron, Steven G. Elliott, Deborah S. Hechinger, Weston M. Hicks, Heidi S. Messer, Scott A. Schoen, Lorie A. Slutsky, Joshua A. Weinreich and Peter S. Kraus. Following this action by the Stockholder, Denis Duverne and Mark Pearson remained on the Board.
|
•
|
On April 29, 2017, the Stockholder acted by written consent to elect the following six directors to the Board: Seth P. Bernstein, Ramon de Oliveira, Barbara Fallon-Walsh, Daniel G. Kaye, Anders Malmström and Robert B. Zoellick. These six directors joined Denis Duverne and Mark Pearson on the eight-member Board. Mr. Zoellick was named Chairman of the Board.
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Quarters Ended 2016
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|
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||||||||||||||||
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Dec.
31
|
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Sep.
30
|
|
Jun.
30
|
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Mar.
31
|
|
Total
|
||||||||||
Cash distributions per AB Unit
(1)
|
$
|
0.73
|
|
|
$
|
0.51
|
|
|
$
|
0.46
|
|
|
$
|
0.45
|
|
|
$
|
2.15
|
|
Cash distributions per AB Holding Unit
(1)
|
$
|
0.67
|
|
|
$
|
0.45
|
|
|
$
|
0.40
|
|
|
$
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0.40
|
|
|
$
|
1.92
|
|
AB Holding Unit prices:
|
|
|
|
|
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|
|
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||||||||||
High
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$
|
24.10
|
|
|
$
|
24.69
|
|
|
$
|
24.65
|
|
|
$
|
23.98
|
|
|
|
||
Low
|
$
|
20.75
|
|
|
$
|
21.29
|
|
|
$
|
21.49
|
|
|
$
|
16.11
|
|
|
|
|
Quarters Ended 2015
|
|
|
||||||||||||||||
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Dec.
31
|
|
Sep.
30
|
|
Jun.
30
|
|
Mar.
31
|
|
Total
|
||||||||||
Cash distributions per AB Unit
(1)
|
$
|
0.56
|
|
|
$
|
0.50
|
|
|
$
|
0.54
|
|
|
$
|
0.51
|
|
|
$
|
2.11
|
|
Cash distributions per AB Holding Unit
(1)
|
$
|
0.50
|
|
|
$
|
0.43
|
|
|
$
|
0.48
|
|
|
$
|
0.45
|
|
|
$
|
1.86
|
|
AB Holding Unit prices:
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
27.70
|
|
|
$
|
30.07
|
|
|
$
|
32.74
|
|
|
$
|
31.00
|
|
|
|
||
Low
|
$
|
21.23
|
|
|
$
|
22.00
|
|
|
$
|
28.79
|
|
|
$
|
24.04
|
|
|
|
(1)
|
Declared and paid during the following quarter.
|
•
|
Vesting:
Restricted AB Holding Unit awards generally have vested over four years and we anticipate that future awards will have the same vesting period, although we may change our practice regarding vesting in response to competitive market conditions, which practices could include performance-based vesting awards. Also, with certain exceptions specified in the 2017 Plan, AB Holding Unit awards must vest over at least three years and no more than 50% of an AB Holding Unit award may vest in year one.
|
•
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Re-pricing:
The 2017 Plan prohibits re-pricing of options.
|
•
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Exercise Price:
The 2017 Plan prohibits granting awards of options with an exercise price less than the fair market value of an AB Holding Unit on the award date.
|
•
|
Evergreen Provision:
The 2017 Plan does not include an “evergreen” provision
(i.e.,
a provision for automatic increases in the amount of equity issuable under a plan, based on a pre-established formula)
.
|
•
|
AB Holding Units and AllianceBernstein Units represent interests in the same underlying business on a one-to-one basis.
AB Holding’s only activities consist of owning AllianceBernstein Units and engaging in related activities, and its principal source of income and cash flow is attributable to its investment in AllianceBernstein Units.
|
•
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Only the 30 million newly-issued AB Holding Units would be dilutive in nature.
As noted above, the 2017 Plan, if approved, would permit us to award 30 million newly-issued AB Holding Units within the aggregate 60 million AB Holding Units with respect to which we seek Unitholder approval. The 30 million newly-issued AB Holding Units available for grant under the 2017 Plan, if utilized, would be dilutive and should be included in any dilution calculation. However, as noted above, to the extent that we award reacquired AB Holding Units (generally through open market purchases), we are simply re-using AB Holding Units that are already outstanding and, as such, this will not result in dilution. Set forth below is an example of how this might operate (we have used round numbers for convenience; please note that our actual awards under the 2010 Plan in 2016 totaled 7.0 million AB Holding Units):
|
|
Year 1
|
Year 2
|
Year 3
|
Year 4
|
Year 5
|
Year 6
|
AllianceBernstein Units Outstanding at the Beginning of the Year
|
265,000,000
|
270,000,000
|
275,000,000
|
280,000,000
|
285,000,000
|
290,000,000
|
Total 2017 Plan Awards (newly-issued and reacquired AB Holding Units)
|
10,000,000
|
10,000,000
|
10,000,000
|
10,000,000
|
10,000,000
|
10,000,000
|
AB Holding Units Reacquired and Used to Make Awards
|
(5,000,000)
|
(5,000,000)
|
(5,000,000)
|
(5,000,000)
|
(5,000,000)
|
(5,000,000)
|
AllianceBernstein Units Outstanding at Year End
|
270,000,000
|
275,000,000
|
280,000,000
|
285,000,000
|
290,000,000
|
295,000,000
|
•
|
In calculating the maximum potential dilution from the 2017 Plan, we have excluded AB Holding Units available for grant under the 2010 Plan.
We have drafted the 2017 Plan to provide that any awards granted under the 2010 Plan after the effective date of the 2017 Plan will reduce the number of AB Holding Units available for grant under the 2017 Plan. Accordingly, we do not believe it would be appropriate to count as “overhang” the AB Holding Units that remain available for grant under the 2010 Plan, except for 500,000 AB Holding Units that we may award between August 8, 2017 (the record date for the Special Meeting) and the effective date of the 2017 Plan. As of August 8, 2017, there were 5,129,610 AB Holding Units available for grant under the 2010 Plan, all of which (except for the 500,000 AB Holding Units described in the previous sentence) should be excluded from any dilution calculation.
|
•
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In calculating the maximum potential dilution from the 2017 Plan, we have excluded certain outstanding option awards.
As of August 8, 2017, there were 3,989,494 outstanding options that we previously awarded to eligible employees and/or non-management directors. Of these options, 2,427,527 were out-of-the-money as of that date. Given the expected ten-year duration of the 2017 Plan and the possible increase in AB Holding Unit price over those years, we do not believe excluding all of these out-of-the-money options from a dilution calculation would be appropriate. However, we do believe that excluding the 1,978,894 options set forth in the following table is reasonable considering the extent to which the value of AB Holding Units must increase prior to the upcoming expiration dates of these options in order for the options to be in-the-money prior to their expiration. The following table illustrates the extent to which the value of an AB Holding Unit must increase compared to the closing price of an AB Holding Unit on August 8, 2017 ($24.70) for certain outstanding options to be considered “in-the-money”:
|
Award Date
|
Exercise Price
|
Expiration Date
|
Outstanding Options
|
Approximate Required AB Appreciation
|
|||
December 7, 2007
|
|
$80.46
|
|
December 7, 2017
|
456,786
|
326
|
%
|
January 25, 2007
|
|
$90.65
|
|
January 26, 2018
|
713,094
|
368
|
%
|
May 13, 2008
|
|
$64.24
|
|
May 13, 2018
|
13,825
|
261
|
%
|
December 7, 2007
|
|
$80.46
|
|
December 7, 2018
|
795,189
|
326
|
%
|
Total Options
|
|
|
1,978,894
|
|
Numerator calculation:
|
|
AB Holding Units available for grant
|
60,000,000
|
AB Holding Units that must be reacquired in order to be awarded
|
(30,000,000)
|
Outstanding options
|
3,989,494
|
AB Holding Units we may award under the 2010 Plan prior to the effective date of the 2017 Plan
|
500,000
|
Significantly out-of-the-money options
|
(1,978,894)
|
Numerator
|
32,510,600
|
Denominator calculation:
|
|
Numerator
|
32,510,600
|
AllianceBernstein Units outstanding
|
265,450,261
|
Denominator
|
297,960,861
|
|
|
Dilution
|
10.9%
|
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
(1)
|
|||||||
Equity compensation plans approved by security holders
|
|
5,085,043
|
|
|
|
$
|
49.45
|
|
|
|
7,698,253
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Total
|
|
5,085,043
|
|
|
|
$
|
49.45
|
|
|
|
7,698,253
|
|
|
(1)
|
All AB Holding Units remaining available for future issuance will be issued pursuant to the 2010 Plan.
|
•
|
attracting and retaining talented officers, employees and directors;
|
•
|
motivating such officers, employees and directors by means of performance-related incentives to achieve longer-range business and operational goals;
|
•
|
enabling such officers, employees and directors to participate in the long-term growth and financial success of our Company; and
|
•
|
aligning the interests of such officers, employees and directors with those of AB Holding Unitholders.
|
•
|
the number of AB Holding Units or other securities of the Partnerships (or the number and kind of other securities or property) with respect to which awards may be granted under the 2017 Plan;
|
•
|
the number of AB Holding Units or other securities of the Partnerships (or the number and kind of other securities or property) subject to outstanding awards; and
|
•
|
the exercise or purchase price with respect to any award; or
|
•
|
if deemed appropriate, make provision for a cash payment to the holder of an outstanding award.
|
•
|
the consummation of any merger or consolidation of either Partnership in which such Partnership is not the continuing or surviving entity;
|
•
|
any transaction that results in the acquisition of all or substantially all of the outstanding AB Holding Units by a single person or entity or by a group of persons and/or entities acting in concert; or
|
•
|
the sale or transfer of all or substantially all of either Partnership’s assets,
|
•
|
the continuation or assumption of the awards by either Partnership (or the successor or surviving entity);
|
•
|
the substitution for such awards by the successor or surviving entity with equity-based awards with substantially the same terms and economic value;
|
•
|
the acceleration prior to the closing of such acquisition event of the vesting and exercisability of any such awards that are options or other AB Holding Unit-based awards, and the expiration of such awards to the extent not timely exercised by a participant prior to the closing or such other earlier time determined by the Compensation Committee, after reasonable advance written notice to the participant; and/or
|
•
|
the cancellation of all or any portion of the awards in exchange for a cash payment on such terms and conditions as determined by the Compensation Committee, the amount of which payment may be zero in the case of any option that is “out-of-the-money” (
i.e.,
that has an exercise price that exceeds the fair value of the AB Holding Units subject to such option).
|
•
|
to increase the aggregate number of AB Holding Units that may be issued under the 2017 Plan (except under limited circumstances as described in the 2017 Plan);
|
•
|
change the maximum term of any option;
|
•
|
extend the period during which new awards may be granted under the 2017 Plan;
|
•
|
expand the types of awards available under the 2017 Plan;
|
•
|
materially expand the class of officers, employees or directors eligible to participate in the 2017 Plan;
|
•
|
alter any 2017 Plan language regarding re-pricing; or
|
•
|
if such approval is necessary to comply with any tax or regulatory requirement for which or with which the Compensation Committee deems it necessary or desirable to qualify or comply.
|
•
|
restricted AB Holding Units or phantom restricted AB Holding Units (a “phantom” award is a contractual right to receive AB Holding Units at a later date or upon a specified event);
|
•
|
options to buy AB Holding Units; and
|
•
|
other AB Holding Unit-based awards (including, without limitation, AB Holding Unit appreciation rights and performance awards).
|
•
|
Restricted AB Holding Units and Phantom Restricted AB Holding Units.
|
•
|
General.
Subject to the terms of the 2017 Plan, the Compensation Committee generally will have the sole and complete authority to determine the recipients (other than non-management directors) to whom restricted AB Holding Units and phantom restricted AB Holding Units will be granted, the number of such AB Holding Units to be granted to each recipient, the duration of the period during which, and the conditions under which, the AB Holding Units vest, are distributed and may be forfeited to us, and the other terms and conditions of such awards, including whether to accelerate the vesting of an award in connection with an acquisition event, a qualifying termination of employment or any other event or circumstance that the Compensation Committee determines to be appropriate.
|
•
|
Vesting.
Except for restrictions applicable to non-routine awards (
e.g.
, awards for recruitment, severance or retirement) and substitute awards, restrictions applicable to awards of restricted AB Holding Units and/or phantom restricted AB Holding Units that are purely service-based will lapse over a period of not less than three years (whether such lapse occurs ratably or otherwise, so long as such restrictions lapse by no more than 50% in the first year), except upon a termination due to death, “disability” or “retirement” (as such terms are defined in the applicable award agreement), or to the extent provided in connection with an acquisition event described above, unless (i) the grant of an award (or acceleration of the lapse of restrictions applicable to an outstanding award) is authorized by the Compensation Committee or the Board and (ii) the cumulative number of AB Holding Units subject to such awards does not exceed 5% of the number of AB Holding Units available for grant under the 2017 Plan. In addition, service after termination may also be included for purposes of vesting where such service credit is conditioned on compliance with restrictive covenants or a standard of conduct involving an appropriate consideration of risk.
|
•
|
Transfer Restrictions.
Restricted AB Holding Units and phantom restricted AB Holding Units generally may not be sold, assigned, transferred, pledged or otherwise encumbered, except as provided in the 2017 Plan or the applicable award agreement.
|
•
|
Payment.
Any phantom restricted AB Holding Unit will have a value equal to the fair market value of an AB Holding Unit. Phantom restricted AB Holding Units will be paid in AB Holding Units, other securities, cash or other property, as determined in the sole discretion of the Compensation Committee, upon the lapse of the applicable restrictions, or otherwise in accordance with the applicable award agreement.
|
•
|
Termination of Employment.
Except as otherwise provided in the applicable award agreement or as determined by the Compensation Committee at grant or (if no rights of the participant are adversely affected) thereafter, subject to the terms of the 2017 Plan, upon termination of a participant’s employment or service for any reason during the relevant restriction period, all awards of restricted AB Holding Units and phantom restricted AB Holding Units still subject to restriction will vest, be settled or be forfeited in accordance with the terms and conditions established by the Compensation Committee at grant or (if no rights of the participant are adversely affected) thereafter.
|
•
|
Options.
|
•
|
General.
Subject to the terms of the 2017 Plan, the Compensation Committee will generally have sole and complete authority to determine the recipients of option awards (other than non-management directors) and, with respect to each option, the number of AB Holding Units to be covered by such option, the exercise price of such option and the conditions and limitations applicable to the exercise of such option, including whether to accelerate the vesting of an option award in connection with an acquisition event, a qualifying termination of employment or any other event or circumstance that the Compensation Committee determines to be appropriate. The Compensation Committee may impose such conditions with respect to the exercise of options, including without limitation, any relating to the application of federal or state securities laws, as it may deem necessary or advisable.
|
•
|
Exercise.
The exercise price of an option will be not less than the closing price of an AB Holding Unit on the date the option is granted. The rate at which an option will become initially exercisable will be specified in the applicable award agreement. The right to exercise an option will be cumulative, so that to the extent that an option is not exercised when it becomes initially exercisable, it will be exercisable at any time thereafter until the expiration of the term of the option.
|
•
|
Maximum Term.
No option will be exercisable after ten (10) years from the date of grant.
|
•
|
Prohibition on Re-Pricing.
Other than in connection with an event described above under “Adjustments” or “Acquisition Events”, in the absence of approval by AB Holding Unitholders, neither the Board nor the Compensation Committee will be permitted to:
|
•
|
lower the exercise price per AB Holding Unit of an option after it is granted;
|
•
|
cancel an option when the exercise price per AB Holding Unit exceeds the fair market value of the underlying AB Holding Units in exchange for cash or another award (other than in connection with substitute awards); or
|
•
|
take any other action with respect to an option that may be treated as a re-pricing under the rules and regulations of the NYSE or other applicable stock exchange upon which the AB Holding Units are then listed.
|
•
|
Termination of Employment.
Except as otherwise provided in the applicable award agreement or as determined by the Compensation Committee at grant or (if no rights of the participant are adversely affected) thereafter, subject to the terms of the 2017 Plan, upon termination of a participant’s employment or service for any reason prior to having exercised his or her options, all unexercised option awards will vest or be forfeited in accordance with the terms and conditions established by the Compensation Committee at grant or (if no rights of the participant are adversely affected) thereafter.
|
|
|
|
Dollar Value of Restricted AB Holding Units ($)
|
|
Number of Restricted AB Holding Units
|
|
Dollar Value of AB Holding Unit Options
($)
|
|
Number of AB Holding Unit Options
|
|
||||||||
Peter S. Kraus
(1)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Chairman and CEO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
James A. Gingrich
|
|
|
3,260,000
|
|
|
|
140,517
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Robert P. van Brugge
|
|
|
1,610,000
|
|
|
|
69,397
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Chairman and CEO of SCB LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Laurence E. Cranch
|
|
|
610,000
|
|
|
|
26,293
|
|
|
|
—
|
|
|
|
—
|
|
|
|
General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
John C. Weisenseel
|
|
|
672,500
|
|
|
|
28,987
|
|
|
|
—
|
|
|
|
—
|
|
|
|
CFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Executive Group
(2)
|
|
|
6,692,500
|
|
|
|
288,470
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Non-Executive Director Group
(3)
|
|
|
1,050,000
|
|
|
|
46,382
|
|
|
|
150,000
|
|
|
|
54,546
|
|
|
|
Non-Executive Employee Group
|
|
|
155,985,811
|
|
|
|
6,750,630
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1)
|
Mr. Kraus’s tenure as Chairman and CEO of AB ended on April 28, 2017.
|
(2)
|
Includes the award information relating to the named executive officers set forth in the table, Kate C. Burke, our Head of Human Capital and Chief Talent Officer, and Edward J. Farrell, our Controller and Chief Accounting Officer.
|
(3)
|
Represents awards granted during 2016 to our independent directors at that time. In May 2017, our current independent directors were granted a total of 21,177 restricted AB Holding Units with a grant date value of $450,000. Additionally, our current Chairman was awarded 20,000 restricted AB Holding Units with a grant date value of $425,000.
|
Chief Executive Officer (“
CEO
”)
|
Peter S. Kraus
|
Chief Financial Officer (“
CFO
”)
|
John C. Weisenseel
|
Three other most highly-compensated executive officers
|
James A. Gingrich, Chief Operating Officer
Robert P. van Brugge, Chairman and CEO of Bernstein Research Services Laurence E. Cranch, General Counsel
|
•
|
attract, motivate and retain highly-qualified executive talent;
|
•
|
reward prior year performance;
|
•
|
incentivize future performance;
|
•
|
recognize and support outstanding individual performance and behaviors that demonstrate and foster our firm’s culture of "Relentless Ingenuity", which includes the core competencies of relentlessness, ingeniousness, collaboration and accountability; and
|
•
|
align our executives’ long-term interests with those of our Unitholders and clients.
|
•
|
Adjusted employee compensation and benefits expense
is our total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals, and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments.
|
•
|
Adjusted net revenues
(
see our discussion of “Management Operating Metrics” in Item 7
)
exclude investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments. In addition, adjusted net revenues offset distribution-related payments to third parties as well as amortization of deferred sales commissions against distribution revenues. We also exclude from adjusted net revenues additional pass-through expenses we incur (primarily through our transfer agent) that are reimbursed and recorded as fees in revenues. Additionally, adjusted net revenues, effective January 1, 2016, as a result of our having adopted a new accounting standard (
see Note 2 to AB's consolidated financial statements in Item 8),
reflect the fact that we account for
our consolidated venture capital fund in the same manner as our other consolidated VIEs. Specifically, we adjust for the revenue impact of consolidating VIEs by eliminating the consolidated VIEs' revenues and including AB's fees from such VIEs and AB's investment gains and losses on its investments in such VIEs that were eliminated in consolidation. Also, we excluded from adjusted net revenues a gain of $75.3 million we realized in the first quarter of 2016 resulting from the liquidation of an investment in Jasper Wireless Technologies, Inc., which was acquired by Cisco Systems, Inc., because it was not part of our core operating results.
|
Net Revenues
|
$
|
3,028,779
|
|
Adjustments (
see above
)
|
(559,465
|
)
|
|
Adjusted Net Revenues
|
$
|
2,469,314
|
|
|
|
||
Employee Compensation & Benefits Expense
|
$
|
1,229,721
|
|
Adjustments (
see above
)
|
(31,122
|
)
|
|
Adjusted Employee Compensation & Benefits Expense
|
$
|
1,198,599
|
|
Adjusted Compensation Ratio
|
48.5
|
%
|
Bank of America Merrill Lynch
|
Barclays Capital Group
|
Citigroup Inc.
|
Credit Suisse Group AG
|
Deutsche Bank AG
|
Eaton Vance Corp.
|
Franklin Resources, Inc.
|
Goldman Sachs Group, Inc.
|
Goldman Sachs Asset Management, L.P.
|
Invesco Ltd.
|
JPMorgan Chase & Co.
|
JPMorgan Asset Management Inc.
|
Legg Mason, Inc.
|
MFS Investment Management
|
Morgan Stanley
|
Morgan Stanley Investment Management Inc.
|
Neuberger Berman LLC
|
Oppenheimer Funds Distributor, Inc.
|
PIMCO LLC
|
Prudential Investments
|
T. Rowe Price Group, Inc.
|
TIAA Group
|
UBS AG
|
The Vanguard Group, Inc.
|
•
|
the firm’s financial performance in the current year;
|
•
|
the named executive officer's performance compared to individual business and operational goals established at the beginning of the year;
|
•
|
the firm’s strategic and operational considerations;
|
•
|
total compensation awarded to the named executive officer in the previous year;
|
•
|
the increase or decrease in the current year’s total incentive compensation amounts available;
|
•
|
the contribution of the named executive officer to our overall financial results;
|
•
|
the nature, scope and level of responsibilities of the named executive officer;
|
•
|
the named executive officer’s execution of our firm’s culture of Relentless Ingenuity; and
|
•
|
the named executive officer’s management effectiveness, talent development, and adherence to risk management and regulatory compliance.
|
Named Executive Officer
|
2016 Business and Operational Goals
|
2016 Goals Achieved
|
James A. Gingrich
COO
|
1. increase operating efficiency/margins;
2. optimize strategy and sales efforts of Retail, Institutions and Private Wealth;
3. enhance planning and organizational processes;
4. optimize revenue and profitability of Bernstein Research Services;
5. foster a culture of meritocracy, empowerment and accountability among business leaders; and
6. recruit and retain top talent.
|
1. contained operating costs and improved adjusted operating margin;
2. oversaw team acquisitions in alternatives;
3. oversaw organizational and process changes within distribution functions designed to enhance cost structure and efficiencies;
4. helped improve Bernstein Research Services cost structure; and
5. helped recruit new personnel in several key positions.
|
Robert P. van Brugge
Chairman and CEO,
Bernstein Research Services
|
1. optimize revenue and profitability of Bernstein Research Services;
2. further enhance this unit’s research capabilities, trading services and product array;
3. extend this unit’s geographic platform; and
4. attract, motivate and retain top talent.
|
1. increased Bernstein Research Services profitability;
2. achieved excellent results in third-party research and trading surveys;
3. increased the commercial success of our firm's sell-side trading platform; and
4. continued to expand the sell-side business in Asia.
|
Named Executive Officer
|
2016 Business and Operational Goals
|
2016 Goals Achieved
|
Laurence E. Cranch General Counsel
|
1. address new compliance challenges and maintain and improve our firm's good compliance record, including with respect to new regulatory initiatives;
2. improve the level of client service, including through improvements to productivity and efficiency while using existing resources;
3. develop and retain high quality talent by identifying opportunities to promote from within, and promote diversity;
4. manage the firm's legal risk, including by resolving the Philips matter and by proactively managing the firm's activities and relationships to help avoid future litigation and regulatory issues; and
5. manage expenses, including overall compensation expense, and continue to manage outside counsel and other department expenses.
|
1. provided leadership with respect to several significant regulatory developments that required analysis and compliance program development, including particularly the Department of Labor fiduciary duty rules ("
DOL Rules
"), and required strict adherence to our firm's compliance policies and procedures and its fiduciary duties to clients;
2. received positive evaluations from senior business leaders with respect to the performance of the Legal and Compliance Department and implemented changes that made this department more productive and efficient;
3. promoted several individuals from within the department, which has enhanced morale and improved work quality, and recruited high quality talent to fill open positions, in each case while making progress on our goal of improving diversity;
4. settled the Philips litigation, proactively addressed the exposure to liability faced by our firm with respect to litigation brought against 401(k) plan sponsors and their fiduciary advisers, and focused on implementation of the DOL Rules to manage the risks to our firm with respect to possible class action litigation that may be brought as a result of provisions in the rule's best interest contract exemption; and
5. continued to actively manage outside counsel expenses.
|
Named Executive Officer
|
2016 Business and Operational Goals
|
2016 Goals Achieved
|
John C. Weisenseel
CFO
|
1. increase the firm's profitability by controlling expenses; 2. evaluate and support new business development opportunities; 3. manage business funding requirements within the context of the firm’s capital and liquidity;
4. continue to streamline the firm's office footprint;
5. ensure adherence to internal control structure and financial reporting standards;
6. continue communications with the firm's investors and credit rating agencies; and
7. identify and develop the next generation of leaders in the Finance and Administrative Services Departments.
|
1. decreased non-compensation expenses compared to 2015;
2. provided accounting and tax guidance in structuring, integrating and funding business development opportunities;
3. repurchased AB Holding Units to offset earnings per unit dilution, which otherwise would result from employee equity-based compensation awards;
4. secured an additional $200 million credit facility to support short-term liquidity requirements;
5. sub-leased additional space in NY metro and London offices and identified potential office space efficiency strategies for NY headquarters and Hong Kong;
6. enhanced internal financial reporting, including an increased focus on management operating metrics, to provide more useful information to senior management;
7. maintained active discussion with AB's investor community and credit rating agencies and participated in the asset management industry annual CFO roundtable; and
8. implemented several staffing changes in the Finance and Administrative Services Departments, providing better client service within our firm while reducing costs.
|
Affiliated Managers Group, Inc.
|
Ameriprise Financial, Inc.
|
The Bank of New York Mellon Corp.
|
BlackRock Financial Management, Inc.
|
Credit Suisse Asset Management LLC
|
Eaton Vance Corp.
|
Federated Investors, Inc.
|
Franklin Resources, Inc.
|
Invesco Ltd.
|
Janus Capital Group Inc.
|
JPMorgan Asset Management Inc.
|
Lazard Ltd.
|
Legg Mason, Inc.
|
Morgan Stanley
|
Northern Trust Corporation
|
State Street Global Advisors Ltd.
|
T. Rowe Price Group, Inc.
|
|
•
|
personal use of company aircraft (provided he reimburses the company for any incremental cost resulting from such use), and the ability to have family members accompany him on company aircraft when Mr. Kraus travels for business purposes (provided that taxable income is imputed to him for any business flight on which family members are aboard);
|
•
|
personal use of a company car and driver;
|
•
|
following termination of his employment due to death or disability, continued health and welfare benefits (
see note 5 to “Potential Payments upon Termination or Change in Control” table below
for additional information); and
|
•
|
following termination of his employment by AB without cause or by Mr. Kraus for good reason, payments equal to the cost of COBRA coverage for the period for which he is entitled to COBRA.
|
•
|
AXA ceasing to control the management of AB’s business; or
|
•
|
AB Holding ceasing to be publicly traded.
|
|
by AB without cause, where “
cause
” includes, among other things:
|
|
|
•
|
the continued, willful failure by Mr. Kraus to perform substantially his duties with AB after a written demand for substantial performance is delivered to him by the Board;
|
|
•
|
Mr. Kraus’s conviction of, or plea of guilty or
nolo contendere
to, a crime that constitutes a felony;
|
|
•
|
the willful engaging by Mr. Kraus in misconduct that is materially and demonstrably injurious to AB or any of its affiliates;
|
|
•
|
the willful breach by Mr. Kraus of the covenant not to disclose any confidential information pertaining to AB or its affiliates or the covenant not to compete with AB or its affiliates; or
|
|
•
|
Mr. Kraus’s failure to comply with a material written company workplace policy applicable to him, and
|
|
|
|
•
|
by Mr. Kraus for good reason, where “
good reason
” generally includes actions taken by AB resulting in a material negative change in Mr. Kraus’s employment relationship, such as:
|
|
|
•
|
assignment to Mr. Kraus of duties materially inconsistent with his position;
|
|
•
|
any material breach of the Kraus Employment Agreement by AB;
|
|
•
|
a requirement by AB that Mr. Kraus be based at any office or location more than 25 miles commuting distance from company headquarters; or
|
|
•
|
a requirement that Mr. Kraus report to an officer or employee of AB instead of reporting directly to the Board and the CEO of AXA.
|
|
•
|
permitted AB to retain a highly-qualified chief executive officer;
|
|
•
|
aligned Mr. Kraus’s long-term interests with those of AB’s Unitholders and clients;
|
|
•
|
were consistent with AXA’s and the Board’s expectations with respect to the manner in which AB and AB Holding would be operated during Mr. Kraus’s tenure; and
|
|
•
|
were consistent with the Board’s expectations that Mr. Kraus would not be terminated without cause and that no steps would be taken that would provide him with the ability to terminate the agreement for good reason.
|
•
|
determining cash bonuses;
|
•
|
determining contributions and awards under incentive plans or other compensation arrangements (whether qualified or non-qualified) for employees of AB and its subsidiaries, and amending or terminating such plans or arrangements or any welfare benefit plan or arrangement or making recommendations to the Board with respect to adopting any new incentive compensation plan, including equity-based plans;
|
•
|
reviewing and approving the compensation of our CEO, evaluating his performance, and determining and approving his compensation level based on this evaluation; and
|
•
|
reviewing and discussing the CD&A, and recommending to the Board its inclusion in the Partnerships’ Forms 10-K and, when applicable, proxy statements.
|
Name and
Principal Position
|
|
Year
|
|
Salary($)
|
|
Bonus($)
|
|
Stock Awards
(1)(2)
($)
|
|
All Other
Compensation ($)
|
|
Total($)
|
|||||||
Peter S. Kraus
(3)
|
|
2016
|
|
400,000
|
|
|
—
|
|
|
|
—
|
|
|
|
5,954,676
|
|
|
6,354,676
|
|
Chairman and CEO
|
|
2015
|
|
400,000
|
|
|
—
|
|
|
|
—
|
|
|
|
6,544,627
|
|
|
6,944,627
|
|
|
|
2014
|
|
411,539
|
|
|
—
|
|
|
|
—
|
|
|
|
6,374,364
|
|
|
6,785,903
|
|
James A. Gingrich
(4)
|
|
2016
|
|
400,000
|
|
|
3,540,000
|
|
|
|
3,260,000
|
|
|
|
828,361
|
|
|
8,028,361
|
|
Chief Operating Officer
|
|
2015
|
|
400,000
|
|
|
3,940,000
|
|
|
|
3,660,000
|
|
|
|
892,863
|
|
|
8,892,863
|
|
|
|
2014
|
|
415,385
|
|
|
3,940,000
|
|
|
|
3,660,000
|
|
|
|
872,272
|
|
|
8,887,657
|
|
Robert P. van Brugge
|
|
2016
|
|
400,000
|
|
|
1,890,000
|
|
|
|
1,610,000
|
|
|
|
324,696
|
|
|
4,224,696
|
|
Chairman and CEO of SCB LLC
|
|
2015
|
|
400,000
|
|
|
2,040,000
|
|
|
|
1,760,000
|
|
|
|
339,762
|
|
|
4,539,762
|
|
|
|
2014
|
|
415,385
|
|
|
1,940,000
|
|
|
|
1,660,000
|
|
|
|
327,253
|
|
|
4,342,638
|
|
Laurence E. Cranch
(5)
|
|
2016
|
|
400,000
|
|
|
890,000
|
|
|
|
610,000
|
|
|
|
326,556
|
|
|
2,226,556
|
|
General Counsel
|
|
2015
|
|
400,000
|
|
|
915,000
|
|
|
|
635,000
|
|
|
|
334,969
|
|
|
2,284,969
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
John C. Weisenseel
|
|
2016
|
|
375,000
|
|
|
977,500
|
|
|
|
672,500
|
|
|
|
111,505
|
|
|
2,136,505
|
|
CFO
|
|
2015
|
|
375,000
|
|
|
915,000
|
|
|
|
610,000
|
|
|
|
129,559
|
|
|
2,029,559
|
|
|
|
2014
|
|
389,423
|
|
|
800,000
|
|
|
|
500,000
|
|
|
|
135,457
|
|
|
1,824,880
|
|
(1)
|
The figures in the “Stock Awards” column provide the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values,
see Note 17 to AB’s consolidated financial statements in Item 8.
|
(2)
|
See “Grants of Plan-based Awards in 2016” below
for information regarding the 2016 long-term incentive compensation awards granted to our named executive officers.
|
(3)
|
Mr. Kraus’s compensation structure is set forth in the Kraus Employment Agreement, the terms of which are
described above in “Overview of Our CEO’s Compensation”
.
|
(4)
|
On February 13, 2017, the Compensation Committee approved a grant to Mr Gingrich of restricted AB Holding Units with a value of $21 million (based on the average closing price on the NYSE of an AB Holding Unit for the period covering the four trading days immediately preceding the grant date, the grant date and the five trading days immediately following the grant date), in lieu of cash bonus and long-term incentive compensation awards for 2017, 2018 and 2019 for which Mr. Gingrich otherwise would have been eligible under the Incentive Compensation Program; provided, Mr. Gingrich will be eligible to receive at the end of each such year an additional cash bonus, to the extent approved by the Compensation Committee. Mr. Gingrich's restricted AB Holding Units will vest (after which they are no longer subject to forfeiture) ratably on each of December 1, 2017, 2018 and 2019, provided, with respect to each installment, Mr. Gingrich continues to be employed by our firm.
|
(5)
|
We have not provided 2014 compensation for Mr. Cranch because he was not a named executive officer in 2014.
|
Name
|
|
Quarterly Distributions on AB Holding Unit Awards ($)
|
|
Aircraft-related Imputed Income ($)
|
|
Personal Use of Car and Driver
($)
|
|
Contributions to Profit Sharing Plan ($)
|
|
Life Insurance Premiums
($)
|
|
Financial Planning Services
($)
|
||||||||||
Peter S. Kraus
(1)
|
|
5,716,309
|
|
|
39,792
|
|
|
(4)
|
185,325
|
|
|
(5)
|
13,250
|
|
|
—
|
|
|
|
—
|
|
|
James A. Gingrich
(2)
|
|
791,716
|
|
|
—
|
|
|
|
—
|
|
|
|
13,250
|
|
|
1,806
|
|
|
|
21,589
|
|
|
Robert P. van Brugge
|
|
310,816
|
|
|
—
|
|
|
|
—
|
|
|
|
13,250
|
|
|
630
|
|
|
|
—
|
|
|
Laurence E. Cranch
(3)
|
|
308,115
|
|
|
—
|
|
|
|
—
|
|
|
|
13,250
|
|
|
5,191
|
|
|
|
—
|
|
|
John C. Weisenseel
|
|
96,578
|
|
|
—
|
|
|
|
—
|
|
|
|
13,250
|
|
|
1,677
|
|
|
|
—
|
|
|
(1)
|
Includes $2,858,154 paid on AB Holding Units that have not yet vested and $2,858,155 paid on AB Holding Units that have vested but with respect to which delivery has been voluntarily deferred.
|
(2)
|
Includes $692,432 paid on AB Holding Units that have not yet vested and $99,284 paid on AB Holding Units that have vested but with respect to which delivery has been voluntarily deferred.
|
(3)
|
Includes $120,673 paid on AB Holding Units that have not yet vested and $187,442 paid on AB Holding Units that have vested but with respect to which delivery has been voluntarily deferred.
|
(4)
|
We use the Standard Industry Fare Level ("
SIFL
") methodology to calculate the amount to include in the taxable income of named executive officers for the personal use of company-leased aircraft. Using the SIFL methodology, which was approved by the Compensation Committee, limits our ability to deduct the full cost of personal use of company-leased aircraft by our executive officers. Mr. Kraus reimburses AB for any incremental cost resulting from his personal use of company-leased aircraft. However, taxable income is imputed to Mr. Kraus for business flights on which family members are aboard. The figure in the table represents the taxable income for the 12 months ended October 31, 2016 that was imputed to Mr. Kraus. In addition, AB was unable to deduct approximately $826,000 of the cost of company-leased aircraft, representing a tax cost to AB of $7,849, due to the fact that family members accompanied Mr. Kraus on certain trips on company-leased aircraft taken for business purposes.
|
(5)
|
Includes lease costs ($15,423), driver compensation ($145,984) and other car-related costs ($23,918), such as parking, gas, tolls, and repairs and maintenance.
|
Name
|
|
Grant Date
|
|
All Other Stock Awards:
Number of Shares of Stock
or Units (#)
|
|
Grant Date Fair Value
of Stock Awards
(1)
($)
|
||||||
Peter S. Kraus
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
James A. Gingrich
(2)
|
|
12/9/2016
|
|
140,517
|
|
|
|
3,260,000
|
|
|
||
Robert P. van Brugge
(2)
|
|
12/9/2016
|
|
69,397
|
|
|
|
1,610,000
|
|
|
||
Laurence E. Cranch
(2)
|
|
12/9/2016
|
|
26,293
|
|
|
|
610,000
|
|
|
||
John C. Weisenseel
(2)
|
|
12/9/2016
|
|
28,987
|
|
|
|
672,500
|
|
|
(1)
|
This column provides the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values,
see Note 17 to AB's consolidated financial statements in Item 8
.
|
(2)
|
As discussed above in “Overview of 2016 Incentive Compensation Program” and “Compensation Elements for Named Executive Officers—Long-Term Incentive Compensation Awards”
, long-term incentive compensation awards generally are denominated in restricted AB Holding Units. The 2016 long-term incentive compensation awards granted to our named executive officers under the Incentive Compensation Program and the 2010 Plan are shown in the “All Other Stock Awards” column of this table, the “Stock Awards” column of the Summary Compensation Table and the “AB Holding Unit Awards” columns of the Outstanding Equity Awards at 2016 Fiscal Year-End Table.
|
|
|
Option Awards
|
|
AB Holding Unit Awards
|
||||||||||||||||||
Name
|
|
Number of Securities
Underlying Unexercised
Options Exercisable (#)
|
|
Number of Securities Underlying Unexercised Options Unexercisable (#)
|
|
Option Exercise Price ($)
|
|
Option Expiration Date
|
|
Number of Shares
or Units of Stock That
Have Not Vested (#)
|
|
Market
Value of Shares or
Units of
Stock That Have Not Vested
(8)
($)
|
||||||||||
Peter S. Kraus
(1)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,088,821
|
|
|
25,532,848
|
|
James A. Gingrich
(2)(3)
|
|
263,533
|
|
|
|
—
|
|
|
|
17.05
|
|
|
|
1/23/2019
|
|
377,481
|
|
|
8,851,922
|
|
||
Robert P. van Brugge
(4)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
175,804
|
|
|
4,122,594
|
|
Laurence E. Cranch
(5)(6)
|
|
78,348
|
|
|
|
—
|
|
|
|
17.05
|
|
|
|
1/23/2019
|
|
67,406
|
|
|
1,580,662
|
|
||
John C. Weisenseel
(7)
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
64,251
|
|
|
1,506,680
|
|
(1)
|
Subject to accelerated vesting clauses in the Kraus Employment Agreement (
e.g.,
immediate vesting upon a “change in control” of our firm), the June 2012 Grant vests ratably on each of the first five anniversaries of December 19, 2013, commencing December 19, 2014, provided, with respect to each installment, Mr. Kraus continues to be employed by AB on the vesting date. However, Mr. Kraus elected to delay delivery of all of the restricted AB Holding Units until December 19, 2018, the final vesting date, subject to acceleration upon a “change in control” of our firm and certain qualifying events of termination of employment. For further information regarding the restricted AB Holding Units awarded to Mr. Kraus under the Kraus Employment Agreement,
see “Overview of Our CEO’s Compensation” above
.
|
(2)
|
Mr. Gingrich was awarded (i) 140,517 restricted AB Holding Units in December 2016 that are scheduled to vest in 25% increments on each of December 1, 2017, 2018, 2019 and 2020, (ii) 158,992 restricted AB Holding Units in December 2015, 25% of which vested on December 1, 2016 and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2017, 2018 and 2019, (iii) 150,992 restricted AB Holding Units in December 2014, 25% of which vested on each of December 1, 2015 and 2016, and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2017 and 2018, and (iv) 168,897 restricted AB Holding Units in December 2013, 25% of which vested on each of December 1, 2014, 2015 and 2016, and the remainder of which is scheduled to vest in an additional 25% increment on December 1, 2017.
|
(3)
|
Mr. Gingrich was granted 263,533 options to buy AB Holding Units in January 2009, 20% of which vested and became exercisable on each of January 23, 2010, 2011, 2012, 2013 and 2014.
|
(4)
|
Mr. van Brugge was awarded (i) 69,397 restricted AB Holding Units in December 2016 that are scheduled to vest in 25% increments on each of December 1, 2017, 2018, 2019 and 2020, (ii) 76,455 restricted AB Holding Units in December 2015, 25% of which vested on December 1, 2016 and the remainder of which is scheduled to vest in 25% increments on each of
|
(5)
|
Mr. Cranch was awarded (i) 26,293 restricted AB Holding Units in December 2016 that are scheduled to vest in 25% increments on each of December 1, 2017, 2018, 2019 and 2020, (ii) 27,585 restricted AB Holding Units in December 2015, 25% of which vested on December 1, 2016 and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2017, 2018 and 2019, (iii) 26,197 restricted AB Holding Units in December 2014, 25% of which vested on each of December 1, 2015 and 2016, and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2017 and 2018, and (iv) 29,303 restricted AB Holding Units in December 2013, 25% of which vested on each of December 1, 2014, 2015 and 2016, and the remainder of which is scheduled to vest in an additional 25% increment on December 1, 2017.
|
(6)
|
Mr. Cranch was granted 78,348 options to buy AB Holding Units in January 2009, 20% of which vested and became exercisable on each of January 23, 2010, 2011, 2012, 2013 and 2014.
|
(7)
|
Mr. Weisenseel was awarded (i) 28,987 restricted AB Holding Units in December 2016 that are scheduled to vest in 25% increments on each of December 1, 2017, 2018, 2019 and 2020, (ii) 26,499 restricted AB Holding Units in December 2015, 25% of which vested on December 1, 2016 and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2017, 2018 and 2019, (iii) 20,628 restricted AB Holding Units in December 2014, 25% of which vested on each of December 1, 2015 and 2016, and the remainder of which is scheduled to vest in 25% increments on each of December 1, 2017 and 2018, and (iv) 20,305 restricted AB Holding Units in December 2013, 25% of which vested on each of December 1, 2014, 2015 and 2016, and the remainder of which is scheduled to vest in an additional 25% increment on December 1, 2017.
|
(8)
|
The market values of restricted AB Holding Units set forth in this column were calculated assuming a price per AB Holding Unit of $23.45, which was the closing price on the NYSE of an AB Holding Unit on December 30, 2016, the last trading day of AB's last completed fiscal year.
|
|
|
AB Holding Unit Awards
|
||||
Name
|
|
Number of AB
Holding
Units Acquired on
Vesting (#)
|
|
Value Realized on
Vesting ($)
|
||
Peter S. Kraus
(1)
|
|
544,410
|
|
|
12,330,887
|
|
James A. Gingrich
|
|
158,712
|
|
|
3,634,505
|
|
Robert P. van Brugge
|
|
71,202
|
|
|
1,630,526
|
|
Laurence E. Cranch
|
|
27,843
|
|
|
637,605
|
|
John C. Weisenseel
|
|
19,924
|
|
|
456,260
|
|
(1)
|
Mr. Kraus deferred delivery of the 544,410 restricted AB Holding Units that vested in December 2016.
See “Overview of Our CEO’s Compensation – Compensation Elements – Restricted AB Holding Units” above
for additional information.
|
Name
|
|
Executive
Contributions in Last FY ($)
|
|
Aggregate
Earnings in Last FY ($)
|
|
Aggregate
Withdrawals/
Distributions ($)
|
|
Aggregate
Balance at
Last FYE ($)
|
||||||||
Peter S. Kraus
(1)
|
|
12,330,896
|
|
|
|
(217,764
|
|
)
|
|
—
|
|
|
|
51,065,696
|
|
|
James A. Gingrich
(2)
|
|
—
|
|
|
|
150,076
|
|
|
|
(178,489
|
|
)
|
|
1,243,151
|
|
|
Robert P. van Brugge
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Laurence E. Cranch
(2)
|
|
—
|
|
|
|
(1,542
|
|
)
|
|
(412,680
|
|
)
|
|
—
|
|
|
John C. Weisenseel
(3)
|
|
—
|
|
|
|
138
|
|
|
|
(25,150
|
|
)
|
|
—
|
|
|
(1)
|
Mr. Kraus deferred delivery of the 544,410 restricted AB Holding Units that vested in December 2016, the value of which, as of December 19, 2016 (vesting date), is reflected in "Executive Contributions in Last FY", until the earlier of December 19, 2018, his death and the date on which a change in control of AB occurs. "Aggregate Earnings in Last FY" represents the change in the value of these restricted AB Holding Units from December 19, 2016 to December 31, 2016. "Aggregate Balance at Last FYE" represents the aggregate value of the portions of the June 2012 Grant that are scheduled to vest in equal increments on each of December 19, 2017 and 2018.
See “Overview of Our CEO’s Compensation – Compensation Elements – Restricted AB Holding Units” above
for additional information.
|
(2)
|
Amounts shown reflect Messrs. Gingrich's and Cranch’s interests from pre-2009 awards under the predecessor plan to the Incentive Compensation Program, under which plan participants were permitted to allocate their awards (i) among notional investments in AB Holding Units, certain of the investment services we provided to clients and a money market fund, or (ii) under limited circumstances, in options to buy AB Holding Units. For additional information about the Incentive Compensation Program,
see Notes 2 and 17 to AB’s consolidated financial statements in Item 8
.
|
(3)
|
The amounts shown in “Aggregate Earnings in Last FY” for Mr. Weisenseel reflects the interest payments associated with the Deferred Cash portion of his long-term incentive compensation award granted in 2012. Interest accrues monthly based on our monthly weighted average cost of funds (approximately 0.6% in 2016) and will be credited to Mr. Weisenseel annually until the cash is distributed him. The amounts shown in “Aggregate Withdrawals/Distributions” for Mr. Weisenseel represents his Deferred Cash distribution during 2016.
|
Name
|
|
Cash
Payments
(1)
($)
|
|
Acceleration of Restricted
AB Holding Unit
Awards
(2)
($)
|
|
Other Benefits ($)
|
|||||
Peter S. Kraus
(3)
|
|
|
|
|
|
|
|||||
Change in control
|
|
—
|
|
|
|
25,532,848
|
|
|
21,908
|
|
|
Termination by AB without cause
|
|
—
|
|
|
|
25,532,848
|
|
|
21,908
|
|
|
Termination by Mr. Kraus for good reason
|
|
—
|
|
|
|
25,532,848
|
|
|
21,908
|
|
|
Death or disability
(4)(5)
|
|
—
|
|
|
|
12,766,424
|
|
|
21,908
|
|
|
James A. Gingrich
|
|
|
|
|
|
|
|||||
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
|
—
|
|
|
|
8,851,922
|
|
|
—
|
|
|
Death or disability
(6)
|
|
—
|
|
|
|
8,851,922
|
|
|
—
|
|
|
Robert P. van Brugge
|
|
|
|
|
|
|
|||||
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
|
—
|
|
|
|
4,122,594
|
|
|
—
|
|
|
Death or disability
(6)
|
|
—
|
|
|
|
4,122,594
|
|
|
—
|
|
|
Laurence E. Cranch
|
|
|
|
|
|
|
|||||
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
|
—
|
|
|
|
1,580,662
|
|
|
—
|
|
|
Death or disability
(6)
|
|
—
|
|
|
|
1,580,662
|
|
|
—
|
|
|
John C. Weisenseel
|
|
|
|
|
|
|
|||||
Resignation or termination by AB without cause (complies with applicable agreements and restrictive covenants)
(2)
|
|
—
|
|
|
|
1,506,680
|
|
|
—
|
|
|
Death or disability
(6)
|
|
—
|
|
|
|
1,506,680
|
|
|
—
|
|
|
(1)
|
It is possible that each named executive officer, other than Mr. Kraus, could receive a cash severance payment on the termination of his employment. The amounts of any such cash severance payments would be determined at the time of such termination, so we are unable to estimate such amounts.
|
(2)
|
See Notes 2 and 17 in AB’s consolidated financial statements in Item 8 and “Compensation Elements for Named Executive Officers – Long-Term Incentive Compensation Awards” above
for a discussion of the terms set forth in long-term incentive compensation award agreements relating to termination of employment
.
|
(3)
|
See "Overview of Our CEO's Compensation" above
for a discussion of the terms set forth in the Kraus Employment Agreement relating to termination of employment.
|
(4)
|
The Kraus Employment Agreement defines “Disability” as a good faith determination by AB that Mr. Kraus is physically or mentally incapacitated and has been unable for a period of 120 days in the aggregate during any 12-month period to perform substantially all of the duties for which he is responsible immediately before the commencement of the incapacity.
|
(5)
|
Under the Kraus Employment Agreement, upon termination of Mr. Kraus’s employment due to death or disability, AB will provide at its expense continued health and welfare benefits for Mr. Kraus, his spouse and his dependents through the end of the calendar year in which termination occurs. Thereafter, until the date Mr. Kraus (or, in the case of his spouse, his spouse) reaches age 65, AB will provide Mr. Kraus and his spouse with access to participation in AB’s medical plans at Mr. Kraus’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate.
|
(6)
|
“Disability” is defined in the Incentive Compensation Program award agreements of each of Messrs. Gingrich, van Brugge, Cranch and Weisenseel, and in the Special Option Program award agreement of Messrs. Gingrich and Cranch, as the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers the named executive officer.
|
Name
|
|
Fees Earned or Paid in Cash($)
|
|
Stock
Awards
(1)(3)
($)
|
|
Option
Awards
(2)(3)
($)
|
|
Total($)
|
|||||
Christopher M. Condron
(4)
|
|
148,375
|
|
|
75,000
|
|
|
75,000
|
|
|
|
298,375
|
|
Steven G. Elliott
(4)
|
|
195,750
|
|
|
150,000
|
|
|
—
|
|
|
|
345,750
|
|
Deborah S. Hechinger
(4)
|
|
140,875
|
|
|
75,000
|
|
|
75,000
|
|
|
|
290,875
|
|
Weston M. Hicks
(4)
|
|
128,000
|
|
|
150,000
|
|
|
—
|
|
|
|
278,000
|
|
Heidi S. Messer
(4)
|
|
126,500
|
|
|
150,000
|
|
|
—
|
|
|
|
276,500
|
|
Scott A. Schoen
(4)
|
|
128,000
|
|
|
150,000
|
|
|
—
|
|
|
|
278,000
|
|
Lorie A. Slutsky
(4)
|
|
143,500
|
|
|
150,000
|
|
|
—
|
|
|
|
293,500
|
|
Joshua A. Weinreich
|
|
111,125
|
|
|
150,000
|
|
|
—
|
|
|
|
261,125
|
|
(1)
|
The aggregate number of restricted AB Holding Units underlying awards outstanding but not yet distributed at December 31, 2016 was: for Mr. Condron and Ms. Hechinger, 7,814 AB Holding Units; for Ms. Messer, 10,407 AB Holding Units; and for each of Ms. Slutsky and Messrs. Elliott, Hicks, Schoen and Weinreich, 15,627 AB Holding Units.
|
(2)
|
The aggregate number of options outstanding at December 31, 2016 was: for Mr. Condron, options to buy 91,376 AB Holding Units; for Mr. Elliott, options to buy 26,383 AB Holding Units; for Ms. Hechinger, options to buy 118,141 AB Holding Units; for Mr. Hicks, options to buy 42,510 AB Holding Units; for Ms. Slutsky, options to buy 39,398 AB Holding Units; and for Mr. Weinreich, options to buy 5,774 AB Holding Units. Ms. Messer and Mr. Schoen do not own any options to buy AB Holding Units.
|
(3)
|
Reflects the aggregate grant date fair value of the awards calculated in accordance with FASB ASC Topic 718. For the assumptions made in determining these values,
see Note 17 to AB’s consolidated financial statements in Item 8 of our 2016 Form 10-K.
|
(4)
|
Includes retainer payments made in December 2016 relating to the fourth quarter of 2016, which payments should have been made in January 2017.
|
•
|
an annual retainer of $75,000 (paid quarterly after any quarter during which an Eligible Director serves on the Board);
|
•
|
a fee of $5,000 for participating in any meeting of the Board, whether in person or by telephone, in excess of the six regularly-scheduled Board meetings each year;
|
•
|
a fee of $2,000 for participating in any meeting of any duly constituted committee of the Board, whether in person or by telephone, in excess of the number of regularly-scheduled committee meetings each year (
i.e.
, in excess of seven meetings of the Audit Committee and three meetings of each of the Executive Committee, the Compensation Committee and the Governance Committee);
|
•
|
an annual retainer of $20,000 for acting as Lead Independent Director;
|
•
|
an annual retainer of $25,000 for acting as Chair of the Audit Committee;
|
•
|
an annual retainer of $12,500 for acting as Chair of the Compensation Committee;
|
•
|
an annual retainer of $12,500 for acting as Chair of the Governance Committee;
|
•
|
an annual retainer of $12,500 for serving as a member of the Audit Committee;
|
•
|
an annual retainer of $6,000 for serving as a member of the Executive Committee;
|
•
|
an annual retainer of $6,000 for serving as a member of the Compensation Committee;
|
•
|
an annual retainer of $6,000 for serving as a member of the Governance Committee; and
|
•
|
an annual equity-based grant
under an equity compensation plan consisting of (at each Eligible Director’s election):
|
•
|
restricted AB Holding Units with a grant date value of $150,000;
|
•
|
options to buy AB Holding Units with a grant date value of $150,000; or
|
•
|
restricted AB Holding Units with a grant date value of $75,000 and options to buy AB Holding Units with a grant date value of $75,000.
|
•
|
an annual retainer of $85,000 (paid quarterly after any quarter during which the director serves on the Board); and
|
•
|
an annual equity-based grant
under an equity compensation plan consisting of (at each Eligible Director’s election):
|
•
|
restricted AB Holding Units with a grant date value of $170,000;
|
•
|
options to buy AB Holding Units with a grant date value of $170,000; or
|
•
|
restricted AB Holding Units with a grant date value of $85,000 and options to buy AB Holding Units with a grant date value of $85,000.
|
Name and Address of Beneficial Owner
|
|
Amount and Nature of
Beneficial Ownership
Reported on Schedule
|
|
Percent of Class
|
||||
AXA
(1)(2)(3)(4)
25 avenue Matignon 75008
Paris, France
|
|
170,121,745
|
|
(3)(4)
|
|
63.3
|
|
(3)(4)
|
(1)
|
Based on information provided by AXA, as of December 31, 2016, 14.13% of the issued ordinary shares (representing 23.93% of the voting power) of AXA were owned directly and indirectly by two French mutual insurance companies (AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle) engaged in the Property & Casualty insurance business and the Life & Savings insurance business in France (“
Mutuelles AXA
”).
|
(2)
|
The Mutuelles AXA, as a group, may be deemed to share the power to vote or to direct the vote and to dispose or to direct the disposition of all the AllianceBernstein Units beneficially owned by AXA and its subsidiaries. The address of AXA is 25 avenue Matignon, 75008 Paris, France. The address of the Mutuelles AXA is 313 Terrasses de l’Arche, 92727 Nanterre Cedex, France.
|
(3)
|
By reason of their relationships, AXA, the Mutuelles AXA, AXA America Holdings, Inc., AXA Equitable Financial Services, LLC, AXA-IM Holding U.S., AXA Financial, Inc., AXA Equitable Life Insurance Company, Coliseum Reinsurance Company, ACMC, LLC and MONY Life Insurance Company of America may be deemed to share the power to vote or to direct the vote and to dispose or direct the disposition of all or a portion of the 170,121,745 issued and outstanding AllianceBernstein Units.
|
(4)
|
AXA has reported on Schedule 13D/A filed with the SEC on July 3, 2017 that, by reason of its ownership of 100% of the outstanding shares of common stock of AXA America and its ownership of 96.23% of the outstanding shares of common stock of AXA-IM Holding U.S., AXA may be deemed to beneficially own all of the issued and outstanding AB Units owned directly and indirectly by AXA America and AXA-IM Holding U.S.
|
Name of Beneficial Owner
|
|
Number of AB
Holding Units and
Nature of
Beneficial
Ownership
|
|
Percent of Class
|
|||
Seth P. Bernstein
(1)(2)
|
|
164,706
|
|
|
|
*
|
%
|
Ramon de Oliveira
(1)(3)
|
|
7,059
|
|
|
|
*
|
|
Denis Duverne
(1)
|
|
2,000
|
|
|
|
*
|
|
Barbara Fallon-Walsh
(1)(4)
|
|
7,059
|
|
|
|
*
|
|
Daniel G. Kaye
(1)(5)
|
|
7,059
|
|
|
|
*
|
|
Andres Malmstrom
(1)
|
|
—
|
|
|
|
*
|
|
Mark Pearson
(1)
|
|
—
|
|
|
|
*
|
|
Robert B. Zoellick
(1)(6)
|
|
31,300
|
|
|
|
*
|
|
James A. Gingrich
(1)(7)
|
|
1,620,128
|
|
|
|
1.7
|
|
Laurence E. Cranch
(1)(8)
|
|
269,324
|
|
|
|
*
|
|
Robert P. van Brugge
(1)(9)
|
|
278,413
|
|
|
|
*
|
|
John C. Weisenseel
(1)(10)
|
|
138,745
|
|
|
|
*
|
|
All directors and executive officers as a group (14 persons)
(11)(12)(13)
|
|
2,557,621
|
|
|
|
2.7
|
%
|
*
|
Number of AB Holding Units listed represents less than 1% of the Units outstanding.
|
(1)
|
Excludes AB Holding Units beneficially owned by AXA and its subsidiaries. Ms. Fallon-Walsh and Messrs. Duverne, de Oliveira, Kaye, Malmstrom and Pearson are directors and/or officers of AXA, AXA Financial and/or AXA Equitable. Mr. Zoellick is the Chairman of the Board of the General Partner. Messrs. Bernstein, Gingrich, Cranch, van Brugge and Weisenseel are directors and/or officers of the General Partner.
|
(2)
|
Represents restricted AB Holding Units awarded to Mr. Bernstein pursuant to his employment agreement that have not yet vested.
|
(3)
|
Includes 5,295 AB Holding Units awarded to Mr. de Oliveira that have not yet vested.
|
(4)
|
Includes 5,295 AB Holding Units awarded to Ms. Fallon-Walsh that have not yet vested.
|
(5)
|
Includes 5,295 AB Holding Units awarded to Mr. Kaye that have not yet vested.
|
(6)
|
Includes 20,000 AB Holding Units awarded to Mr. Zoellick that have not yet vested.
|
(7)
|
Includes 76,284 AB Holding Units Mr. Gingrich can acquire within 60 days under an AB option plan and 1,337,685 restricted AB Holding Units awarded to Mr. Gingrich as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery.
|
(8)
|
Includes 78,348 AB Holding Units Mr. Cranch can acquire within 60 days under an AB option plan and 102,481 restricted AB Holding Units awarded to Mr. Cranch as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery.
|
(9)
|
Includes 175,804 restricted AB Holding Units awarded to Mr. van Brugge as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery.
|
(10)
|
Includes 70,876 restricted AB Holding Units awarded to Mr. Weisenseel as long-term incentive compensation that have not yet vested or with respect to which he has deferred delivery.
|
(11)
|
Includes 154,632 AB Holding Units the directors and executive officers as a group can acquire within 60 days under AB option plans.
|
(12)
|
Includes 1,686,846 restricted AB Holding Units awarded to the named executive officers as a group as long-term incentive compensation that have not yet vested and/or with respect to which the named executive officer has deferred delivery.
|
(13)
|
Includes 31,828 AB Holding Units owned by Kate C. Burke, who is deemed an executive officer but not a named executive officer. Of these AB Holding Units, 25,033 are restricted AB Holding Units awarded to Ms. Burke as long-term incentive compensation that have not yet vested or with respect to which she has deferred delivery.
|
Name of Beneficial Owner
|
|
Number of Shares and
Nature of Beneficial
Ownership
|
|
Percent of Class
|
||
Seth P. Bernstein
|
|
—
|
|
|
|
*
|
Ramon de Oliveira
(2)
|
|
34,195
|
|
|
|
*
|
Denis Duverne
(3)
|
|
2,279,512
|
|
|
|
*
|
Barbara Fallon-Walsh
(4)
|
|
25,260
|
|
|
|
*
|
Daniel G. Kaye
|
|
8,142
|
|
|
|
*
|
Anders Malmstrom
(5)
|
|
37,249
|
|
|
|
*
|
Mark Pearson
(6)
|
|
710,901
|
|
|
|
*
|
Robert B. Zoellick
|
|
—
|
|
|
|
*
|
James A. Gingrich
|
|
—
|
|
|
|
*
|
Laurence E. Cranch
|
|
—
|
|
|
|
*
|
Robert P. van Brugge
|
|
—
|
|
|
|
*
|
John C. Weisenseel
|
|
—
|
|
|
|
*
|
All directors and executive officers as a group (14 persons)
(7)
|
|
3,095,259
|
|
|
|
*
|
(1)
|
Holdings of AXA American Depositary Shares (“
ADS
”) are expressed as their equivalent in AXA common stock. Each AXA ADS represents the right to receive one AXA ordinary share.
|
(2)
|
Includes 4,361 shares Mr. de Oliveira can acquire within 60 days under option plans.
|
(3)
|
Includes 800,318 shares Mr. Duverne can acquire within 60 days under option plans.
|
(4)
|
Includes 2,127 shares Ms. Fallon-Walsh can acquire within 60 days under option plans.
|
(5)
|
Includes 23,851 shares Mr. Malmstrom can aquire within 60 days under option plans. Also includes 13,398 earned AXA performance shares, which are paid out based on the price of AXA and are subject to achievement of internal performance conditions.
|
(6)
|
Includes 535,581 shares Mr. Pearson can acquire within 60 days under options plans. Also includes 45,418 earned AXA performance shares, which are paid out based on the price of AXA and are subject to achievement of internal performance conditions.
|
(7)
|
Includes 1,366,238 shares the directors and executive officers as a group can acquire within 60 days under option plans.
|
1 Year AllianceBernstein Chart |
1 Month AllianceBernstein Chart |
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