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Name of Director
|
| |
Age
|
| |
Business Experience and Other Information
|
|
Alexander C. Matina | | |
41
|
| |
Mr. Matina has served as a director of the Company since April 11, 2013 and is the Chairman of the Board. He was initially elected by the two directors of the Company then serving as the directors elected by the holders of Common Stock pursuant to the Company’s by-laws. He is the Vice President of Investments for MFP Investors, LLC, the family office of Michael F. Price, which has a value-investing focus across public and private markets. Mr. Matina also serves as a director of S&W Seed Company, a publicly traded agricultural company, and Papa Murphy’s Holdings, a publicly traded restaurant franchisor. In addition, he also serves on the board of XRO Energy LLC, a private energy company with assets in Wyoming.
|
|
Name of Director
|
| |
Age
|
| |
Business Experience and Other Information
|
|
| | | | | |
Qualifications and Skills: Mr. Matina brings a strong finance background to the Company, including experience with bankruptcies and private equity. Mr. Matina serves as an adjunct professor of finance at Fordham University. Prior to joining MFP Investors, LLC in 2007, Mr. Matina served in various roles at Balance Asset Management, a multi-strategy hedge fund, and as a senior associate at Altus Capital Partners, a middle market private equity fund. He was previously a principal at 747 Capital, a private equity fund-of-funds, and a financial analyst at Salomon Smith Barney in the financial sponsors group of the investment banking division.
|
|
Jeffrey B. Citrin | | |
60
|
| |
Mr. Citrin currently serves as Vice Chairman/Senior Advisor of Square Mile Capital Management LLC. Square Mile, which Mr. Citrin founded in 2006, is a private institutionally backed New York-based investment firm which focuses on real estate and real estate related opportunities. Mr. Citrin served as Square Mile’s Co-Managing Principal until July 2017. In addition to his ongoing role on Square Mile’s Board of Directors, Mr. Citrin serves on the Investment Committees for all of Square Mile’s funds and investment vehicles. Prior to founding Square Mile, Mr. Citrin served as President of Blackacre Capital Management LLC which he cofounded in 1994. Blackacre (now Cerberus Institutional Real Estate) is the dedicated real estate arm of global investment firm Cerberus Capital Management LP. Prior to cofounding Blackacre, Mr. Citrin was a Managing Director at Oppenheimer & Co. Inc. where he served as head of the firm’s Commercial Mortgage Investment Unit through which Oppenheimer conducted its commercial mortgage and real estate principal activities. From 1991 through 1993, Mr. Citrin served as a Vice President at First Boston (now Credit Suisse) where he was a founding member of the firm’s Real Estate Principal Group, and from 1986 through 1991 Mr. Citrin was a Vice President in the Real Estate Investment Banking Unit of Chemical Bank (now JP Morgan Chase). From 1983 through 1986, Mr. Citrin worked at the New York law firms of Proskauer Rose LLP and Kelley Drye & Warren LLP as an attorney in each firm’s respective real estate department.
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|
| | | | | |
Mr. Citrin graduated from Dartmouth College in 1980 and received a JD from the Columbia University School of Law in 1983. He currently serves as a Co-Chairman of the Board of Overseers of the Hood Museum of Art, and as a member of the Board of Directors of Tanger Factory Outlet Centers, Inc. (NYSE: SKT), the Real Estate Roundtable, the Urban Land Institute and the Board of Advisors of the Hospital for Special Surgery.
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|
| | | | | |
Qualifications and Skills: Mr. Citrin has extensive experience in real estate investment and finance, with particular expertise in investment sourcing, structuring, asset management, workouts and capital formation.
|
|
Name of Director
|
| |
Age
|
| |
Business Experience and Other Information
|
|
Joanne M. Minieri | | |
58
|
| |
Ms. Minieri has served as a director of the Company since November 8, 2013 and serves as the Chair of the Board’s Audit Committee. She was appointed by Third Avenue, a major investor in the Company. Ms. Minieri serves as the “Special Stock Director”, who is elected by the holder of the Special Stock pursuant to our Certificate of Incorporation. She is an Executive Vice President of RXR Realty and the Chief Operating Officer of RXR Development Services and RXR Construction and Development.
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|
| | | | | |
Qualifications and Skills: Ms. Minieri has extensive experience in real estate development, as well as a deep knowledge of accounting, particularly in the field of real estate. Prior to her position with RXR, Ms. Minieri served as the Deputy County Executive and Commissioner of Economic Development and Planning for Suffolk County from April 2012 until July 2016. Previously, Ms. Minieri served as President and Chief Operating Officer of Forest City Ratner Companies (FCRC), a wholly owned subsidiary of Forest City Enterprises. She originally joined FCRC as its Chief Financial Officer in 1995, and was promoted to Executive Vice President and Chief Operating Officer in 1998 and to President and Chief Operating Officer in 2007. Ms. Minieri is a certified public accountant.
|
|
Name of Director
|
| |
Age
|
| |
Business Experience and Other Information
|
|
Alan Cohen | | |
81
|
| |
Mr. Cohen has served as a director of the Company since September 14, 2012. Mr. Cohen was initially elected to the Board of Directors by the Official Committee of Unsecured Creditors of Syms Corp. Mr. Cohen is the Chairman of Abacus Advisors LLC, a business advisory firm.
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|
| | | | | |
Qualifications and Skills: Mr. Cohen has more than 30 years’ experience working with distressed businesses in all aspects of their management and operations, serving as a consultant and advisor to numerous Fortune 500 companies and many leading banks and financial institutions. Mr. Cohen is an expert in retail investments and intellectual property and has many years of experience in restructuring businesses. He has been an active participant in seminars on turnaround management and has lectured extensively on restructuring and asset-based lending. Mr. Cohen has served as a trustee, chief restructuring officer, and consultant in various Chapter 11 cases, state court proceedings, and out-of-court restructurings for companies including The Towers Financial Corporation, County Seat Stores, 47th Street Photo, Russ Togs and Aileen, Inc.
|
|
Name of Director
|
| |
Age
|
| |
Business Experience and Other Information
|
|
Matthew Messinger | | |
46
|
| |
Mr. Messinger has been our President and CEO since October 2013 and has served as a director of the Company since March 9, 2016. Qualifications and Skills: Prior to joining the Company, Mr. Messinger served as the Executive Vice President and Director of Investment Management at Forest City Ratner Companies (“FCRC”), a wholly owned subsidiary of Forest City Enterprises (“FCE”), where he served for more than 18 years. In this role, Mr. Messinger led the New York Investment Committee of FCRC and served on the Investment Committee and Executive Management Committee of FCE. Mr. Messinger brings extensive development, asset management, finance, strategic planning and tax credit structuring experience across a wide range of asset classes including retail, hotel, residential, office, arena and professional sports teams. Mr. Messinger is a graduate of Wesleyan University in Connecticut. He currently serves on the board and real estate committee of the Children’s Museum of Manhattan, and he is a member of the International Council of Shopping Centers (ICSC), Urban Land Institute (ULI), the Real Estate Board of New York (REBNY), the Low Income Housing Tax Credit Coalition, the New Markets Tax Credit Coalition, and the New York Hospitality Council.
|
|
Keith Pattiz | | |
65
|
| |
Mr. Pattiz has served as a director of the Company since November 5, 2013. Mr. Pattiz is a partner in the law firm of McDermott Will & Emery LLP, where he serves as head of the real estate group. Mr. Pattiz has been recognized in the Best Lawyers in America, Super Lawyers and Chambers USA.
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|
| | | | | |
Qualifications and Skills: Mr. Pattiz has extensive experience in a wide range of real estate matters, including commercial leasing, financing, sales and acquisitions, hotel transactions and real estate workout matters. He has now provided legal representation to a variety of clients, including major residential, office, hotel and shopping center developers, hotel operators, lending institutions and U.S. and foreign investors.
|
|
| | |
Audit
Committee |
| |
Compensation
Committee |
| |
Nominating and
Corporate Governance Committee |
| |
Transaction
Committee |
|
Alan Cohen
|
| |
X
|
| |
X
|
| |
Chair
|
| | | |
Alexander C. Matina
|
| |
X
|
| |
Chair
|
| |
X
|
| |
X
|
|
Matthew Messinger
|
| | | | | | | | | | |
X
|
|
Joanne M. Minieri
|
| |
Chair
|
| |
X
|
| | | | |
X
|
|
Keith Pattiz
|
| | | | | | | |
X
|
| |
Chair
|
|
| | |
Chair
|
| |
Member
|
|||||
Board of Directors
|
| | | $ | 15,000 | | | | | | — |
Audit Committee
|
| | | $ | 15,000 | | | | | $ | 7,500 |
Compensation Committee
|
| | | $ | 10,000 | | | | | $ | 5,000 |
Nominating & Corporate Governance Committee
|
| | | $ | 8,000 | | | | | $ | 4,000 |
Transaction Committee
|
| | | $ | 11,500 | | | | | $ | 7,500 |
| | |
Fees
Earned or Paid in Cash |
| |
Stock
Awards(1) |
| |
Total
|
| |||||||||
Alan Cohen
|
| | | $ | 67,007 | | | | | $ | 33,493 | | | | | $ | 100,500 | | |
Alexander C. Matina
|
| | | $ | 78,422 | | | | | $ | 38,828 | | | | | $ | 117,250 | | |
Joanne M. Minieri
|
| | | $ | 71,676 | | | | | $ | 35,824 | | | | | $ | 107,500 | | |
Keith Pattiz
|
| | | $ | 61,403 | | | | | $ | 30,497 | | | | | $ | 91,900 | | |
Marina Shevyrtalova(2)
|
| | | $ | 45,753 | | | | | $ | 30,497 | | | | | $ | 76,250 | | |
| | |
Stock Awards
(In Shares)(1) |
| |||
Alan Cohen
|
| | | | 4,868 | | |
Alexander C. Matina
|
| | | | 5,643 | | |
Joanne M. Minieri
|
| | | | 5,206 | | |
Keith Pattiz
|
| | | | 4,432 | | |
Marina Shevyrtalova(2)
|
| | | | 4,432 | | |
Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (b) |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) |
| |||||||||
Stock Incentive Plan
|
| | | | 65,550 | | | | | | — | | | | | | 541,319 | | |
Individually negotiated awards
|
| | | | 1,488,364(1) | | | | | | — | | | | | | 60,000(2) | | |
Total
|
| | | | 1,553,914 | | | | | | — | | | | | | 601,319 | | |
|
Name
|
| |
Age
|
| |
Business Experience and Other Information
|
|
Matthew Messinger President and Chief Executive Officer |
| |
46
|
| |
See Election of Directors above.
|
|
Steven Kahn Chief Financial Officer |
| |
52
|
| |
Mr. Kahn has been our Chief Financial Officer since September 21, 2015.
Qualifications and Skills: Prior to joining the Company, Mr. Kahn served as the Chief Financial Officer and Treasurer of United Realty Trust Incorporated, a public non-traded real estate investment trust, or REIT, from May 2014 to August 2015; and as SVP Director of Financial Reporting and Tax at SL Green Realty Corp (NYSE:SLG), a listed REIT, from 1999 to 2013. Mr. Kahn served as a senior manager at PricewaterhouseCoopers, LLP, specializing in real estate, from January 1998 through November 1999 and in a similar capacity at Deloitte & Touche LLP from September 1989 through January 1998. Mr. Kahn is a certified public accountant.
|
|
Richard G. Pyontek Chief Accounting Officer, Treasurer and Secretary |
| |
50
|
| |
Mr. Pyontek has been our Chief Accounting Officer since September 21, 2015. Mr. Pyontek served as Chief Financial Officer of the Company from October 10, 2012 until September 21, 2015. Mr. Pyontek served as Director of Accounting and Reporting for the Company from July 2011 until his election as Chief Financial Officer.
Qualifications and Skills: Before joining Syms Corp., our predecessor, in 2011, Mr. Pyontek served as Director of Accounting and Reporting at Ashley Stewart, Inc., a women’s clothing retailer, during the time of its bankruptcy filing and turnaround from 2009 to 2011; as Controller at The Vitamin Shoppe, a retailer of health and nutrition supplements, from 2005 to 2008; and as Director of Finance at Party City Corporation, a retailer of party supplies and gifts, from 2003 to 2005. Earlier in his career, Mr. Pyontek held senior accounting and reporting roles at Linens ‘n Things and at KPMG LLP. Mr. Pyontek is a certified public accountant.
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|
|
What we do
|
| |
What we don’t do
|
|
|
✓
Directly align pay with performance
|
| |
X
No excise tax gross-up provisions
|
|
|
✓
Competitive assessment of executive compensation program to a comparable group of peer companies
|
| |
X
No guaranteed cash incentives, or salary increases for executive officers
|
|
|
✓
Balanced mix of cash and equity compensation
|
| |
X
No excessive perquisites or other benefits
|
|
|
✓
Independent compensation consultant
|
| |
X
No hedging or pledging of our equity securities
|
|
|
✓
Robust stock ownership requirements
|
| |
X
No repricing of stock options
|
|
|
✓
Clawback policy
|
| |
Pay Element
|
| |
Key Decisions
|
|
Base Salary
|
| |
2017 NEO base salaries were unchanged, other than a modest 2% increase for Mr. Pyontek.
2018 CEO base salary was unchanged, while the other NEOs’ salaries were adjusted based on an assessment of company and individual performance and to better align them with the peer group.
|
|
Pay Element
|
| |
Key Decisions
|
|
Annual Cash Bonus
|
| |
The annual bonus opportunity is designed to drive achievement of annual financial and operational results and key strategic activities that are linked to short-term company goals in relation to long-term strategy. Individual awards are determined by the Compensation Committee based on both company and individual performance.
For 2017, the Compensation Committee determined to award annual cash bonuses to the NEOs at similar levels as the prior year; however, the CFO received an additional amount based on a specific performance achievement (described below).
The 2018 bonus program remains the same as 2017.
|
|
Time-Based Restricted Stock Unit Awards
|
| |
The equity incentive program is designed to directly align key executives’ interests with building shareholder value and includes grants of time vested awards.
Based on the performance and future growth path of the Company, the Committee determined appropriate levels of annual time-based restricted stock unit (“RSU”) grants for its NEOs, other than the CEO, for 2017. Our CEO’s awards were granted in accordance with the terms of his 2013 employment agreement, as amended in 2015.
RSUs vest ratably over a three-year period for the CEO and two-year period for the other NEOs, subject to continued service.
|
|
Executive
|
| |
2017 Base Salary
|
| |
2018 Base Salary
|
| ||||||
Matthew Messinger
|
| | | $ | 750,000 | | | | | $ | 750,000 | | |
Steven Kahn
|
| | | $ | 290,000 | | | | | $ | 340,000 | | |
Richard Pyontek
|
| | | $ | 167,500 | | | | | $ | 172,500 | | |
Executive
|
| |
2017 Bonus
|
| |||
Matthew Messinger
|
| | | $ | 500,000 | | |
Steven Kahn
|
| | | $ | 245,000(1) | | |
Richard Pyontek
|
| | | $ | 55,000 | | |
Executive
|
| |
2017 RSU Award
(#) |
| |
2017 RSU Award
($) |
| ||||||
Matthew Messinger(1)
|
| | | | 30,000(2) | | | | | | 208,500 | | |
Steven Kahn(3)
|
| | | | 60,000 | | | | | | 417,000 | | |
Richard Pyontek(3)
|
| | | | 10,000 | | | | | | 69,500 | | |
|
Date of
Grant |
| |
Years
Vesting |
| |
Shares
Granted |
| |
Grant Date Fair
Value per share |
| |
Grant Date
Fair Value |
| |
Performance contingencies for award
|
| ||||||||||||
| 11/6/2013 | | | | | 0 | | | | | | 250,000 | | | | | $ | 5.18 | | | | | $ | 1,295,000 | | | |
Granted upon the effectiveness of the Company’s filing of an Amended and Restated Certificate of Incorporation
|
|
| 3/31/2014 | | | | | 3 | | | | | | 476,190 | | | | | $ | 6.25 | | | | | $ | 2,976,188 | | | |
Contingent upon delivering (i) a favorable resolution on payment/deferral of payment to Syms and Filene’s and (ii) a credible plan for the development, lease or sale of Westbury, NY and Paramus, NJ properties
|
|
| 3/31/2014 | | | | | 3 | | | | | | 363,095 | | | | | $ | 6.25 | | | | | $ | 2,269,344 | | | |
Contingent upon delivering a credible plan for the development, lease or sale of Trinity Place property
|
|
| 12/31/2014 | | | | | 3 | | | | | | 363,095 | | | | | $ | 7.00 | | | | | $ | 2,541,665 | | | |
Contingent upon delivering (i) a favorable resolution on payment/deferral of certain claims of Filene’s and (ii) a credible plan for the development, lease or sale of West Palm Beach, FL and Secaucus, NJ properties
|
|
| 3/31/2015 | | | | | 3 | | | | | | 363,095 | | | | | $ | 7.05 | | | | | $ | 2,559,820 | | | | No contingency | |
| 1/28/2016 | | | | | 3 | | | | | | 363,095 | | | | | $ | 5.98 | | | | | $ | 2,171,308 | | | |
Contingent upon payments of the Initial Majority Shareholder and Subsequent Majority Shareholder by December 31, 2015; while conditions were not met at that time, the award was granted as Company had sufficient cash on hand to make the payments which were ultimately made at a discounted amount in March 2016
|
|
| 1/28/2016 | | | | | 5 | | | | | | 250,000 | | | | | $ | 5.98 | | | | | $ | 1,495,000 | | | | No contingency | |
| 1/28/2016 | | | | | 3 | | | | | | 541,074 | | | | | $ | 5.98 | | | | | $ | 3,235,623 | | | |
Granted to maintain CEO’s proportionate ownership interest (per employment agreement), concurrent with the Common Stock Rights Offering in December 2015, which resulted in issuance of additional shares of Company’s common stock
|
|
Name and Principal Position
|
| |
Fiscal
Year |
| |
Salary
|
| |
Bonus
|
| |
Stock Award
|
| |
All Other
Compensation |
| |
Total
|
| ||||||||||||||||||
Matthew Messinger
President and Chief Executive Officer |
| | | | 2017 | | | | | $ | 750,000 | | | | | $ | 500,000 | | | | | $ | 208,500(1) | | | | | $ | 12,836(5) | | | | | $ | 1,471,336 | | |
| | | 2016 | | | | | $ | 750,000 | | | | | $ | 500,000 | | | | | $ | 7,359,431(2) | | | | | $ | 12,636(6) | | | | | $ | 8,622,067 | | | ||
| | | 2015 | | | | | $ | 592,308(18) | | | | | $ | 500,000(18) | | | | | $ | 2,559,820(3) | | | | | $ | 10,598(7) | | | | | $ | 3,662,726 | | | ||
| | | 2014 | | | | | $ | 700,000 | | | | | $ | 250,000 | | | | | $ | 7,787,196(4) | | | | | $ | 14,067(8) | | | | | $ | 8,751,263 | | | ||
Steven Kahn
Chief Financial Officer |
| | | | 2017 | | | | | $ | 290,000 | | | | | $ | 245,000 | | | | | $ | 63,910(1) | | | | | $ | 12,699(9) | | | | | $ | 611,609 | | |
| | | 2016 | | | | | $ | 290,000 | | | | | $ | 120,000 | | | | | $ | —(2) | | | | | $ | 12,499(10) | | | | | $ | 422,499 | | | ||
| | | 2015(12) | | | | | $ | 78,077(13) | | | | | $ | 25,000(13) | | | | | $ | 201,000(3) | | | | | $ | 5,159(11) | | | | | $ | 309,236 | | | ||
Richard G. Pyontek
Chief Accounting Officer, Treasurer and Secretary(14) |
| | | | 2017 | | | | | $ | 167,500 | | | | | $ | 55,000 | | | | | $ | —(1) | | | | | $ | 9,191(15) | | | | | $ | 231,691 | | |
| | | 2016 | | | | | $ | 164,000 | | | | | $ | 55,000 | | | | | $ | 66,125(2) | | | | | $ | 9,051(16) | | | | | $ | 294,176 | | | ||
| | | 2015 | | | | | $ | 138,769(19) | | | | | $ | 53,333(19) | | | | | $ | —(3) | | | | | $ | 7,790(17) | | | | | $ | 199,892 | | | ||
| | | 2014 | | | | | $ | 160,615 | | | | | $ | 53,333 | | | | | $ | —(4) | | | | | $ | 9,808(18) | | | | | $ | 223,756 | | |
Name
|
| |
Grant Date
|
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
Grant Date
Fair Value of Stock Award(1) ($) |
| |||||||||
Matthew Messinger
|
| | | | 12/31/2017 | | | | | | 30,000 | | | | | | 208,500(2) | | |
Steven Kahn
|
| | | | 1/15/2017 | | | | | | 7,000 | | | | | | 63,910(3) | | |
Richard Pyontek
|
| |
—
|
| | | | — | | | | | | — | | |
Named Executive Officer
|
| |
Number of
Units of Stock that have not Vested (#) |
| |
Market Value
of Units of Stock that have not Vested ($)(4) |
| ||||||
Matthew Messinger
|
| | | | 612,185(1) | | | | | | 4,254,788 | | |
Steven Kahn
|
| | | | 17,000(2) | | | | | | 118,150 | | |
Richard Pyontek
|
| | | | 6,250(3) | | | | | | 43,438 | | |
Vesting Date
|
| |
Number of
RSUs |
| |
Settlement Date
|
|
March 31, 2018 | | | 151,092 | | | 99,077 RSUs within 30 days of vesting 52,015 RSUs within two years and 30 days of vesting |
|
December 31, 2018 | | | 264,425 | | | 93,333 RSUs within 30 days of vesting 10,000 RSUs within one year and 30 days of vesting 109,077 RSUs within two years and 30 days of vesting 52,015 RSUs within four years and 30 days of vesting |
|
December 31, 2019 | | | 103,333 | | | 93,333 RSUs within 30 days of vesting 10,000 RSUs within one year and 30 days of vesting |
|
December 31, 2020 | | | 93,334 | | | 93,334 RSUs within two years and 30 days of vesting | |
Named Executive Officer
|
| |
Stock Awards
Number of Shares Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||
Matthew Messinger
|
| | | | 822,519 | | | | | | 5,896,631 | | |
Steven Kahn
|
| | | | 10,000 | | | | | | 69,700 | | |
Richard Pyontek
|
| | | | 6,250 | | | | | | 50,313 | | |
| | |
Voluntary
Resignation or Termination for Cause or Without Good Reason |
| |
Termination
Without Cause or for Good Reason |
| |
Termination
Without Cause or for Good Reason (w/ Change in Control) |
| |
Termination
Due to Death or Disability |
| ||||||||||||
Cash Payments | | | | | | ||||||||||||||||||||
Severance Bonus Amount
|
| | | $ | — | | | | | $ | 1,687,500 | | | | | $ | 1,687,500 | | | | | $ | — | | |
Benefits & Perquisites | | | | | | ||||||||||||||||||||
Health and Welfare Benefits
|
| | | $ | — | | | | | $ | 57,983 | | | | | $ | 57,983 | | | | | $ | 57,983 | | |
Long-Term Incentive Compensation | | | | | | ||||||||||||||||||||
Value of Accelerated RSUs(A)
|
| | | $ | — | | | | | $ | 4,254,686 | | | | | $ | 4,671,686 | | | | | $ | 3,606,012 | | |
Total Value of Payments and Benefits
|
| | | $ | — | | | | | $ | 6,000,169 | | | | | $ | 6,417,169 | | | | | $ | 3,663,995 | | |
|
| | |
Voluntary
Resignation or Termination for Cause or Without Good Reason |
| |
Termination
Without Cause or for Good Reason |
| |
Termination
Without Cause or for Good Reason (w/ Change in Control) |
| |
Termination
Due to Death or Disability |
| ||||||||||||
Cash Payments | | | | | | ||||||||||||||||||||
Severance Bonus Amount
|
| | | $ | — | | | | | $ | 66,923 | | | | | $ | 66,923 | | | | | $ | — | | |
Benefits & Perquisites | | | | | | ||||||||||||||||||||
Health and Welfare Benefits
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Long-Term Incentive Compensation | | | | | | ||||||||||||||||||||
Value of Accelerated RSUs(A)
|
| | | $ | — | | | | | $ | 93,825 | | | | | $ | 118,150 | | | | | $ | — | | |
Total Value of Payments and Benefits
|
| | | $ | — | | | | | $ | 160,748 | | | | | $ | 185,073 | | | | | $ | — | | |
|
| | |
Voluntary
Resignation or Termination for Cause or Without Good Reason |
| |
Termination
Without Cause or for Good Reason |
| |
Termination
Without Cause (w/Sale of the Company) |
| |
Termination
Due to Death or Disability |
| ||||||||||||
Cash Payments | | | | | | ||||||||||||||||||||
Severance Bonus Amount
|
| | | $ | — | | | | | $ | — | | | | | $ | 41,825 | | | | | $ | — | | |
Benefits & Perquisites | | | | | | ||||||||||||||||||||
Health and Welfare Benefits
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Long-Term Incentive Compensation | | | | | | ||||||||||||||||||||
Value of Accelerated RSUs(A)
|
| | | $ | — | | | | | $ | 43,438 | | | | | $ | 43,438 | | | | | $ | — | | |
Total Value of Payments and Benefits
|
| | | $ | — | | | | | $ | 43,438 | | | | | $ | 85,263 | | | | | $ | — | | |
|
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares of Common Stock Beneficially Owned |
| |
Percent of
Class(2) |
| ||||||
Executive Officers and Directors | | | | ||||||||||
Matthew Messinger
|
| | | | 873,250(3) | | | | | | 2.8% | | |
Steven Kahn
|
| | | | 15,313 | | | | | | * | | |
Richard G. Pyontek
|
| | | | 16,132 | | | | | | * | | |
Jeffrey B. Citrin
|
| | | | 31,223 | | | | | | * | | |
Alan Cohen
|
| | | | 14,868 | | | | | | * | | |
Alexander C. Matina
|
| | | | 15,643 | | | | | | * | | |
Joanne M. Minieri
|
| | | | 101,923 | | | | | | * | | |
Keith Pattiz
|
| | | | 10,395 | | | | | | * | | |
All Executive Officers and Directors as a Group (8 Persons)
|
| | | | 1,078,747(3) | | | | | | 3.4% | | |
Greater than 5% Stockholders | | | | ||||||||||
Third Avenue Management LLC
|
| | | | 4,928,780(4) | | | | | | 15.6% | | |
MFP Partners, L.P.
|
| | | | 4,464,896(5) | | | | | | 14.2% | | |
Marcato Capital Management LP
|
| | | | 3,815,332(6) | | | | | | 12.1% | | |
DS Fund I LLC
|
| | | | 2,581,504(7) | | | | | | 8.2% | | |
Horse Island Partners, LLC
|
| | | | 1,689,138(8) | | | | | | 5.4% | | |
Title of Class
|
| |
Beneficial Owner
|
| |
Number of
Shares of Special Stock Beneficially Owned |
| |
Percent of
Class |
| ||||||
Special Stock | | |
Third Avenue Trust, on
behalf of Third Avenue Real Estate Value Fund 622 Third Avenue New York, NY 10017 |
| | | | 1 | | | | | | 100% | | |
Fees Category
|
| |
Year Ended
December 31, 2017 |
| |
Year Ended
December 31, 2016 |
| ||||||
Audit Fee
|
| | | $ | 199,500 | | | | | $ | 190,000 | | |
Audit Related Fees
|
| | | $ | 40,914 | | | | | $ | 27,506 | | |
Tax
|
| | | $ | 23,000 | | | | | $ | 23,000 | | |
Total Fees
|
| | | $ | 263,414 | | | | | $ | 240,506 | | |
|