SEC Filings

DEF 14A
ACADIA REALTY TRUST filed this Form DEF 14A on 03/26/2019
Entire Document
 

Long-Term Incentive Alignment Program

 

In 2009 the Compensation Committee and Board of Trustees approved the Company’s Long-Term Incentive Alignment Program (the "Program"), a multi-year performance-based compensation program designed to provide an incentive for high, long-term performance by motivating management to create shareholder value by increasing earnings through the profitable management of investment funds and joint ventures. The Program is designed to accomplish the following:

 

 

Reward management for true, long-term performance and not simply for making investment decisions without consideration of actual value realized;

 

 

Motivate management to deliver superior returns to opportunity fund investors, as well as to the Company through its direct investment, strategic investments and successful liquidation of Acadia Strategic Opportunity Fund III LLC ("Fund III"), Acadia Strategic Opportunity Fund IV LLC ("Fund IV") and Acadia Strategic Opportunity Fund V LLC ("Fund V", and together with Fund III and Fund IV, the "Funds"), thereby increasing shareholder value;

 

 

Provide a retention tool for years to come; and

 

 

Further align the interests of management, shareholders and external investors.

 

The Program is directly tied to the actual performance of the Funds and is designed as follows: The Company is entitled to a profit participation (the "Promote") of 20% of all cash distributed from the Funds in excess of (i) the return of all invested capital and (ii) the 6% preferred rate of return. Under the Program, after the payment of the preferred return and return of all invested capital, the Company may award up to 25% of its Promote to senior executives, or 5% of each dollar distributed by the Funds after the preferred return has been paid to investors. Each individual's allocation of the 25% of the Promote is subject to time-based, annual vesting over a five-year period from the grant date with 10% in years one and two, 20% in years three and four and 40% in year five for Funds III and IV. For Fund V, each individual’s allocation of the Promote is subject to time-based, annual vesting over a five-year period from the grant date with 20% each year.

 

If the investors of the Funds do not receive a return of all their invested capital and the 6% preferred return, no Promote will be paid to the Company and senior executives will receive no compensation under the Program. There is no interim profit participation on a transaction by transaction basis and thus a greater emphasis is placed on all investments being carefully selected and managed for the long term. The Program increases the alignment between senior executives and the investors of the Funds. Additionally, it should be noted that the Company is a significant investor in the Funds, with a 25% investment in Fund III, a 23% investment in Fund IV and a 20% investment in Fund V. The long-term success of the Funds benefits the Company, and thus shareholders, through both its capital investment and the Promote. For 2018, no compensation was paid under the Program to any Named Executive Officer.

 

Since 2009, the awards listed below, as a percentage of the potential Promote, were made as a result of the recommendation of the Compensation Committee and approval by the Board of Trustees. In the future, the Compensation Committee and the Board of Trustees may or may not recommend or approve awards to executive officers of additional allocations up to the permitted 25%.

 

Fund III Awards listed in the table below are reflective of each NEO’s role in connection with investments made in Fund III. As of December 31, 2013, the Company had allocated the entire 25% of the Fund III Promote, including an aggregate amount of 7.7794% that was allocated to officers other than the NEOs.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Named Executive Officer

2009 Award

Percentage

2010 Award

Percentage

2011 Award

Percentage

2012 Award

Percentage

2013 Award

Percentage

Total

Percentage

Ken Bernstein, President & CEO

6.2500

%

0.8350

%

0.8350

%

0.8350

%

1.4050

%

10.1600

%

John Gottfried, SVP & CFO

%

%

%

%

%

%

Joel Braun, EVP & CIO

2.5000

%

0.3000

%

0.4000

%

0.4000

%

0.5750

%

4.1750

%

Christopher Conlon, EVP & COO

0.2500

%

0.5475

%

0.5475

%

0.5475

%

0.9931

%

2.8856

%

Joseph Napolitano, SVP & CAO

0.7500

%

0.1150

%

0.1150

%

0.1150

%

0.2150

%

1.3100

%

Total

9.7500

%

1.7975

%

1.8975

%

1.8975

%

3.1881

%

18.5306%(1)

 

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