Compensation Tables
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation of our NEOs for the years ended December 31,
2016, December 31, 2017, December 31,2020, 2019, and 2018.
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NAME AND TITLE | | YEAR | | | SALARY(A) | | | STOCK AWARDS(B) | | | NON-EQUITY INCENTIVE PLAN COMPENSATION(C) | | | ALL OTHER COMPENSATION(D) | | | TOTAL | |
James C. Stewart | | | 2018 | | | | $800,000 | | | | $1,500,000 | | | | $1,200,000 | | | | $41,157 | | | | $3,541,157 | |
Chief Executive Officer | | | 2017 | | | | 800,000 | | | | 1,500,022 | | | | 1,200,000 | | | | 23,833 | | | | 3,523,855 | |
| | | 2016 | | | | 763,956 | | | | 1,000,074 | | | | 1,200,000 | | | | 11,066 | | | | 2,975,096 | |
Andy H. Chien | | | 2018 | | | | 400,000 | | | | 700,000 | | | | 300,000 | | | | 25,672 | | | | 1,425,672 | |
Chief Financial Officer and Treasurer | | | 2017 | | | | 400,000 | | | | 699,998 | | | | 300,000 | | | | 22,830 | | | | 1,422,828 | |
| | | 2016 | | | | 381,978 | | | | 500,037 | | | | 300,000 | | | | 13,851 | | | | 1,195,866 | |
James C. Stewart
Chief Executive Officer | | | 2020 | | | $850,000 | | | $2,000,000 | | | $1,275,000 | | | $44,329 | | | $4,169,329 |
| 2019 | | | 833,562 | | | 2,000,000 | | | 1,200,000 | | | 43,040 | | | 4,076,602 |
| 2018 | | | 800,000 | | | 1,500,000 | | | 1,200,000 | | | 41,157 | | | 3,541,157 |
Andy H. Chien
Chief Financial Officer and Treasurer | | | 2020 | | | 450,000 | | | 1,000,000 | | | 382,500 | | | 26,630 | | | 1,859,130 |
| 2019 | | | 433,562 | | | 1,000,000 | | | 340,000 | | | 26,511 | | | 1,800,073 |
| 2018 | | | 400,000 | | | 700,000 | | | 300,000 | | | 25,672 | | | 1,425,672 |
(A)
| See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Base Salary.” |
(B)
| For 2018,2020, consists of RSUs and PSUs granted under the MGP Omnibus Plan. For RSU awards, reflects the grant date value of such awards as determined in accordance FASB ASC 718. For PSU awards, in order for the target number of shares to be paid (the “Target Shares”), MGP’s TSR over a three-year performance period must be at the 50th percentile of the select group of MGP’s peers over the same period. No Class A shares in respect of PSUs are issued unless the TSR is equal to or greater than the 30th percentile of the peer group, and the maximum payout is 160% of the Target Shares, if MGP’s TSR is equal to or greater than the 90th percentile of the peer group over the three-year performance period. The grant date fair value for PSU awards was computed in accordance with FASB ASC 718, using a Monte Carlo simulation model. Assuming the highest level of achievement of the TSR performance criteria that can be achieved, the grant date fair value of the PSU awards were $1.8$1.9 million and $0.8$1.0 million for Mr. Stewart and Mr. Chien, respectively. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentives.” Mr. Stewart received a Bonus Deferred RSU award in 20182020 with a grant date value of $0.4 million. $0.3 million in connection with his 2019 performance. |
(C)
| The amounts reflected in this column are the gross amounts of each NEOs’ annual bonus award earned in respect of the applicable fiscal year. For Mr. Stewart, the amounts shown include the amount earned in excess of his annual base salary for the applicable fiscal year that was paid in the form of Bonus PSUs in respect of 2016, and Bonus Deferred RSUs in respect of 20172018 and 20182019 performance. For 2016 and 2017 performance, 100% of any excess amount was paid in Bonus PSUs and Bonus Deferred RSUs, respectively. For 2018 performance, 33% of anythe excess amount was paid in Bonus Deferred RSUs (with the remainder paid in cash). For 2019 performance, 67% of any amount earned in between a NEO’s base salary and target bonus was paid in Bonus Deferred RSUs (with remainder paid in cash) and 33% of any bonus amount earned in excess of target was paid in Bonus Deferred RSUs (with the remainder in cash). For 2020 performance, 100% of his annual bonus award was paid in cash since his bonus did not exceed the target bonus. For Mr. Chien, 100% of his annual bonus award was paid in cash for 2018, 2019, and 2020. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus” for more details. The cash-portion of such amounts were each paid in a lump sum in the first quarter of the following fiscal year. |
(D)
| All other compensation for 2018 consists of health plan expenses, life insurance premiums and benefits, and 401K match contributions. |
GRANTS OF PLAN-BASED AWARDS
The table below shows plan-based awards granted during
20182020 to our NEOs. See “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive Bonus” and “—Long-Term Equity Incentives” for a narrative description of these awards.
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NAME | | GRANT DATE | | | ESTIMATED POSSIBLE PAYOUTS UNDERNON-EQUITY INCENTIVE PLAN AWARDS(A) | | | ESTIMATED NUMBER OF SHARES FOR FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(B) | | | GRANT DATE FAIR VALUE OF STOCK AWARDS(B) | |
| THRESHOLD | | | TARGET | | | MAXIMUM | | | THRESHOLD | | | TARGET | | | MAXIMUM | |
Mr. Stewart | | | N/A | | | | $— | | | | $800,000 | | | | $1,400,000 | | | | — | | | | — | | | | — | | | | $ — | |
| | 4/23/2018 | (C)�� | | | — | | | | — | | | | — | | | | — | | | | 14,358 | | | | — | | | | 400,000 | |
| | 4/23/2018 | (D) | | | — | | | | — | | | | — | | | | 18,477 | | | | 36,953 | | | | 59,125 | | | | 1,100,000 | |
Mr. Chien | | | N/A | | | | — | | | | 200,000 | | | | 350,000 | | | | — | | | | — | | | | — | | | | — | |
| | 4/23/2018 | (C) | | | — | | | | — | | | | — | | | | — | | | | 7,179 | | | | — | | | | 200,000 | |
| | 4/23/2018 | (D) | | | — | | | | — | | | | — | | | | 8,399 | | | | 16,797 | | | | 26,875 | | | | 500,000 | |
Mr. Stewart | | | N/A | | | $— | | | $1,275,000 | | | $2,231,250 | | | — | | | — | | | — | | | $— |
| 10/5/2020(C) | | | — | | | — | | | — | | | — | | | 28,399 | | | — | | | 800,000 |
| 10/5/2020(D) | | | — | | | — | | | — | | | 19,671 | | | 39,341 | | | 62,946 | | | 1,200,000 |
Mr. Chien | | | N/A | | | — | | | 382,500 | | | 669,375 | | | — | | | — | | | — | | | — |
| 10/5/2020(C) | | | — | | | — | | | — | | | — | | | 14,200 | | | — | | | 400,000 |
| 10/5/2020(D) | | | — | | | — | | | — | | | 9,836 | | | 19,671 | | | 31,474 | | | 600,000 |
(A)
| Pursuant to the terms of the 2018 annual bonus program, 33% of the portionAnnual Bonus Program for 2020, 100% of any annual cash bonus earned by our NEOs in 2018 that was in excess of 100% of their base pay was grantedtarget for the CEO would be paid in the form of Bonus Deferred RSUs, with the remainder paid in cash.RSUs. As Mr. Stewart received 100% of his target bonus, he did not receive a Bonus Deferred RSU award in the first quarter of 2019 with a grant date value of $132,000.relation to 2020 performance. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation—Long-Term Equity Incentives—Bonus Deferred RSUs.” |
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Compensation Tables
(B)
| See note (C)(B) to the Summary Compensation Table above. Number of units shown does not include dividend equivalent rights credited during 2018,2020, because the grant date fair value of awards takes into account the value of quarterly dividends. |
(C)
| RSU award granted under the MGP Omnibus Plan. |
(D)
| PSU award granted under the MGP Omnibus Plan. |
TABLE OF CONTENTS
ESTIMATED BENEFITS UPON TERMINATION
The following table indicates the estimated amounts that would be payable to each NEO upon a hypothetical termination as of December 31,
20182020 under various termination scenarios, pursuant to the applicable employment agreements, policies and equity awards.
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| | SEVERANCE(A) | | | VESTING OF RSUs(B)(C) | | | VESTING OF PSUs(B)(C)(D) | | | OTHER(F) | | | TOTAL | |
Death or Disability | | | | | | | | | | | | | | | | | | | | |
Mr. Stewart | | | $ 200,000 | | | | $ 349,853 | | | | $3,359,317 | | | | $ — | | | | $3,909,170 | |
Mr. Chien | | | 100,000 | | | | 174,940 | | | | 1,590,759 | | | | — | | | | 1,865,699 | |
Company Terminates Without Good Cause | | | | | | | | | | | | | | | | | | | | |
Mr. Stewart | | | 1,600,000 | | | | 349,853 | | | | 3,359,317 | | | | 59,085 | | | | 5,368,255 | |
Mr. Chien | | | 600,000 | | | | 174,940 | | | | 1,590,759 | | | | 34,469 | | | | 2,400,168 | |
NEO Terminates Without Good Cause/Company Terminates With Good Cause | | | | | | | | | | | | | | | | | | | | |
Mr. Stewart | | | — | | | | — | | | | — | | | | — | | | | — | |
Mr. Chien | | | — | | | | — | | | | — | | | | — | | | | — | |
NEO Terminates With Good Cause | | | | | | | | | | | | | | | | | | | | |
Mr. Stewart | | | 1,600,000 | | | | 349,853 | | | | 3,359,317 | | | | 59,085 | | | | 5,368,255 | |
Mr. Chien | | | 600,000 | | | | 174,940 | | | | 1,590,759 | | | | 34,469 | | | | 2,400,168 | |
Change of Control(E) | | | | | | | | | | | | | | | | | | | | |
Mr. Stewart | | | 3,200,000 | | | | 1,002,471 | | | | 3,929,016 | | | | 78,780 | | | | 8,210,267 | |
Mr. Chien | | | 1,200,000 | | | | 501,183 | | | | 1,849,704 | | | | 45,959 | | | | 3,596,846 | |
Death or Disability
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Mr. Stewart | | | $212,500 | | | $1,562,246 | | | $5,367,700 | | | $— | | | $7,142,446 |
Mr. Chien | | | 112,500 | | | 781,092 | | | 2,601,750 | | | — | | | 3,495,342 |
Company Terminates Without Good Cause
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Mr. Stewart | | | 2,125,000 | | | 633,794 | | | 3,969,051 | | | 68,868 | | | 6,796,713 |
Mr. Chien | | | 832,500 | | | 316,881 | | | 1,902,416 | | | 37,170 | | | 3,088,967 |
NEO Terminates Without Good Cause/Company Terminates With Good Cause
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Mr. Stewart | | | — | | | — | | | — | | | — | | | — |
Mr. Chien | | | — | | | — | | | — | | | — | | | — |
NEO Terminates With Good Cause
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Mr. Stewart | | | 2,125,000 | | | 633,794 | | | 3,969,051 | | | 68,868 | | | 6,796,713 |
Mr. Chien | | | 832,500 | | | 316,881 | | | 1,902,416 | | | 37,170 | | | 3,088,967 |
Change of Control(E)
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Mr. Stewart | | | 4,250,000 | | | 1,694,113 | | | 5,367,700 | | | 85,657 | | | 11,397,470 |
Mr. Chien | | | 1,665,000 | | | 847,009 | | | 2,601,750 | | | 50,260 | | | 5,164,019 |
(A)
| This column does not include any unpaid prior year bonuses that were earned prior to the date of termination. |
(B)
| The value of outstanding RSUs and PSUs (including any accelerated or continued vesting that would occur under each of these termination scenarios) is based on the closing price of our Class A shares on December 31, 2018,2020, which was $26.41. $31.30. |
(C)
| For purposes of the calculation of any continued or accelerated vesting in respect of outstanding equity awards, (1) we have assumed that in connection with each NEO’s termination, such NEO was eligible for the maximum post-termination continued and accelerated vesting period applicable to each award, which may not be the case if an actual termination were to occur, and (2) we have treated continued vesting of awards in the same manner as accelerated vesting based on the Class A share price on December 31, 2018. 2020. |
(D)
| Assumes that December 31, 20182020 was end of the performance period for PSUs. |
(E)
| Assumes each NEO’s employment terminates (other than as a result of a termination by the Company for good cause or by the NEO without good cause) in connection with a change of control. In general, no benefits are payable solely as a result of a change of control (i.e., in general, there are no single trigger benefits). The only situation in which change of control benefits are potentially payable absent an executive’s termination is the case of equity awards in the event they are not assumed by the acquirer as part of the change of control. In the event of such a triggering event occurring, the NEO would receive estimated benefits set forth in the columns entitled “Vesting of RSUs” and “Vesting of PSUs.” |
(F)
| Represents the estimated value of COBRA payments payable in connection with the applicable triggering event. |
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| | | | MGM Growth Properties LLC 2019 Proxy Statement
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Compensation Tables
Employment Agreements with Named Executive Officers
Stewart Employment Agreement
On
April 5, 2016, Mr. StewartJune 17, 2019, the Operating Partnership entered into an employment agreement with
the Operating Partnership, pursuant to which he commenced employmentMr. Stewart, effective as
Chief Executive Officer of
the Operating Partnership and of the Company.May 1, 2019. Mr. Stewart’s employment agreement provides for a
three-year term
of employment commencing on the date of the Company’s initial public offering onuntil April
25, 2016.30, 2023.
Mr. Stewart’s employment agreement provides a minimum annual base salary of
$800,000. Per Mr. Stewart’s employment agreement, his$850,000 and an annual target bonus
is equal to
100%150% of his base salary.
In the event of a termination of Mr. Stewart’s employment as the result of his death or a termination by the Operating Partnership due to disability, the Operating Partnership would be obligated towill pay Mr. Stewart three months’ salary payable at regular payroll intervals (less any payments received from an employer-paid short term disability policy).