Certain Compensation Arrangements
Named Executive Officers
As disclosed in the Companys proxy statement for its 2004 Annual Meeting of Stockholders (the 2004 Proxy Statement), the Compensation Committee of the Companys Board of Directors has for recent years, including 2004, structured the compensation of the executive officers who were named in the Summary Compensation Table of the Companys 2004 Proxy (the Named Executive Officers, who are expected to also be named in the Summary Compensation Table of the Companys proxy statement for its 2005 Annual Meeting of Stockholders) as follows:
Base Salary. The Company establishes base salary for its key executives annually after reviewing their duties and making an evaluation of recent performance, periodically reviewing base salary levels and total compensation for key executives of comparable REITs, and after determining the appropriate level of total compensation in a year when target performance is achieved. The Compensation Committee approved (for Board ratification, as described below) revised base salaries for 2005 for the Named Executive Officers. The base salaries for the Named Executive Officers will be as follows (effective as of March 1, 2005 except as otherwise noted): Bryce Blair $725,000 (with an interim increase to $682,500 as of December 6, 2004); Timothy J. Naughton $435,716; Thomas J. Sargeant $401,415; Samuel B. Fuller $386,096; and Leo Horey $330,174.
Cash Bonus. Under the Companys corporate (cash) bonus plan, the Compensation Committee may award annual cash bonuses to officers for the achievement of specified performance goals by the Company, the individual and the individuals business unit, with varying weightings applied to each category of goals based on the individuals position within the Company. Each year, the Compensation Committee sets for each officer the threshold, target or maximum cash bonuses that may be awarded to that officer if threshold, target or maximum goals are achieved. For bonuses awarded in 2005 with respect to 2004, the Company-wide goals used in determining cash bonuses were (i) the achievement of a targeted level of Funds from Operations (FFO) per share, (ii) the achievement of growth in FFO per share as compared to a peer group of apartment REITs, (iii) the achievement of a targeted average fixed charge coverage ratio, (iv) the operating performance of development and construction activities as compared to the original budgeted performance, and (v) managements effectiveness at achieving various corporate initiatives. The same categories of goals will be used to determine cash bonus awards to be granted in 2006 with respect to 2005. The Compensation Committee approved (for Board ratification, as described below) the following cash bonus awards in respect of 2004 performance: Bryce Blair $971,805; Timothy J. Naughton $528,439; Thomas J. Sargeant $507,247; Samuel B. Fuller $425,715; and Leo S. Horey $305,794. Cash bonus awards for 2005 performance will be determined and paid in early 2006.
Long-Term Incentive Awards. Under the Companys long-term incentive (equity) plan, stock options and restricted stock are granted under the Companys 1994 Stock Incentive Plan to provide long-term performance incentives and rewards tied to the price of the Companys Common Stock. Each year the Compensation Committee sets for each Named Executive Officer the threshold, target and maximum number of options and restricted shares that may be granted to that officer if threshold, target or maximum goals are achieved by the Company and the individuals business unit. The Company goals for 2004 were (i) total shareholder return as measured on both an absolute basis (based on a three-year average) and a relative basis as measured against a peer group of apartment REITs, (ii) the multiple that the price of the Common Stock represents to the Companys FFO per share, as measured against a peer group of apartment REITs, and (iii) management effectiveness at achieving various corporate initiatives. For awards
to be granted in 2006 with respect to 2005, the same categories of goals will be used. The Compensation Committee approved (for Board ratification, as described below) the following awards of stock options and restricted shares for the Named Executive Officers in respect of 2004 performance:
|Stock Options||Restricted Shares|
Samuel B. Fuller
Leo S. Horey
The Boards practice is that annual compensation arrangements affecting senior executive officers be approved by the Compensation Committee but not finalized until ratified by the full Board (or, in the case of the Chief Executive Officer, until ratified by the independent directors). Full Board (or independent director) ratification of the determinations made above were given.
Compensation arrangements for the Companys non-employee directors were described in Exhibit 10.1 of the companys Form 10-Q for the quarter ended June 30, 2003, which exhibit is incorporated herein by reference. In addition to the arrangements described in that exhibit, the Board has approved the payment of $2,500 per month to the Lead Independent Director for serving in that capacity.