UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the
Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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POST PROPERTIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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ONE RIVERSIDE
4401 NORTHSIDE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30327-3057
404.846.5000
FAX 404.504.9388
WWW.POSTPROPERTIES.COM
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April 5, 2012
Dear Shareholder:
We cordially invite you to attend the 2012 Annual Meeting of
Shareholders of Post Properties, Inc. to be held on Wednesday, May 30, 2012, at 9:00 a.m. local time at our offices, One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, GA 30327.
The items of business are listed in the following Notice of Annual Meeting of Shareholders and are more fully addressed in the Proxy
Statement.
We are pleased to take advantage of the Securities and Exchange Commission rule allowing companies to furnish
proxy materials to shareholders over the Internet. We believe that this e-proxy process expedites shareholders receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting. On
April 5, 2012, we began mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report and how to vote over the Internet or how to request and return a proxy card by
mail. Shareholders who previously made a request to receive a paper copy of the proxy materials were mailed the Proxy Statement, an annual report and proxy card, and shareholders who previously made a request to receive email delivery of the proxy
materials were sent a proxy materials email with instructions on how to access our Proxy Statement and annual report and how to vote over the Internet. For information on how to vote your shares, please refer to the Notice of Internet Availability
of Proxy Materials, proxy materials email or proxy card you received to assure that your shares will be represented and voted at the Annual Meeting even if you cannot attend.
On behalf of your board of directors, thank you for your continued support of and interest in Post Properties, Inc.
Sincerely,
Robert C. Goddard, III
Chairman of the Board
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ONE RIVERSIDE
4401 NORTHSIDE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30327-3057
404.846.5000
FAX 404.504.9388
WWW.POSTPROPERTIES.COM
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POST PROPERTIES, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 2012
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Post Properties, Inc. will be held at our offices, One
Riverside, 4401 Northside Parkway, Suite 800, Atlanta, GA 30327 on Wednesday, May 30, 2012, at 9:00 a.m. local time, for the following purposes:
(1) to elect the nine directors nominated by the board of directors and listed in this Proxy Statement for a one-year term,
(2) to approve, on an advisory basis, executive compensation, often referred to as say on pay,
(3) to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for
2012, and
(4) to transact such other business as may properly come before the Annual Meeting or any
adjournment or postponement of the Annual Meeting.
Only the holders of record of common stock of Post Properties, Inc. at the
close of business on March 28, 2012 are entitled to notice of and to vote at the Annual Meeting of Shareholders and any adjournment or postponement of the Annual Meeting. A list of shareholders as of the close of business on March 28, 2012
will be available at the Annual Meeting for examination by any shareholder, his agent or his attorney.
Your attention is
directed to the Proxy Statement provided with this Notice.
By Order of the Board of Directors,
Sherry W. Cohen
Executive Vice President
and Corporate Secretary
Atlanta, Georgia
April 5, 2012
Your vote is important. Whether or not you expect to attend the Annual Meeting, please vote your shares
over the Internet or, if you requested and received a paper copy of the proxy card by mail, vote your shares over the Internet or by telephone or sign and date the proxy card and return it in the envelope enclosed therewith, which does not require
any postage if mailed in the United States. If you are a shareholder of record and you attend the Annual Meeting, you may revoke the proxy and vote your shares in person. If you are a beneficial owner and you have a legal proxy to vote your shares,
you may vote in person at the Annual Meeting.
If you hold shares of common stock through a bank, broker or other nominee, your bank,
broker or other nominee will vote your shares for you if you provide instructions on how to vote the shares. In the absence of instructions, your bank, broker or other nominee can only vote your shares on certain limited matters, but will not be
able to vote your shares on other matters. It is important that you provide voting instructions because banks, brokers and other nominees do not have the authority to vote your shares for the election of directors or for the say on pay
advisory vote without instructions from you.
Important Notice regarding the Availability of Proxy Materials for the Annual Meeting to
be held on May 30, 2012.
The Proxy Statement and Annual Report to security holders are available at
www.edocumentview.com/ PPS2012.
TABLE OF CONTENTS
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POST PROPERTIES, INC.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327-3057
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 30, 2012
GENERAL INFORMATION
The 2012 Annual Meeting of Shareholders (Annual Meeting) of Post Properties, Inc. (Post Properties or the Company) will be held on
Wednesday, May 30, 2012, at the Companys offices, One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, GA 30327, beginning promptly at 9:00 a.m. local time. The form of proxy provided herewith is solicited by our board of
directors. We anticipate that a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report and how to vote over the Internet or how to request and return a proxy card by mail
will first be mailed to our shareholders on or about April 5, 2012. We anticipate that, for shareholders who previously made a request to receive a paper copy of the proxy materials, a paper copy of the Proxy Statement, annual report and proxy
card will first be mailed on or about April 5, 2012. We anticipate that, for shareholders who previously made a request to receive email delivery of the proxy materials, a proxy materials email with instructions on how to access our Proxy
Statement and annual report and how to vote over the Internet, will first be emailed on or about April 5, 2012.
Why is this Proxy
Statement being made available?
Our board of directors has made this Proxy Statement available to you because you own shares of our
common stock. This Proxy Statement describes issues on which we would like you, as a shareholder, to vote. It also gives you information on these issues so that you can make an informed decision.
When you vote over the Internet or (if you received a proxy card by mail) by telephone or by signing, dating and returning a proxy card, you appoint
David P. Stockert and Sherry W. Cohen as your representatives at the Annual Meeting. Mr. Stockert and Ms. Cohen will vote your shares at the Annual Meeting as you have instructed them. This way, your shares will be voted whether or not you
attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is a good idea to vote over the Internet or (if you received a proxy card by mail) by telephone or by signing, dating and returning your proxy card in advance of the Annual
Meeting just in case your plans change.
If an issue comes up for vote at the Annual Meeting other than the proposals described in this Proxy
Statement, Mr. Stockert and Ms. Cohen will vote your shares, under your proxy, at their discretion.
Why did I receive a Notice
of Internet Availability of Proxy Materials in the mail instead of a printed set of proxy materials?
Pursuant to rules adopted by the
Securities and Exchange Commission (SEC), we are permitted to furnish our proxy materials over the Internet to our shareholders by delivering a Notice of Internet Availability of Proxy Materials in the mail. Unless requested, you will not receive a
printed copy of the proxy materials in the mail. Instead, the Notice of Internet Availability of Proxy Materials instructs you on how to access and review the Proxy Statement and 2011 Annual Report to Shareholders over the Internet at
www.edocumentview.com/PPS2012
. The Notice of Internet Availability of Proxy Materials
also instructs you on how you may submit your proxy over the Internet, or how you can request a full set of proxy materials, including a proxy card to return by mail. If you received a Notice of
Internet Availability of Proxy Materials in the mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials provided in the Notice of Internet Availability of Proxy
Materials.
What is the record date?
The record date is March 28, 2012. Only shareholders of record of common stock as of the close of business on this date will be entitled to notice of and to vote at the Annual Meeting.
How many shares are outstanding?
As of
the record date, we had 53,641,106 shares of common stock outstanding in addition to 151,228 outstanding partnership units in Post Apartment Homes, L.P. (Post Apartment Homes), which are exchangeable for shares of common stock on a one-for-one
basis. Only shares of common stock outstanding as of the record date will be eligible to vote at the Annual Meeting. Each holder of common stock on the record date is entitled to one vote for each share of common stock held.
What am I voting on?
You are being
asked to vote on the following:
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to elect the nine directors nominated by the board and listed in this Proxy Statement for a one-year term,
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to approve, on an advisory basis, the executive compensation of the Named Executive Officers as disclosed in this Proxy Statement, and
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to ratify the appointment of Deloitte & Touche LLP as our independent registered public accountants for 2012.
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No cumulative voting rights are authorized, and dissenters rights are not applicable to the matters being voted upon.
How do I vote?
If you are a registered
shareholder, meaning that your shares are registered in your name, you have four voting options. You may vote:
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over the Internet at the web address noted in the Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card you received
(if you have access to the Internet, we encourage you to vote in this manner),
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by telephone through the number noted in the proxy card you received (if you received a proxy card),
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by signing and dating your proxy card (if you received a proxy card) and mailing it in the prepaid and addressed envelope enclosed therewith, or
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by attending the Annual Meeting and voting in person.
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Please follow the directions in the Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card you received carefully.
Are voting procedures different if I hold my shares in the name of a broker, bank or other nominee?
If your shares are held in street name through a broker, bank or other nominee, please refer to the instructions they provide regarding how
to vote your shares or to revoke your voting instructions. The availability of telephone and Internet voting depends on the voting processes of the broker, bank or other nominee. Street name holders may vote in person only if they have a legal proxy
to vote their shares as described below.
In addition, if you hold shares through the Companys 401(k) plan, your voting instructions (or
any change to your voting instructions) must be received by 12:00 a.m., Eastern Time, on May 28, 2012 in order to allow the plan administrator to tabulate the vote for shares held in the 401(k) plan in accordance with the plans stock fund
operating procedures.
What if I return my proxy card but do not provide voting instructions?
If you return a signed proxy card but do not provide voting instructions, your shares will be voted
for
the nine directors nominated by the board
and listed in this Proxy Statement,
for
the approval, on an advisory basis, of executive compensation, and
for
the ratification of the appointment of the independent registered public accountants.
Can all shareholders vote in person at the Annual Meeting?
We will pass out written ballots to anyone who wants to vote at the Annual Meeting. If you hold your shares through a broker, bank or other nominee, you must bring with you a legal proxy from your broker,
bank or other nominee authorizing you to vote such shares in order to vote in person at the Annual Meeting. Please note that if you request a legal proxy, any previously submitted proxy will be revoked and your shares will not be voted unless you
attend the Annual Meeting and vote in person or appoint another proxy to vote on your behalf.
What does it mean if I receive more than one
Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card?
It means that you have multiple accounts with
the transfer agent and/or with a broker, bank or other nominee. You will need to vote separately with respect to each Notice of Internet Availability of Proxy Materials, proxy materials email or proxy card you received. Please vote all of the shares
you own.
What if I change my mind after I vote my proxy?
You may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:
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voting again over the Internet or by telephone prior to 12:00 a.m., Eastern Time, on May 30, 2012,
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signing and returning another proxy card with a later date,
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voting in person at the Annual Meeting, or
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giving written notice to the Corporate Secretary of Post Properties.
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Please note that street name holders cannot vote in person at the Annual Meeting unless they have a legal proxy.
How many votes do you need to hold the Annual Meeting?
In order for us to conduct the
Annual Meeting, we must have a quorum, which means that a majority of our outstanding shares of common stock as of the record date must be present at the Annual Meeting. Your shares will be counted as present at the Annual Meeting if you:
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vote over the Internet or by telephone,
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properly submit a proxy card (even if you do not provide voting instructions), or
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attend the Annual Meeting and vote in person.
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Will my shares be voted if I do not vote over the Internet, vote by telephone, sign and return my proxy card or vote in person at the Annual Meeting?
If you are a registered shareholder, meaning that your shares are registered in your name, and you do not vote over the Internet, by telephone, by
signing and returning your proxy card or by voting in person at the Annual Meeting, then your shares will not be voted and will not count in deciding the matters presented for consideration in this Proxy Statement.
If your shares are held in street name and you do not vote your shares, your broker, bank or other nominee may vote your shares on your behalf under
certain circumstances.
On routine matters, including the ratification of the appointment of the independent registered public
accountants described in this Proxy Statement, brokerage firms have authority under New York Stock Exchange (or NYSE) rules to vote their customers shares if their customers do not provide voting instructions. When a brokerage firm votes its
customers shares on a routine matter without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the Annual Meeting and in determining the number of shares voted
for
or
against
the routine matter.
On non-routine matters, including the election of directors and the say on pay
advisory vote described in this Proxy Statement, if the brokerage firm has not received instructions from the shareholder, the brokerage firm cannot vote the shares on that proposal. Accordingly, it is particularly important that you provide voting
instructions to your brokerage firm, so that your shares may be voted in the election of directors and the say on pay advisory vote.
When a brokerage firm does not have the authority to vote its customers shares or does not exercise its authority, these are referred to as broker non-votes. Broker non-votes are only
counted for establishing a quorum and will have no effect on the outcome of the vote.
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We encourage you to provide instructions to your brokerage firm by voting your proxy. This action ensures
your shares will be voted at the Annual Meeting.
How may I vote for each proposal?
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For Proposal 1 Election of Directors, you may vote
for
all nominees,
withhold
from all nominees or
withhold
from individual nominees.
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For Proposal 2 Advisory Approval of Executive Compensation, you may vote
for, against or abstain
from voting.
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For Proposal 3 Ratification of the Appointment of the Independent Registered Public Accountants, you may vote
for, against
or
abstain
from voting.
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How many votes are needed to elect directors?
Directors are elected by a plurality vote. As a result, the nine director nominees receiving the highest number of
for
votes will be elected as
directors. If you abstain from voting on the proposal and a quorum is present, abstentions will have no effect on the outcome of the vote on the proposal.
In 2006, we adopted a Policy on Majority Voting. The policy sets forth our procedures if a nominee is elected but receives a majority of
withheld
votes. In an uncontested election, any nominee for
director who receives a greater number of votes
withheld
from his or her election than votes
for
such election is required, within five days, to tender his or her resignation. Our Nominating and Corporate Governance Committee is
required to make a recommendation to the board of directors with respect to the resignation. The board of directors is required to take action with respect to this recommendation and to disclose its decision-making process. The policy is more fully
described under the caption Corporate Governance Policy on Majority Voting.
How many votes are needed to approve
executive compensation on an advisory basis?
With respect to the say on pay vote, in order to pass, the
for
votes cast
at the Annual Meeting must exceed the
against
votes cast at the Annual Meeting. If you abstain from voting on the proposal and a quorum is present, abstentions will have no effect on the outcome of the vote on the proposal.
How many votes are needed to approve the proposal to ratify the appointment of the independent registered public accountants?
For the proposal to pass, the
for
votes cast at the Annual Meeting must exceed the
against
votes cast at the Annual Meeting. If you abstain
from voting on the proposal and a quorum is present, abstentions will have no effect on the outcome of the vote on the proposal.
What
happens if a director nominee is unable to stand for election?
The board of directors may, by resolution, provide for a lesser number of
directors or designate a substitute nominee. In the latter event, shares represented by proxies will be voted
for
the substitute nominee designated by the board of directors. Proxies cannot be voted for more than nine director nominees at the
Annual Meeting.
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Where can I find the voting results of the Annual Meeting?
We will announce preliminary voting results at the Annual Meeting. We will publish the final results in a current report on Form 8-K within four business
days of the Annual Meeting. We will file that report with the SEC, and you can get a copy from:
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our website at
www.postproperties.com
by clicking on the For Investors link, followed by the SEC Filings tab,
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the SECs website at
www.sec.gov,
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the SEC at (800) SEC-0330, or
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our Corporate Secretary at Post Properties, Inc., One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327-3057.
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Who will pay for the costs of soliciting proxies?
We will bear the costs of soliciting proxies. In an effort to have as large a representation at the Annual Meeting as possible, one or more of our employees, in certain instances, may personally make
special solicitations of proxies either by telephone or mail. We also will reimburse brokers, banks, nominees and other fiduciaries for postage and reasonable clerical expenses of forwarding the proxy materials or sending a Notice of Internet
Availability of Proxy Materials to the beneficial owners of our common stock. In addition, we have retained Innisfree M&A Incorporated to assist in the solicitation of proxies with respect to shares of our common stock held of record by brokers,
nominees and institutions and, in certain cases, by other holders. Such solicitation may be made through the use of mail, by telephone or by personal calls. The anticipated cost of the services of Innisfree M&A Incorporated is $9,500 plus
expenses.
How can I obtain a copy of the 2011 Annual Report to Shareholders and the Annual Report on Form 10-K for the year ended
December 31, 2011?
Our Annual Report to Shareholders for the year ended December 31, 2011, which includes our Annual Report on
Form 10-K for the year ended December 31, 2011, is available at
www.edocumentview.com/PPS2012
, and if you received a printed copy of this Proxy Statement, accompanies this Proxy Statement. However, the annual report forms no part of
the material for the solicitation of proxies.
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This report may also be accessed through our website at
www.postproperties.com
by clicking on the For
Investors link, followed by the Financial Reports tab. In addition, our Annual Report on Form 10-K for the year ended December 31, 2011, is available from the SECs website at
www.sec.gov.
At the written request of any
shareholder who owns common stock as of the close of business on the record date, we will provide, without charge, paper copies of our Annual Report on Form 10-K, including the financial statements and financial statement schedule, as filed
with the SEC, except exhibits thereto. If requested by eligible shareholders, we will provide copies of the exhibits for a reasonable fee. You can request copies of our Annual Report on Form 10-K by following the instructions on the Notice of
Internet Availability of Proxy Materials or by mailing a written request to:
Post Properties, Inc.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327-3057
Attention: Corporate Secretary
How do I obtain directions to attend the Annual Meeting and vote in person?
Directions to the Annual Meeting are located at
www.edocumentview.com/PPS2012
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PROPOSAL 1 ELECTION OF DIRECTORS
Our bylaws provide that at least three and no more than 15 directors shall constitute the full board of directors.
Currently, our board of directors consists of ten members. The term of each of Robert C. Goddard, III, Douglas Crocker II, David P. Stockert, Herschel M. Bloom, Walter M. Deriso, Jr., Russell R. French, Dale Anne Reiss,
Stella F. Thayer, Ronald de Waal and Donald C. Wood expires at the 2012 Annual Meeting and when his or her respective successor is elected and qualified.
Upon the recommendation of our independent Nominating and Corporate Governance Committee, the board of directors has nominated incumbent directors Robert C. Goddard, III, David P. Stockert, Herschel
M. Bloom, Walter M. Deriso, Jr., Russell R. French, Dale Anne Reiss, Stella F. Thayer, Ronald de Waal and Donald C. Wood to stand for re-election at the Annual Meeting and to hold office until our 2013 Annual Meeting of Shareholders and
when his or her respective successor is elected and qualified.
In accordance with the mandatory
retirement policy for directors in our Corporate Governance Guidelines, Mr. Crocker is not eligible to stand for reelection at the Annual Meeting since his 72
nd
birthday occurs in April 2012. We thank Mr. Crocker for his eight years of service on our board. The size of our
board of directors will be reduced to nine members immediately following the Annual Meeting.
Biographical information about
our nominees for director and the experience, qualifications, attributes and skills considered by our Nominating and Corporate Governance Committee and the board of directors in determining that the nominee should serve as a director appears below.
For additional information about how we identify and evaluate nominees for director, see Selection of Director Nominees below.
Nominees for Election
Robert C. Goddard, III
has been a director of Post Properties since May 2002 and Chairman of the Board since February 2003. Since July 2000, Mr. Goddard has been Chairman and Chief
Executive Officer of Goddard Investment Group, LLC, a commercial real estate investment firm focusing in the Atlanta, Dallas, Houston, Denver and Miami markets. From 1988 to December 2000, Mr. Goddard served as Chairman and Chief Executive
Officer of the NAI/Brannen Goddard Company, a real estate firm. He is currently a member of the Board of Trustees of Emory University. Mr. Goddard is 57 years old.
We believe that Mr. Goddards experience of over 30 years in the real estate industry, knowledge of our core markets, and experience as Chairman and Chief Executive Officer of other significant
real estate businesses qualify him to serve as a director and Chairman of our Board.
David P. Stockert
has been a
director of Post Properties since May 2002. Since July 2002, Mr. Stockert has been President and Chief Executive Officer of Post Properties. From January 2001 to June 2002, Mr. Stockert served as Post Properties President and Chief
Operating Officer. From July 1999 to October 2000, Mr. Stockert was Executive Vice President of Duke Realty Corporation, a publicly traded real estate company. From June 1995 to July 1999, Mr. Stockert was Senior Vice President and Chief
Financial Officer of Weeks Corporation, also a publicly traded real estate company that was a predecessor by merger to Duke Realty Corporation. Prior to joining Weeks Corporation, Mr. Stockert worked as an investment banker and as a certified
public accountant. Mr. Stockert is 49 years old.
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We believe that Mr. Stockerts 20 year real estate career, including his
experience as a senior officer with public real estate companies and his service as our Chief Executive Officer, qualifies him to serve as a director.
Herschel M. Bloom
has been a director of Post Properties since May 1994. Mr. Bloom is a retired partner from the law firm of King & Spalding LLP. Mr. Blooms practice was
focused on corporate, partnership and real estate tax matters. Mr. Bloom was a partner with King & Spalding LLP for over 33 years until his retirement in April 2008. From 1986 to 2006, Mr. Bloom also served as a director of
Russell Corporation. Mr. Bloom is 69 years old.
We believe Mr. Blooms extensive experience as a
practicing tax lawyer counseling real estate concerns and public REITs and service on another public company board qualify him to serve as a director.
Walter M. Deriso, Jr.
has been a director of Post Properties since May 2004. Mr. Deriso currently serves as Chairman of the Board of Atlantic Capital Bancshares, Inc. and of its
subsidiary, Atlantic Capital Bank, a commercial banking and financial services company, and has held these positions since August 2006. From 1997 to February 2005, Mr. Deriso served as Vice Chairman of Synovus Financial Corp., a diversified
financial services company. Mr. Deriso held various offices with Security Bank and Trust Company of Albany, a subsidiary of Synovus, beginning in 1991 and served as Chairman of the Board from 1997 to 2006. Mr. Deriso was a practicing
attorney with the firm of Divine, Wilkin, Deriso, Raulerson & Fields from 1972 to 1991. In addition, Mr. Deriso has served on the boards of numerous organizations, including as Chairman of the Georgia Bankers Association, Chairman of
the Program Management Team of the Georgia Rail Passenger Program and a member of the Board of Visitors of Emory University. He is currently a member of the Board of Trustees of Emory University, Chairman of the Board of the Georgia Regional
Transportation Authority and a member of the board of directors of the Georgia Chamber of Commerce. Mr. Deriso is 65 years old.
We believe Mr. Derisos leadership background, roles with companies in the financial services sector, including his service on a public company board, his experience in finance, business
operations and in evaluating real estate assets, and his experience as a practicing attorney, qualify him to serve as a director.
Russell R. French
has been a director of Post Properties since July 1993. He is currently a special limited partner of Moseley & Co. VI, LLC and has held this position since 2007.
Mr. French is a retired venture capitalist and was previously a member of Moseley & Co. III and a partner of Moseley & Co. II, positions he had held for more than the past five years. In addition, Mr. French has been a
member of MKFJ-IV, LLC since 1998 and a member of Moseley & Co. V, LLC since 2000. Each of Moseley & Co. III, MKFJ-IV, LLC and Moseley & Co. V, LLC is the general partner of a venture capital fund. In addition,
Mr. French is a member of the Board of Trustees of Emory University and a former member of the board of directors of the Georgia Tech/Emory Biomedical Engineering Department. Mr. French is also a former director of the Georgia Research
Alliance. Mr. French is 66 years old.
We believe Mr. Frenchs experience in evaluating and understanding
businesses across a range of industries and his financial background qualify him to serve as a director. We also value Mr. Frenchs contributions as one of the audit committee financial experts on our board.
Dale Anne Reiss
has been a director of Post Properties since October 2008. Ms. Reiss is currently the Managing Director of
Artemis Advisors LLC, Chairman of Brock Real Estate LLC and Senior Managing Director of Brock Capital Group, LLC. Ms. Reiss retired in 2008 as the Global Director of
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Real Estate, Hospitality and Construction Services for Ernst & Young LLP. From 1995 through 2008, Ms. Reiss was a senior partner at Ernst & Young LLP. She also held the
position of managing partner at its predecessor, Kenneth Leventhal & Company, from 1985 through its merger with Ernst & Young in 1995. Previously, she was Senior Financial Officer for Urban Investment and Development Company, a
real estate investment and development company, from 1980 to 1985. Ms. Reiss is a trustee of the Urban Land Institute. Ms. Reiss is also a director of iStar Financial Incorporated, a commercial real estate finance company. Ms. Reiss
is 64 years old.
We believe that Ms. Reiss many years of experience in the real estate industry, significant
public company finance and accounting background, and service as a director of another public real estate company qualify her to serve as a director. We also value Ms. Reiss contributions as one of the audit committee financial experts on
our board.
Stella F. Thayer
has been a director of Post Properties since September 2005. Ms. Thayer is currently,
and has been for more than the past five years, an attorney and shareholder of the law firm of Macfarlane Ferguson & McMullen. She is also the President, Treasurer and a director of Tampa Bay Downs, Inc., an American thoroughbred horse
racing facility. From June 1992 through May 1997, Ms. Thayer served as the Chairman of the Board of Reflectone, Inc., a public company that focused on flight simulators and training applications for the U.S. Government, commercial and
international customers and the entertainment industry prior to the companys sale to British Aerospace. In addition, among Ms. Thayers many civic and governmental activities, she is the past Chairman of the Board of Trustees of the
Tampa General Hospital Foundation, a Trustee Emerita of the Board of Trustees of the University of South Florida Foundation, a member of the Board of Advisors of Columbia Law School, former Chairman of the Hillsborough County Aviation Authority,
former Chairman of the Hillsborough County Hospital Authority and a current or former trustee of the Ferguson Foundation, Inc., the Florida House, the LeRoy Collins Institute and the National Museum of Racing and Hall of Fame. Ms. Thayer is
71 years old.
We believe Ms. Thayers experience as a practicing lawyer, her business background
(including service as the Chairman of the Board of a public company and as President of a business enterprise), and her longstanding involvement in civic and charitable leadership roles in the community qualify her to serve as a director.
Ronald de Waal
has been a director of Post Properties since May 2000. Mr. de Waal is Chairman of the Board of WE
International b.v., a Netherlands corporation that operates fashion specialty stores in Belgium, the Netherlands, Switzerland, Germany and France, and has held this position since 1983. Mr. de Waal is also Chairman of Ronus Inc., an
Atlanta-based real estate company which develops and manages mixed-use real estate properties. Mr. de Waal was a director of Saks Incorporated and The Body Shop International plc (England) within the last five years. Mr. de Waal is
60 years old.
We believe Mr. de Waals experience as Chairman of the Board of a large, global business
enterprise, knowledge of the real estate industry, including as Chairman of an Atlanta-based real estate company, and prior service on other public company boards qualify him to serve as a director.
Donald C. Wood
has been a director of Post Properties since May 2011. Mr. Wood has been the President and Chief Executive
Officer of Federal Realty Investment Trust, a publicly traded real estate investment trust, since January 2003, and prior to that time, served in various officer positions with Federal, including President and Chief Operating Officer (from 2001 to
2003), Senior Vice President and Chief Operating Officer (from 2000 to 2001), Senior Vice President-Chief Operating Officer and
10
Chief Financial Officer (from 1999 to 2000) and Senior Vice President-Treasurer and Chief Financial Officer (from 1998 to 1999). Mr. Wood is also a member of the Board of Trustees of Federal
Realty Investment Trust, Chairman of the Board of the National Association of Real Estate Investment Trusts and a director of the Real Estate Roundtable. Mr. Wood is 51 years old.
We believe Mr. Woods extensive experience in the real estate industry, knowledge of our markets and leadership experience as
chief executive officer of a publicly traded real estate investment trust qualify him to serve as a director.
The board of
directors recommends a vote
FOR
the nine directors
nominated by the board and listed in this Proxy
Statement.
11
CORPORATE GOVERNANCE
Committees of the Board of Directors
Audit Committee.
The Audit Committee currently consists of Messrs. Deriso and French and Mss. Reiss and Thayer. The board of directors has determined that
Mr. French, the current committee chair, and Ms. Reiss qualify as audit committee financial experts within the meaning of SEC rules and regulations. All committee members are independent as defined in applicable SEC and NYSE
rules and under the director independence standards specified in our Corporate Governance Guidelines. During 2011, the committee held 13 meetings.
The Audit Committee is responsible for, among other things:
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directly appointing, retaining, evaluating, compensating and terminating our independent registered public accounting firm,
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discussing with our independent registered public accounting firm their independence from management,
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reviewing with our independent registered public accounting firm the scope and results of their audit,
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pre-approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm,
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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual
financial statements that we file with the SEC,
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reviewing and monitoring our accounting principles, accounting policies and financial and accounting controls,
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overseeing our internal auditors and coordinating their audit efforts with our independent registered public accounting firm, and
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reviewing policies with respect to risk and fraud assessment and risk and fraud management.
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Executive Compensation and Management Development Committee.
The Executive Compensation and Management
Development Committee currently consists of Messrs. Bloom, Deriso and French and Ms. Thayer. Ms. Thayer currently serves as chair. All committee members are independent as defined in applicable SEC and NYSE rules and under the
director independence standards specified in our Corporate Governance Guidelines. During 2011, the committee held six meetings.
The Executive Compensation and Management Development Committee is responsible for, among other things:
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annually reviewing and approving our goals and objectives for executive compensation,
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annually reviewing and approving for the Chief Executive Officer and the other senior executives (1) the annual base salary level, (2) the
annual cash incentive opportunity level, (3) the long-term incentive opportunity level, and (4) special or supplemental benefits or perquisites (if any),
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annually approving actual annual cash incentive plan payouts and long-term equity incentive grants,
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reviewing and approving employment agreements, severance arrangements and change of control agreements for the senior executive officers, as
appropriate,
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making recommendations and reports to the board of directors concerning matters of executive compensation,
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administering our executive incentive plans,
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making recommendations to the board of directors concerning matters of director compensation,
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reviewing compensation plans, programs and policies, and
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reviewing incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking.
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See Compensation Discussion and Analysis for a description of the processes and procedures of the Executive Compensation and Management
Development Committee and for additional information regarding the Executive Compensation and Management Development Committees role and managements role in determining compensation for executive officers and directors.
Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee currently
consists of Messrs. Crocker, Deriso and Goddard and Ms. Reiss. Mr. Deriso currently serves as chair. All committee members are independent as defined in applicable SEC and NYSE rules and under the director independence standards
specified in our Corporate Governance Guidelines. During 2011, the committee held three meetings.
The Nominating and
Corporate Governance Committee is responsible for, among other things:
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seeking potential candidates to be considered for election to the board of directors,
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recommending potential candidates for election to the board of directors,
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reviewing corporate governance matters, and
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making recommendations to the board of directors concerning the structure and membership of board committees.
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Strategic Planning and Investment Committee.
The Strategic Planning and Investment Committee currently
consists of Messrs. Bloom, Crocker, Goddard, de Waal, and Wood. Mr. Crocker currently serves as chair. During 2011, the committee held five meetings.
The Strategic Planning and Investment Committee is responsible for, among other things:
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developing a multi-year strategic business plan with our Chief Executive Officer and other executive officers and reviewing such plan annually,
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evaluating and overseeing financial strategy, development, dispositions, acquisitions and certain investments on behalf of the Company,
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considering the risks that may result from changes in the Companys corporate strategy and the risks associated with specific
transactions, and
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reviewing and recommending to the board of directors approval of certain types of transactions on behalf of the Company and its subsidiaries.
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In accordance with our Corporate Governance Guidelines, our Chairman annually reviews committee chairs and
membership and recommends any changes to the Nominating and Corporate Governance Committee, which will in turn conduct its own review and recommend any changes to the full board of directors.
Committee Charters and Corporate Governance Guidelines
The charters of each of the Audit Committee, the Executive Compensation and Management Development Committee, the Nominating and Corporate Governance Committee and the Strategic Planning and Investment
Committee and our Corporate Governance Guidelines may be accessed on our website at
www.postproperties.com
by clicking on the For Investors link, followed by the Corporate Governance tab, and are available in print upon request from our
Corporate Secretary.
Codes of Business Conduct and Ethics
We have a Code of Business Conduct, which is applicable to all directors and employees, including our executive and financial officers.
There is a separate Code of Ethics for Senior Executive and Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and persons performing similar functions. The Code of Business Conduct and
the Code of Ethics are available on our website at
www.postproperties.com
by clicking on the For Investors link, followed by the Corporate Governance tab, and are available in print upon request from our Corporate Secretary. Any amendments
to, or waivers of, the Code of Business Conduct or the Code of Ethics will be disclosed on our website promptly following the date of such amendment or waiver.
Selection of Director Nominees
General
Criteria and Process
It is the Nominating and Corporate Governance Committees responsibility to review and
recommend to the board of directors nominees for director and to identify one or more candidates to fill any vacancies that may occur on the board of directors. However, the board of directors expects the Nominating and Corporate Governance
Committee will consider the views of the Chairman and Chief Executive Officer in making appointments to the board of directors. As expressed in our Corporate Governance Guidelines, we do not set specific criteria for directors, but we believe that
candidates should show evidence of leadership in their particular field, have broad experience and the ability to exercise sound business judgment, possess the highest personal and professional ethics, integrity and values, and be committed to
representing the long-term interests of the shareholders. In light of our focus in the multifamily real estate industry, when evaluating each candidates experience, the Nominating and Corporate Governance Committee considers real estate
industry expertise. Although we have not adopted a formal policy with respect to diversity, our Corporate Governance Guidelines also provide that the membership of the board of directors should reflect a diversity of experiences, gender, ethnicity
and age. Under the charter of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee is responsible for determining desired board skills and attributes, including those described in the Corporate
Governance Guidelines.
14
For each of the nominees to the board of directors, the biographies included in this Proxy
Statement highlight the experiences and qualifications that were among the most important to the Nominating and Corporate Governance Committee in concluding that the nominee should serve as a director.
The Nominating and Corporate Governance Committee also believes that directors must be willing to devote sufficient time to carrying out
their duties and responsibilities effectively and should be committed to serve on the board of directors for an extended period of time. Our Corporate Governance Guidelines prohibit a director from serving on more than a total of six public company
boards (including the board of the Company) at any one time.
The Nominating and Corporate Governance Committee may use a
variety of sources to identify new candidates. New candidates may be identified through recommendations from independent directors or management, third-party search firms, discussions with others in the real estate industry who may know of suitable
candidates, and shareholder recommendations. For example, Mr. Wood, was initially identified as a director candidate by our Chief Executive Officer when the Nominating and Corporate Governance Committee and the board began evaluating potential
candidates with significant real estate and REIT chief executive officer experience in light of Mr. Crocker not being eligible to stand for reelection at the 2012 Annual Meeting due to our mandatory retirement policy. Our Chief Executive
Officer was familiar with Mr. Wood and Federal Realty as a result of real estate transactions that Post and Federal Realty had participated in together over the last decade.
The Nominating and Corporate Governance Committee typically evaluates each prospective candidates background and qualifications. In
addition, one or more committee members or the other board members interviews each prospective candidate. After completing the evaluation, prospective candidates are recommended to the full board by the Nominating and Corporate Governance Committee,
with the full board selecting the candidates to be nominated for election by the shareholders or to be elected by the board to fill a vacancy.
Shareholder Recommendation of Candidates for Director
We have not
adopted a specific policy regarding the consideration of director candidates recommended to our Nominating and Corporate Governance Committee by shareholders. Shareholders who wish to recommend candidates for consideration by the committee may
submit their recommendations in writing to our Corporate Secretary at the address provided in this Proxy Statement. The committee may consider these shareholder recommendations when it evaluates and recommends nominees to the board of directors for
submission to the shareholders at each annual meeting. For information regarding shareholder nominations of directors and shareholder proposals, please see the Other Matters section of this Proxy Statement.
Policy on Majority Voting
In 2006, we adopted a policy on majority voting in the election of directors. Pursuant to this policy, in an uncontested election of directors, any nominee who receives a greater number of votes
withheld
from his or her election than votes
for
his or her election will, within five days following the certification of the shareholder vote, tender his or her written resignation to the Chairman of the Board for consideration by
the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider the resignation and, within 45 days following the date of the shareholders meeting at which the election occurred, will
make a recommendation to the board of directors concerning the acceptance or rejection of the resignation.
15
In determining its recommendation to the board of directors, the Nominating and Corporate
Governance Committee will consider all factors deemed relevant, including:
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the stated reason or reasons why shareholders who cast
withhold
votes for the director did so,
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the qualifications of the director (including, for example, whether the director serves on the Audit Committee of the board of directors as an
audit committee financial expert and whether there are one or more other directors qualified, eligible and available to serve on the Audit Committee in such capacity), and
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whether the directors resignation from the board of directors would be in the Companys best interests and the best interests of our
shareholders.
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The Nominating and Corporate Governance Committee also will consider a range of possible
alternatives concerning the directors tendered resignation as the members of the Nominating and Corporate Governance Committee deem appropriate, including:
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acceptance of the resignation,
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rejection of the resignation, or
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rejection of the resignation coupled with a commitment to seek to address and cure the underlying reasons reasonably believed by the Nominating and
Corporate Governance Committee to have substantially resulted in the
withheld
votes.
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Under the
policy, the board of directors will take formal action on the recommendation no later than 75 days following the date of the shareholders meeting. In considering the recommendation, the board of directors will consider the information,
factors and alternatives considered by the Nominating and Corporate Governance Committee and any additional information, factors and alternatives as the board of directors deems relevant. We will publicly disclose, in a Form 8-K filed with the
SEC, the board of directors decision within four business days after the decision is made. The board of directors will also provide a full explanation of the process by which the decision was made and, if applicable, the board of
directors reason or reasons for rejecting the tendered resignation.
Director Independence
As part of our Corporate Governance Guidelines, we have established director independence standards which are set forth in our Corporate
Governance Guidelines, which may be accessed on our website at
www.postproperties.com
by clicking on the For Investors link, followed by the Corporate Governance tab. Our director independence standards meet or exceed the requirements of SEC
rules and regulations and the NYSE listing standards.
As required by the Corporate Governance Guidelines, the board of
directors reviewed and analyzed the independence of each director and director nominee. The purpose of the review was to determine whether any particular relationships or transactions involving directors or their affiliates or immediate family
members were inconsistent with a determination that the director is independent for purposes of serving on the board of directors and its committees. During this review, the board of directors examined whether there were any transactions and/or
relationships between directors or their affiliates or immediate family members and the Company and the substance of any such transactions or relationships.
16
As a result of this review, the board of directors affirmatively determined that the
following directors and nominees are independent for purposes of serving on the board of directors and meet the requirements set forth in our director independence standards: Messrs. Goddard, Crocker, Bloom, Deriso, French, de Waal and Wood and
Mss. Reiss and Thayer. The board of directors further determined that all current members of the Audit Committee, Executive Compensation and Management Development Committee and Nominating and Corporate Governance Committee are independent and
previously determined that all members of these committees during 2011 were independent. Mr. Stockert is not considered independent because he is an executive officer of the Company.
Board Leadership Structure and Role in Risk Oversight
Mr. Goddard has served as the Chairman of our board of directors since May 2002. Our Corporate Governance Guidelines provide that the Chairman will be an independent director under our director
independence standards and NYSE listing standards. The Chairman is elected by the other members of the board. Our Chairman provides leadership to ensure that the board functions in an independent, cohesive fashion.
We believe it is beneficial to have a non-executive Chairman who is responsible for leading the board. We also believe our President and
Chief Executive Officer should be principally responsible for running the Company. Under our Corporate Governance Guidelines and our bylaws, our non-executive Chairman:
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provides leadership to the board and facilitates communication between, and information flow to, the directors;
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presides at board meetings, executive sessions and shareholder meetings;
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sees that all orders, resolutions and policies adopted or established by the board are carried into effect;
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reviews and recommends any changes to committee chairs and membership to the Nominating and Corporate Governance Committee; and
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meets with shareholders and other constituencies from time-to-time.
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Our Chairman also has access to management and financial and other information as he deems appropriate from time-to-time to assist him
and the board in discharging their responsibilities. Under our Corporate Governance Guidelines, our Chairman and Chief Executive Officer set agendas for meetings of the board and jointly recommend new director candidates or changes in board
membership to the Nominating and Corporate Governance Committee.
Mr. Crocker has served as our Vice Chairman since
August 2008, and having reached our mandatory retirement age, is not eligible to stand for re-election at the Annual Meeting. Because the board believes our non-executive Chairman provides effective independent leadership for our board and our
company, the board of directors has determined to eliminate the role of Vice Chairman following the Annual Meeting. The board of directors has amended our Corporate Governance Guidelines, effective as of the Annual Meeting, consistent with this
determination.
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Our board has nine independent members (eight following the retirement of Mr. Crocker)
and only one non-independent member, our Chief Executive Officer. We have four standing board committees, including our Strategic Planning and Investment Committee, comprised solely of independent directors, each with a different independent
director serving as chair of the committee. We believe that the number of independent, experienced directors that make up our board, along with the independent oversight of the board by our non-executive Chairman, benefits our Company and our
shareholders.
Under our Corporate Governance Guidelines, our board of directors provides oversight of the Companys risk
management processes. Pursuant to the Corporate Governance Guidelines and the charter of our Audit Committee, the Audit Committee is primarily responsible for reviewing policies with respect to risk and fraud assessment and risk and fraud management
and meeting periodically with management to review the results of risk and fraud assessments conducted by management. The Audit Committee receives reports from management periodically regarding the Companys assessment of risks. In addition,
our director of internal audit periodically provides an enterprise risk management assessment to our Audit Committee. The Audit Committee also reports regularly on these matters to the full board of directors, which the board considers in assessing
the Companys risk profile. Each of our board committees also considers the risks within its area of responsibilities. For example, in accordance with its charter, our Executive Compensation and Management Development Committee reviews the
Companys incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and periodically considers the relationship between risk management and incentive compensation. Further, our Strategic
Planning and Investment Committee is charged with considering the risks that may result from changes in our corporate strategy and considering the risks associated with specific transactions in determining whether to recommend a particular
transaction to the full board of directors. We believe that the leadership structure of our board supports its effective oversight of the Companys risk management.
Meetings of the Board of Directors
During
2011, our board of directors held five meetings. Each of our directors attended at least 75% of the aggregate of all meetings of the board of directors and committees on which he or she served occurring in the time period during which such director
served in 2011. Directors are encouraged, but not required, to attend the annual shareholders meeting. All of our directors who were directors at the time of the 2011 annual shareholders meeting attended the meeting.
Executive Sessions of Non-Management Directors
Pursuant to the Corporate Governance Guidelines, Robert C. Goddard, III, our non-executive Chairman of the board, presides at
regularly scheduled executive sessions of our non-management directors.
Director Compensation
We pay our non-employee directors fees for their services as directors. For the year ended December 31, 2011, our non-employee
directors were entitled to receive:
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an annual retainer of $25,000,
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a board of directors meeting attendance fee of $1,500 per meeting,
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a committee meeting attendance fee of $1,000 per meeting (other than chair-only meetings),
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an additional annual retainer for the Audit Committee chair of $20,000,
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an additional annual retainer of $7,500 for the chairs of the Executive Compensation and Management Development Committee, the Nominating and Corporate
Governance Committee and the Strategic Planning and Investment Committee, and
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an annual grant of the number of shares of restricted stock equal to $60,000 divided by the closing price of the common stock on the NYSE on
December 31 to each non-employee director who is serving on the board of directors on December 31 of such year, with the shares vesting one-third each year over a three-year period beginning on the first anniversary of the grant date.
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Our non-executive Chairman has waived his receipt of the cash and stock compensation paid to our other
outside directors for the year ended December 31, 2011. The Company made an aggregate of $100,000 of cash donations to charitable organizations and educational institutions in the non-executive Chairmans honor. The charitable
organizations and educational institutions that received these donations from us were selected by us in consultation with our non-executive Chairman.
In general, equity awards to non-employee directors vest in connection with a change of control or upon reaching the mandatory retirement age of 72.
2011 Director Compensation Table
The following table sets forth information concerning the fiscal 2011 compensation of our non-employee directors:
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Name
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Fees Earned or
Paid in Cash
($)(1)
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Stock Awards
($)(2)
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Total
($)
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Herschel M. Bloom
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43,500
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59,984
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103,484
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Douglas Crocker II
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48,000
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59,984
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107,984
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Walter M. Deriso, Jr.
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60,000
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59,984
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119,984
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Russell R. French
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70,500
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59,984
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130,484
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Robert C. Goddard, III(3)
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Dale Anne Reiss
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47,500
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59,984
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107,484
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Stella F. Thayer
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58,000
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59,984
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117,984
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Ronald de Waal
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37,500
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59,984
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97,484
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Donald C. Wood
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22,541
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59,984
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82,525
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(1)
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Non-employee directors may elect to defer all or a part of their retainer and meeting fees under our Deferred Compensation Plan. Under the plan, we
issue a number of shares equal in value to the fees deferred by the non-employee directors into a rabbi trust organized in connection with the plan. Directors have the right to vote the shares held in the rabbi trust. Ms. Thayer and Mr. de
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Waal were the only directors that elected to defer a part of their retainer and meeting fees under our Deferred Compensation Plan in 2011. The fees of Ms. Thayer and Mr. de Waal were
deferred in the following number of shares for each director:
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Name
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Number of Shares
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Stella F. Thayer
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1,495
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Ronald de Waal
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970
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(2)
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On December 31, 2011, we granted each non-employee director (other than Mr. Goddard) 1,372 shares of restricted stock. The amount shown in the table
represents the grant date fair value of the restricted stock granted in 2011, computed in accordance with FASB ASC Topic 718. See Note 10 to the consolidated financial statements in the Form 10-K filed on February 28, 2012 for
information about the assumptions used to value these awards. These shares of restricted stock will vest one-third each year over a three year period, commencing December 31, 2012. Dividends are paid on all shares of restricted stock.
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The number of outstanding stock options and shares of restricted stock held as of December 31, 2011 by
each individual who served as one of our non-employee directors during 2011 is summarized in the table below.
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Name
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Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
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Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
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Number of
Outstanding
Shares of
Restricted Stock
(#)
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Herschel M. Bloom
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13,000
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3,495
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Douglas Crocker II
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10,000
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3,495
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Walter M. Deriso, Jr.
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10,000
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3,495
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Russell R. French
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13,000
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3,495
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Robert C. Goddard, III
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278,013
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Dale Anne Reiss
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3,495
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Stella F. Thayer
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7,500
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3,495
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Ronald de Waal
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13,000
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3,495
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Donald C. Wood
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1,372
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(3)
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Mr. Goddard, our non-executive Chairman, has waived his receipt of the cash and stock compensation paid to our other outside directors for the year ended
December 31, 2011. The Company made an aggregate of $100,000 of cash donations to charitable organizations and educational institutions in Mr. Goddards honor.
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All directors may make contributions and purchase shares under our employee stock purchase plan. Messrs. Bloom, Crocker, Deriso,
French, Goddard and Wood and Mss. Reiss and Thayer participated in our employee stock purchase plan in 2011.
Our
non-employee directors are reimbursed for all reasonable out-of-pocket expenses incurred in attending board meetings and director education programs.
Mandatory Retirement for Directors
In
accordance with our Corporate Governance Guidelines, no director may stand for election or re-election after the directors 72nd birthday.
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Communications with the Board of Directors
The board of directors has adopted a policy and process to facilitate communications with the board of directors as a group, our
non-executive Chairman of the Board and our non-management directors as a group. Shareholders and interested parties who wish to communicate directly with the members of the board of directors may do so by writing to Post Properties, Inc., One
Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327-3057, Attn: Corporate Secretary, or by sending electronic mail to
directors@postproperties.com.
The Corporate Secretary will forward all such communications to
directors.
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COMMON STOCK OWNERSHIP BY MANAGEMENT
AND PRINCIPAL SHAREHOLDERS
Except as otherwise indicated, the following table sets forth the beneficial ownership of shares of common stock as of February 29, 2012 for:
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our Chief Executive Officer, Chief Financial Officer and the three other most highly compensated executive officers calculated in accordance with SEC
rules and regulations (collectively the Named Executive Officers), and
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our directors and executive officers as a group.
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The table below also sets forth the beneficial ownership of shares of common stock for each shareholder that holds more than a 5% interest in our outstanding common stock.
Unless otherwise indicated in the footnotes, all of such interests are owned directly and the indicated person or entity has sole voting
and dispositive power.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Beneficial Owner(1)
|
|
Number
of Shares
Owned
|
|
|
Number of
Exercisable
Options(2)
|
|
|
Total
|
|
|
Percent of
Class(3)
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herschel M. Bloom
|
|
|
36,615
|
(4)
|
|
|
13,000
|
|
|
|
49,615
|
|
|
|
*
|
|
Douglas Crocker II
|
|
|
42,870
|
(5)
|
|
|
10,000
|
|
|
|
52,870
|
|
|
|
*
|
|
Walter M. Deriso, Jr.
|
|
|
38,486
|
(6)
|
|
|
10,000
|
|
|
|
48,486
|
|
|
|
*
|
|
Russell R. French
|
|
|
60,881
|
(7)
|
|
|
13,000
|
|
|
|
73,881
|
|
|
|
*
|
|
Robert C. Goddard, III
|
|
|
332,289
|
(8)
|
|
|
278,013
|
|
|
|
610,302
|
|
|
|
1.1%
|
|
Dale Anne Reiss
|
|
|
13,791
|
|
|
|
|
|
|
|
13,791
|
|
|
|
*
|
|
Stella F. Thayer
|
|
|
54,243
|
(9)
|
|
|
7,500
|
|
|
|
61,743
|
|
|
|
*
|
|
Ronald de Waal
|
|
|
171,960
|
(10)
|
|
|
13,000
|
|
|
|
184,960
|
|
|
|
*
|
|
Donald C. Wood
|
|
|
1,939
|
|
|
|
|
|
|
|
1,939
|
|
|
|
*
|
|
David P. Stockert
|
|
|
136,387
|
(11)
|
|
|
493,460
|
|
|
|
629,847
|
|
|
|
1.2%
|
|
Christopher J. Papa
|
|
|
37,512
|
(12)
|
|
|
59,713
|
|
|
|
97,225
|
|
|
|
*
|
|
Sherry W. Cohen
|
|
|
25,666
|
(13)
|
|
|
84,463
|
|
|
|
110,129
|
|
|
|
*
|
|
S. Jamie Teabo
|
|
|
17,783
|
(14)
|
|
|
10,233
|
|
|
|
28,016
|
|
|
|
*
|
|
Charles A. Konas
|
|
|
15,199
|
(15)
|
|
|
11,347
|
|
|
|
26,546
|
|
|
|
*
|
|
All directors and executive officers as a group (15 persons)
|
|
|
995,053
|
|
|
|
1,015,826
|
|
|
|
2,010,879
|
|
|
|
3.7%
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name of Beneficial Owner(1)
|
|
Number
of Shares
Owned
|
|
|
Number of
Exercisable
Options(2)
|
|
|
Total
|
|
|
Percent of
Class(3)
|
|
Five Percent Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FMR LLC(16)
|
|
|
7,101,317
|
|
|
|
|
|
|
|
7,101,317
|
|
|
|
13.3%
|
|
The Vanguard Group, Inc.(17)
|
|
|
5,683,923
|
|
|
|
|
|
|
|
5,683,923
|
|
|
|
10.7%
|
|
BlackRock, Inc.(18)
|
|
|
4,885,088
|
|
|
|
|
|
|
|
4,885,088
|
|
|
|
9.2%
|
|
CBRE Clarion Securities, LLC(19)
|
|
|
3,447,313
|
|
|
|
|
|
|
|
3,447,313
|
|
|
|
6.5%
|
|
Vanguard Specialized FundsVanguard REIT Index Fund (20)
|
|
|
2,797,217
|
|
|
|
|
|
|
|
2,797,217
|
|
|
|
5.3%
|
|
(1)
|
Under SEC rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power
to vote or to direct the voting of such security, or investment power, which includes the power to dispose of or to direct the disposition of such security. A person also is deemed to be a beneficial owner of any securities which that
person has the right to acquire within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which he or she has no
economic or pecuniary interest.
|
(2)
|
Includes options that become exercisable on or before April 29, 2012.
|
(3)
|
Based on an aggregate of 53,276,385 shares issued and outstanding as of February 29, 2012. Assumes that all options beneficially owned by the person are exercised
for shares of common stock. The total number of shares outstanding used in calculating this percentage assumes that none of the options beneficially owned by other persons are exercised for shares of common stock.
|
(4)
|
Includes 4,687 shares held in the Deferred Compensation Plan.
|
(5)
|
Includes 7,982 shares held in the Deferred Compensation Plan. Also includes 650 shares beneficially owned indirectly through a supplemental retirement plan.
|
(6)
|
Includes 8,536 shares held in the Deferred Compensation Plan. Of shares reported, 6,683 are held in a margin account.
|
(7)
|
Includes 22,434 shares held in the Deferred Compensation Plan.
|
(8)
|
Includes 23,889 shares held in the Deferred Compensation Plan. Of shares reported, 7,000
are held through GIG REIT Fund #1 and 12,000 are
held through the Goddard Foundation, in which Mr. Goddard has no pecuniary interest.
|
(9)
|
Includes 13,259 shares held in the Deferred Compensation Plan.
|
(10)
|
Includes 17,560 shares held in the Deferred Compensation Plan. Also includes 116,300 shares deemed beneficially owned by Mr. de Waal through his control
of certain corporations.
|
(11)
|
Includes 1,640 shares held in the Companys 401(k) plan.
|
(12)
|
Includes 1,114 shares held in the Companys 401(k) plan.
|
(13)
|
Includes 2,152 shares held in the Companys 401(k) plan. Also includes 400 shares held by Ms. Cohens spouse.
|
(14)
|
Includes 1,100 shares held in the Companys 401(k) plan.
|
(15)
|
Includes 942 shares held in the Companys 401(k) plan.
|
23
(16)
|
As of December 31, 2011. Based solely upon information provided in a Schedule 13G/A filed with the SEC on February 14, 2012. Includes 5,096,759 shares of
common stock beneficially owned by Fidelity Management & Research Company (Fidelity), 82 Devonshire Street, Boston, Massachusetts 02109, a wholly-owned subsidiary of FMR LLC and an investment advisor to various investment companies; 317,360
shares of common stock beneficially owned by Pyramis Global Advisors, LLC (PGALLC), 900 Salem Street, Smithfield, Rhode Island, 02917, an indirect wholly-owned subsidiary of FMR LLC and an investment advisor to institutional accounts, non-U.S.
mutual funds or investment companies; 1,677,798 shares of common stock beneficially owned by Pyramis Global Advisors Trust Company (PGATC), 900 Salem Street, Smithfield, Rhode Island, 02917, as a result of its serving as investment manager of
institutional accounts owning such shares; 9,400 shares of common stock beneficially owned by FIL Limited (FIL), Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda, and various foreign-based subsidiaries which provide investment advisory and management
services to a number of non-U.S. investment companies and certain institutional investors. Each of Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, has sole dispositive power over the 5,096,759 shares owned by funds advised by
Fidelity. Members of the family of Edward C. Johnson 3d, Chairman of FMR LLC, are the predominant owners of shares representing 49% of the voting power of FMR LLC and have entered into a shareholders voting agreement with respect to their
shares. As such, members of the Johnson family may be deemed to form a controlling group with respect to FMR LLC. The power to vote or direct the voting of the shares owned directly by the Fidelity funds resides with the funds boards of
trustees. Each of Edward C. Johnson 3d and FMR LLC, through its control of PGALLC, has sole dispositive power over 317,360 shares and sole power to vote or to direct the voting of 316,260 shares owned by the institutional accounts or funds advised
by PGALLC. Each of Edward C. Johnson 3d and FMR LLC, through its control of PGATC, has sole dispositive power over 1,677,798 shares and power to vote or to direct the voting of 1,600,618 shares owned by the institutional accounts managed by PGATC.
Partnerships controlled predominately by members of the family of Edward C. Johnson 3d, Chairman of FMR LCC and FIL, or trusts for their benefit, own shares of FIL voting stock with the right to cast between 25% and 50% of the total votes which may
be cast by all holders of FIL voting stock.
|
(17)
|
As of December 31, 2011. Based solely upon information provided in a Schedule 13G/A filed with the SEC on February 9, 2012. The Vanguard Group, Inc.
beneficially owns 5,683,923 shares of common stock, of which it has sole voting power with respect to 76,886 shares, sole dispositive power with respect to 5,607,037 shares and shared dispositive power with respect to 76,886 shares.
Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc. is the beneficial owner of 76,886 shares of common stock as a result of its serving as investment manager of collective trusts. The business address for The
Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
|
(18)
|
As of December 30, 2011. Based solely upon information provided in a Schedule 13G/A filed with the SEC on February 9, 2012. BlackRock,
Inc. beneficially owns 4,885,088 shares, all of which it has sole voting power and sole dispositive power with respect thereto. The business address for BlackRock, Inc. is 40 East 52
nd
Street, New York, New York 10022.
|
(19)
|
As of December 31, 2011. Based solely upon information provided in a Schedule 13G filed with the SEC on February 13, 2012. CBRE Clarion Securities, LLC
beneficially owns 3,447,313 shares of common stock, of which it has sole voting power with respect to 1,945,913 shares and sole dispositive power with respect to 3,447,313 shares. The business address for CBRE Clarion Securities, LLC
is 201 King of Prussia Road, Suite 600, Radnor, Pennsylvania 19087.
|
24
(20)
|
As of December 31, 2011. Based solely upon information provided in a Schedule 13G filed with the SEC on January 27, 2012. The Vanguard Specialized Funds
Vanguard REIT Index Fund beneficially owns 2,797,217 shares of common stock, all of which it has sole voting power with respect thereto. The business address for The Vanguard Specialized Funds Vanguard REIT Index Fund is 100
Vanguard Blvd., Malvern, Pennsylvania 19355.
|
25
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Executive Summary
Business Environment
A gradually improving economy in the United States, favorable demographics and modest new supply of multi-family units in the near term
contributed to improving apartment fundamentals in our markets starting in 2010 and continuing throughout 2011. Our Funds from Operations (FFO)
1
improved significantly in 2011 as compared to 2010, and exceeded our internal budgets. Our stock price also improved
during 2011, producing a total return to shareholders, including reinvested dividends, of approximately 23.04%. Operating results for our core apartment business, including same-store rents, property revenues, occupancy and net operating income,
improved over the course of 2011. We also continued to strengthen our balance sheet, refinancing debt at lower rates, and ending the year with ample liquidity, both in cash and in borrowing capacity under our unsecured lines of credit. We commenced
four new apartment developments in Austin, Texas, Houston, Texas, Orlando, Florida and Raleigh, North Carolina in 2011, taking advantage of favorable multifamily operating fundamentals and our expectation of gradually rising rents.
Key Compensation Decisions
Over the past few years, as part of our overall efforts to reduce overhead expenses in response to economic challenges we faced, we focused on streamlining our business and reducing costs, including
reducing annual cash incentive awards in 2009, reducing maximum bonus payout opportunities in 2010, and generally holding base salaries and long-term incentive grant values flat. In 2011, our compensation program structure remained relatively
consistent, generally holding base salaries flat (other than for Ms. Teabo) and modestly increasing annual cash incentive and long-term incentive award opportunity levels consistent with historic levels and our peer group. The Executive
Compensation and Management Development Committee (the Committee) made the following key decisions with respect to 2011 compensation:
|
|
|
Base salaries for 2011 were generally kept flat for the third consecutive year. Ms. Teabos base salary was increased as a result of her
assumption of additional responsibilities, her performance, and internal parity among the Companys senior executives.
|
|
|
|
Our annual cash incentive award program allocates a portion of the award to achievement of corporate performance goals and the other portion to
achievement of individual/business unit goals. In establishing targets for 2011, the Committee increased the 2011 target annual cash
|
1
|
We use the National Association of Real Estate Investment Trusts (NAREIT) definition of FFO. FFO is defined by NAREIT as net income available to common shareholders
determined in accordance with GAAP, excluding gains (or losses) from extraordinary items and sales of depreciable property, plus depreciation of real estate assets, and after adjustment for unconsolidated partnerships and joint ventures all
determined on a consistent basis in accordance with GAAP. FFO is a supplemental non-GAAP financial measure. For a further discussion of FFO and a reconciliation of net income available to common shareholders to FFO, refer to pages 52 through 53 of
our Form 10-K filed on February 28, 2012.
|
26
|
incentive award levels for each of the Named Executive Officers to bring them closer to market-competitive levels and in recognition of our improved performance. Additionally, the Committee
restored the maximum earnings opportunity for the corporate performance portion of the annual incentive award to 150% of target (the maximum opportunity provided in years 2009 and prior) from the maximum payout level of 125% offered in 2010.
|
|
|
|
We achieved 2011 FFO per share in excess of the maximum performance goal for the plan. As a result, cash incentive awards for corporate performance
were paid at the maximum level of 150% of target for company performance. As described above, we also achieved strong operating results in same-store rents, property revenues, occupancy and net operating income; improved our balance sheet and
liquidity; and produced a total shareholder return of approximately 23.04%. As a result of these achievements as well as others described in more detail below, business unit/leadership performance components were also paid at above-target levels.
|
|
|
|
Long-term equity incentive grants made in February 2011, for 2010 performance, were generally kept the same as compared to grants made in 2010 for 2009
performance, except for our Chief Executive Officer, whose grant value decreased approximately 8% year-over-year. Long-term equity incentive grants were generally allocated 80% to restricted stock and 20% to stock options. The value of these awards
is included in the 2011 Summary Compensation Table.
|
|
|
|
Long-term equity incentive grants made in January 2012, for 2011 performance, were generally allocated 80% to restricted stock and 20% to stock
options. The values of the equity awards were increased compared to grants made in February 2011 for 2010 performance, for Messrs. Stockert and Konas and Mss. Cohen and Teabo to bring their long-term incentive grant values closer to
market-competitive levels, in recognition of our outstanding performance in 2011 and each executives performance of their responsibilities, as well as in consideration of internal parity among officers. The value of these awards is not
included in the 2011 Summary Compensation Table because the awards were granted in 2012.
|
We believe that
our compensation programs encourage executive decision-making that is aligned with the long-term interests of our shareholders by tying a significant portion of pay to Company performance over a multi-year period through awarding a significant
portion of each executives compensation in the form of equity awards vesting over a multi-year period. Other compensation and governance practices that support these principles, each of which is described in more detail in this Compensation
Discussion and Analysis, include the following:
|
|
|
The Committee retains an independent compensation consultant to advise on executive and non-employee director compensation.
|
|
|
|
The Committee regularly reviews an analysis of the Companys incentive compensation plans to ensure they are designed to create and maintain
shareholder value and do not encourage excessive risk.
|
|
|
|
In 2011 we amended the employment agreements with our Named Executive Officers to eliminate tax gross-ups and to require a double trigger
for the payment of change-of-control severance compensation.
|
27
|
|
|
We have stock ownership guidelines for our Named Executive Officers and non-employee directors. The Chief Executive Officer is required to acquire and
hold stock equivalent to six times his base salary, the Chief Financial Officer is required to acquire and hold stock equivalent to two times his base salary, other Named Executive Officers are required to acquire and hold stock equivalent to one
times their base salaries, and non-employee directors are required to acquire and hold stock equivalent to five times their annual cash retainer.
|
|
|
|
We provide only one executive benefit (supplemental long-term disability insurance), which is not grossed-up for imputed income taxes.
|
Each of these is discussed in more detail in this Compensation Discussion and Analysis.
Say on Pay and Say When On Pay
In May 2011, we held a shareholder vote on the approval, on an advisory basis, of the compensation of our Named Executive Officers in 2010, commonly referred to as say on pay. Our shareholders
overwhelmingly approved the compensation of our Named Executive Officers, with 91% of votes cast in favor of our say on pay resolution. As we evaluated our compensation practices and talent needs throughout 2011, we were mindful of the strong
support our shareholders expressed for our philosophy of linking compensation to our operating objectives and to the enhancement of shareholder value. As a result, the Committee continued our general approach to executive compensation for 2011. We
believe our programs are effectively designed and working well, are in alignment with the interests of our shareholders and are instrumental in achieving our business strategy. The Committee will continue to consider shareholder concerns and
feedback in the future.
In addition, in May 2011, we held a shareholder vote on the frequency of future say on pay votes. The
board of directors recommended that shareholders vote for an annual say on pay approval, and our shareholders overwhelmingly supported this recommendation, with 82% of the votes cast in favor of annual frequency. The board of directors therefore
adopted an annual frequency policy and will include a say on pay vote in our proxy statement on an annual basis.
Named Executive Officers
for 2011
Our Named Executive Officers include our Chief Executive Officer, our Chief Financial Officer, and the three
other most highly compensated executive officers ranked by their total compensation. For 2011, our Named Executive Officers are:
|
|
|
David P. Stockert, President and Chief Executive Officer;
|
|
|
|
Christopher J. Papa, Executive Vice President and Chief Financial Officer;
|
|
|
|
Sherry W. Cohen, Executive Vice President and Corporate Secretary;
|
|
|
|
S. Jamie Teabo, Executive Vice President, Property Management; and
|
|
|
|
Charles A. Konas, Executive Vice President, Construction and Property Services.
|
Executive Compensation Philosophy
Our mission is to deliver superior satisfaction and value to our residents, associates and investors. Our vision is to be the first choice in quality multi-family living. Our core values include:
performance
28
and accountability, honesty and integrity, innovation, quality, service and teamwork. To achieve our business strategies, it is critical that we are able to attract, retain, and motivate highly
talented individuals at all levels who are committed to our mission, vision and core values.
Our compensation programs, for
executives and non-executives alike, are designed with our mission, vision and core values in mind. Through our compensation programs, we strive to achieve the following objectives:
|
|
|
foster a high performance culture that appropriately motivates our associates;
|
|
|
|
link compensation to the achievement of our strategic and financial objectives;
|
|
|
|
drive shareholder value creation; and
|
|
|
|
attract and retain high-caliber talent.
|
Total compensation for our executives is oriented toward incentive pay components (annual cash incentive awards and long-term equity incentive awards) rather than fixed pay components (base salary), as we
believe that the majority of our executives total compensation should be at risk. Target compensation opportunities are generally established at the market median of comparable Real Estate Investment Trusts, or REITs. In general,
we believe that median levels of competitive pay are warranted when we achieve our internal targets and when we perform at the median relative to our peers. Actual compensation may be above or below the targeted level, based on our actual
performance against a combination of corporate and business unit/leadership measures. We have not guaranteed our executives any minimum cash incentive or equity incentive payments, and in the event of poor performance, executives could receive no
incentive compensation for the year.
Executive Compensation and Management Development Committee Procedures
The Committee is responsible for:
|
|
|
annually reviewing and approving our goals and objectives for executive compensation;
|
|
|
|
annually reviewing and approving for the Named Executive Officers (1) annual base salary levels, (2) annual cash incentive opportunity
levels, (3) long-term incentive opportunity levels, and (4) special or supplemental benefits or perquisites (if any);
|
|
|
|
annually approving actual annual cash incentive plan payouts and long-term equity incentive grants;
|
|
|
|
reviewing and approving employment agreements, severance arrangements and change of control agreements for the senior executive officers, as
appropriate;
|
|
|
|
making recommendations and reports to the board of directors concerning matters of executive compensation;
|
|
|
|
administering our executive incentive plans, including equity plans;
|
|
|
|
reviewing compensation plans, programs and policies; and
|
29
|
|
|
reviewing our incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking.
|
Role of Executive Officers in the Compensation Process
Our Chief Executive Officer provides his assessment of the individual performance achievements of the executives who report to him,
including all of the Named Executive Officers. These individual performance assessments impact a portion of annual cash incentive compensation for each executive, and impact decisions on long-term incentive grants, subject to the decisions of the
Committee. In addition, our Chief Executive Officer provides input on salary increases and increases to incentive compensation opportunities for executives other than himself, with the close involvement of the Senior Vice President, Human Resources.
The Committee considers these recommendations when determining salary increases, awarding incentive compensation and setting incentive opportunities for the coming year. In addition, our Chief Financial Officer analyzes the financial implications of
various executive compensation plan designs.
Committees Independent Compensation Consultant
Since 2006, the Committee has engaged Frederic W. Cook & Co. (Cook) as its independent compensation consultant to advise the
Committee with respect to compensation program design, the components of our executive compensation programs, and amounts to be paid to our Named Executive Officers. Cook also advises the Committee with respect to the design of our compensation
program for non-employee directors, and provides the Committee with information on executive compensation trends and best practices. In addition, Cook assisted in preparing the executive compensation sections of this Proxy Statement, including this
Compensation Discussion and Analysis and assisted the Company in conducting a risk assessment of our executive compensation programs. All of Cooks work is done at the direction of or on behalf of the Committee. Although the Committee considers
the advice of its independent consultant, the Committee has the final decision-making authority with respect to all elements of compensation. Cook does not provide any additional services to the Company.
Annual Competitive Review of Executive Compensation
With regard to competitive compensation benchmarking, it has been the Committees intent to regularly conduct a competitive
compensation analysis of our Named Executive Officers, as well as for the broader group of executives (totalling approximately 16 individuals). The purpose of these analyses is to ensure compensation opportunities for our executives are set at
levels competitive with our peers. The Committee will consider adjusting compensation opportunities if, among other factors it considers, the competitive analysis indicates that compensation opportunities for particular executives are not
competitive.
In the summer of 2011, the Committee engaged FPL Associates to provide updated competitive compensation data for
Company executives who form our Management Committee. The final report was delivered to the Committee in advance of its meeting held on September 21, 2011. The report included data for the 14 executives on our Management Committee as of
September 13, 2011. Competitive compensation data for the reports was collected from two public REIT peer groups: an Asset-Based peer group and a Size-Based peer group.
30
The Asset-Based peer group included nine public REITs, eight of which focus on the
multi-family property sector and one of which focuses on the student housing sector. In choosing the Asset-Based peer group, the Committee considered companies total capitalization (the total market value of the equity of the
public REIT and the equity value of units of the REITs operating partnership plus long-term debt) and UPREIT capitalization (the total market value of the equity of the public REIT plus the equity value of units of the REITs
operating partnership). The relative capitalization ranges for the Asset-Based peer group and us as of December 31, 2010, the date as of which size data were measured for purposes of peer company selection, are described below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Low end of range
|
|
|
High end of range
|
|
|
Post Properties
|
|
Total capitalization
|
|
$
|
1.2 billion
|
|
|
$
|
8.2 billion
|
|
|
$
|
2.9 billion
|
|
UPREIT capitalization
|
|
$
|
633.8 million
|
|
|
$
|
4.4 billion
|
|
|
$
|
1.8 billion
|
|
The Size-Based peer group included 15 public REITs, in a variety of asset classes, of similar size to the
Company in terms of UPREIT and total capitalization. The relative capitalization ranges for the Size-Based peer group and us as of December 31, 2010, the date as of which size data were measured for purposes of peer company selection, are
described below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Low end of range
|
|
|
High end of range
|
|
|
Post Properties
|
|
Total capitalization
|
|
$
|
2.0 billion
|
|
|
$
|
3.9 billion
|
|
|
$
|
2.9 billion
|
|
UPREIT capitalization
|
|
$
|
650.0 million
|
|
|
$
|
2.4 billion
|
|
|
$
|
1.8 billion
|
|
The companies that comprised the peer groups were selected by FPL Associates with input from Cook, the
Committee and management. The Committee deemed the groups to be appropriate. Additionally, the Committee and FPL Associates agreed that, in certain cases, it would be appropriate to utilize market data outside of the peer companies listed below. The
companies in each peer group are as follows:
|
|
|
|
|
Asset-Based Peer Group
|
|
Size-Based Peer Group
|
American Campus Communities, Inc.
|
|
American Campus Communities, Inc.
|
|
Healthcare Realty Trust Incorporated
|
Associated Estates Realty Corporation
|
|
Colonial Properties Trust
|
|
Mid-America Apartment Communities, Inc.
|
BRE Properties
|
|
DCT Industrial Trust Inc.
|
|
Pennsylvania Real Estate Investment Trust
|
Camden Property Trust
|
|
Equity Lifestyle Properties
|
|
PS Business Parks, Inc.
|
Colonial Properties Trust
|
|
Equity One, Inc.
|
|
Sun Communities, Inc.
|
Essex Property Trust, Inc.
|
|
Extra Space Storage, Inc.
|
|
Tanger Factory Outlet Centers, Inc.
|
Home Properties, Inc.
|
|
First Industrial Realty Trust
|
|
Washington Real Estate Investment Trust
|
Mid-America Apartment Communities, Inc.
|
|
Glimcher Realty Trust
|
|
|
UDR, Inc.
|
|
|
|
|
In making its compensation determinations for 2011, the Committee also purchased, reviewed and considered
third party survey data, including data from The 2011 SNL Executive Compensation Review for real estate public companies, published by SNL Financial, which contains data from 154 public real estate companies, and the NAREIT 2011 Compensation Survey,
which contains data from 109 NAREIT member companies. The Committee had no input regarding the companies included in the SNL Financial or NAREIT surveys.
Annual Review of Compensation Tally Sheets
Each year, at the
request of the Committee, management prepares compensation tally sheets for each of our executive officers. The tally sheets assist the Committee in making decisions about compensation for the
31
current year, as well as setting target compensation opportunities for the upcoming year. The tally sheets summarize, by individual executive, historical compensation for prior years, targeted
compensation for the current year, proposed compensation for the current year, and proposed target compensation for the upcoming year.
With respect to determining 2011 compensation, the proposed 2011 compensation amounts included on the tally sheets were initially determined based on the target compensation opportunities set forth at the
beginning of the year and an assessment of Company and individual performance for each executive. The Chief Executive Officer initially proposed the compensation amounts for the current year for executives as a starting point for discussion. The
proposed compensation levels were based on a range of quantitative and qualitative factors, including historic performance, and the Companys performance versus its peers. Also included on the tally sheets were proposed base salaries for 2012,
as well as target annual cash incentive and long-term incentive grant values with respect to 2012 performance. Proposed target compensation levels considered a variety of factors, including information gathered as part of the competitive review of
executive compensation, each executives roles and responsibilities, and internal equity among executives in positions of similar importance to our organization.
The tally sheets, managements proposals and Cooks recommendations regarding the proposals were presented and discussed at the January 12, 2012 Committee meeting. No decisions were made at
this meeting; rather, the purpose of this meeting was to allow the Committee to develop an understanding of the information presented and the rationale for each recommendation, and to engage in meaningful discussion.
On January 25, 2012, the Committee met again with management and Cook to discuss the tally sheets, managements proposals and
Cooks recommendations. At the meeting, the Committee approved cash and equity incentive compensation awards with respect to 2011 performance. On February 13, 2012, the Committee approved base salaries and cash and equity incentive
compensation targets for 2012.
Compensation Elements
Our executive compensation program has the following elements:
|
|
|
annual cash incentives,
|
|
|
|
long-term equity incentives, and
|
|
|
|
benefits and limited perquisites.
|
Base Salary
Our base salary program is designed to provide a secure
amount of cash compensation that is competitive with salaries of executives at the peer group REITs outlined above. Our base salaries are generally targeted at market median, but may be higher or lower than market median based on considerations
including individual performance over time, experience level and each individuals role and responsibilities in the organization. In some cases, base salaries are also set by employment agreements negotiated in connection with recruiting or
retaining a senior executive.
32
Base salaries are not subject to any automatic annual cost of living or similar adjustments,
and are increased only at the Committees discretion. In making its decisions about annual salary increases, the Committee takes into account the executives performance, our overall company financial performance and changes in the
competitive marketplace. The Committee considers a number of factors when evaluating individual performance, including the executives contribution to:
|
|
|
generating favorable financial performance,
|
|
|
|
achieving the objectives set forth in our strategic plan,
|
|
|
|
improving product and service quality,
|
|
|
|
developing strong relationships with residents, employees and suppliers, and
|
|
|
|
demonstrating leadership abilities.
|
The Committees review is of a qualitative nature based on the performance of the executives. No particular weight is assigned to any particular factor.
The table below summarizes the 2010 and 2011 base salaries for each Named Executive Officer.
|
|
|
|
|
|
|
|
|
Name
|
|
2010
Salary
($)
|
|
|
2011
Salary
($)
|
|
David P. Stockert
|
|
|
420,000
|
|
|
|
420,000
|
|
Christopher J. Papa
|
|
|
342,000
|
|
|
|
342,000
|
|
Sherry W. Cohen
|
|
|
290,000
|
|
|
|
290,000
|
|
S. Jamie Teabo
|
|
|
240,000
|
|
|
|
260,000
|
|
Charles A. Konas
|
|
|
260,000
|
|
|
|
260,000
|
|
The Committee did not increase the 2011 base salaries of the Named Executive Officers other than
Ms. Teabo. The Committee increased Ms. Teabos 2011 base salary in recognition of her performance of her new duties as head of the Companys Property Management and Corporate Apartment divisions, as well as in consideration of
internal equity among executive officers.
Annual Cash Incentive Awards
The purpose of the annual cash incentive plan is to provide opportunities for executives to earn cash compensation contingent upon
achieving specified annual corporate and individual objectives. The plan is structured to foster teamwork among the executive officers, to focus efforts on corporate results that directly impact shareholders and to link individual performance to our
strategic plan.
Our annual cash incentive plan promotes our pay-for-performance philosophy through the use of our
Partners in Performance framework. Through this framework we develop with our senior management specific annual corporate and business unit/leadership performance goals based on our strategic plan, and reward senior management if they
achieve those goals.
33
2011 Annual Cash Incentive Award Program
At its February 7, 2011 meeting, the Committee set specific annual cash incentive plan targets for the Named Executive Officers and
approved the framework for the administration of the annual cash incentive plan during 2011. This framework set the allocation between corporate and business unit/leadership performance discussed below and set the matrix for measuring corporate
performance against our annual budget.
Allocation Between Corporate and Business Unit/Leadership Performance
The Committee allocated 80% of the Chief Executive Officers annual cash incentive plan opportunity to corporate
performance and 20% to business unit/leadership performance. For Mr. Papa and Ms. Cohen, 40% of the annual cash incentive plan opportunity was allocated to corporate performance and 60% to business unit/leadership performance. For
Mr. Konas and Ms. Teabo, 30% of the annual cash incentive plan opportunity was allocated to corporate performance and 70% to business unit/leadership performance. The Committee chose to have a higher portion of the Chief Executive
Officers annual cash incentive opportunity determined by corporate performance because the Chief Executive Officer has greater overall responsibility for setting corporate strategy and has greater accountability for our corporate-wide results.
For other Named Executive Officers, the Committee chose to have a higher percentage allocated to business unit/leadership performance to focus these executives both on their specific areas of responsibility and on overall corporate performance.
Possible Payouts Under Annual Cash Incentive Plan
There was no threshold payout level under the annual cash incentive plan. The Committee restored the maximum amount payable for the
corporate performance portion of the annual incentive award to 150% of target. This represented an increase from the maximum payout level of 125% in 2010, but was consistent with the maximum opportunity provided in years prior to 2010. The maximum
amount payable for the business unit/leadership performance portion of the annual incentive award was 150% of target. Further, in order to have received the maximum amount payable, the corporate performance measure must have equaled or exceeded 106%
of the target for FFO per share, and the Named Executive Officer must have significantly exceeded the achievement of his or her business unit/leadership goals (see below for further discussion of business unit/leadership components). Actual payouts
for 2011 for each Named Executive Officer are reflected in the 2011 Summary Compensation Table in the Non-Equity Incentive Plan Compensation column.
2011 Annual Cash Incentive Target Award
For 2011, the Committee increased
the target annual cash incentive plan award levels for each of the Named Executive Officers, as compared with 2010 targets, to bring target total annual cash compensation (base salary plus target bonus) closer to market-competitive levels and in
recognition of our improved operating performance.
34
The table below summarizes the 2010 and 2011 target annual cash incentive awards for each
Named Executive Officer.
|
|
|
|
|
|
|
|
|
Name
|
|
2010
Target
Annual Cash
Incentive Plan
Award
($)
|
|
|
2011
Target
Annual Cash
Incentive Plan
Award
($)
|
|
David P. Stockert
|
|
|
315,000
|
|
|
|
330,000
|
|
Christopher J. Papa
|
|
|
205,200
|
|
|
|
225,000
|
|
Sherry W. Cohen
|
|
|
130,500
|
|
|
|
145,000
|
|
S. Jamie Teabo
|
|
|
84,000
|
|
|
|
120,000
|
|
Charles A. Konas
|
|
|
91,000
|
|
|
|
120,000
|
|
2011 Corporate Financial Measure and Outcome
In 2011, FFO per share was the primary corporate performance measure. This is consistent with the primary corporate performance measure
in 2010. We use FFO per share as the primary measure because it is the financial measure most market analysts and investors use to evaluate our annual operating performance and is a key input into the valuation of our common stock. We believe that
consistent growth in FFO per share will lead to strong returns to our shareholders. Target FFO per share for 2011 was $1.60. Achievement of between 98% and 102% of the target FFO per share goal would result in a cash incentive payout of 100% of
target. Maximum FFO per share was set at $1.70 per share, which would result in a cash incentive payout of 150% of target. FFO per share in 2011 was $1.83. Accordingly, each Named Executive Officer received the corporate performance portion of the
annual incentive award at maximum, or 150% of target.
35
2011 Business Unit/Leadership Measures
Specific business unit/leadership goals are established for each executive that support achievement of our overall business strategies.
With respect to executives other than himself, the Chief Executive Officer provided input to the Committee on each Named Executive Officers performance along with each of his or her business unit/leadership goals. The Committee then reviewed
the Chief Executive Officers evaluation of the performance of each of the other Named Executive Officers. The Committee also evaluated the performance of the Chief Executive Officer relative to his leadership goals. A summary of the business
unit/leadership goals for each of the Named Executive Officers for 2011 is included below:
|
|
|
David P. Stockert
|
|
meeting or beating budgeted goals for FFO per share and the
operating results of the Companys properties
execution of capital
transactions consistent with the Companys long-term financing plan
execution of specific renovations and condominium sales
commencement of certain development projects
developing associates
implementing technology initiatives
|
|
|
Christopher J. Papa
|
|
execution of capital transactions consistent with the
Companys long-term financing plan
monitoring financial results,
including controlling overhead costs, and overseeing financial reporting
providing financial support to assist in evaluating various projects
implementing technology initiatives
|
|
|
Sherry W. Cohen
|
|
overseeing and resolving various legal matters
controlling legal costs
coordinating governance and board activities
administering the Companys insurance and risk management programs
overseeing completion of and legal documentation for various real estate and
corporate transactions
|
|
|
S. Jamie Teabo
|
|
meeting or beating property budgets for same-store portfolio
properties
meeting or beating overhead budgets for property
management
overseeing rehabilitation and upgrade programs for specific
projects
meeting or beating goals for resident satisfaction
implementing technology initiatives
|
|
|
Charles A. Konas
|
|
executing specific development and construction projects and
renovations
continuing to evaluate and implement sustainable
development
developing capital expenditure plans and completing certain
capital expenditure projects
|
36
The payouts for achievement of specific business unit/leadership goals are based on the
performance guidelines outlined in the following table:
|
|
|
|
|
Performance vs. Goals
|
|
Payout % of Target
|
|
Significantly Exceeds
|
|
|
111-150%
|
|
Meets and Exceeds
|
|
|
101-110%
|
|
Successfully Meets (target)
|
|
|
100%
|
|
Underperforms
|
|
|
0-90%
|
|
As illustrated by the table, to the extent goals are exceeded, the plan provides for a payment of up to
150% of target level of the portion of the award allocated to business unit/ leadership goals, as determined by the Committee. If goals are only partially met, the Committee could pay from zero to 90% of target level for the business unit/leadership
portion of the award.
At its January 25, 2012 meeting, based on the analysis and recommendation of the Chief Executive
Officer (for executives other than himself), the Committee determined cash incentive payout levels for 2011 for each Named Executive Officers achievement of his or her business unit/leadership goals. The Committee determined that each of the
Named Executive Officers successfully achieved his or her business unit/leadership goals at a level that significantly exceeded target. For each of the Named Executive Officers, the Committee approved payouts of between 146% and 150% of target.
2011 Annual Cash Incentive Plan Awards
The table below shows 2011 target and actual annual cash incentive awards for each Named Executive Officer.
|
|
|
|
|
|
|
|
|
Name
|
|
Target
($)
|
|
|
Actual
($)
|
|
David P. Stockert
|
|
|
330,000
|
|
|
|
495,000
|
|
Christopher J. Papa
|
|
|
225,000
|
|
|
|
337,500
|
|
Sherry W. Cohen
|
|
|
145,000
|
|
|
|
217,500
|
|
S. Jamie Teabo
|
|
|
120,000
|
|
|
|
180,000
|
|
Charles A. Konas
|
|
|
120,000
|
|
|
|
175,000
|
|
Long-Term Incentive Awards
We grant long-term equity incentive awards to align executive compensation more closely with shareholder interests, such as long-term corporate performance and shareholder value creation, and to retain
our key executives. Our long-term equity incentive awards have traditionally been a combination of stock options with stock appreciation rights and restricted stock, each of which are described in more detail later in this section.
37
Due to SEC requirements for compensation reporting, the grant date fair values for equity
awards that are included in the Summary Compensation Table for 2011 are the stock and option awards granted in early 2011, for 2010 performance. The grant date fair values for the equity awards made in early 2012, for 2011 performance, will be
included in next years summary compensation table. We discuss both the awards granted in 2011 (for 2010 performance) and 2012 (for 2011 performance) below.
Total Long-Term Incentive Award Values and Grant Type Mix
Each
year, the Committee determines aggregate long-term incentive grant values for each executive based on multiple factors including competitive levels of compensation among comparable REITs, corporate and individual performance, the executives
level of responsibility and the level of compensation provided to comparable positions within our organization (internal equity). It is primarily our future stock price performance, however, that determines the value of long-term incentive grants
ultimately received by the Named Executive Officers.
2010 Long-Term Incentive Awards Granted in 2011
The Committee granted awards with respect to 2010 performance in February 2011 in recognition of 2010 performance and
after considering a competitive compensation analysis conducted in the fall of 2009, without any specific weight to either factor. The Committee determined that long-term incentive award values would be allocated 80% to restricted stock and 20% to
stock options, which is the same allocation it approved for 2009 long-term incentive awards (granted in 2010). The February 2011 grants are reflected in the 2011 Summary Compensation Table and in the 2011 Grants of Plan-Based Awards table. The
restricted stock and stock option awards granted to the Named Executive Officers in February 2011 vest in three equal annual installments.
The Committee approved the following long-term equity incentive grant values for awards granted in February 2011 for 2010 performance for the Named Executive Officers:
|
|
|
|
|
|
|
|
|
Name
|
|
Award Value
of
Restricted
Stock Portion
($)
|
|
|
Award Value
of Stock
Option Portion
($)
|
|
David P. Stockert
|
|
|
440,000
|
|
|
|
110,000
|
|
Christopher J. Papa
|
|
|
320,000
|
|
|
|
80,000
|
|
Sherry W. Cohen
|
|
|
168,000
|
|
|
|
42,000
|
|
S. Jamie Teabo
|
|
|
80,000
|
|
|
|
20,000
|
|
Charles A. Konas
|
|
|
80,000
|
|
|
|
20,000
|
|
38
The approved long-term equity incentive grant values are then converted into restricted
stock and option awards, based on the closing price of a share of common stock on the grant date and the Black-Scholes value of stock options, and restricted shares are rounded up to the nearest whole share and options are rounded up to the nearest
ten whole shares. The restricted stock and stock option awards granted to the Named Executive Officers in February 2011 for 2010 performance are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
Fair Value
of Restricted
Stock Portion
($)
|
|
|
Number
Restricted
Shares
Granted
(#)
|
|
|
Grant Date
Fair Value of
Stock Option
Portion
($)
|
|
|
Number
Stock Options
Granted
(#)
|
|
|
Option
Exercise
Price
($)
|
|
David P. Stockert
|
|
|
440,035
|
|
|
|
11,880
|
|
|
|
110,053
|
|
|
|
8,350
|
|
|
|
37.04
|
|
Christopher J. Papa
|
|
|
320,026
|
|
|
|
8,640
|
|
|
|
80,002
|
|
|
|
6,070
|
|
|
|
37.04
|
|
Sherry W. Cohen
|
|
|
168,013
|
|
|
|
4,536
|
|
|
|
42,044
|
|
|
|
3,190
|
|
|
|
37.04
|
|
S. Jamie Teabo
|
|
|
80,006
|
|
|
|
2,160
|
|
|
|
20,033
|
|
|
|
1,520
|
|
|
|
37.04
|
|
Charles A. Konas
|
|
|
80,006
|
|
|
|
2,160
|
|
|
|
20,033
|
|
|
|
1,520
|
|
|
|
37.04
|
|
2011 Long-Term Incentive Awards Granted in 2012
The Committee granted awards with respect to 2011 performance in January 2012. The Committee considered 2011 performance and the
competitive compensation analysis described above, without any specific weight to either factor. The Committee determined that long-term incentive award values would be allocated 80% to restricted stock and 20% to stock options, which is the same
allocation it approved for 2010 long-term incentive awards (granted in 2011). The Committee continues to believe that restricted stock is more aligned with total shareholder return as a result of the high proportion of shareholder value created
through the dividend based on our REIT status. However, the Committee also believes that inclusion of stock options as part of the long-term incentive award program is still an important additional tool to incentivize share price appreciation.
The Committee increased the value of the long-term equity incentive awards for 2011 (granted in 2012) as
compared to awards for 2010 (granted in 2011) for Messrs. Stockert and Konas, and Mss. Cohen and Teabo to bring their long-term incentive grant values closer to market-competitive levels of compensation provided to officers in comparable positions
at peer REITs (as determined pursuant to the 2011 FPL Associates benchmarking study discussed above under the heading Executive Compensation and Management Development Committee Procedures and the subheading
Annual Competitive
Review of Executive Compensation
), in recognition of the Companys outstanding performance and each executives performance of their responsibilities, as well as in consideration of internal parity among officers. In particular,
Mr. Stockerts long-term equity incentive award was increased after review of peer group data that showed Mr. Stockerts overall total direct compensation opportunity was significantly below market median levels. Although the
long-term equity incentive award increase was substantial, the adjustment brings Mr. Stockerts target total direct compensation opportunity only to the approximate 25
th
percentile of the peer group. These grants will be reflected in next years summary compensation table. The
restricted stock and stock option awards granted to the Named Executive Officers for 2011 performance vest in three equal annual installments.
39
The Committee approved the following long-term equity incentive grant values for awards
granted in January 2012 for 2011 performance for the Named Executive Officers:
|
|
|
|
|
|
|
|
|
Name
|
|
Award Value
of Restricted
Stock Portion
($)
|
|
|
Award Value
of Stock
Option Portion
($)
|
|
David P. Stockert
|
|
|
560,000
|
|
|
|
140,000
|
|
Christopher J. Papa
|
|
|
320,000
|
|
|
|
80,000
|
|
Sherry W. Cohen
|
|
|
180,000
|
|
|
|
45,000
|
|
S. Jamie Teabo
|
|
|
180,000
|
|
|
|
45,000
|
|
Charles A. Konas
|
|
|
160,000
|
|
|
|
40,000
|
|
The approved long-term equity incentive grant values are then converted into restricted stock and option
awards, based on the closing price of a share of common stock on the grant date and the Black-Scholes value of stock options, and restricted shares are rounded up to the nearest whole share and options are rounded up to the nearest ten whole shares.
The restricted stock and stock option awards granted to the Named Executive Officers January 2012 for 2011 performance are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
Fair Value
of Restricted
Stock Portion
($)
|
|
|
Number
Restricted
Shares
Granted
(#)
|
|
|
Grant Date
Fair Value of
Stock Option
Portion
($)
|
|
|
Number
Stock Options
Granted
(#)
|
|
|
Option
Exercise
Price
($)
|
|
David P. Stockert
|
|
|
560,008
|
|
|
|
12,713
|
|
|
|
140,127
|
|
|
|
9,230
|
|
|
|
44.05
|
|
Christopher J. Papa
|
|
|
320,023
|
|
|
|
7,265
|
|
|
|
80,008
|
|
|
|
5,270
|
|
|
|
44.05
|
|
Sherry W. Cohen
|
|
|
180,032
|
|
|
|
4,087
|
|
|
|
45,090
|
|
|
|
2,970
|
|
|
|
44.05
|
|
S. Jamie Teabo
|
|
|
180,032
|
|
|
|
4,087
|
|
|
|
45,090
|
|
|
|
2,970
|
|
|
|
44.05
|
|
Charles A. Konas
|
|
|
160,034
|
|
|
|
3,633
|
|
|
|
40,080
|
|
|
|
2,640
|
|
|
|
44.05
|
|
Types of Long-Term Award Grants
Our long-term equity incentive awards have traditionally been a combination of stock options with stock appreciation rights and
restricted stock, each of which are described in detail below. Grants of equity compensation are made under our shareholder-approved Amended and Restated 2003 Incentive Stock Plan (the Incentive Stock Plan), which allows the Committee to grant stock
options with stock appreciation rights and make restricted stock grants to our key employees and outside directors.
Stock
Options
Stock options reward our executives for increases in the value of our common stock. They are
pay-for-performance and aligned with shareholder interests because they have no value unless the share price appreciates. We recognize that options have high share price leverage and, as a result, tend to be a high-risk,
high-reward long-term incentive vehicle. However, we believe they provide a good balance with the restricted stock component of our long-term incentive program. The multi-year vesting of our stock options also serves as a retention incentive for our
executives.
Options are granted with exercise prices equal to the fair market value (closing price) of our common stock on
the date of grant. The Committee is prohibited without the approval of our shareholders from repricing or making a cash payment for granted options if the effect of any such
40
action would be to directly or indirectly reduce the exercise price of such options. Option grants include a stock-settled stock appreciation right, or SAR, feature that allows the option holder
to receive the net appreciation of the underlying option in shares of our common stock. Annual option grants have ten-year terms and generally vest in three equal annual installments.
Vesting of the options accelerates upon death, disability, approved retirement, or upon a change of control, as defined in our Incentive
Stock Plan. Upon termination for any other reason, unvested options are forfeited, unless specified differently in employment and change of control agreements. Upon termination for any reason other than cause, options remain outstanding for one year
(or the remaining term, if shorter); upon termination for cause, all options are immediately forfeited, in each case, unless specified differently in employment or change of control agreements.
Restricted Stock
We grant restricted stock because we believe it aligns the interests of our executives with those of our shareholders by creating a strong incentive to create and preserve long-term shareholder value.
Through restricted stock, our executives, like our shareholders, share both the risks and rewards of stock ownership. In addition, restricted stock rewards total shareholder return, whether delivered through share price appreciation or dividends. We
believe this is appropriate since, as a REIT, our dividend distribution requirements lead to a significant portion of our total shareholder return being delivered through our dividends. Through multi-year vesting, the restricted stock grants also
serve as a retention device.
Restricted stock grants typically vest in three equal annual installments. Dividends are paid in
cash on unvested shares. Vesting of restricted stock grants accelerates upon death, disability, approved retirement, or upon a change of control, as defined in the Incentive Stock Plan, consistent with the treatment of stock options upon the same
termination scenarios. Upon termination for other reasons, unvested restricted stock is forfeited, unless specified differently in employment or change of control agreements.
Timing of Awards/Equity Award Granting Policy
The Committee
approves all grants of stock options and shares of restricted stock to employees and directors. The Committee determines grants to the Chief Executive Officer and reviews recommendations for and approves equity compensation grants to other
executives on the Management Committee and to associates.
Annual grants are made at a scheduled Committee meeting in the
first quarter of the fiscal year, generally in January or February. For grants with respect to 2010 performance, the Committee approved grant values and made the grants at the meeting on February 7, 2011. For other equity awards (e.g., new
hire grants, promotion-related grants, or other special grants), the grant date is the approval date or the hire or promotion date. The grant price is the closing price of our common stock on the date of grant.
41
Benefits and Perquisites
Employee Stock Purchase Plan
To encourage ownership of our stock
among employees, we maintain a non-qualified employee stock purchase plan (ESPP) which allows eligible participants to purchase our common stock through payroll deductions or contributions of cash. Eligible participants include employees and
non-employee directors. The purchase price is 85% of the lesser of the closing price per share on the first trading day of the purchase period or the closing price per share on the last trading day of the purchase period. There are two six-month
purchase periods each year, and the maximum purchase amount is $100,000 per year. Because our ESPP includes a purchase price look-back and our purchase discount is higher than 5%, our ESPP is deemed compensatory. Compensation cost is
calculated under FASB ASC Topic 718 and accrued over the purchase period. Because this stock purchase discount is generally available to all salaried employees, no disclosure of the cost attributable to purchases by our Named Executive Officers is
required in the 2011 Summary Compensation Table.
Deferred Compensation Plan
We maintain a board-approved Deferred Compensation Plan for directors and eligible employees, to provide them the opportunity to defer
compensation and the associated income taxes, and to allow for investment growth on the deferred amounts on a pre-tax basis. Employee participants may voluntarily defer all or a portion of base salary, annual cash incentive awards and/or bonuses
into the plans benchmark investment alternatives similar to those provided in our 401(k) plan. Non-employee director participants may defer cash fees into our common stock. The plan does not permit us to make contributions to
employee and director accounts. For further details about the Deferred Compensation Plan, see the 2011 Nonqualified Deferred Compensation table and related narrative disclosure.
Other Benefits
The Named Executive Officers participate in the same benefits programs as all of our employees, including health, dental and vision insurance, group term life and accidental death and dismemberment
insurance, short-term and long-term disability coverage, and participation in our tax-qualified 401(k) plan (our match for 2011 was 50% of each employees contributions up to 6% of earnings).
Perquisites
We provide limited executive perquisites, which are not grossed-up for imputed income taxes.
|
|
|
We maintain corporate memberships at certain private clubs, of which Messrs. Stockert, Papa and Konas were designated members during 2011.
These clubs are used for business purposes. We require reimbursement of all expenses associated with any personal use of the clubs.
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|
|
We provide supplemental long-term disability insurance to our executives.
|
42
Stock Ownership Guidelines
We have adopted stock ownership guidelines which require our Named Executive Officers and non-employee directors to own and hold our common stock equal in value to a multiple of base salary or annual cash
retainer. In December 2010, we amended the guidelines. The current guidelines are as follows:
|
|
|
Chief Executive Officer
|
|
6x base salary
|
|
|
Chief Financial Officer
|
|
2x base salary
|
|
|
Other Named Executive Officers
|
|
1x base salary
|
|
|
Non-employee Directors
|
|
5x annual cash retainer
|
Named Executive Officers and non-employee directors must achieve the required stock ownership within five
years from the implementation of the guideline. New Named Executive Officers and non-employee directors must achieve the guidelines within five years from the date of their initial election or change in status. Shares counted toward the ownership
requirement include all shares beneficially owned by an officer or director, as such term is defined under Rule 13d-3 under the Securities Exchange Act of 1934, as amended (Exchange Act), excluding shares that would be deemed to be beneficially
owned as a result of the ownership of stock options.
To facilitate compliance with the guidelines, 50% of the net after-tax
profit shares acquired by the executive or director through equity compensation programs (e.g., stock option exercises, earned performance shares and vested restricted stock) must be held until the executive or director satisfies the ownership
guidelines. Net after-tax profit shares are the shares remaining after payment of any exercise price and taxes owed at the exercise of any option or stock appreciation right, vesting of restricted stock or earn-out of performance shares. If an
executive or director fails to comply with the guidelines within five years, 100% of the executives or directors net after-tax profit shares acquired through equity compensation programs must be held until the executive or director meets
the guideline.
All of our Named Executive Officers and non-employee directors are currently in compliance with our stock
ownership guidelines.
Employment Agreements
We have employment agreements with each of our Named Executive Officers. We entered into these agreements to recruit and/or retain each executive. These agreements provide each Named Executive Officer
with a competitive level of financial security in the event of certain involuntary terminations. In particular, these agreements provide for severance in the event of an involuntary termination without cause or resignation for good reason within a
certain period of time following a change of control (as defined below under the heading Employment Agreements). We believe change-of-control benefits allow each executive to remain neutral and maximize shareholder value in the face of a
transaction that could eliminate his or her job. In return for change-of-control benefits, these agreements protect us through certain restrictive covenants (e.g., non-competition, non-solicitation, etc.) for a period of time post-termination. We
amended the employment agreements in early 2011 to eliminate any right to a tax gross-up payment and to change the modified single-trigger change-of-control provision in the Chief Executive Officers, Chief Financial Officers
and Corporate Secretarys agreements to a double-trigger. See the discussion under Employment Agreements for more detail regarding these agreements.
43
Effect of Regulatory Requirements on Executive Compensation
Code Section 162(m)
Under Code Section 162(m), certain limits are placed on the tax deductibility of compensation paid to our Chief Executive Officer and our three other most highly compensated executives unless the
compensation meets the requirement for performance-based compensation as set forth in the tax law and the related regulations. In designing our compensation programs and practices, we have taken the possible effect of Code
Section 162(m) into account, but we recognize the need to maintain flexibility in establishing compensation plans and arrangements for our executive officers in order to achieve our business objectives. As long as we qualify as a REIT, we do
not pay taxes at the corporate level. As such, we believe any loss of deductibility of compensation does not have a significant adverse impact on us. To the extent that any part of our compensation expense does not qualify for deduction under Code
Section 162(m), a larger portion of stockholder distributions may be subject to federal income tax as ordinary income rather than return of capital, and any such compensation allocated to our taxable REIT subsidiaries whose income is subject to
federal income tax would result in an increase in income taxes due to the inability to deduct such compensation. The Committee will continue to use its best judgment when adopting any plan or compensation arrangement by taking into account all
factors, including the materiality of any deductions that might be lost as well as the broader interests to be served by paying competitive compensation.
Code Section 409A
Code Section 409A generally changes
the tax rules for executives that affect most forms of nonqualified deferred compensation for executives that were not earned and vested prior to 2005. The Committee takes the additional tax risk for executives under Code Section 409A into
account in determining the terms of the nonqualified deferred compensation arrangements for our executives. We intend to draft, operate and administer our nonqualified deferred compensation arrangements to minimize any additional tax risk to
executives under Code Section 409A. See the 2011 Nonqualified Deferred Compensation table and associated narrative for a more detailed discussion of our nonqualified deferred compensation arrangements.
44
Executive Compensation and Management Development Committee
Report
The Executive Compensation and Management Development Committee of the board of directors consists of the four
directors named below, each of whom is independent as defined in applicable SEC and NYSE rules and under the director independence standards specified in our Corporate Governance Guidelines.
We have the authority to engage an independent compensation consultant or other advisors. We currently use Cook as our independent
compensation consultant. Cook does no work for management unless requested by our Committee chair, receives no compensation from the Company other than for its work in advising the Committee and maintains no other economic relationships with the
Company.
We held six meetings during 2011. The meetings were designed, among other things, to facilitate and encourage free
and frank discussion between Committee members and our consultant as well as extensive communication among Committee members, executive management, and other Company personnel involved in executive compensation matters.
We reviewed and discussed with management the Compensation Discussion and Analysis that appears in this Proxy Statement. Based on our
review and these discussions with management and our compensation consultant, we recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC.
Submitted by the Executive Compensation and Management Development Committee:
Stella F. Thayer, Chair
Herschel M. Bloom
Walter M. Deriso, Jr.
Russell R. French
45
Review of Risk Associated with Compensation Plans
Based on periodic reviews of the Companys compensation policies and practices for all employees, including
executive officers, the Company has determined that our compensation programs are not reasonably likely to have a material adverse effect on the Company. Cook, the Committees independent compensation consultant, advises the Committee with
respect to the risk assessment of the Companys compensation programs for executive officers. Management performs separate risk assessments for all other employees and reports the results of its reviews to the Committee.
The risk assessments for the Companys executive officers include reviews of each of the Companys compensation policies and
practices applicable to executive officers. As part of these reviews, we identify the potential risk areas associated with each practice, and we assess whether the Companys practices pose any actual risks. These assessments have noted several
design features of the Companys cash and equity incentive programs that reduce the likelihood of excessive risk-taking:
|
|
|
an appropriate pay philosophy, peer group, and market positioning to support business objectives;
|
|
|
|
an effective balance in:
|
-the mix of cash and equity
-corporate, business unit and
individual performance focus
-financial and non-financial performance measurement, and discretion; and
|
|
|
meaningful risk mitigants, including stock ownership guidelines and independent oversight by the Committee.
|
As part of the assessments for all other employees, management reviews the Companys compensation policies and practices and
incentive compensation plans relative to the broader employee base. Management also reviews the Companys most recent enterprise risk assessment in analyzing enterprise risks, the incentive compensation plans relative to those risks, and actual
payouts. Management notes that the Companys compensation policies and practices for all other employees are competitive in payout and realistic in achievement. In addition, management notes that the Company has established a hierarchy of
responsibilities and authority, and has a system of internal controls in place to monitor, manage and approve the performance-based incentive compensation policies and practices to mitigate the likelihood of significant risk taking.
46
2011 Summary Compensation Table
The following table sets forth information concerning total compensation for the Named Executive Officers for 2009, 2010 and 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary
($)(1)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)(2)
|
|
|
Option
Awards
($)(2)
|
|
|
Non-Equity
Incentive Plan
Compensation
($)(3)
|
|
|
All Other
Compensation
($)(4)
|
|
|
Total
($)
|
|
David P. Stockert
|
|
|
2011
|
|
|
|
420,000
|
|
|
|
|
|
|
|
440,035
|
|
|
|
110,053
|
|
|
|
495,000
|
|
|
|
111,848
|
|
|
|
1,576,936
|
|
President & Chief Executive Officer
|
|
|
2010
|
|
|
|
420,000
|
|
|
|
|
|
|
|
480,009
|
|
|
|
119,998
|
|
|
|
400,000
|
|
|
|
115,162
|
|
|
|
1,535,169
|
|
|
|
2009
|
|
|
|
420,000
|
|
|
|
|
|
|
|
325,871
|
|
|
|
167,592
|
|
|
|
|
|
|
|
290,162
|
|
|
|
1,203,625
|
|
Christopher J. Papa
|
|
|
2011
|
|
|
|
342,000
|
|
|
|
|
|
|
|
320,026
|
|
|
|
80,002
|
|
|
|
337,500
|
|
|
|
7,699
|
|
|
|
1,087,227
|
|
Executive VP & Chief Financial Officer
|
|
|
2010
|
|
|
|
342,000
|
|
|
|
|
|
|
|
320,012
|
|
|
|
79,999
|
|
|
|
260,200
|
|
|
|
8,027
|
|
|
|
1,010,238
|
|
|
|
2009
|
|
|
|
342,000
|
|
|
|
|
|
|
|
203,671
|
|
|
|
125,694
|
|
|
|
153,600
|
|
|
|
128,027
|
|
|
|
952,992
|
|
Sherry W. Cohen
|
|
|
2011
|
|
|
|
290,000
|
|
|
|
|
|
|
|
168,013
|
|
|
|
42,044
|
|
|
|
217,500
|
|
|
|
9,018
|
|
|
|
726,575
|
|
Executive VP & Corporate Secretary
|
|
|
2010
|
|
|
|
290,000
|
|
|
|
|
|
|
|
168,012
|
|
|
|
42,032
|
|
|
|
180,500
|
|
|
|
9,346
|
|
|
|
689,890
|
|
|
|
2009
|
|
|
|
290,000
|
|
|
|
|
|
|
|
122,200
|
|
|
|
83,796
|
|
|
|
104,400
|
|
|
|
84,346
|
|
|
|
684,742
|
|
S. Jamie Teabo(5)
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|
|
2011
|
|
|
|
260,000
|
|
|
|
|
|
|
|
80,006
|
|
|
|
20,033
|
|
|
|
180,000
|
|
|
|
8,245
|
|
|
|
548,284
|
|
Executive VP Property Management
|
|
|
2010
|
|
|
|
240,000
|
|
|
|
|
|
|
|
80,008
|
|
|
|
20,025
|
|
|
|
145,000
|
|
|
|
8,174
|
|
|
|
493,207
|
|
|
|
2009
|
|
|
|
182,160
|
|
|
|
|
|
|
|
27,910
|
|
|
|
17,807
|
|
|
|
54,341
|
|
|
|
20,544
|
|
|
|
302,762
|
|
Charles A. Konas
|
|
|
2011
|
|
|
|
260,000
|
|
|
|
|
|
|
|
80,006
|
|
|
|
20,033
|
|
|
|
175,000
|
|
|
|
8,973
|
|
|
|
544,012
|
|
Executive VP Construction & Development
|
|
|
2010
|
|
|
|
260,000
|
|
|
|
|
|
|
|
103,487
|
|
|
|
18,043
|
|
|
|
125,000
|
|
|
|
9,301
|
|
|
|
515,831
|
|
|
|
2009
|
|
|
|
250,000
|
|
|
|
|
|
|
|
35,035
|
|
|
|
16,759
|
|
|
|
61,250
|
|
|
|
36,741
|
|
|
|
399,785
|
|
(1)
|
In 2011, each of the Named Executive Officers contributed a portion of his or her salary to our 401(k) plan. In addition, Mr. Konas and Ms. Teabo each
deferred a portion of his or her salary under the Deferred Compensation Plan, which is included in the 2011 Nonqualified Deferred Compensation table.
|
(2)
|
Represents the aggregate grant date fair value for restricted stock awards and option awards granted in the applicable year, computed in accordance with FASB ASC Topic
718. Information about the assumptions used to value these awards can be found in Note 10 to the consolidated financial statements in the Form 10-K for the fiscal year ended December 31, 2011 filed on February 28, 2012. An overview of the
features of these awards can be found in the Compensation Discussion and Analysis above.
|
(3)
|
Represents amounts earned under the annual cash incentive plan for the applicable fiscal year. For information about the 2011 plan, see Compensation Discussion
and Analysis Annual Cash Incentive Awards 2011 Annual Cash Incentive Award Program.
|
(4)
|
All Other Compensation for 2011 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
401(k) Match
($)(a)
|
|
|
Insurance
Premiums
($)(b)
|
|
|
Perquisites
($)(c)
|
|
David P. Stockert
|
|
|
7,022
|
|
|
|
1,504
|
|
|
|
103,322
|
|
Christopher J. Papa
|
|
|
7,022
|
|
|
|
677
|
|
|
|
|
|
Sherry W. Cohen
|
|
|
7,022
|
|
|
|
1,996
|
|
|
|
|
|
S. Jamie Teabo
|
|
|
7,022
|
|
|
|
1,223
|
|
|
|
|
|
Charles A. Konas
|
|
|
7,022
|
|
|
|
1,951
|
|
|
|
|
|
|
(a)
|
This column represents amounts contributed by the Company to each Named Executive Officers account under the 401(k) plan. Amounts contributed to the 401(k) plan
are calculated on the same basis for all participants including the Named Executive Officers.
|
|
(b)
|
This column represents the Companys contribution for long-term executive disability premiums for each Named Executive Officer.
|
47
|
(c)
|
This column represents $100,000 in loan forgiveness described in more detail under the caption Certain Relationships and Related Person Transactions and
$3,322 for club memberships. The perquisites for the other Named Executive Officers were less than $10,000 in 2011.
|
(5)
|
Ms. Teabo first became a Named Executive Officer in fiscal 2010. Under SEC rules, we are not required to provide compensation information for Ms. Teabo prior
to the time she became a Named Executive Officer. Nonetheless, we have provided compensation information for 2009.
|
48
2011 Grants of Plan-Based Awards
The following table sets forth information with respect to possible payouts under non-equity incentive plan awards and restricted stock
and option awards granted to each of the Named Executive Officers during 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
|
Estimated Possible Payouts Under
Non-Equity Incentive Plan Awards
|
|
|
All
Other
Stock
Awards:
Number of
Shares of
Stock
(#)(1)
|
|
|
All Other
Option
Awards
(#)(2)
|
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
|
|
Grant
Date
Fair
Value of
Stock or
Option
Awards
($)(3)
|
|
|
|
Threshold
($)
|
|
|
Target
($)
|
|
|
Maximum
($)
|
|
|
|
|
|
David P. Stockert
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,880
|
|
|
|
|
|
|
|
|
|
|
|
440,035
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,350
|
|
|
|
37.04
|
|
|
|
110,053
|
|
|
|
02/07/2011
|
(4)
|
|
|
|
|
|
|
330,000
|
|
|
|
495,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher J. Papa
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,640
|
|
|
|
|
|
|
|
|
|
|
|
320,026
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,070
|
|
|
|
37.04
|
|
|
|
80,002
|
|
|
|
02/07/2011
|
(4)
|
|
|
|
|
|
|
225,000
|
|
|
|
337,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sherry W. Cohen
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,536
|
|
|
|
|
|
|
|
|
|
|
|
168,013
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,190
|
|
|
|
37.04
|
|
|
|
42,044
|
|
|
|
02/07/2011
|
(4)
|
|
|
|
|
|
|
145,000
|
|
|
|
217,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S. Jamie Teabo
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,160
|
|
|
|
|
|
|
|
|
|
|
|
80,006
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,520
|
|
|
|
37.04
|
|
|
|
20,033
|
|
|
|
02/07/2011
|
(4)
|
|
|
|
|
|
|
120,000
|
|
|
|
180,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles A. Konas
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,160
|
|
|
|
|
|
|
|
|
|
|
|
80,006
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,520
|
|
|
|
37.04
|
|
|
|
20,033
|
|
|
|
02/07/2011
|
(4)
|
|
|
|
|
|
|
120,000
|
|
|
|
180,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents restricted stock granted on February 7, 2011. One-third of these shares vested on December 31, 2011, one-third will vest on December 31, 2012
and one-third will vest on December 31, 2013. Dividends are paid on all shares of restricted stock.
|
(2)
|
Represents stock option awards granted on February 7, 2011. One-third of these options vested on February 7, 2012, one-third will vest on February 7,
2013 and one-third will vest on February 7, 2014.
|
(3)
|
Represents the grant date fair value of the restricted stock and stock option awards granted during 2011 computed in accordance with FASB ASC Topic 718. See
Note 10 to the consolidated financial statements in the Form 10-K filed on February 28, 2012 for the assumptions made in determining the grant-date fair values. There can be no assurance that the restricted stock or stock option awards
will vest (in which case no value will be realized by the executive) or that the value received upon the vesting of such awards will be equal to the FASB ASC Topic 718 value. The closing price of our common stock on the NYSE as of February 7,
2011 was $37.04.
|
(4)
|
Represents possible payouts under an annual cash incentive plan as determined under the Companys Partners in Performance framework. There is no
threshold level under the plan. Actual payouts for 2011 have been determined and are reflected in the 2011 Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. For a description of the Partners in Performance framework
see the discussion under Annual Cash Incentives in Compensation Discussion and Analysis.
|
49
2011 Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information with respect to outstanding option and stock awards for each of the Named
Executive Officers as of December 31, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
Name
|
|
Grant Date
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Option
Exercise
Price
($)
|
|
|
Option
Expiration
Date
|
|
|
Number of
Shares of Stock
That
Have Not
Vested (#)(1)
|
|
|
Market
Value of
Shares of Stock
That Have Not
Vested ($)(2)
|
|
David P. Stockert
|
|
|
01/30/2003
|
|
|
|
23,000
|
|
|
|
|
|
|
|
24.01
|
|
|
|
01/30/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
07/17/2003
|
|
|
|
175,000
|
|
|
|
|
|
|
|
26.07
|
|
|
|
07/17/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
01/20/2004
|
|
|
|
50,000
|
|
|
|
|
|
|
|
27.98
|
|
|
|
01/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2005
|
|
|
|
50,000
|
|
|
|
|
|
|
|
32.53
|
|
|
|
01/18/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2006
|
|
|
|
60,000
|
|
|
|
|
|
|
|
40.15
|
|
|
|
01/18/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
02/02/2007
|
|
|
|
38,070
|
|
|
|
|
|
|
|
48.00
|
|
|
|
02/02/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
02/09/2009
|
|
|
|
53,332
|
|
|
|
26,668
|
(3)
|
|
|
12.22
|
|
|
|
02/09/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
02/03/2010
|
|
|
|
7,870
|
|
|
|
15,740
|
(4)
|
|
|
18.30
|
|
|
|
02/03/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
8,350
|
(5)
|
|
|
37.04
|
|
|
|
02/07/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,664
|
|
|
|
728,550
|
|
Christopher J. Papa
|
|
|
01/18/2006
|
|
|
|
30,000
|
|
|
|
|
|
|
|
40.15
|
|
|
|
01/18/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
02/02/2007
|
|
|
|
27,690
|
|
|
|
|
|
|
|
48.00
|
|
|
|
02/02/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
02/09/2009
|
|
|
|
|
|
|
|
20,000
|
(3)
|
|
|
12.22
|
|
|
|
02/09/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
02/03/2010
|
|
|
|
|
|
|
|
10,494
|
(4)
|
|
|
18.30
|
|
|
|
02/03/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
6,070
|
(5)
|
|
|
37.04
|
|
|
|
02/07/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,589
|
|
|
|
506,671
|
|
Sherry W. Cohen
|
|
|
07/17/2003
|
|
|
|
48,334
|
|
|
|
|
|
|
|
26.07
|
|
|
|
07/17/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
01/20/2004
|
|
|
|
20,000
|
|
|
|
|
|
|
|
27.98
|
|
|
|
01/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2005
|
|
|
|
12,500
|
|
|
|
|
|
|
|
32.53
|
|
|
|
01/18/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2006
|
|
|
|
17,500
|
|
|
|
|
|
|
|
40.15
|
|
|
|
01/18/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
02/02/2007
|
|
|
|
17,310
|
|
|
|
|
|
|
|
48.00
|
|
|
|
02/02/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
02/09/2009
|
|
|
|
|
|
|
|
13,334
|
(3)
|
|
|
12.22
|
|
|
|
02/09/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
02/03/2010
|
|
|
|
|
|
|
|
5,514
|
(4)
|
|
|
18.30
|
|
|
|
02/03/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
3,190
|
(5)
|
|
|
37.04
|
|
|
|
02/07/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,085
|
|
|
|
266,036
|
|
S. Jamie Teabo
|
|
|
01/18/2006
|
|
|
|
3,500
|
|
|
|
|
|
|
|
40.15
|
|
|
|
01/18/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
02/02/2007
|
|
|
|
2,080
|
|
|
|
|
|
|
|
48.00
|
|
|
|
02/02/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
02/09/2009
|
|
|
|
|
|
|
|
2,834
|
(3)
|
|
|
12.22
|
|
|
|
02/09/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
02/03/2010
|
|
|
|
|
|
|
|
2,627
|
(4)
|
|
|
18.30
|
|
|
|
02/03/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
1,520
|
(5)
|
|
|
37.04
|
|
|
|
02/07/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,898
|
|
|
|
126,701
|
|
Charles A. Konas
|
|
|
01/18/2005
|
|
|
|
1,000
|
|
|
|
|
|
|
|
32.53
|
|
|
|
01/18/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
01/18/2006
|
|
|
|
3,700
|
|
|
|
|
|
|
|
40.15
|
|
|
|
01/18/2016
|
|
|
|
|
|
|
|
|
|
|
|
|
02/02/2007
|
|
|
|
2,290
|
|
|
|
|
|
|
|
48.00
|
|
|
|
02/02/2017
|
|
|
|
|
|
|
|
|
|
|
|
|
02/09/2009
|
|
|
|
|
|
|
|
2,668
|
(3)
|
|
|
12.22
|
|
|
|
02/09/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
02/03/2010
|
|
|
|
|
|
|
|
2,367
|
(4)
|
|
|
18.30
|
|
|
|
02/03/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
02/07/2011
|
|
|
|
|
|
|
|
1,520
|
(5)
|
|
|
37.04
|
|
|
|
02/07/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,753
|
|
|
|
120,361
|
|
50
(1)
|
The shares of restricted stock vest as follows:
|
|
|
|
|
|
|
|
|
|
|
|
12/31/12
|
|
|
12/31/13
|
|
David P. Stockert
|
|
|
12,704
|
|
|
|
3,960
|
|
Christopher J. Papa
|
|
|
8,709
|
|
|
|
2,880
|
|
Sherry W. Cohen
|
|
|
4,573
|
|
|
|
1,512
|
|
S. Jamie Teabo
|
|
|
2,178
|
|
|
|
720
|
|
Charles A. Konas
|
|
|
2,033
|
|
|
|
720
|
|
(2)
|
The market value of the restricted stock awards is based on the closing price of our common stock on the NYSE as of December 31, 2011, which was $43.72.
|
(3)
|
Vested one-third on each of February 9, 2010, February 9, 2011 and February 9, 2012.
|
(4)
|
Vested one-third on each of February 3, 2011 and February 3, 2012, and one-third will vest on February 3, 2013.
|
(5)
|
Vested one-third on February 7, 2012, and one-third will vest on each of February 7, 2013 and February 7, 2014.
|
2011 Option Exercises and Stock Vested
The following table sets forth information concerning the amounts realized upon the exercise of options and on the vesting of stock
during 2011 by each of the Named Executive Officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
Number of Shares
Acquired on
Exercise (#)
|
|
|
Value Realized on
Exercise ($)(1)
|
|
|
Number of Shares
Acquired on
Vesting (#)
|
|
|
Value Realized on
Vesting ($)(2)
|
|
David P. Stockert
|
|
|
175,000
|
|
|
|
276,161
|
|
|
|
26,387
|
|
|
|
1,149,372
|
|
Christopher J. Papa
|
|
|
56,913
|
|
|
|
885,504
|
|
|
|
15,936
|
|
|
|
696,722
|
|
Sherry W. Cohen
|
|
|
16,089
|
|
|
|
395,107
|
|
|
|
9,345
|
|
|
|
407,283
|
|
S. Jamie Teabo
|
|
|
6,480
|
|
|
|
126,896
|
|
|
|
2,939
|
|
|
|
128,493
|
|
Charles A. Konas
|
|
|
3,849
|
|
|
|
89,302
|
|
|
|
3,848
|
|
|
|
162,584
|
|
(1)
|
Amounts are calculated by subtracting the exercise price from the price of our common stock on the date of exercise and multiplying the number of stock appreciation
rights or shares underlying the options, as applicable. The amounts in this column may not represent amounts that were actually realized.
|
(2)
|
Amounts reflect the closing price of our common stock on the NYSE on the day the restricted stock vested multiplied by the number of shares of restricted stock that
vested.
|
51
2011 Nonqualified Deferred Compensation
The following table sets forth information regarding deferred compensation that is not tax-qualified for each of the Named Executive
Officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
Contributions
in 2011
($)(1)
|
|
|
Aggregate
Earnings
(Losses) in
2011
($)
|
|
|
Aggregate
Balance at
December 31,
2011
($)(2)
|
|
David P. Stockert
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher J. Papa
|
|
|
|
|
|
|
|
|
|
|
|
|
Sherry W. Cohen
|
|
|
|
|
|
|
(14,658
|
)
|
|
|
424,380
|
|
S. Jamie Teabo
|
|
|
10,111
|
|
|
|
1,693
|
|
|
|
268,340
|
|
Charles A. Konas
|
|
|
6,500
|
|
|
|
(2,703
|
)
|
|
|
43,176
|
|
(1)
|
The amounts in this column are also included in the appropriate columns of the 2011 Summary Compensation Table.
|
(2)
|
Of the totals in this column, the following amounts have previously been reported (or would have been reported had the person been a Named Executive Officer) in the
Summary Compensation Table for this year, and for previous years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Reported in
Current
Summary
Compensation
Table ($)
|
|
|
Reported in
Previous
Years
Summary
Compensation
Table ($)
|
|
|
Total
($)
|
|
David P. Stockert
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher J. Papa
|
|
|
|
|
|
|
|
|
|
|
|
|
Sherry W. Cohen
|
|
|
|
|
|
|
352,052
|
|
|
|
352,052
|
|
S. Jamie Teabo
|
|
|
10,111
|
|
|
|
194,702
|
|
|
|
204,813
|
|
Charles A. Konas
|
|
|
6,500
|
|
|
|
32,500
|
|
|
|
39,000
|
|
Each Named Executive Officer may elect to defer the payment of all or a portion of his or her salary and
bonus for any calendar year under our Deferred Compensation Plan. The amount of compensation that may be deferred under the plan is not limited.
The deferrals made by a participant under the plan are credited to a bookkeeping account for the participant. We will make adjustments to each participants account balance to reflect the investment
return that would have been received had the account balance been invested in one or more benchmark return options which the participant elects for us to use in making such adjustments to his or her account. The array of benchmark return options
changes from time to time. As of December 31, 2011, Named Executive Officers and other participants could choose among several different investments, including domestic and international equity, income, short-term investment and balanced mutual
fund investments. Participants can change their deferral elections in accordance with procedures established by the Company from time to time. All deferred amounts are held in a rabbi trust.
When participants elect to defer amounts, they may also select when the amounts ultimately will be distributed to them. Distributions may
be either made at a fixed time specified by the participant whether or not employment has then ended or as of the participants retirement or separation,
52
disability, death or upon a change of control. Distributions may also be made in the event of certain unforeseeable emergencies. A participant may elect to have the Company distribute his or her
account in one of the following methods: (1) one lump sum; (2) five annual installments; or (3) ten annual installments. However, if the balance credited to the participants account does not exceed $10,000, the
participants account will automatically be distributed in one lump sum. In addition, all distributions made pursuant to a fixed time election, an unforeseeable emergency, death, or a change of control will be made in one lump sum. All
distributions are made in cash.
Employment Agreements
We have employment agreements with our Named Executive Officers. We entered into amended and restated employment agreements with Messrs.
Stockert, Papa and Konas and Ms. Cohen, and we entered into a new employment agreement with Ms. Teabo on April 4, 2011. The amendments to the agreements with Messrs. Stockert and Papa and Ms. Cohen change the modified
single-trigger change-of-control provisions to double-trigger change-of-control provisions. The agreements for all Named Executive Officers now contain double-trigger change-of-control provisions. In addition, the
amendments to the agreements with Messrs. Stockert, Papa and Konas and Ms. Cohen eliminate excise tax gross-up payments and achieve more consistency among the agreements.
The agreements generally provide for a minimum base salary and eligibility to receive (1) an annual bonus based on individual and corporate goals established by the Committee, and (2) awards
under incentive and equity compensation programs maintained by the Company, as determined by the Committee. The agreements also provide for participation in our employee benefit plans and the limited executive benefits described in the Compensation
Discussion and Analysis. As part of the employment agreements, our Named Executive Officers agree to protect our trade secrets for so long as such information remains a trade secret, to protect any confidential or proprietary information for the one
year period following his or her termination of employment and to refrain from soliciting our customers and our employees for the two year period following his or her termination of employment. In addition, our Named Executive Officers agree not to
compete with us for the one-year period following his or her termination of employment. Included in the employment agreements are termination and change-of-control provisions, which are more fully described in Potential Payments Upon
Termination or Change of Control below. Each agreement provides for a one-year term that is automatically renewed each year for one additional year unless we provide 30 days notice of nonrenewal. The minimum annual base salary for each
executive under his or her employment agreement is set forth below:
|
|
|
|
|
Name
|
|
Minimum
Annual
Base
Salary ($)
|
|
David P. Stockert
|
|
|
420,000
|
|
Christopher J. Papa
|
|
|
342,000
|
|
Sherry W. Cohen
|
|
|
290,000
|
|
S. Jamie Teabo
|
|
|
260,000
|
|
Charles A. Konas
|
|
|
260,000
|
|
53
Potential Payments Upon Termination or Change of Control
As part of the employment agreements with our Named Executive Officers, we have agreed to pay certain amounts and provide
certain benefits following termination of employment or a change of control under certain circumstances, as described below.
Termination For Cause or By Executive Without Good Reason.
In the event of termination by us for cause or
by the executive without good reason, the executive will forfeit all compensation, perquisites and benefits provided in the agreements and will forfeit all unvested options to purchase common stock and unvested restricted stock.
Termination Without Cause or By Executive For Good Reason.
If an executives employment agreement is
terminated by us without cause or by the executive for good reason, the executive will continue to receive (i) his or her base salary, other benefits under our benefit plans and certain executive benefits owed for the period specified in the
table below (column A) as if he or she continued to be employed for such period, and (ii) a lump sum payment equal to a pro rata portion (based on the number of days the executive already worked during the calendar year) of the average
percentage payout of the target bonus, if any, awarded to executives at or above the Executive Vice President level, payable at the same time annual bonuses are paid to executives at or above the Executive Vice President level, plus the multiple of
the executives average bonus over the prior three years specified in the table below (column B); provided that certain payments may be delayed for up to six months in accordance with 409A of the Code. In addition, any unvested stock options
and restricted stock shall vest on the date of termination to the extent that any such option or restricted stock would have vested during the period specified in the table below (column A) from the termination date. The outstanding options will
remain exercisable until the earlier of (i) the expiration of the 10-year term of the option or (ii) the date the option would have expired if the executives employment had terminated at the end of the period specified in the table
below (column A).
|
|
|
|
|
Name
|
|
Period of Continued Coverage
and Benefits
Under Employee
Benefit Plans
(column A)
|
|
Payment Multiple of
Average Bonus
Following
Termination
(column B)
|
David P. Stockert
|
|
30 months
|
|
2.5 times average bonus
|
Christopher J. Papa
|
|
18 months
|
|
1.5 times average bonus
|
Sherry W. Cohen
|
|
18 months
|
|
1.5 times average bonus
|
S. Jamie Teabo
|
|
18 months
|
|
1.5 times average bonus
|
Charles A. Konas
|
|
18 months
|
|
1.5 times average bonus
|
Termination in Connection with Change of Control.
For each executive, if a
change of control (as defined below) occurs and an executives employment is terminated by us without cause or by the executive for good reason during the three-year period following the change of control (the protection period), the executive
will receive a lump sum payment equal to a pro rata portion of the target bonus, if any (as set by the Committee), that the executive would have been eligible to receive for the days the executive already worked during the calendar year, plus a
multiple of the executives cash compensation specified in the table below (column A); provided that certain payments may be delayed for up to six months in accordance with 409A of the Code. Cash compensation, for purposes of change-of-control
severance, is defined in the agreements as the executives base salary at the time of termination (or if greater, the average salary over the prior three years) plus the executives target bonus as approved by the Executive Compensation
and Management Development Committee for the
54
calendar year in which the termination occurs, or if no such target bonus has been approved for the calendar year, then the average annual cash bonuses earned over the prior three years. The
value of the stock options and restricted shares are not included. In addition, to the extent any stock options and restricted stock have not vested pursuant to their terms, then any unvested stock options and restricted stock of each executive
shall fully vest, and notwithstanding the terms of the stock options, the options shall remain exercisable for the remaining terms of the options as if there had been no termination of employment. The executive will also continue to receive coverage
and benefits under the employee benefit plans for the period specified in the table below (column B) following the change of control.
|
|
|
|
|
Name
|
|
Payment Multiple of Cash
Compensation
Following
Termination
(column A)
|
|
Period of Continued Coverage
and Benefits
Under Employee
Benefit Plans
(column B)
|
David P. Stockert
|
|
3 times cash compensation
|
|
36 months
|
Christopher J. Papa
|
|
3 times cash compensation
|
|
36 months
|
Sherry W. Cohen
|
|
3 times cash compensation
|
|
36 months
|
S. Jamie Teabo
|
|
2 times cash compensation
|
|
24 months
|
Charles A. Konas
|
|
2 times cash compensation
|
|
24 months
|
Definitions and Other Provisions
Under the employment agreements, Cause is defined, in summary, as the executives (i) conviction or guilty plea to a
felony or any act of fraud, misappropriation or embezzlement, (ii) malfeasance or gross negligence in the performance of his or her duties, or (iii) breach of the covenants of the employment agreement. Good Reason is defined,
in summary, as (i) certain reductions in the executives compensation or benefits, (ii) certain reductions in the executives responsibility or authority, (iii) a transfer of the executives primary place of work, and
(iv) a failure by Post to renew the term of the executives employment agreement.
Under the employment agreements,
a change of control is defined as:
|
|
|
any change of control which is required to be reported in a proxy statement,
|
|
|
|
a person becoming a beneficial owner of 45% or more of the combined voting power of our then outstanding securities for the election of directors,
|
|
|
|
the members of our board of directors at the beginning of any period of two consecutive years or less cease for any reason to constitute a majority of
our board of directors unless their successors were approved by at least two-thirds of the members of our board of directors at the beginning of such period,
|
|
|
|
the consummation of a reorganization, merger, consolidation or share exchange which results in our common stock being converted or changed into
securities of another non-Company affiliated organization,
|
|
|
|
any dissolution or liquidation of the Company or the sale or disposition of 50% or more of our assets or business, or
|
|
|
|
the consummation of any reorganization, merger, consolidation or share exchange with another corporation that would cause existing shareholders of the
Company to hold less than 60% of the outstanding shares of common stock of the surviving entity.
|
55
A change of control is effective under these agreements on the date of the
closing of the transaction which effects the change of control or, if there is no such closing, on the date the change of control is reported to the SEC (or otherwise publicly announced as effective).
The tables below were prepared as though the Named Executive Officers employment was terminated or a change of control occurred on
December 31, 2011 using the closing price of our common stock as of December 30, 2011, the last day of the trading year. The amounts reflect the acceleration of benefits described above as well as benefits payable or other consequences
under our benefit plans in connection with a change of control. There can be no assurance that a termination or change of control would produce the same or similar results as those shown below if it occurs on any other date or at any other price.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Severance
($)(1)
|
|
|
Continued
Benefits
and
Perquisites
($)(2)
|
|
|
Accelerated
Vesting of
Unvested
Equity
Compensation
($)(3)
|
|
|
Total
($)
|
|
David P. Stockert
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause/Resignation without Good Reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/Disability/Retirement
|
|
|
|
|
|
|
|
|
|
|
2,024,479
|
|
|
|
2,024,479
|
|
Involuntary Termination without Cause, Resignation for Good Reason
|
|
|
1,881,370
|
|
|
|
50,566
|
|
|
|
2,024,479
|
|
|
|
3,956,415
|
|
Termination in connection with a Change of Control
|
|
|
2,580,000
|
|
|
|
60,679
|
|
|
|
2,024,479
|
|
|
|
4,665,158
|
|
Christopher J. Papa
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause/Resignation without Good Reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/Disability/Retirement
|
|
|
|
|
|
|
|
|
|
|
1,443,977
|
|
|
|
1,443,977
|
|
Involuntary Termination without Cause, Resignation for Good Reason
|
|
|
1,097,634
|
|
|
|
27,885
|
|
|
|
1,304,543
|
|
|
|
2,430,062
|
|
Termination in connection with a Change of Control
|
|
|
1,926,000
|
|
|
|
55,769
|
|
|
|
1,443,977
|
|
|
|
3,425,746
|
|
Sherry W. Cohen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause/Resignation without Good Reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/Disability/Retirement
|
|
|
|
|
|
|
|
|
|
|
847,534
|
|
|
|
847,534
|
|
Involuntary Termination without Cause, Resignation for Good Reason
|
|
|
822,138
|
|
|
|
6,684
|
|
|
|
774,321
|
|
|
|
1,603,143
|
|
Termination in connection with a Change of Control
|
|
|
1,450,000
|
|
|
|
13,368
|
|
|
|
847,534
|
|
|
|
2,310,902
|
|
S. Jamie Teabo
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause/Resignation without Good Reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/Disability/Retirement
|
|
|
|
|
|
|
|
|
|
|
292,902
|
|
|
|
292,902
|
|
Involuntary Termination without Cause, Resignation for Good Reason
|
|
|
689,956
|
|
|
|
20,338
|
|
|
|
258,031
|
|
|
|
968,325
|
|
Termination in connection with a Change of Control
|
|
|
880,000
|
|
|
|
27,118
|
|
|
|
292,902
|
|
|
|
1,200,020
|
|
56
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
Severance
($)(1)
|
|
|
Continued
Benefits
and
Perquisites
($)(2)
|
|
|
Accelerated
Vesting of
Unvested
Equity
Compensation
($)(3)
|
|
|
Total
($)
|
|
Charles A. Konas
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause/Resignation without Good Reason
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death/Disability/Retirement
|
|
|
|
|
|
|
|
|
|
|
274,724
|
|
|
|
274,724
|
|
Involuntary Termination without Cause, Resignation for Good Reason
|
|
|
686,463
|
|
|
|
31,158
|
|
|
|
239,853
|
|
|
|
957,474
|
|
Termination in connection with a Change of Control
|
|
|
880,000
|
|
|
|
41,544
|
|
|
|
274,724
|
|
|
|
1,196,268
|
|
(1)
|
Upon involuntary termination without Cause or resignation for Good Reason, with respect to Mr. Stockert, includes cash severance equal to the sum of (i) his
annual base salary continued for 30 months, plus (ii) a lump sum payment equal to his average bonus earned for 2008-2010 multiplied by 2.5, plus (iii) a lump sum payment of the average percentage payout of the 2011 target bonus awarded to
executives at or above the Executive Vice President level, and with respect to Messrs. Papa and Konas, and Mss. Cohen and Teabo, includes cash severance equal to the sum of (i) his or her annual base salary continued for 18 months, plus
(ii) a lump sum payment equal to his or her average bonus earned for 2008-2010 multiplied by 1.5, plus (iii) a lump sum payment of the average percentage payout of the 2011 target bonus awarded to executives at or above the Executive Vice
President level. Upon termination in connection with a Change of Control, includes cash severance equal to a multiple of the executives annual cash compensation (his or her annual base salary, plus his or her 2011 target bonus), plus a pro
rata portion of the target bonus, if any (as set by the Committee), that the executive would have been eligible to receive for the days the executive already worked during the calendar year, or if no target has been set, then a pro rata portion of
the average bonus earned over the prior three years. For purposes of this table, each executive is deemed to have earned his or her 2011 target bonus, and would be entitled to a lump sum payment of such amount. For Messrs. Stockert and Papa and
Ms. Cohen, the Change-of-Control multiple is three, and for Mr. Konas and Ms. Teabo the Changeof-Control multiple is two.
|
(2)
|
Includes medical, dental, vision, life, accidental death & dismemberment, long-term disability, and supplemental long-term disability coverage. Cost of
continued benefits is estimated using 2011 annual costs over the continuation period, plus reimbursement for any income and employment taxes due on such amounts at the maximum marginal tax rates.
|
(3)
|
Amounts in this column represent the in-the-money value of unvested stock options and the full value of unvested restricted stock awards as of
December 31, 2011 (the assumed termination date) to the extent vesting would be accelerated upon termination under these scenarios. These amounts are different than our compensation expense for granting these awards. The assumed share price
upon each termination scenario is $43.72, which was the closing price of our common stock on the NYSE on December 30, 2011, the last trading day of the year.
|
57
Compensation Committee Interlocks and Insider Participation
During 2011, Messrs. Bloom, Deriso and French and Ms. Thayer served as members of the Executive Compensation and Management
Development Committee. During 2011:
|
|
|
none of our executive officers was a director of another entity where one of that entitys executive officers served on the Committee,
|
|
|
|
no member of the Committee was during the year or formerly an officer or employee of the Company or any of its subsidiaries,
|
|
|
|
no member of the Committee entered into any transaction with our Company in which the amount involved exceeded $120,000,
|
|
|
|
none of our executive officers served on the compensation committee of any entity where one of that entitys executive officers served on the
Committee, and
|
|
|
|
none of our executive officers served on the compensation committee of another entity where one of that entitys executive officers served as a
director on our board of directors.
|
58
PROPOSAL 2 ADVISORY APPROVAL OF EXECUTIVE
COMPENSATION
Pay that reflects performance and alignment of pay with the long-term interests of our shareholders are key
principles that underlie our compensation program. In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), shareholders have the opportunity to vote, on an advisory basis, on the compensation of our
Named Executive Officers. This is often referred to as say on pay, and provides you, as a shareholder, with the ability to cast a vote with respect to our 2011 executive compensation programs and policies and the compensation paid to the
Named Executive Officers as disclosed in this Proxy Statement through the following resolution:
RESOLVED, that the
shareholders approve the compensation of the Named Executive Officers, as described in the Compensation Discussion and Analysis section and in the compensation tables and accompanying narrative disclosure in this Proxy Statement.
As discussed in the Compensation Discussion and Analysis section, the compensation paid to our Named Executive Officers reflects the
following objectives of our compensation program:
|
|
|
foster a high performance culture that appropriately motivates our associates,
|
|
|
|
link compensation to the achievement of our strategic and financial objectives,
|
|
|
|
drive shareholder value creation, and
|
|
|
|
attract and retain high-caliber talent.
|
Although the vote is non-binding, the Executive Compensation and Management Development Committee will review the voting results. To the extent there is any significant negative vote, we will consult
directly with shareholders to better understand the concerns that influenced the vote. The Executive Compensation and Management Development Committee would consider the constructive feedback obtained through this process in making decisions about
future compensation arrangements for our Named Executive Officers.
As required by the Dodd-Frank Act, this vote does not
overrule any decisions by the board, will not create or imply any change to or any additional fiduciary duties of the board and will not restrict or limit the ability of shareholders generally to make proposals for inclusion in proxy materials
related to executive compensation.
The board of directors recommends a vote
FOR
the approval,
on an advisory basis, of executive compensation.
59
AUDIT COMMITTEE REPORT
The Audit Committee is responsible for, among other things, reviewing with Deloitte & Touche LLP (Deloitte), our independent
registered public accounting firm for fiscal year 2011, the scope and results of their audit engagement. In connection with the audit for the year ended December 31, 2011, the Audit Committee has:
|
|
|
reviewed and discussed with management the audited financial statements of Post Properties and Post Apartment Homes to be included in our Annual Report
on Form 10-K for the year ended December 31, 2011;
|
|
|
|
discussed with Deloitte the matters required by the statement of Auditing Standards No. 61, as amended (AICPA,
Professional Standards
, Vol.
1 AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; and
|
|
|
|
received the written disclosures and letter from Deloitte required by the applicable requirements of the Public Company Accounting Oversight Board
regarding Deloittes communications with the Audit Committee concerning independence, and has discussed with Deloitte their independence.
|
Management is primarily responsible for Post Properties financial reporting process (including its system of internal control) and for the preparation of the consolidated financial statements of
Post Properties and Post Apartment Homes in accordance with generally accepted accounting principles (GAAP). Deloitte is responsible for auditing those financial statements and issuing an opinion on whether the audited financial statements conform
with GAAP. The Audit Committees responsibility is to monitor and review these processes. It is not the Audit Committees duty or responsibility to conduct auditing or accounting reviews or procedures. Therefore, the Audit Committee has
relied on managements representation that the financial statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted in the United States and on the representations of Deloitte
included in their report to the financial statements of Post Properties and Post Apartment Homes.
Based on the review and the
discussions described in the preceding bullet points, the Audit Committee has recommended to the board of directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2011.
Submitted by the Audit Committee:
Russell R. French, Chair
Walter M. Deriso, Jr.
Dale Anne Reiss
Stella F.
Thayer
60
INDEPENDENT REGISTERED PUBLIC ACCOUNTANT FEES AND SERVICES
2011 and 2010 Fees
Deloitte served as our independent registered public accounting firm for the fiscal years ended December 31, 2011 and December 31, 2010. The table below summarizes fees for professional services
rendered by Deloitte for the years ended December 31, 2011 and 2010.
|
|
|
|
|
|
|
|
|
Deloitte & Touche LLP Fees
|
|
Year Ended
December 31, 2011
($)
|
|
|
Year Ended
December 31, 2010
($)
|
|
Audit Fees(1)
|
|
|
680,000
|
|
|
|
665,000
|
|
Audit-Related Fees(2)
|
|
|
260,650
|
|
|
|
232,650
|
|
Tax Fees
|
|
|
|
|
|
|
|
|
All other Fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
940,650
|
|
|
|
897,650
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Represents audit fees and expenses related to audits of the annual financial statements of Post Properties and Post Apartment Homes, reviews of quarterly financial
statements of Post Properties and Post Apartment Homes, audits of managements assessment of the effectiveness of internal control over financial reporting of Post Properties and Post Apartment Homes and other attest services rendered in
connection with securities offerings and registration statements.
|
(2)
|
Represents fees principally related to separate joint venture audits, other statutory audits and comfort letter procedures.
|
Pre-Approval of Audit and Permissible Non-Audit Services
The Audit Committee has established a pre-approval policy for audit and permissible non-audit services provided by our independent
registered public accounting firms. The policy gives detailed guidance to management as to the specific services that are eligible for general pre-approval and provides specific cost limits for certain services on an annual basis. Pursuant to the
policy and the charter of our Audit Committee, the Audit Committee has delegated to its chair the authority to address any requests for pre-approval of other non-audit services between Audit Committee meetings that do not exceed $75,000 per
non-audit service. Any such approvals are required to be subsequently ratified by the full Audit Committee.
None of the
services provided by Deloitte for 2011 and 2010, that were approved by the Audit Committee, made use of the de minimus exception to pre-approval set forth in applicable rules of the SEC.
61
PROPOSAL 3 RATIFICATION OF THE APPOINTMENT OF
THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
Our Audit Committee appointed Deloitte to audit our consolidated financial statements for the year ending December 31, 2012 and to
prepare a report on this audit. A representative of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions by shareholders.
We are asking our shareholders to ratify the appointment of Deloitte as our independent registered public accounting firm. Although
ratification is not required by our bylaws or otherwise, the board of directors is submitting the selection of Deloitte to our shareholders for ratification because we value our shareholders views on the Companys independent registered
public accounting firm and as a matter of good corporate practice. In the event that our shareholders fail to ratify the appointment, it will be considered as a direction to the board of directors and the Audit Committee to consider the appointment
of a different firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best
interests of the Company and our shareholders.
The board of directors recommends a vote
FOR
the
ratification of the appointment of
the independent registered public accountants.
62
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
In accordance with our Audit Committee charter, our Audit Committee is responsible for reviewing the terms, conditions
and arrangements involving any related person or potential conflict of interest transaction and for overseeing our Code of Business Conduct, which includes disclosure requirements applicable to our employees and our directors relating to conflicts
of interest. Accordingly, the Audit Committee is responsible for reviewing and approving the terms and conditions of all transactions that involve the Company, one of our directors or executive officers or any of their immediate family members.
Although we have not entered into any such transactions since January 1, 2011 that meet the requirements for disclosure in this Proxy Statement, if there were to be such a transaction, we would need the approval of our Audit Committee prior to
entering into such transaction.
We made loans to certain executive officers in 1999 and 2001. The purpose of those loans was
generally to facilitate the executives purchase of our common stock. Some of those loans included forgiveness provisions where the principal amount would be forgiven in annual installments over five or ten years. In this way, those loans were
economically similar to a restricted stock grant with annual installment vesting. All of the loans bore interest at 6.32%. Interest was payable quarterly and, at the Companys election, the loans were due in full on the earlier of (1) the
tenth anniversary of the date of the note or (2) 30 days after the employee ceased for any reason to be an employee of the Company. The loans were made prior to July 30, 2002, the effective date of the Sarbanes-Oxley Act of 2002. Pursuant
to the Sarbanes-Oxley Act, we may not extend further loans or change the payment terms of existing loans, but we may allow existing loans to remain in place under their original terms.
We had an outstanding loan to Mr. Stockert during 2011. We made a loan of $1,000,000 to Mr. Stockert in May 2001. Pursuant to
the terms of this loan, we forgave the remaining $100,000 balance on January 1, 2011. The All Other Compensation column in the 2011 Summary Compensation Table reflects loan forgiveness of $100,000 for Mr. Stockert during 2011.
As of January 1, 2011, all loans to Mr. Stockert have been paid in full.
63
EQUITY COMPENSATION PLAN INFORMATION
The following table presents information as of December 31, 2011 about our common stock that may be issued under our 1993 Employee
Stock Plan and our Amended and Restated 2003 Incentive Stock Plan. As of December 31, 2011, there were outstanding stock grants subject to forfeiture for 84,255 shares which are not reflected in the table.
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
(a)
Number of Securities to
be Issued upon Exercise
of
Outstanding Options,
Warrants and Rights (#)
|
|
|
(b)
Weighted Average
Exercise Price
of
Outstanding Options,
Warrants and
Rights ($)/Sh
|
|
|
(c)
Number of Securities
Remaining Available for
Future Issuance
under Equity
Compensation Plans
(Excluding Securities Reflected
in Column (a)) (#)
|
|
Equity compensation plans approved by security holders:
|
|
|
|
|
|
|
|
|
|
|
|
|
1993 Employee Stock Plan
|
|
|
35,323
|
|
|
|
24.04
|
|
|
|
|
|
Amended and Restated 2003 Incentive Stock Plan
|
|
|
1,465,370
|
|
|
|
31.51
|
|
|
|
1,983,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,500,693
|
|
|
|
31.33
|
|
|
|
1,983,111
|
|
Equity compensation plans not approved by security holders:
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,500,693
|
|
|
|
31.33
|
|
|
|
1,983,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The term for all outstanding options and SARs is ten years from the date of grant.
|
(2)
|
The Amended and Restated 2003 Incentive Stock Plan applies share counting on a fungible basis, which means that stock grants will count against the total shares
available under the plan as 2.7 shares for every one share issued, while options will count against the total shares available as one share for every one share issued on the exercise of an option and SARs will count against the total shares
available as one share for each share with respect to which the appreciation in the SAR is based if the SAR is settled in shares (as distinguished from one share for each share issued in satisfaction of the SAR). Shares issued that are forfeited
will be added back to the total shares available on the same fungible basis. However, shares tendered by a participant or withheld by us to pay the exercise price of options or to satisfy any tax withholding obligation with respect to an award, and
shares that are not issued in connection with the stock settlement of the SAR when the SAR is exercised, will not be added back to the shares authorized under the plan.
|
OTHER MATTERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires our executive officers and directors and persons who beneficially own more than ten percent of our common stock to file with the SEC certain reports with
respect to each such persons beneficial ownership of our equity securities. Based solely upon a review of the reports furnished to the company, or written representations from reporting persons that all reportable transactions were reported,
the company believes that during the fiscal year ended December 31, 2011 the Companys officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a).
64
Shareholder Proposals
Rule 14a-8 Proposals for Our 2013 Proxy Statement
Pursuant to Rule 14a-8 under the Exchange Act, a shareholder proposal submitted for inclusion in our proxy statement for the 2013 Annual Meeting must be received by December 7, 2012. However,
pursuant to such rule, if the 2013 Annual Meeting is held on a date that is before April 30, 2013 or after June 29, 2013, then a shareholder proposal submitted for inclusion in our proxy statement for the 2013 Annual Meeting must be
received by us a reasonable time before we begin to print and mail our proxy statement for the 2013 Annual Meeting.
Shareholder Proposals of Business
Under our bylaws which will be in effect for the 2013 Annual Meeting, a shareholder is eligible to submit a shareholder proposal of business (other than nominations of directors, the procedures for which
are described below) at an annual meeting outside the processes of Rule 14a-8 if the shareholder is (1) of record based on the record date for determining shareholders entitled to vote at the annual meeting and (2) of record on the
date the shareholder gives notice of the proposal to our Corporate Secretary. In addition, the proposal must be a proper matter for shareholder action under Georgia law and the shareholder must provide timely notice of the proposal in writing to our
Corporate Secretary. To be timely under our bylaws, our Corporate Secretary must receive advance notice of a proposal for business at the 2013 Annual Meeting between January 30, 2013 and March 1, 2013; provided, however, if and only if the
2013 Annual Meeting is not scheduled to be held between May 5, 2013 and June 24, 2013, such shareholders notice must be delivered to our Corporate Secretary by the tenth day following the day on which the date of the 2013 Annual
Meeting is publicly disclosed or notice of the 2013 Annual Meeting is mailed, whichever occurs first. The advance notice of the proposal must contain certain information specified in our bylaws, including information concerning the proposal and the
shareholder proponent, and the shareholder must update and supplement that information as of, and within five days of, the record date for the 2013 Annual Meeting. The foregoing description is only a summary of the requirements of our bylaws.
Shareholders intending to submit a proposal of business at the 2013 Annual Meeting outside the processes of Rule 14a-8 must comply with the provisions specified in our bylaws, as amended and restated effective June 9, 2009, which were filed
with the SEC as an exhibit to a Form 8-K on February 11, 2009.
Shareholder Nominations of Directors
Shareholders may nominate directors for election without consideration by the Nominating and Corporate Governance
Committee by complying with the eligibility, advance notice and other provisions of our bylaws. Under our bylaws which will be in effect for the 2013 Annual Meeting, a shareholder is eligible to submit a shareholder nomination of directors at an
annual meeting if the shareholder is (1) of record based on the record date for determining shareholders entitled to vote at the annual meeting and (2) of record on the date the shareholder gives notice of the nomination to our Corporate
Secretary. The shareholder also must provide timely notice of the nomination in writing to our Corporate Secretary. To be timely under our bylaws, our Corporate Secretary must receive advance notice of a nomination for election of a director at the
2013 Annual Meeting between January 30, 2013 and March 1, 2013; provided, however, if and only if the 2013 Annual Meeting is not scheduled to be held between May 5, 2013 and June 24, 2013, such shareholders notice must be
delivered to our Corporate Secretary by the tenth day following the day on which the date of the 2013 Annual Meeting
65
is publicly disclosed or notice of the date of the 2013 Annual Meeting is mailed, whichever occurs first. The advance notice of the nomination must contain certain information specified in our
bylaws, including information concerning the nominee and the shareholder proponent, and the shareholder must update and supplement that information as of, and within five days of, the record date for the 2013 Annual Meeting. The foregoing
description is only a summary of the requirements of our bylaws. Shareholders intending to submit a nomination for the 2013 Annual Meeting must comply with the provisions specified in our bylaws, as amended and restated effective June 9, 2009,
which were filed with the SEC as an exhibit to a Form 8-K on February 11, 2009.
Contact Information
Shareholder proposals or nominations should be sent to:
Post Properties, Inc.
One Riverside
4401 Northside Parkway, Suite 800
Atlanta, Georgia 30327-3057
Attention: Corporate Secretary
Householding
As permitted by the Exchange Act, only one copy of the Notice of Internet Availability of Proxy Materials or of this Proxy Statement is
being delivered to shareholders residing at the same address unless such shareholders have notified us of their desire to receive multiple copies. Upon oral or written request, we will promptly deliver a separate copy of the Notice of Internet
Availability of Proxy Materials or of this Proxy Statement, as applicable, to any shareholder residing at an address to which only one copy was mailed. Shareholders who participate in householding will continue to be able to separately vote their
proxy. Also, householding will not in any way affect dividend check mailings.
Shareholders residing at the same address and
currently receiving only one copy of the Notice of Internet Availability of Proxy Materials or of this Proxy Statement may contact us to request multiple copies in the future, and shareholders residing at the same address and currently receiving
multiple copies of the Notice of Internet Availability of Proxy Materials or of this Proxy Statement may contact us to request a single copy in the future. All such requests should be directed to our Corporate Secretary by mail to Post Properties,
Inc., One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia, 30327-3057, or by phone at (404) 846-5000.
The board of directors knows of no other matters to be brought before the Annual Meeting.
By Order of the Board of Directors,
Sherry W. Cohen
Executive Vice President and Corporate Secretary
Atlanta, Georgia
April 5, 2012
66
Using a
black ink pen, mark your votes with an X as shown in
this example. Please do not write outside the designated
areas. X
01G0LB
1 U P X +
Annual Meeting Proxy Card
C Authorized Signatures This section must be completed for your vote to be counted. Date and Sign Below
Please sign exactly as your name or names appear hereon. For more than one owner, each should sign. When
signing in a fiduciary or representative capacity, please give full title. If this proxy is
submitted by a
corporation, it should be executed in the full corporate name by a duly authorized officer. If submitted by a partnership, please sign in the partnerships name by an authorized person.
Date (mm/dd/yyyy) Please print date below. Signature 1 Please keep signature within the box. Signature 2
Please keep signature within the box.
+
B Non-Voting Items
A Proposals The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposal 2, and FOR Proposal 3.
Change of Address Please print new address below.
01 - Robert C. Goddard, III
04 - Walter M. Deriso, Jr.
07 - Stella F. Thayer
02 - David P. Stockert
05 - Russell R. French
08 - Ronald de Waal
03 - Herschel M. Bloom
06 - Dale Anne Reiss
09 - Donald C. Wood
1. Election of Directors: For Withhold For Withhold For Withhold
IMPORTANT ANNUAL MEETING INFORMATION
For Against Abstain
2. Advisory approval of
executive compensation.
4. To transact such other business as may properly come before the Annual Meeting
or any adjournment or postponement of the Annual Meeting.
For Against Abstain
3. To ratify the appointment of Deloitte & Touche LLP as the
independent registered public accountants for 2012.
1234 5678 9012 345
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140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
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MR A SAMPLE
DESIGNATION (IF ANY)
ADD 1
ADD 2
ADD 3
ADD 4
ADD 5
ADD 6
ENDORSEMENT_LINE SACKPACK
qIF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD
ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
Electronic Voting
Instructions
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the voting
methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by
12:00 a.m., Eastern Time, on May 30, 2012.
Vote by Internet
Go to www.envisionreports.com/PPS2012
Or scan the QR code with your smartphone
Follow the steps outlined on the secure website
Vote by telephone
Call toll free
1-800-652-VOTE (8683) within the USA, US territories &
Canada on a touch tone telephone
Follow the instructions provided by the recorded message
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 30, 2012
The undersigned hereby appoints David P. Stockert and Sherry W. Cohen, and each of them, proxies, with full power of
substitution and resubstitution, for
and in the name of the undersigned, to vote all shares of common stock of
Post Properties, Inc. which the undersigned would be entitled to vote if personally
present at the Annual
Meeting of Shareholders, or at any adjournment or postponement thereof. The Annual Meeting will be held on May 30, 2012, at
9:00 a.m., local time, at One Riverside, 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327. The undersigned acknowledges receipt of the
accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, and will vote on the matters described in both
and upon any other business
that may properly come before the Annual Meeting of Shareholders or any
adjournment or postponement thereof. Said proxies are directed to vote on the
matters described in the Notice
of Annual Meeting of Shareholders and Proxy Statement as follows, and otherwise in their discretion upon such other
business as may properly come before the Annual Meeting of Shareholders or any adjournment or postponement thereof.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, THE PROXY WILL BE VOTED FOR ALL DIRECTOR NOMINEES
LISTED IN PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3, AND IN THE DISCRETION OF MR. STOCKERT AND/OR MS. COHEN, UPON SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
THE VALIDITY OF THIS PROXY IS GOVERNED BY THE LAWS OF THE STATE OF GEORGIA. THIS PROXY DOES NOT REVOKE ANY
PRIOR
POWERS OF ATTORNEY EXCEPT FOR PRIOR PROXIES GIVEN IN CONNECTION WITH THE ANNUAL MEETING OF SHAREHOLDERS.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHETHER OR NOT YOU PLAN TO
ATTEND
THE ANNUAL MEETING. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY
RETURNED YOUR PROXY.
Proxy Post Properties, Inc.
IF YOU HAVE
NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
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