Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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2017 Compensation for Named Executive Officers
On January 11, 2017, the Compensation Policy Committee (the Committee) of the Board of Directors of Host Hotels &
Resorts, Inc. (the Company), which is the general partner of Host Hotels & Resorts, L.P., adopted compensatory arrangements in which senior management of the Company, including the named executive officers, will participate. The
arrangements will be effective for the Companys 2017 fiscal year. The key elements of these compensatory arrangements are base salary, annual incentive awards and long-term equity-based awards, as further described below.
The following table sets forth the base salary amount, target annual incentive award, target long-term incentive award and total target
compensation approved by the Committee for each named executive officer for 2017.
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Name
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2017 Base
Salary
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2017 Target
Annual
Incentive
Award
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2017 Target
Long-Term
Incentive
Award
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2017 Total
Target
Compensation
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James F. Risoleo (1)
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$
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850,000
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$
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1,062,500
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$
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3,387,500
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$
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5,300,000
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Gregory J. Larson
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$
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590,000
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$
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590,000
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$
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1,900,000
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$
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3,080,000
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Minaz B. Abji (2)
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$
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455,334
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$
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182,134
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N/A
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$
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637,468
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Elizabeth A. Abdoo
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$
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550,000
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$
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550,000
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$
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1,225,000
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$
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2,325,000
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(1)
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Mr. Risoleos total target annual compensation was approved by the Board of Directors in December 2016 in connection with his appointment as President and Chief Executive Officer of the Company.
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(2)
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As discussed below, Mr. Abji has announced his retirement from the Company. Amounts shown reflect his prorated salary for the period of time that he will continue to work for the Company in 2017, and a prorated
target annual incentive opportunity for the 4-month period he continues to serve as Executive Vice President, Asset Management.
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Base
Salaries
On January 11, 2017, the Committee approved increases in the base salaries for 2017 for certain members of its senior
management, including each of the Companys named executive officers other than Mr. Risoleo. Mr. Risoleos 2017 base salary was approved by the Board of Directors in December 2016 in connection with his appointment as President
and Chief Executive Officer of the Company.
Annual Incentive Awards
As in previous years, the named executive officers of the Company will be eligible for an annual incentive award, which is an opportunity to
receive cash bonuses based on the satisfaction of Company financial goals and personal performance goals. For the named executive officers, 80% of the eligible cash bonus under the annual incentive award program is based on the financial performance
of the Company (adjusted funds from operations per share and return on invested capital performance goals) and 20% is based on satisfaction of individual performance goals.
Long-Term Incentives
The long-term
incentive awards are equity-based awards in the form of restricted stock units. Each award will be made as to 33% of the restricted stock units in the form of an annual time-based award that would vest ratably over three years, and as to 67% of the
restricted stock units in the form of performance-based awards based 34% on strategic objectives and 33% based on relative TSR performance.
Retirement
of Minaz Abji
On January 13, 2017, the Company announced that Minaz Abji will retire from his position as Executive Vice
President, Asset Management, effective April 30, 2017. Mr. Abji will continue to work with the Company through October 31, 2017. In recognition of his service to the Company, the Committee determined that Mr. Abji will be entitled to
receive an annual cash bonus for performance year 2017, prorated thru April 30, 2017, under the Companys annual incentive bonus plan. The annual incentive bonus would be payable when and if bonuses for 2017 are earned based on the
satisfaction of Company financial goals and personal performance goals.
Stock Ownership Guidelines
The Committee revised the Companys equity ownership and retention policy, which ensures that senior executives have a meaningful economic
stake in the Company, while allowing for appropriate portfolio diversification. As applied to executive management, the equity ownership guidelines provide that they should own and retain stock equal to the following respective multiple of their
annual salary rate:
CEOsix times annual salary rate;
Executive Vice Presidentsthree times annual salary rate;
Managing Directorsthree times annual salary rate; and
Senior Vice Presidents (Department Heads)two times annual salary rate.
Each member of senior management is expected to retain direct ownership of shares equal in number to 75% of earned shares, net of shares used
to pay tax withholding requirements attributable to such award, until the equity ownership guidelines are met. Only certain types of equity are used in determining whether the guidelines are met, including stock owned directly by an employee or as a
result of vesting in restricted stock. Unvested time-based restricted stock units (but not performance-based restricted stock units) are counted toward satisfying the equity ownership guidelines.