23See Item 402(g) of Regulation S-K. 24See Item 402(h) of Regulation S-K. 25See Item 402(i) of Regulation S-K. 26See Item 407(e)(5) of Regulation S-K. Option Exercises and Stock Vested Table23 The Option Exercises and Stock Vested Table requires disclosure, on an aggregated basis, of the amounts realized by each NEO upon the vesting of stock awards and exercise of stock options during the last completed fiscal year. Post-Retirement Benefit Tables The following tables are required to be included with respect to pension plans and nonqualified deferred compensation plans. However, most REITs do not provide their NEOs with these post retirement benefits, and, as a result, the disclosure is not included in their proxy statements. Neither of the following tables are required for smaller reporting companies or emerging growth companies: Pension Benefits Table24 The Pension Benefits Table requires disclosure of the actuarial present value of accumulated pension benefits under each tax-qualified and nonqualified defined benefit pension plans. Nonqualified Deferred Compensation Table25 The Nonqualified Deferred Compensation Table requires disclosure, on a plan-by-plan basis, regarding contributions, earnings and withdrawals, and account balances that have accumulated for each nonqualified deferred compensation plan or arrangement during the last fiscal year. Narrative Disclosure The Summary Compensation Table and Grant of Plan-Based Awards Table should be accompanied by appropriate narrative disclosure that provides additional material factors necessary to understand and give context to the quantitative information presented in the tables. This disclosure often includes summaries of the material terms of employment agreements, explanations of the split in cash compensation between salary and bonus, the material terms of equity or non-equity incentive plans, the material terms of awards and explanations of any perquisites provided to the NEOs. This narrative disclosure differs from CD&A because it focuses on the specific information necessary to understand the tables as opposed to the objectives and design of the company’s overall compensation program. The two post-retirement benefit plan tables also require narrative disclosure to provide the material terms of the relevant benefit plans. CiC and Severance Disclosures Companies are required to provide narrative disclosure describing the specific aspects of arrangements that provide for payments at, following or in connection with the resignation, severance, retirement or other termination of employment (including constructive termination) of a NEO, a change in a NEO’s job responsibilities or a CiC of the company. In addition, companies are required to disclose the estimated potential payments and benefits that would be provided in a CiC scenario. There is no specific tabular format set forth in the rules with respect to the presentation of this disclosure, and, as a result, the presentation of this disclosure varies. Companies should explain clearly and concisely the relevant assumptions used in populating the table in order to give context to the quantitative information presented. See Item 402(j) of Regulation S-K. Compensation Committee Report In accordance with SEC rules, the executive compensation disclosures of a company (other than a smaller reporting company and an emerging growth company) must be accompanied by a Compensation Committee Report.26 The Compensation Committee Report must state whether the company’s compensation committee has reviewed the CD&A, discussed the CD&A with management and recommended to the board of directors that the CD&A be included in the proxy statement. The rules also require companies to list the names of each member of the compensation committee below the Compensation Committee Report. In light of the SEC’s rules, the company’s management team and its compensation committee should have meaningful discussions regarding the compensation tables and the CD&A in advance of the filing deadline to ensure the accuracy of the Compensation Committee Report. 53 | 2024 Guide to REIT Executive Compensation
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