For Mr. Gosin, column (b) represents 92,464 exchangeable Newmark Holdings APSUs and 1,499,470 exchangeable Newmark Holdings PSUs held as of December 31, 2018.
Column (b) does not include the right of Mr. Gosin to exchange 1,592,016
non-exchangeable
BGC
Holdings PSUs into 1,129,449
non-exchangeable
BGC Holdings HDU partnership units (which, based on the closing price of the BGC Class A common stock of $6.20 per share on the grant date, had a value of
$9,870,501); and the right to exchange for cash 264,985 BGC Holdings
non-exchangeable
PPSUs (which had an average determination price of $4.2625 per unit), for a payment of $1,129,449 in cash for taxes when
such HDUs are exchanged.
For Mr. Rispoli, column (b) represents 17,517 exchangeable Newmark Holdings PSUs held as of
December 31, 2018.
Mr. Ficarro, column (b) represents zero exchangeable Newmark Holdings PSUs held as of December 31,
2018.
These exchangeable Newmark Holdings PSUs and Newmark Holdings APSUs were issued in connection with the separation and distribution
agreement and may be exchanged at any time on a 1:0.9558 basis (based on the exchange ratio as of February 28, 2019) for shares of Newmarks Class A common stock, subject to adjustment and the terms of the Amended and Restated
Separation and Distribution Agreement. As of December 31, 2018, the closing market price of a share of Class A common stock was $8.02.
The table above does not reflect the following exchangeable BGC Holdings PSUs or BGC Holdings APSUs held by the named executive officers as of
December 31, 2018: Mr. Lutnick, 1,040,760 exchangeable BGC Holdings PSUs; Mr. Gosin, 149,328 exchangeable BGC Holdings APSUs and 1,978,728 exchangeable BGC Holdings PSUs; Mr. Rispoli, 36,986 exchangeable BGC Holdings PSUs.; and
Mr. Ficarro, zero exchangeable BGC Holdings PSUs;
These exchangeable BGC Holdings PSUs and exchangeable BGC Holdings APSUs were
outstanding immediately prior to the separation and may be exchanged at any time on a 1:1 basis for shares of BGCs Class A common stock. As of December 31, 2018, the closing market price of a share of BGC Class A common stock
was $5.17.
Non-exchangeable
Newmark Holdings PSUs or Newmark Holdings APSUs held as of
December 31, 2018 that are eligible to be granted exchange rights into Newmark Class A common stock were as follows: Mr. Lutnick, 3,972,058 units; Mr. Gosin, 1,0420,435 units; Mr. Rispoli, 23,024 units; and Mr. Ficarro,
zero units. These
non-exchangeable
Newmark Holdings PSUs/APSUs were issued in connection with the Original Separation and Distribution Agreement.
Non-exchangeable
BGC Holdings PSUs or BGC Holdings APSUs held as of December 31, 2018 that are
eligible to be granted exchange rights into BGC Class A common stock were as follows: Mr. Lutnick, 8,970,467 units; Mr. Gosin, 4,927,213 units; Mr. Rispoli, 13,552 units; and Mr. Ficarro, zero units.
As of December 31, 2018, Messrs. Lutnick, Gosin, Rispoli, Mr. Ficarro held no
non-exchangeable
Newmark Holdings NPSUs that are eligible to be replaced by
non-exchangeable
Newmark Holdings PSUs/PPSUs, which in turn would be eligible to be granted exchange rights for shares of Newmark Class A common
stock or cash
As of December 31, 2018, Messrs. Lutnick, Gosin, Rispoli, Mr. Ficarro held no BGC Holdings NPSUs that are eligible
to be replaced by
non-exchangeable
BGC Holdings PSUs/PPSUs, which in turn would be eligible to be granted exchange rights for shares of Class A common stock or cash.
Unless otherwise noted, the number and value of awards in the table and this footnote reflect only those amounts attributable to the relevant
executives services performed for us and excludes the amounts attributable to the relevant executives services performed on other matters for BGC Partners and its affiliates (other than us), and represents a percentage (i.e., for
Mr. Lutnick, 50% of all compensation paid to him by BGC Partners; for Messrs. Gosin and Rispoli, 100% of all compensation; and for Mr. Ficarro, 90% of all compensation) of their total compensation based on each such executives
approximate time spent on Newmark matters.
(2)
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Column (c) does not include
non-exchangeable
Newmark Holdings PPSUs
held as of December 31, 2018 because they did not represent a right to acquire our Class A common stock. As of December 31, 2018, the
non-exchangeable
Newmark Holdings PPSUs held by the named
executive officers were as follows: Mr. Lutnick, 809,411 units; Mr. Gosin, 96,462 units; Mr. Rispoli, 18,837 units; and Mr. Ficarro, zero units.
|
Column (c) does not include
non-exchangeable
BGC Holdings PPSUs held as of December 31, 2018
because they did not represent a right to acquire BGC Class A common stock. As of December 31, 2018, the
non-exchangeable
BGC Holdings PPSUs held by the named executive officers were as follows:
Mr. Lutnick, 1,658,875 units, in addition to the PPSUs described in footnote 1 above; Mr. Gosin, 264,985 units; Mr. Rispoli, 11,089 units; and Mr. Ficarro, zero units.
Option Exercises and Stock Vested
During
2018, Newmark had no outstanding stock options, no options were exercised by any of the named executive officers and no stock vested for any of the named executive officers.
Potential Payments upon Termination and Change in Control
The following table provides information regarding the estimated amounts payable to the named executive officers listed below, upon either
termination or continued employment if such change in control had occurred on December 31, 2018 under their change in control and other agreements, described below, in effect on December 31, 2018. For Mr. Gosin, we have reflected 100%
of the amounts he would be paid on a termination of his employment without cause, because the payments would have been the same whether or not a change in control of BGC Partners or Newmark had occurred. Messrs. Ficarro and Rispoli are
not eligible for additional benefits upon termination or a change in control. All amounts are determined, where applicable, using the $8.02 closing
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