AMERICOLD REALTY TRUST
For the period ended May 22, 2024. Filed Apr 12, 2024.
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May 22, 2024 · Filed Apr 12, 2024
Contents
PAY VERSUS PERFORMANCE
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and our financial performance. In determining the “compensation actually paid,” or “CAP,” to our named executive officers, we are required to make certain adjustments to amounts that have been previously reported in Summary Compensation Table (“SCT”). The below summarizes compensation values previously reported in our Summary Compensation Table and the adjusted values required for the last four calendar years.
| Value of initial fixed $100 investment based on: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year | SCT Total for PEO 1 (1) | SCT Total for PEO 2 (2) | CAP to PEO 1 (3) (4) (5) | CAP to PEO 2 (3) (4) (5) | Average SCT total for non-PEO NEOs (6) | Average CAP to non-PEO NEOs (3)(4)(7) | Total Shareholder Return | U.S. MSCI REIT Index Total Shareholder Return (8) | Net Income | Core EBITDA (9) |
| 2023 | $8,109,662 | $— | $10,090,177 | $— | $1,918,213 | $2,221,385 | $96.40 | $113.54 | $(336.3) | $572.1 |
| 2022 | $7,689,546 | $— | $7,697,775 | $— | $2,038,558 | $2,024,259 | $87.55 | $99.82 | $(19.4) | $499.8 |
| 2021 | $1,489,979 | $4,661,919 | $1,613,153 | $(4,910,137) | $1,469,331 | $575,335 | $98.24 | $132.23 | $(30.5) | $474.5 |
| 2020 | $— | $5,361,399 | $— | $8,160,368 | $1,791,744 | $2,352,327 | $109.03 | $92.43 | $24.5 | $425.9 |
(1) The Principal Executive Officer (PEO) is George F. Chappelle.
(2) The second Principal Executive Officer (PEO) is Fred Boehler, who served as our Chief Executive Officer through November, 2021.
(3) Our PEO and non-PEO NEOs do not receive pension benefits, therefore no adjustments were made.
(4) We did not make any adjustments for dividend equivalents and distributions because they are already factored into our Fair Market Value (“FMV”) used for our performance awards and included in All Other Compensation on the Summary Compensation Table in our CD&A.
(5) To calculate Compensation Actually Paid (CAP) for the PEO, the fair value of equity awards were updated using the same methodology applied under ASC 718 and all equity adjustments were made in accordance with the SEC methodology for determining CAP for each year shown:
| 2023 | 2022 | 2021 | 2020 | |||||
|---|---|---|---|---|---|---|---|---|
| PEO1 (Chappelle) | PEO2 (Boehler) | PEO1 (Chappelle) | PEO2 (Boehler) | PEO1 (Chappelle) | PEO2 (Boehler) | PEO1 (Chappelle) | PEO2 (Boehler) | |
| SCT Total for PEO | 8,109,662 | — | 7,689,546 | — | 1,489,979 | 4,661,919 | — | 5,361,399 |
| Subtract stock compensation and pension included in SCT | (4,967,302) | — | (3,452,311) | — | (1,260,006) | (3,583,397) | — | (3,028,791) |
| Add pension attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | — | — | — | — | — | — | — | — |
| Add fair value of equity compensation granted in current year – value at year-end | 5,218,646 | — | 3,756,664 | — | 1,383,181 | 489,419 | 4,630,388 | |
| Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — | — | — | — |
| Add/Subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 1,714,020 | — | — | — | — | (1,458,139) | — | 1,304,520 |
| Add/Subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 15,151 | — | (296,125) | — | — | (763,992) | — | (107,148) |
| Add fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year - valued on date of vesting | — | — | — | — | — | 273,131 | — | — |
| Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | — | — | — | — | — | (4,529,078) | — | — |
| Total Adjustments | 1,980,515 | — | 8,229 | — | 123,174 | (9,572,057) | — | 2,798,969 |
| Compensation Actually Paid to PEO | 10,090,177 | — | 7,697,775 | — | 1,613,153 | (4,910,137) | — | 8,160,368 |
(6) The non-PEO Named Executive Officers (NEOs) for each respective year are as follows:
| 2023 | 2022 | 2021 | 2020 |
| Marc Smernoff | Marc Smernoff | Marc Smernoff | Marc Smernoff |
| Robert Chambers | Robert Chambers | Robert Chambers | Robert Chambers |
| Richard Winnall | David Moore | Carlos Rodriguez | Carlos Rodriguez |
| Samantha Charleston | Samantha Charleston | Jay Harron | Jay Harron |
(7) To calculate average CAP for the non-PEO Named Executive Officers, the fair value of equity awards were updated using the same methodology applied under ASC 718 and all equity adjustments were made in accordance with the SEC methodology for determining CAP for each year shown:
| 2023 | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| Average SCT Total for Non-PEO NEOs | $1,918,213 | $2,038,558 | $1,469,331 | $1,791,744 |
| Subtract stock compensation and pension included in SCT | (959,602) | (861,488) | (891,024) | (824,658) |
| Add pension attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | — | — | — | — |
| Add fair value of equity compensation granted in current year – value at year-end | 1,008,158 | 907,540 | 659,162 | 1,196,685 |
| Add dividends paid on unvested shares/share units and stock options | — | — | — | — |
| Add/Subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 238,980 | (16,661) | (567,834) | 230,958 |
| Add/Subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 53,070 | (43,690) | (94,300) | (42,402) |
| Add fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year - valued on date of vesting | — | — | — | — |
| Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | (37,434) | — | — | — |
| Total Adjustments | $303,172 | $(14,299) | $(893,996) | $560,583 |
| Average Compensation Actually Paid to Non-PEO NEOs | $2,221,385 | $2,024,259 | $575,335 | $2,352,327 |
(8) The selected peer group is the U.S. MSCI REIT Index which is the sole measurement of our performance based equity awards and the same index used for our performance graph disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
(9) Our company selected measure is Core EBITDA the financial metric we believe best links compensation paid to our PEO and other NEOs, which is calculated as described in Appendix A to this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.