BGC Partners, Inc (NASDAQ:BGCP) will hold its 2021 Annual Meeting of Stockholders online on November 22, 2021, commencing at 3:00 p.m. (Eastern Time).
Participants will be asked to vote, inter alia, on executive compensation. On an annual basis, BGC Partners provides its stockholders with an opportunity to cast an advisory vote to approve the compensation of BGC Partners’ named executive officers.
This stockholder advisory vote will not be binding on the Company, the Board, or the Compensation Committee. Nevertheless, the Board and the Compensation Committee will take into account the outcome of the stockholder advisory vote when making future executive compensation decisions.
The document for the meeting includes some interesting information on BGC Partners’ executive compensation for 2020.
The 2020 award of Howard W. Lutnick, Chairman of BGC Partners’ Board of Directors and Chief Executive Officer, consisted of an aggregate BGC bonus of $11,000,000 paid $2,000,000 in current cash compensation and $9,000,000 in a long-term partnership award represented by 1,087,361 non-exchangeable BGC Holdings PSUs and 585,502 non- exchangeable BGC Holdings PPSUs.
This long-term unit award aligns Mr Lutnick’s compensation with the Company’s earnings and, over time, in the event such units become exchangeable, its stock performance with respect to the PSUs. The bonus for Mr Lutnick represented a $250,000, or approximately 2.3%, increase from the prior year.
The 2020 award of Shaun D. Lynn, Vice Chairman of the Company, consisted of a long-term $2,500,000 partnership award, a reduction of approximately 16.7% as compared to the prior year. Mr Lynn’s bonus was based on the contractual terms following his stepping down as President in October 2020. Mr. Lynn’s $2,500,000 2020 Incentive Plan award was represented by 86,199 non-exchangeable BGC Holdings NLPUs and 76,441 non-exchangeable BGC Holdings NPLPUs, as well as 196,329 non-exchangeable BGC Holdings LPU-NEWs and 105,716 BGC Holdings PLPU-NEWs, which shall have certain exchange rights beginning April 1, 2023 upon certain conditions set forth below.
Stephen M. Merkel, Executive Vice President and General Counsel, got BGC bonus of $750,000 for 2020. The bonus was paid $312,500 in current cash compensation and $437,500 in a long-term partnership award represented by 40,660 non-exchangeable BGC Holdings NPSUs and 40,660 non-exchangeable BGC Holdings NPPSUs. The BGC standalone bonus for 2020 awarded to Mr. Merkel equaled his prior year’s allocated bonus. In awarding Mr. Merkel a 2020 bonus under the Incentive Plan, the Committee considered his role in managing legal issues during the pandemic and overall leadership of the Company’s complex business, legal and regulatory matters in 2020.
The 2020 bonus Sean A. Windeatt, Chief Operating Officer, was £1,300,000 ($1,781,000 as of April 8, 2021), Of it, £75,000 was paid in current cash compensation and £933,000 in a long-term partnership award represented by 21,324 non-exchangeable BGC Holdings NLPUs and 18,910 non-exchangeable BGC Holdings NPLPUs as well as 128,279 non-exchangeable BGC Holdings New LPU-NEWs and 69,073 BGC Holdings PLPU-NEWs, which shall have certain exchange rights beginning April 1, 2023 upon certain conditions set forth below.
These exchange rights, accordingly, tie Mr. Windeatt’s compensation directly to stock performance over time and serve as a retention feature over the same period. Mr. Windeatt’s 2020 bonus represented a £83,333, or approximate 6.8 %, increase from the prior year.
The foregoing also included 20% of a previously issued grant award to Mr. Windeatt in connection with his contract extension on November 5, 2020 represented by 91,685 non-exchangeable BGC Holdings LPUs and 49,369 non-exchangeable BGC Holdings PLPUs at $2.84 per unit. In determining the specific 2020 Incentive Plan bonus for Mr. Windeatt, the Committee considered his increased responsibilities and duties and the Company’s financial performance.
The aggregate 2020 award of Steven Bisgay, Chief Financial Officer, was $1,250,000. It was paid $1,025,000 in current cash compensation and $225,000 in a long-term partnership award represented by 20,911 non-exchangeable BGC Holdings NPSUs and 20,911 non-exchangeable BGC Holdings NPPSUs. In determining the specific 2020 Incentive Plan bonus for Mr. Bisgay, the Committee noted his overall efforts on behalf of the Company with respect to financial reporting and related projects and the Company’s financial performance.
In 2020, the Incentive Plan cash bonus for Messrs. Lutnick, Merkel, Windeatt and Bisgay as a percentage of the overall total compensation paid to them by BGC was approximately 16.7%, 17.9%, 4.2% and 51.3% respectively. The 2020 Incentive Plan bonus for Mr. Lynn was paid entirely in the form of partnership awards.
In April 2021, BGC Partners’ Compensation Committee determined that Messrs. Lutnick, Merkel, Windeatt and Bisgay, would be participating executives for 2021 in BGC Partners’ Incentive Plan.