Cohen & Steers, Inc. - 8-K Filing Summary
Business Context and Reporting Period
This Form 8-K Current Report was filed on January 10, 2006, regarding events occurring on January 5, 2006. The filing details the entry into a material definitive agreement concerning executive compensation, specifically the award of 2005 incentive bonuses and the establishment of 2006 base salaries for named executive officers.
Key Financial Metrics
The filing does not provide company-wide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation figures for the 2005 fiscal year.
| Executive Officer | 2005 Base Salary | Cash Bonus | RSU Bonus Value | Total 2005 Compensation |
|---|---|---|---|---|
| Martin Cohen (Co-CEO) | $500,000 | $0 | $1,123,000 | $1,623,000 |
| Robert H. Steers (Co-CEO) | $500,000 | $0 | $1,123,000 | $1,623,000 |
| Joseph M. Harvey (President) | $400,000 | $765,000 | $1,919,000 | $3,084,000 |
| James S. Corl (EVP) | $300,000 | $988,000 | $1,102,000 | $2,390,000 |
| John J. McCombe (EVP) | $300,000 | $795,000 | $782,000 | $1,877,000 |
Material Changes and Compensation Structure
- 2005 Bonus Awards: Bonuses were awarded on January 5, 2006, consisting of cash payments due January 27, 2006, and Restricted Stock Units (RSUs) vesting ratably over five years starting January 27, 2007.
- Deferred Compensation: Significant portions of the RSU value for Messrs. Harvey, Corl, and McCombe relate to mandatory and optional stock bonus programs. These include a 25% company match on deferred amounts. Delivery of these shares is scheduled for January 27, 2009.
- 2006 Salary Adjustments: Base salaries for 2006 remain unchanged for most officers. However, President Joseph M. Harvey's annual base salary was increased from $400,000 to $500,000.
- Vesting Conditions: Mandatory deferred amounts and company matches are contingent on continued employment. Voluntary deferred amounts are immediately vested, though the company match and accrued dividends remain contingent on employment.
Guidance, Risks, and Contingencies
The filing contains no forward-looking guidance, outlook, or discussion of general business risks. The primary contingency noted is that payment of mandatory deferred compensation and company matches is contingent upon the continued employment of the respective officers.
Key Facts for Investor Verification
- Verify the total cash outflow of approximately $2.55 million for executive bonuses payable on January 27, 2006.
- Confirm the future liability associated with RSUs vesting over five years and the deferred stock units payable in 2009.
- Note the salary increase for President Joseph M. Harvey effective for the 2006 fiscal year.
- Review the specific vesting schedules and employment contingencies attached to the mandatory and optional stock bonus programs.