In reading the table below, it should be noted that under the Company’s bonus plan, the Company does not pay any bonuses with respect to any fiscal year until the completion of such fiscal year. Pursuant to SEC disclosure rules, cash compensation payable for any fiscal year is included in the column titled “Non-Equity Incentive Plan Compensation” for such fiscal year (although no amounts are actually payable until after the end of such fiscal year). However, in the case of equity awards, the SEC disclosure rules require that the Summary Compensation Table and the Grants of Plan-Based Awards Table include for each fiscal year the aggregate fair value, as of the grant date, of equity awards granted only during the applicable fiscal year. Since under the Company’s bonus plan equity compensation for any fiscal year is not granted until the completion of such fiscal year, the value of such equity is not included in the Summary Compensation Table or the Grants of Plan-Based Awards Table for such year, but in accordance with SEC rules is, or will be, as applicable, included in next year’s compensation disclosure. For more details, please see footnote (2) to the Summary Compensation Table.
| | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) (1) (2) | | Option Awards ($) (1) (2) | | Non-Equity Incentive Plan Compensation ($) (3) | | All Other Compensation ($) (4) | | Total ($) (5) | Omar M. Asali, President and Chief Executive Officer | | 2016 | | 500,000 |
| | — |
| | 242,786 |
| | 46,454 |
| | 8,000,000 |
| | 50,000 |
| | 8,839,240 |
| | 2015 | | 500,000 |
| | — |
| | 10,348,776 |
| | 1,809,401 |
| | 171,000 |
| | 50,000 |
| | 12,879,177 |
| | 2014 | | 500,000 |
| | — |
| | 12,227,772 |
| | 2,017,608 |
| | 7,886,000 |
| | 138,839 |
| | 22,770,219 |
| David M. Maura, former Executive Vice President and Managing Director | | 2016 | | 150,824 |
| | — |
| | 191,356 |
| | 36,613 |
| | 3,355,080 |
| | 50,000 |
| | 3,783,873 |
| | 2015 | | 500,000 |
| | — |
| | 5,044,576 |
| | 866,770 |
| | 135,000 |
| | 50,000 |
| | 6,596,346 |
| | 2014 | | 500,000 |
| | — |
| | 11,889,468 |
| | 1,966,376 |
| | 3,844,000 |
| | 50,000 |
| | 18,249,844 |
| George C. Nicholson, Senior Vice President, Chief Accounting Officer and Chief Financial Officer | | 2016 | | 275,000 |
| | — |
| | — |
| | — |
| | 300,000 |
| | 38,250 |
| | 613,250 |
| | 2015 | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | 2014 | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| Thomas A. Williams, former Executive Vice President
and Chief Financial Officer (6) | | 2016 | | 125,000 |
| | — |
| | — |
| | — |
| | — |
| | 464,570 |
| | 589,570 |
| | 2015 | | 500,000 |
| | 1,000,000 |
| | 3,721,321 |
| | 648,673 |
| | — |
| | 63,000 |
| | 5,932,994 |
| | 2014 | | 500,000 |
| | — |
| | 4,554,840 |
| | 750,825 |
| | 2,836,000 |
| | 62,750 |
| | 8,704,415 |
|
| | | (1) | All stock and option awards were granted under the Harbinger Group Inc. 2011 Omnibus Equity Award Plan, as amended (the “2011 Plan”). These columns reflect the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718 (disregarding any risk of forfeiture assumptions). For a discussion of the relevant valuation assumptions, See Note 18 to Consolidated Financial Statements included in the Original 10-K. | (2) | The equity awards presented in this table were granted in November and December 2015 pursuant to the bonus plan for Fiscal 2015 (the “2015 Bonus Plan”). The equity awards made pursuant to the 2015 Bonus Plan were not included in the Summary Compensation Table or Grants of Plan-Based Awards Table in our report for Fiscal 2015 because such awards were not granted until after the end of our Fiscal 2015. These awards were disclosed, however, in the Compensation Discussion and Analysis in our report for Fiscal 2015. Pursuant to the 2015 Bonus Plan, the following grants were made in November 2015: (A) On November 24, 2015, Mr. Asali was granted (i) $121,386 in the form of 8,714 fully vested shares of our Common Stock, (ii) $121,400, in the form of 8,715 shares of restricted stock which vest on November 29, 2016, and (iii) $46,454, in the form of nonqualified stock options to purchase 9,163 shares of our Common Stock which vest as follows: 4,581 were vested on the date of grant and 4,582 on November 29, 2016. (B) On November 24, 2015, Mr. Maura was granted (i) $95,685, in the form of 6,869 fully vested shares of our Common Stock, (ii) $95,671, in the form of 6,868 shares of restricted stock which vest on November 29, 2016 and (iii) $36,613, in the form of nonqualified stock options to purchase 7,222 shares of our Common Stock which vest as follows: 3,611 were vested on the date of grant and 3,611 on November 29, 2016. | (3) | For Fiscal 2016, reflects the cash portion of the incentive awards earned by our named executive officers. Amounts in excess of two times the target corporate bonus pool are deferred to subsequent years, resulting in the deferral from amounts listed in this column of $1,815,000 for Mr. Maura to be paid out in November 2018. In addition, Mr. Maura received compensation from Spectrum Brands for services performed in Fiscal 2016, as fully disclosed in their Proxy Statement filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed on December 21, 2016. | (4) | For Fiscal 2016, (i) for Mr. Asali, amounts in this column represent the value of his FlexNet cash benefit of $50,000, utilized for transportation and financial services; (ii) for Mr. Maura, amounts in this column represent the value of his FlexNet cash benefit of $50,000, utilized for health and welfare programs, transportation and financial services; (iii) for Mr. Nicholson, amounts in this column represent the value of his FlexNet cash benefit of $25,000, utilized for health and welfare programs, finance and technology services and $13,250 in matching contributions pursuant to the Company’s 401(K)plan and (iv) for Mr. Williams, amounts in this column represent severance payments pursuant to the Williams Retention Agreement. | (5) | See section titled “HRG Subsidiary and Affiliate Fees” above for a discussion of the compensation received by certain of our named executive officers from our subsidiaries during Fiscal 2016. Such amounts are not reflected in this table. | (6) | Mr. Williams’ Fiscal 2016 base salary represents the amount he earned from September 30, 2014 through January 1, 2016, which was the date his employment with the Company terminated. |
Agreements with Named Executive Officers Employment Agreements with Messrs. Asali, Maura and Williams On February 11, 2014, the Company entered into amended and restated employment agreements with Messrs. Asali, Maura and Williams. Each amended and restated employment agreement provides for a one year term which automatically renews each October 1, subject to earlier termination. The amended and restated employment agreements provide for an annual base salary of $500,000 and entitle the executives to participate in the Company’s annual bonus plan comprised of a mix of cash and equity. Messrs. Asali, Williams and Maura previously received an initial equity grant of stock options and restricted stock, in connection with each executive’s entry into his original employment agreement.
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