filings.toolsItem 11. Executive Compensation
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Item 11. Executive Compensation
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Compensation Discussion and Analysis
Overview of Compensation Philosophy and Program
The intellectual capital collectively possessed by our senior managing directors (including our named executive officers) and other employees is the most important asset of our firm. We invest in people. We hire qualified people, train them, encourage them to provide their best thinking to the firm for the benefit of the investors in the funds we manage, and compensate them in a manner designed to retain and motivate them and align their interests with those of the investors in our funds and our shareholders.
Our overriding compensation philosophy for our senior managing directors and certain other employees is that compensation should be composed primarily of (a) annual cash bonus payments tied to Blackstone’s overall performance and the performance of the applicable business unit(s) in which such employee works, (b) performance interests (composed primarily of Performance Allocations, commonly referred to as carried interest, and incentive fee interests) tied to the performance of the investments made by the funds in the business unit in which such employee works or for which he or she has responsibility, and (c) deferred equity awards reflecting the value of our common stock. We believe that the appropriate combination of annual cash bonus payments and performance interests and/or deferred equity awards encourages our senior managing directors and other employees to focus on the underlying performance of our investment funds, as well as the overall performance of the firm and interests of our shareholders, and that base salary should represent a significantly lesser component of total compensation.
We believe that the proportion of compensation that is “at risk” should increase as an employee’s level of responsibility rises. Base salary generally represents a smaller percentage of the total compensation of employees at higher total compensation levels compared to employees at lower total compensation levels. Employees at higher total compensation levels are generally targeted to receive a greater percentage of their total compensation in the form of participation in performance interests, deferred equity awards and, to a lesser extent, annual cash bonuses subject to deferral.
Our compensation program includes significant elements that discourage excessive risk-taking and align the compensation of our employees with the long-term performance of the firm. For example, notwithstanding the fact that for accounting purposes we accrue compensation for the Performance Plans (as defined below) related to our carry funds as increases in the carrying value of the portfolio investments are recorded in those carry funds, we only make cash payments to our employees related to carried interest when profitable investments have been realized and cash is distributed first to the investors in our funds, followed by the firm and only then to employees of the firm. Moreover, if a carry fund fails to achieve specified investment returns due to diminished performance of later investments, our Performance Plans entitle us to “clawback” carried interest payments previously made to an employee for the benefit of the limited partner investors in that fund, and we escrow a portion of all carried interest payments made to employees to help fund their potential future “clawback” obligations, all of which further discourages excessive risk-taking by our employees. Similarly, for our investment funds that pay incentive fees, those incentive fees are only paid to the firm and employees of the firm to the extent an applicable fund’s portfolio of investments has profitably appreciated in value (in most cases above a specified level) during the applicable period. In addition, and as noted below with respect
to our named executive officers, requiring our professional employees to invest in certain of the funds they manage directly aligns the interests of our professionals and our fund investors. In most cases, the carried interest earned on these investments represent a significant percentage of employees’
after-tax
compensation. Lastly, because our equity awards have significant vesting or deferral provisions, the actual amount of compensation realized by the recipient is tied directly to the long-term performance of our common stock. In applicable jurisdictions, specifically in the European Union and the United Kingdom, our compensation program includes additional remuneration policies that may limit or otherwise alter the compensation for certain employees consistent with local regulatory requirements and are aimed at, among other things, discouraging inappropriate risk-taking and aligning compensation with the firm’s strategy and long-term interests consistent with our general compensation program.
We believe our current compensation and benefit allocations for senior professionals are best in class and are consistent with companies in the alternative asset management industry. We generally do not rely on compensation surveys or compensation consultants. Our senior management periodically reviews the effectiveness and competitiveness of our compensation program, and such reviews may in the future involve the assistance of independent consultants.
Personal Investment Obligations
. As part of our compensation philosophy and program, we require our named executive officers to invest their own capital in and alongside the funds that we manage. We believe that this strengthens the alignment of interests between our named executive officers and the investors in those investment funds. (See “— Item 13. Certain Relationships and Related Transactions, and Director Independence — Investment In or Alongside Our Funds.”) In determining compensation for our named executive officers, we do not take into account the gains or losses attributable to the personal investments by our named executive officers in our investment funds.
Minimum Retained Ownership Requirements
. We believe the continued ownership by our named executive officers of significant amounts of our equity affords significant alignment of interests with our shareholders. For equity awards granted in 2019 and onward (other than grants made under our Bonus Deferral Plan), our named executive officers are required to hold 25% of their vested equity for two years after the applicable vesting event. If the named executive officer’s employment terminates prior to such time, however, such 25% of the vested equity must be held for two years after termination of employment. The minimum retained ownership requirements for our named executive officers are further described below under “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022 — Terms of Discretionary Equity Awards — Minimum Retained Ownership Requirements.”
Named Executive Officers
In 2022, our named executive officers were:
| Executive | Title | |
| Stephen A. Schwarzman | Chairman and Chief Executive Officer | |
| Jonathan D. Gray | President and Chief Operating Officer | |
| Michael S. Chae | Chief Financial Officer | |
| John G. Finley | Chief Legal Officer | |
| Hamilton E. James | Former Executive Vice Chairman* |
| * | Effective January 31, 2022, Mr. James retired as a director and as Executive Vice Chairman of Blackstone. |
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Compensation Elements for Named Executive Officers
The key elements of the compensation of our named executive officers for 2022 were base compensation, which is composed of base salary, cash bonus and equity-based compensation, and performance compensation, which is composed of carried interest and incentive fee allocations:
Base Salary
. Each named executive officer received a $350,000 annual base salary in 2022, which equals the total yearly partnership drawings that were received by each of our senior managing directors prior to our initial public offering in 2007. In keeping with historical practice, we continue to pay this amount as a base salary.
Annual Cash Bonus Payments / Deferred Equity Awards
. Since our initial public offering, Mr. Schwarzman has not received any cash compensation other than the $350,000 annual salary described above and the actual realized carried interest distributions or incentive fees he may receive in respect of his participation in the carried interest or incentive fees earned from our funds through our Performance Plans described below. We believe that having Mr. Schwarzman’s compensation largely based on ownership of a portion of the carried interest or incentive fees earned from our funds aligns his interests with those of the investors in our funds and our shareholders.
Each of our named executive officers other than Mr. Schwarzman and Mr. James received annual cash bonus payments in respect of 2022 in addition to their base salary. These cash bonus payments included participation interests in the earnings of the firm’s various investment businesses. For all named executive officers, the amount of cash payments paid to such named executive officer at the end of the year in respect of such year was determined in the discretion of Mr. Schwarzman and Mr. Gray, as described below. Earnings for the firm’s investment businesses are calculated based on the annual operating income of the businesses and are generally a function of the performance of the businesses, which is evaluated by Mr. Schwarzman and Mr. Gray. The ultimate cash payment amounts were based on (a) the prior and anticipated performance of the named executive officer, (b) the prior and anticipated performance of the firm’s segments and product lines, (c) the overall success of the firm and (d) where applicable, the estimated participation interests given to the named executive officer at the beginning of the year in respect of the investments to be made in that year. We make annual cash bonus payments in the first quarter of the ensuing year to reward individual performance for the prior year. The ultimate cash payments that are made are fully discretionary as further discussed below under “— Determination of Incentive Compensation.”
For 2022, all named executive officers other than Mr. Schwarzman and Mr. James were selected to participate in the Bonus Deferral Plan. The Bonus Deferral Plan provides for the deferral of a portion of each participant’s annual cash bonus payment. The amount of each participant’s annual cash bonus payment deferred under the Bonus Deferral Plan is calculated pursuant to a deferral rate table using the participant’s total annual incentive compensation, which generally includes such participant’s annual cash bonus payment and a portion of any incentive fees earned in connection with our investment funds and is subject to certain adjustments, including reductions for mandatory contributions to our investment funds. By deferring a portion of a participant’s compensation, the Bonus Deferral Plan acts as an employment retention mechanism and thereby enhances the alignment of interests between such participant and the firm. Many publicly traded asset managers utilize deferred compensation plans as a means of retaining and motivating their professionals, and we believe that it is in the interest of our shareholders to do the same for our personnel.
On January 9, 2023, Mr. Gray, Mr. Chae and Mr. Finley each received a deferral award under the Bonus Deferral Plan of deferred restricted common stock units in respect of their service in 2022. The percentage of the 2022 annual cash bonus payment mandatorily deferred into deferred restricted common stock units for Messrs. Gray, Chae and Finley was approximately 100%, 52.2% and 49.3%, respectively. These awards are reflected as stock awards for fiscal year 2022 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2022 table.
Discretionary Equity Awards
. On April 1, 2022, Mr. Gray, Mr. Chae and Mr. Finley were awarded a discretionary award of 314,747, 86,970 and 74,546 deferred restricted common stock units, respectively. These awards reflected 2021 performance and were intended to further promote retention and to incentivize future performance. The awards were granted under the 2007 Equity Incentive Plan. The awards will vest 10% on July 1, 2023, 10% on July 1, 2024, 20% on July 1, 2025, 30% on July 1, 2026 and 30% on July 1, 2027. These awards are reflected as stock awards for fiscal 2022 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2022 table.
In January 2023, Mr. Gray, Mr. Chae and Mr. Finley were each informed of anticipated discretionary awards of deferred restricted common stock units with values of $30,000,000, $10,000,000 and $9,000,000, respectively. These anticipated awards reflect 2022 performance and are intended to further promote retention and to incentivize future performance. These awards are expected to be granted under the 2007 Equity Incentive Plan on April 1, 2023, subject to the named executive officer’s continued employment through such date. Once granted, these awards will vest 10% on July 1, 2024, 10% on July 1, 2025, 20% on July 1, 2026, 30% on July 1, 2027 and 30% on July 1, 2028 and will be reflected as stock awards for fiscal 2023 in the Summary Compensation Table and in the Grants of Plan-Based Awards in 2023 table.
Participation in Carried Interest and Incentive Fees
. During 2022, all of our named executive officers participated in the carried interest of our carry funds and/or the incentive fees of our funds that pay incentive fees through their participation interests in the carry or incentive fee pools generated by these funds. The carry or incentive fee pool with respect to each fund in a given year is funded by a fixed percentage of the total amount of carried interest or incentive fees earned by Blackstone for such fund in that year. We refer to these pools and employee participation therein as our “Performance Plans” and payments made thereunder as “performance payments.” The aggregate amount of performance payments payable through our Performance Plans is directly tied to the performance of the funds, which we believe fosters a strong alignment of interests between the investors in those funds and the named executive officers, and therefore benefits our shareholders. In addition, most alternative asset managers, including several of our competitors, use participation in carried interest or incentive fees as a central means of compensating and motivating their professionals, and we must do the same in order to attract and retain the most qualified personnel. For purposes of our financial statements, we treat the income allocated to all our personnel who have participation interests in the carried interest or incentive fees generated by our funds as compensation, and the amounts of carried interest and incentive fees earned by named executive officers are reflected as “All Other Compensation” in the Summary Compensation Table. Distributions in respect of our Performance Plans for each named executive officer are determined on the basis of the percentage participation in the relevant investments previously allocated to that named executive officer, which percentage participations are established in January of each year in respect of the investments to be made in that year. The percentage participation for a named executive officer may vary from year to year and fund to fund due to several factors, which may include changes in the size and composition of the pool of Blackstone personnel participating in such Performance Plan in a given year, the performance of our various
businesses, new developments in our businesses and product lines, and the named executive officer’s leadership and oversight of the function for which the named executive officer is responsible and such named executive officer’s contributions with respect to our strategic initiatives. In addition, certain of our employees, including our named executive officers, may participate in profit sharing initiatives whereby these individuals may receive allocations of investment income from Blackstone’s firm investments. Our employees, including our named executive officers, may also receive equity awards in our investment advisory clients and/or be allocated securities of such clients that we have received.
(a)
Carried Interest
.
Distributions of carried interest in cash (or, in some cases,
in-kind)
to our named executive officers and other employees who participate in our Performance Plans relating to our carry funds depends on the realized proceeds and timing of the cash realizations of the investments owned by the carry funds in which they participate. Our carry fund agreements also set forth specified preconditions to a carried interest distribution, which typically include that there must have been a positive return on the relevant investment and that the fund must be above its carried interest hurdle rate. In addition, as described below, employees or senior managing directors may also be required to have fulfilled specified service requirements to be eligible to receive carried interest distributions. For our carry funds, carried interest distributions for the named executive officer’s participation interests are generally made to the named executive officer following the actual realization of the investment, although a portion of such carried interest is held back by the firm in respect of any future “clawback” obligation related to the fund. In allocating participation interests in the carry pools, we have not historically taken into account or based such allocations on any prior or projected triggering of any “clawback” obligation related to any fund. To the extent any “clawback” obligation were to be triggered for a fund, carried interest previously distributed to a named executive officer would have to be returned to the limited partners of such fund, thereby reducing the named executive officer’s overall compensation for any such year. Moreover, because a carried interest recipient (including Blackstone itself) may have to fund more than its respective share of a “clawback” obligation under the governing documents (generally, up to an additional 67%), the compensation paid to a named executive officer for any given year could be significantly reduced or even negative in the event a “clawback” obligation were to arise.
Participation in carried interest generated by our carry funds for all named executive officers other than Mr. Schwarzman and Mr. James is subject to vesting. Vesting serves as an employment retention mechanism and thereby enhances the alignment of interests between a participant in our Performance Plans and the firm. Carried interest generally vests in equal installments on the first through fourth anniversary of the closing of the investment to which it relates (unless an investment is realized prior to the expiration of such four-year anniversary, in which case an active named executive officer is deemed 100% vested in the proceeds of such realizations). In addition, any named executive officer who is retirement eligible will automatically vest in 50% of their otherwise unvested carried interest allocation upon retirement. (See “—
Non-Competition
and
Non-Solicitation
Agreements — Retirement.”) We believe that vesting of carried interest participation enhances the stability of our senior management team and provides greater incentives for our named executive officers to remain at the firm. Due to his unique status as a founder and the longtime chief executive officer of our firm, Mr. Schwarzman vests in 100% of his carried interest participation related to any investment by a carry fund upon the closing of that investment. In recognition of his significant contributions to the firm prior to his retirement and the value Mr. James provided as Executive Vice Chairman, Mr. James fully vested in any carried interest participation related to any investment by a carry fund upon the closing of that investment.
(b)
Incentive Fees
. Cash distributions of incentive fees to our named executive officers and other employees who participate in our Performance Plans relating to the funds that pay incentive fees depend on the performance of the investments owned by those funds in which they participate. For our investment funds that pay incentive fees, those incentive fees are only paid to the firm and employees of the firm to the extent an applicable fund’s portfolio of investments has profitably appreciated in value (in most cases above a specified level) during the applicable period and following the calculation of the profit split (if any) between the fund’s general partner or investment adviser and the fund’s investors.
(c)
Investment Advisory Client Interests
. BXMT and Blackstone Real Estate Income Trust (“BREIT”) are investment advisory clients of Blackstone. Compensation we receive from investment advisory clients in the form of securities may be allocated to employees and senior managing directors. In 2022, Messrs. Schwarzman, Gray, Chae and Finley were allocated restricted shares of listed common stock of BXMT in connection with investment advisory services provided by Blackstone to BXMT. In 2022, Messrs. Schwarzman, Gray, James, Chae and Finley were also allocated fully vested shares of BREIT. The BREIT shares were allocated in the first quarter of 2022 in respect of 2021 performance. The value of these allocated shares is reflected as “All Other Compensation” in the Summary Compensation Table.
Other Benefits
. Upon the consummation of our initial public offering in June 2007, we entered into a founding member agreement with our founder, Mr. Schwarzman, which provides (as subsequently amended) specified benefits to him following his retirement. (See “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022 — Schwarzman Founding Member Agreement.”) Mr. Schwarzman is provided certain security services, which may include home security systems and monitoring, and personal and related security services. These security services are provided for our benefit, and we consider the related expenses to be appropriate business expenses rather than personal benefits for Mr. Schwarzman. Nevertheless, the expenses associated with these security services are reflected in the “All Other Compensation” column of the Summary Compensation Table below to the extent the aggregate amount of all perquisites or other personal benefits received exceeded $10,000. In addition, until February 2022, we provided certain unused company-leased office space, and limited administrative support, for use by certain individuals who work for the Education Finance Institute (EFI), a charitable organization formed by Mr. James, for which there was no incremental cost to Blackstone.
Determination of Incentive Compensation
Mr. Schwarzman reserves final approval of each named executive officer’s compensation, other than his own, and receives recommendations from Mr. Gray on such compensation determinations (other than with respect to Mr. Gray’s own compensation). Mr. Schwarzman’s compensation has been established pursuant to the terms of his amended and restated founding member agreement, which is described below under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022 — Schwarzman Founding Member Agreement.” For 2022, these decisions were based primarily on Mr. Schwarzman’s and Mr. Gray’s assessment of such named executive officer’s individual performance, operational performance for the areas of the business for which the named executive officer has responsibility, and the named executive officer’s potential to enhance investment returns for the investors in our funds and service to our advisory clients, and to contribute to long-term shareholder value. In evaluating these factors, Mr. Schwarzman and Mr. Gray relied upon their judgment to determine the ultimate amount of a named executive officer’s annual cash bonus payment and participation in carried interest, incentive fees and investment advisory client interests that was
necessary to properly induce the named executive officer to seek to achieve our objectives and reward a named executive officer in achieving those objectives over the course of the prior year. Key factors that Mr. Schwarzman considered in making such determination with respect to Mr. Gray were his service as President and Chief Operating Officer, his role in overseeing the growth and operations of the firm, and his leadership on the strategic direction of the firm. Key factors that Messrs. Schwarzman and Gray considered in making such determinations with respect to Mr. Chae were his leadership and oversight of our global finance, treasury, technology and corporate development functions and his role in strategic initiatives undertaken by the firm. Key factors that Messrs. Schwarzman and Gray considered in making such determinations with respect to Mr. Finley were his leadership and oversight of our global legal and compliance functions, his role in positioning the firm to be compliant with and responsive to evolving legal and regulatory requirements applicable to us and our investment businesses, and his role in strategic initiatives undertaken by the firm. For 2022, Messrs. Schwarzman and Gray also considered Blackstone’s overall performance and each named executive officer’s prior year annual cash bonus payments, the named executive officers’ allocated share of performance interests through participation in our Performance Plans, the appropriate balance between incentives for long-term and short-term performance, and the compensation paid to the named executive officer’s peers within the firm. The actual cash bonus amounts awarded based on these considerations, net of the portion of Mr. Gray’s, Mr. Chae’s and Mr. Finley’s bonus mandatorily deferred into deferred restricted common stock units pursuant to the Bonus Deferral Plan, are reflected in the “Bonus” column of the Summary Compensation Table below. Since Mr. James retired from the firm in January 2022, he was not eligible to receive an annual cash bonus with respect to 2022.
Compensation Committee Report
The compensation committee of the board of directors has reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion, has determined that the Compensation Discussion and Analysis should be included in this annual report.
Stephen A. Schwarzman
Compensation Committee Interlocks and Insider Participation
During 2022, our compensation committee was comprised of Mr. Schwarzman, and none of our executive officers served as a director or member of the compensation committee (or other committee serving an equivalent function) of any other entity whose executive officers served on our compensation committee or our board of directors. For a description of certain transactions between us and Mr. Schwarzman, see “— Item 13. Certain Relationships and Related Transactions, and Director Independence.”
Summary Compensation Table
The following table provides summary information concerning the compensation of our Chief Executive Officer, our Chief Financial Officer and each of our other named executive officers for services rendered to us. These individuals are referred to as our named executive officers in this annual report.
| Name and Principal Position | Year | Salary | Bonus (a) | Stock Awards (b) | All Other Compensation (c) | Total | ||||||||||||||||||
| Stephen A. Schwarzman | 2022 | $ | 350,000 | $ | — | $ | — | $ | 252,772,146 | $ | 253,122,146 | |||||||||||||
| Chairman and | 2021 | $ | 350,000 | $ | — | $ | — | $ | 159,931,754 | $ | 160,281,754 | |||||||||||||
| Chief Executive Officer | 2020 | $ | 350,000 | $ | — | $ | — | $ | 86,030,331 | $ | 86,380,331 | |||||||||||||
| Jonathan D. Gray | 2022 | $ | 350,000 | $ | — | $ | 54,581,040 | $ | 241,541,158 | $ | 296,472,198 | |||||||||||||
| President and | 2021 | $ | 350,000 | $ | — | $ | 52,408,134 | $ | 103,836,036 | $ | 156,594,170 | |||||||||||||
| Chief Operating Officer | 2020 | $ | 350,000 | $ | 4,650,000 | $ | 36,838,755 | $ | 81,366,606 | $ | 123,205,361 | |||||||||||||
| Michael S. Chae | 2022 | $ | 350,000 | $ | 3,179,404 | $ | 14,586,650 | $ | 17,909,803 | $ | 36,025,856 | |||||||||||||
| Chief Financial Officer | 2021 | $ | 350,000 | $ | 4,566,274 | $ | 11,278,331 | $ | 14,610,658 | $ | 30,805,263 | |||||||||||||
| 2020 | $ | 350,000 | $ | 4,650,000 | $ | 12,160,258 | $ | 10,825,066 | $ | 27,985,324 | ||||||||||||||
| John G. Finley | 2022 | $ | 350,000 | $ | 2,863,548 | $ | 12,316,037 | $ | 6,681,266 | $ | 22,210,851 | |||||||||||||
| Chief Legal Officer | 2021 | $ | 350,000 | $ | 3,558,699 | $ | 9,623,557 | $ | 4,260,136 | $ | 17,792,392 | |||||||||||||
| 2020 | $ | 350,000 | $ | 3,737,919 | $ | 6,849,868 | $ | 2,341,112 | $ | 13,278,899 | ||||||||||||||
| Hamilton E. James | 2022 | $ | 29,167 | $ | — | $ | — | $ | 97,369,060 | $ | 97,398,227 | |||||||||||||
| Former Executive Vice Chairman | 2021 | $ | 350,000 | $ | 16,786,756 | $ | — | $ | 79,375,028 | $ | 96,511,784 | |||||||||||||
| 2020 | $ | 350,000 | $ | 19,052,642 | $ | — | $ | 45,373,247 | $ | 64,775,889 |
| (a) | The amounts reported in this column reflect the annual cash bonus payments made for performance in the indicated year. |
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The amount reported as “bonus” for 2022 for Mr. Gray, Mr. Chae and Mr. Finley is shown net of their mandatory deferral pursuant to the Bonus Deferral Plan. The deferred amounts for 2022 were as follows: Mr. Gray, $14,366,214, Mr. Chae, $3,470,596 and Mr. Finley, $2,786,452. For additional information on the Bonus Deferral Plan, see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022 — Terms of Deferred Restricted Common Stock Units Granted Under the Bonus Deferral Plan in 2023 and Prior Years.”
| (b) | The reference to “stock” in this table refers to deferred restricted Blackstone Holdings Partnership Units or deferred restricted common stock units. The amounts reported in this column represent the grant date fair value of stock awards granted for financial statement reporting purposes in accordance with GAAP pertaining to equity-based compensation. The assumptions used in determining the grant date fair value are set forth in Note 17. “Equity-Based Compensation” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data.” |
|---|
Amounts reported for 2022 reflect the following deferred restricted common stock units granted on January 9, 2023, for 2022 performance under the Bonus Deferral Plan: Mr. Gray, 176,874 deferred restricted common stock units with a grant date fair value of $14,252,507, Mr. Chae, 42,730 deferred restricted common stock units with a grant date fair value of $3,443,183 and Mr. Finley, 34,307 deferred restricted common stock units with a grant date fair value of $2,764,458. The grant date fair value of these equity awards is computed in accordance with GAAP and generally differs from the dollar amount of such awards. For additional information on the Bonus Deferral Plan, see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022 — Terms of Discretionary Equity Awards.”
| (c) | Amounts reported for 2022 include distributions, whether in cash or in-kind, in respect of carried interest or incentive fee allocations relating to our Performance Plans to the named executive officer in 2022 as follows: $190,454,374 for Mr. Schwarzman, $162,058,339 for Mr. Gray, $86,181,832 for Mr. James, $13,660,929 for Mr. Chae and $4,981,717 for Mr. Finley. Any in-kind distributions in respect of carried interest are reported based on the market value of the securities distributed as of the date of distribution. For 2022, no named executive officers received such in-kind distributions. We have determined to present compensation relating to carried interest and incentive fees within the Summary Compensation Table in the year in which such compensation is paid to the named executive officer under the terms of the relevant Performance Plan. Accordingly, the amounts presented in the table differ from the compensation expense recorded by us on an accrual basis for such year in respect of carried interest and incentive fees allocable to a named executive officer, which accrued amounts for 2022 are separately disclosed in this footnote to the Summary Compensation Table. We believe that the presentation of the amounts of carried interest- and incentive fee-related compensation paid to a named executive officer during the year, instead of the amounts of compensation expense we have recorded on an accrual basis, most appropriately reflects the actual compensation received by the named executive officer and represents the amount most directly aligned with the named executive officer’s performance. By contrast, the amount of compensation expense accrued in respect of carried interest and incentive fees allocable to a named executive officer can be highly volatile from year to year, with amounts accrued in one year being reversed in a following year, and vice versa, causing such amounts to be less useful as a measure of the compensation earned by a named executive officer in any particular year. |
|---|
To the extent compensation expense recorded by us on an accrual basis in respect of carried interest or incentive fee allocations (rather than cash or
in-kind
distributions) were to be included for 2022, the amounts would be $37,852,887 for Mr. Schwarzman, $40,315,111 for Mr. Gray, $(6,502,742) for Mr. James, $3,286,273 for Mr. Chae and $1,109,756 for Mr. Finley. For financial statement reporting purposes, the accrual of compensation expense is equal to the amount of carried interest and incentive fees related to performance fee revenues as of the last day of the relevant period as if the performance fee revenues in the funds generating such carried interest or incentive fees were realized as of the last day of the relevant period.
With respect to Messrs. Schwarzman, Gray, Chae and Finley, amounts shown for 2022 also include the value of restricted shares of listed common stock of BXMT allocated to such named executive officers based on the closing price of BXMT’s common stock on the date of the award as follows: $987,782 for Mr. Schwarzman, $948,233 for Mr. Gray, $111,996 for Mr. Chae and $44,798 for Mr. Finley. These restricted BXMT shares will vest over three years with
one-sixth
of the shares vesting at the end of the second quarter after the date of the award and the remaining shares vesting in ten equal quarterly installments thereafter. In addition, with respect to Messrs. Schwarzman, Gray, James, Chae and Finley, amounts shown for 2022 also include the value of BREIT shares allocated to such named executive officers based on BREIT’s 2021
year-end
net asset value as follows: $57,833,552 for Mr. Schwarzman, $78,534,586 for Mr. Gray, $11,031,674 for Mr. James, $4,136,878 for Mr. Chae and $1,654,751 for Mr. Finley. These BREIT shares are fully vested upon delivery. With the exception of $3,496,437 of expenses related to security services in 2022 for Mr. Schwarzman and members of his family, there were no perquisites or other personal benefits provided to the other named executive officers for which the aggregate incremental cost to the Company exceeded $10,000, and information regarding any such perquisites or other personal benefits has therefore not been included. As noted above under “— Compensation Discussion and Analysis — Compensation Elements for Named Executive Officers — Other Benefits,” we consider the expenses for security services for Mr. Schwarzman to be for our benefit and appropriate business expenses rather than personal benefits for Mr. Schwarzman. Mr. Schwarzman makes business and personal use of a car and driver and he and members of his family may also make occasional business and personal use of an airplane in which we have a fractional interest. In each case, he bears the full cost of such personal usage. In addition, certain Blackstone personnel administer personal matters for Mr.
Schwarzman and members of his family and certain matters for the Stephen A. Schwarzman Education Foundation (“SASEF”) and the Stephen A. Schwarzman Foundation (“SASF”), and Mr. Schwarzman, SASEF and SASF, as applicable, respectively, bear the full incremental cost to us of such personnel, if any. There is no incremental expense incurred by us in connection with the use of any car and driver, airplane or personnel by Messrs. Schwarzman or James, as described above. For Mr. James, amounts for 2022 also include separation benefits received by Mr. James pursuant to the terms of his withdrawal agreement valued at $155,554, which amount includes the incremental cost to the Company, if any, of primarily administrative and technology transition benefits provided under the agreement. For additional information on Mr. James’ withdrawal agreement, see “— Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022 — James Withdrawal Agreement.”
Grants of Plan-Based Awards in 2022
The following table provides information concerning equity awards granted in 2022 or, for deferred restricted common stock units granted under the Bonus Deferral Plan or on the same terms as the deferred bonus awards under the Bonus Deferral Plan, with respect to 2022, to our named executive officers:
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards | |||||||||
| Stephen A. Schwarzman | — | — | $ | — | ||||||||
| Jonathan D. Gray | 4/1/2022 | 314,747 | (a) | $ | 40,328,533 | |||||||
| 1/9/2023 | 176,874 | (b) | $ | 14,252,507 | ||||||||
| Michael S. Chae | 4/1/2022 | 86,970 | (a) | $ | 11,143,466 | |||||||
| 1/9/2023 | 42,730 | (b) | $ | 3,443,183 | ||||||||
| John G. Finley | 4/1/2022 | 74,546 | (a) | $ | 9,551,579 | |||||||
| 1/9/2023 | 34,307 | (b) | $ | 2,764,458 | ||||||||
| Hamilton E. James | — | — | $ | — |
| (a) | Represents deferred restricted common stock units granted in 2022 under our 2007 Equity Incentive Plan for 2021 performance. |
|---|
| (b) | Represents deferred restricted common stock units granted in 2023 under the Bonus Deferral Plan for 2022 performance. These grants are reflected in the “Stock Awards” column of the Summary Compensation Table in 2022. |
|---|
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022
Terms of Discretionary Equity Awards
Vesting Provisions
. The 981,883 deferred restricted Blackstone Holdings Partnership Units granted to Mr. Chae in 2016 began vesting annually in substantially equal installments over six years beginning on July 1, 2019. The 708,601, 47,241 and 47,241 deferred restricted Blackstone Holdings Partnership Units granted in 2019 to Mr. Gray, Mr. Chae and Mr. Finley, respectively, vested 20% on July 1, 2022, and will vest 30% on July 1, 2023 and 50% on July 1, 2024. The 757,217, 216,348 and 108,174 deferred restricted common stock units granted in 2020 to Mr. Gray, Mr. Chae and Mr. Finley, respectively, vested 10% on July 1, 2021, 10% on July 1, 2022, and will vest 20% on July 1, 2023, 30% on July 1, 2024 and 30% on July 1, 2025. The 533,628, 105,322 and 91,279 deferred restricted common stock units granted in 2021 to Mr. Gray, Mr. Chae and Mr. Finley, respectively, vested 10% on July 1,
2022, and will vest 10% on July 1, 2023, 20% on July 1, 2024, 30% on July 1, 2025 and 30% on July 1, 2026. The 314,747, 86,970 and 74,546 deferred restricted common stock units granted in 2022 to Mr. Gray, Mr. Chae and Mr. Finley, respectively, will vest 10% on July 1, 2023, 10% on July 1, 2024, 20% on July 1, 2025, 30% on July 1, 2026 and 30% on July 1, 2027.
Except as described below, unvested discretionary equity awards are generally forfeited upon termination of employment. With respect to Mr. Gray, the deferred restricted Blackstone Holdings Partnership Units granted to him in 2019 and the deferred common stock units granted to him in 2020 and subsequent years will become fully vested if he is terminated by us without cause. In addition, upon the death or permanent disability of a named executive officer, all unvested discretionary equity awards of common stock units held at that time will vest immediately. In connection with a named executive officer’s termination of employment due to qualifying retirement, 50% of such units will continue to vest and be delivered over the vesting period, subject to forfeiture if the named executive officer violates any applicable provision of his employment agreement or engages in any competitive activity (as such term is defined in the applicable award agreement). (See
“Non-Competition
and
Non-Solicitation
Agreements — Retirement.”) Further, in the event of a change in control (defined in the Blackstone Holdings partnership agreements as the occurrence of any person, other than Blackstone Group Management L.L.C. or a person approved by Blackstone Group Management L.L.C., becoming the Series II Preferred Stockholder), all unvested discretionary equity awards will automatically be deemed vested as of immediately prior to such change in control.
All vested and unvested equity awards (and our common stock delivered upon vesting or received in exchange for Blackstone Holdings Partnership Units) held by a named executive officer will be immediately forfeited in the event the named executive officer materially breaches any of their restrictive covenants set forth in the
non-competition
and
non-solicitation
agreement outlined under
“Non-Competition
and
Non-Solicitation
Agreements” or their service is terminated for cause. Notwithstanding the foregoing, Mr. Schwarzman will not be required to forfeit more than 25% of the units held by him as of March 1, 2018, the date of his amended and restated founding member agreement.
Cash Dividend Equivalents
. All discretionary equity awards are entitled to the payment of current cash dividend equivalents. In accordance with the SEC’s rules, the current cash dividend equivalents are not required to be reported in the Summary Compensation Table because the amounts of future cash dividends are factored into the grant date fair value of the awards.
Minimum Retained Ownership Requirements
. For units granted in 2014 and prior years (other than grants made under our Bonus Deferral Plan), while employed by us and generally for one year following the termination of employment, our named executive officers (except as otherwise provided below) are required to hold at least 25% of all vested equity received by such named executive officer; provided that with respect to vested equity received in connection with the reorganization we effected prior to our initial public offering, such percentage is reduced to 12.5% upon qualifying retirement. For equity granted in 2015 through 2018 (other than grants made under our Bonus Deferral Plan) our named executive officers (except as otherwise provided below) are required to hold 25% of their vested equity until the earlier of (1) ten years after the applicable vesting date and (2) one year following termination of employment. For equity awards granted in 2019 and onward (other than grants made under our Bonus Deferral Plan), our named executive officers (except as otherwise provided below) are required to hold 25% of their vested equity for two years after the applicable vesting event. If the named executive officer’s employment terminates prior to such time, however, such 25% of the vested
equity must be held for two years after termination of employment. The requirement that one continue to hold such minimum amounts of vested equity is subject to the qualification in Mr. Schwarzman’s case that in no event will he be required to hold equity having a market value greater than $1.5 billion or hold equity following termination of employment. Each of our named executive officers is in compliance with these minimum retained ownership requirements.
Transfer Restrictions
. None of our named executive officers may transfer Blackstone Holdings Partnership Units other than pursuant to transactions or programs approved by us.
This transfer restriction applies to sales and pledges of Blackstone Holdings Partnership Units, grants of options, rights or warrants to purchase Blackstone Holdings Partnership Units or swaps or other arrangements that transfer to another, in whole or in part, any of the economic consequences of ownership of the Blackstone Holdings Partnership Units other than as approved by us. We will generally approve pledges or transfers to personal planning vehicles beneficially owned by the families of our
pre-IPO
owners and charitable gifts, provided that the pledgee, transferee or donee agrees to be subject to the same transfer restrictions (except as specified above with respect to Mr. Schwarzman). Transfers to Blackstone are also exempt from the transfer restrictions.
The transfer restrictions set forth above will continue to apply generally for one year following the termination of employment of a named executive officer other than Mr. Schwarzman for any reason, except that the transfer restrictions set forth above will lapse upon death or permanent disability or in the event of a change in control (as defined above).
Terms of Deferred Restricted Common Stock Units Granted Under the Bonus Deferral Plan in 2023 and Prior Years
In 2007, we established our Bonus Deferral Plan for certain eligible employees in order to provide such eligible employees with a
pre-tax
deferred incentive compensation opportunity and to enhance the alignment of interests between such eligible employees and Blackstone and our affiliates. The Bonus Deferral Plan is an unfunded, nonqualified Bonus Deferral Plan which provides for the automatic, mandatory deferral of a portion of each participant’s annual cash bonus payment.
At the end of each year, the Plan Administrator (as defined in the Bonus Deferral Plan) selects plan participants in its sole discretion and notifies such individuals that they have been selected to participate in the Bonus Deferral Plan for such year. Participation is mandatory for those employees selected by the Plan Administrator to be participants. An individual who is not so selected may not elect to participate in the Bonus Deferral Plan. The selection of participants is made on an annual basis; an individual selected to participate in the Bonus Deferral Plan for a given year may not necessarily be selected to participate in a subsequent year. For 2022, all employees other than Mr. Schwarzman and Mr. James, who received no bonus in respect of 2022, were selected to participate in the Bonus Deferral Plan, with the deferred amount (if any) determined in accordance with the table described below.
In respect of the deferred portion of his or her annual cash bonus payment, each participant receives deferral units which represent rights to receive in the future a specified amount of common stock units under our 2007 Equity Incentive Plan, subject to vesting provisions described below. The amount of each participant’s annual cash bonus payment deferred under the Bonus Deferral Plan is calculated pursuant to a deferral rate table using the participant’s total annual incentive compensation, which generally includes such participant’s annual cash bonus payment and a portion of any incentive fees earned in connection with our investment funds, and is subject to certain adjustments, including
reductions for mandatory contributions to our investment funds. For deferrals of annual cash bonus payments, the deferral percentage was calculated on the basis set forth in the following table (or such other table that may be adopted by the Plan Administrator).
| Portion of Annual Incentive | Marginal Deferral Rate Applicable to Such Portion | Effective Deferral Rate for Entire Annual Bonus (a) | ||||||
| $0—100,000 | 0% | 0.0% | ||||||
| $100,001—200,000 | 15% | 7.5% | ||||||
| $200,001—500,000 | 20% | 15.0% | ||||||
| $500,001—750,000 | 30% | 20.0% | ||||||
| $750,001—1,250,000 | 40% | 28.0% | ||||||
| $1,250,001—2,000,000 | 45% | 34.4% | ||||||
| $2,000,001—3,000,000 | 50% | 39.6% | ||||||
| $3,000,001—4,000,000 | 55% | 43.4% | ||||||
| $4,000,001—5,000,000 | 60% | 46.8% | ||||||
| $5,000,000 + | 65% | 52.8% |
| (a) | Effective deferral rates are shown for illustrative purposes only and are based on an annual cash payment equal to the maximum amount in the range shown in the far left column (which is assumed to be $7,500,000 for the last range shown). |
|---|
Mandatory Deferral Awards
. Generally, deferral units are satisfied by delivery of shares of our common stock in equal annual installments over a three-year deferral period. Delivery of shares of our common stock underlying vested deferral units is generally made during open trading window periods to facilitate the participant’s liquidity to meet tax obligations. If the participant’s employment is terminated for cause, the participant’s undelivered deferral units (vested and unvested) will be immediately forfeited. Upon a change in control or termination of the participant’s employment because of death, any undelivered deferral units (vested and unvested) will become immediately deliverable. Unvested bonus deferral awards will be forfeited upon resignation, will immediately vest and be delivered if the participant’s employment is terminated without cause or because of disability and, in connection with a qualifying retirement, will continue to vest and be delivered over the applicable deferral period, subject to forfeiture if the participant violates any applicable provision of his or her employment agreement or engages in any competitive activity (as such term is defined in the Bonus Deferral Plan).
The 30,487 and 40,960 deferred restricted common stock units granted under the Bonus Deferral Plan to Mr. Chae and Mr. Finley, respectively, in 2020 for 2019 performance vested
one-third
on January 1, 2021,
one-third
on January 1, 2022 and
one-third
on January 1, 2023. The 94,504, 52,993 and 38,734 deferred restricted common stock granted to Mr. Gray, Mr. Chae and Mr. Finley, respectively, in 2021 for 2020 performance vested
one-third
on January 1, 2022,
one-third
on January 1, 2023, and will vest
one-third
on January 1, 2024. The 105,312, 28,797 and 23,663 deferred restricted common stock granted to Mr. Gray, Mr. Chae and Mr. Finley, respectively, in 2022 for 2021 performance vested
one-third
on January 1, 2023, and will vest
one-third
on January 1, 2024 and
one-third
on January 1, 2025. The 176,874, 42,730 and 34,307 deferred restricted common stock granted to Mr. Gray, Mr. Chae and Mr. Finley, respectively, in 2023 for 2022 performance will vest
one-third
on January 1, 2024,
one-third
on January 1, 2025 and
one-third
on January 1, 2026.
Schwarzman Founding Member Agreement
Upon the consummation of our initial public offering, we entered into a founding member agreement with Mr. Schwarzman. On March 1, 2018, we amended and restated this agreement, with
the approval of the conflicts committee advised by independent counsel, to address certain retirement benefits to be received by Mr. Schwarzman. Mr. Schwarzman’s agreement provides that he will remain our Chairman and Chief Executive Officer (or, as determined by Mr. Schwarzman, our Chairman or Executive Chairman) while continuing service with us and requires him to give us six months’ prior written notice of intent to terminate service with us. The agreement provides that following retirement (or, if applicable, the date on which he ceases active service as a result of his permanent disability), Mr. Schwarzman will be provided with specified retirement benefits for the remainder of his life, including that he be permitted to retain his then current office and continue to be provided with administrative support, access to office services and a car and driver. Mr. Schwarzman will also continue to receive health benefits following his retirement until his death, subject to his continuing payment of the related health insurance premiums consistent with current policies. Finally, Mr. Schwarzman will also receive reimbursement for travel costs (including travel on personal aircraft) for Blackstone related business functions, annual home and personal security benefits, reasonable access to our Chief Legal Officer, reasonable access to certain events, legal representation for Blackstone related matters, and, subject to his continuing payment of costs and expenses related thereto, he will continue to be provided with offices, technology and support for his family office team at levels consistent with current practice.
The agreement provides that, following Mr. Schwarzman’s termination of service, he or related entities will remain entitled to receive awards of carried interest at reduced levels until the later of February 14, 2027 or the date of Mr. Schwarzman’s death. The profit sharing percentage for any carried interest awarded in new funds launched after Mr. Schwarzman’s termination of service shall generally be set at 50% of the profit sharing percentage Mr. Schwarzman held in the most recent corresponding predecessor fund prior to his termination of employment or, in the case of new funds without a corresponding predecessor fund prior to Mr. Schwarzman’s termination of service, a profit sharing percentage set at 50% of the median of the aggregate profit sharing percentages held by Mr. Schwarzman at the time of his termination of service.
While currently Mr. Schwarzman is entitled to invest in or alongside our investment funds without being subject to management fees or carried interest, this has been extended to continue until ten years following the date of Mr. Schwarzman’s death as to Mr. Schwarzman, his estate and related entities.
On July 1, 2019, in connection with the Conversion and with the approval of the conflicts committee advised by independent counsel, we amended this agreement to address the ongoing compensation to be received by Mr. Schwarzman. Pursuant to the amended agreement, Mr. Schwarzman is entitled to distributions and benefits in amounts and at levels that are consistent with current practices. In addition, the amended agreement provides that, prior to Mr. Schwarzman’s termination of service, the profit sharing percentage for any carried interest in new funds in which there is a corresponding predecessor fund shall be set at the same profit sharing percentage he or related entities held in the most recent such predecessor fund and, in the case where there is no such predecessor fund, the profit sharing percentage shall be set at the median profit sharing percentage owned by him or related entities across all funds existing at the time in question. In connection with the amended agreement, Mr. Schwarzman informed the former conflicts committee of our board of directors that he has no current plan to retire.
Senior Managing Director Agreements
Upon the consummation of our initial public offering, we entered into substantially similar senior managing director agreements with each of our named executive officers and other senior managing directors employed at the firm at that time, other than our founder. Senior managing directors who have joined the firm after our initial public offering (including Mr. Finley) have also entered into senior managing director agreements. The agreements generally provide that each senior managing director will devote substantially all of his or her business time, skill, energies and attention to us in a diligent manner. Each senior managing director will be paid distributions and receive benefits in amounts determined by Blackstone from time to time in its sole discretion. The agreements require us to provide the senior managing director with 90 days’ prior written notice prior to terminating his or her service with us (other than a termination for cause). Additionally, the agreements with our named executive officers require each senior managing director to give us 90 days’ prior written notice of intent to terminate service with us and require the senior managing director to be placed on a
90-day
period of “garden leave” following the senior managing director’s termination of service (as further described under the caption “—
Non-Competition
and
Non-Solicitation
Agreements” below).
James Withdrawal Agreement
In connection with the retirement of Hamilton E. James on January 31, 2022 (the “Effective Date”), Blackstone and Mr. James entered into a withdrawal agreement dated as of May 3, 2022, pursuant to which Mr. James and Blackstone clarified certain agreements and understandings regarding his retirement from his positions as a director and Executive Vice Chairman of Blackstone as of the Effective Date.
Under the terms of the withdrawal agreement, Mr. James entered into a general release of claims in favor of Blackstone and its related parties and affirmed his
non-competition,
non-solicitation,
non-disparagement
and confidentiality covenants contained in his
Non-Competition
and
Non-Solicitation
Agreement subject to certain limited exceptions and clarifications. Payments and benefits provided under the withdrawal agreement are generally subject to Mr. James’ timely execution and
non-revocation
of the release and compliance with these restrictive covenants.
The withdrawal agreement provided that Mr. James would receive certain transitional period benefits and services generally for up to six months following his retirement, which included, among other items, technology and operational support, as mutually agreed with Blackstone.
In addition, the withdrawal agreement specifies that Mr. James’ Blackstone Holdings Partnership Units and shares of common stock in Blackstone would not continue to vest following the Effective Date. Mr. James was vested in and retained (a) any carried interest awards that relate to portfolio company investments that closed prior to the Effective Date, (b) any carried interest awards that relate to the tranches of certain “life of fund” investments covering periods that commenced prior to the Effective Date and (c) any allocations of incentive fees that crystalized prior to the Effective Date. Per the withdrawal agreement, Mr. James is also be eligible to participate in an annual
side-by-side
election program to invest up to a specified cap per election period in 2022 and 2023 across all funds with respect to which an investment opportunity is offered generally to senior managing directors during such election periods. Mr. James’ investments are subject to certain fees as further described in the withdrawal agreement.
Outstanding Equity Awards at 2022 Fiscal Year End
The following table provides information regarding outstanding unvested equity awards made to our named executive officers as of December 31, 2022.
| Stock Awards (a) | ||||||||
| Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (b) | ||||||
| Stephen A. Schwarzman | — | $ | — | |||||
| Jonathan D. Gray | 2,312,856 | $ | 172,721,012 | |||||
| Michael S. Chae | 836,944 | $ | 62,365,920 | |||||
| John G. Finley (c) | 378,476 | $ | 28,298,356 | |||||
| Hamilton E. James | — | $ | — |
| (a) | The references to “stock” or “shares” in this table refer to unvested deferred restricted Blackstone Holdings Partnership Units and unvested deferred restricted common stock units (including deferred restricted common stock units granted under the Bonus Deferral Plan to Messrs. Gray, Chae and Finley in 2023 in respect of 2022 performance). The vesting terms of these awards are described under the caption “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022” above. |
|---|
| (b) | The dollar amounts shown under this column were calculated by multiplying the number of unvested deferred restricted Blackstone Holdings Partnership Units or unvested deferred restricted common stock units held by the named executive officer by the closing market price of $74.19 per share of our common stock on December 30, 2022, the last trading day of 2022, other than the deferred restricted common stock units granted in 2023 in respect of 2022 performance, which are valued as of the date of their grant. |
|---|
| (c) | Amounts reported for Mr. Finley include (1) 18,897 deferred restricted Blackstone Holdings Partnership Units, which reflects 50% of the unvested deferred restricted Blackstone Holdings Partnership Units that have been granted to Mr. Finley as discretionary equity awards, (2) 121,619 deferred restricted common stock units which reflects 50% of the unvested deferred restricted common stock units that have been granted to Mr. Finley as discretionary equity awards and (3) 97,445 deferred restricted common stock units granted pursuant to the Bonus Deferral Plan, which are considered vested and undelivered for financial statement reporting purposes in accordance with GAAP pertaining to equity-based compensation due to Mr. Finley’s retirement eligibility. Upon retirement the deferred restricted Blackstone Holdings Partnership Units are scheduled to vest and be delivered over the vesting period and the deferred restricted common stock units are scheduled to be delivered in equal annual installments over the three year deferral period, in each case subject to forfeiture if the named executive officer violates any applicable provision of his employment agreement or engages in any competitive activity (as such term is defined in the applicable award agreement or the Bonus Deferral Plan, as applicable). |
|---|
Option Exercises and Stock Vested in 2022
The following table provides information regarding the number of outstanding initially unvested equity awards made to our named executive officers that vested during 2022:
| Stock Awards (a) | ||||||||
| Name | Number of Shares Acquired on Vesting | Value Realized on Vesting (b) | ||||||
| Stephen A. Schwarzman | — | $ | — | |||||
| Jonathan D. Gray | 302,306 | $ | 29,214,779 | |||||
| Michael S. Chae | 247,673 | $ | 24,542,031 | |||||
| John G. Finley | 78,305 | $ | 9,057,312 | |||||
| Hamilton E. James | — | $ | — |
| (a) | The references to “stock” or “shares” in this table refer to deferred restricted Blackstone Holdings Partnership Units and our deferred restricted common stock units. |
|---|
| (b) | The value realized on vesting is based on the closing market prices of our common stock on the day of vesting. |
|---|
Potential Payments Upon Termination of Employment or Change in Control
Upon a change of control event where any person, other than Blackstone Group Management L.L.C. or a person approved by Blackstone Group Management L.L.C., becomes the Series II Preferred Stockholder or a termination of employment because of death or disability, any unvested deferred restricted Blackstone Holdings Partnership Units or unvested deferred restricted common stock units held by any of our named executive officers will automatically be deemed vested as of immediately prior to such occurrence of such change of control or such termination of employment. Had such a change of control or such a termination of employment occurred on December 30, 2022, the last business day of 2022, each of our continuing named executive officers would have vested in the following numbers of deferred restricted Blackstone Holdings Partnership Units and deferred restricted common stock units, having the following values based on our closing market price of $74.19 per share of common stock on December 30, 2022, other than the deferred restricted common stock units granted to Mr. Gray, Mr. Chae and Mr. Finley in 2023 in respect of 2022 performance, which are valued as of the date of their grant: Mr. Schwarzman had no outstanding unvested equity at December 30, 2022; Mr. Gray — 566,881 deferred restricted Blackstone Holdings Partnership Units and 1,745,975 deferred restricted common stock units with an aggregate value of $172,721,012, Mr. Chae — 365,088 deferred restricted Blackstone Holdings Partnership Units and 471,856 deferred restricted common stock units with an aggregate value of $62,365,920, and Mr. Finley – 37,793 deferred restricted Blackstone Holdings Partnership Units and 340,683 deferred restricted common stock units with an aggregate value of $28,298,356. In addition, the Bonus Deferral Plan provides that upon a change in control or termination of the participant’s employment because of death, any fully vested but undelivered deferred restricted common stock units will become immediately deliverable.
In connection with a named executive officer’s termination of employment due to qualifying retirement, 50% of the unvested deferred restricted Blackstone Holdings Partnership Units will continue to vest and be delivered over the vesting period and any unvested deferred restricted common stock units will vest and be delivered in equal annual installments over the three year deferral period, in each case subject to forfeiture if the named executive officer violates any applicable provision of his employment agreement or engages in any competitive activity (as such term is defined in the applicable award agreement or the Bonus Deferral Plan, as applicable). (See
“Non-Competition
and
Non-Solicitation
Agreements — Retirement.”) Mr. James, who was retirement eligible at the time of his retirement effective January 31, 2022, had no outstanding unvested equity at the time of his retirement. For a description of the benefits received by Mr. James in connection with his retirement, see “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022 — James
Withdrawal Agreement.” As of December 30, 2022, Mr. Finley was retirement eligible. If Mr. Finley had retired on December 30, 2022, 18,897 of his deferred restricted Blackstone Holdings Partnership Units and 121,619 of his deferred restricted common units granted as discretionary awards would continue to vest and be delivered over the vesting period and 97,445 of his deferred restricted common stock units would vest and be delivered over the three year deferral period, in each case subject to forfeiture if the named executive officer violates any applicable provision of his employment agreement or engages in any competitive activity (as such term is defined in the applicable award agreement or the Bonus Deferral Plan, as applicable).
Upon a termination of Mr. Gray’s, Mr. Chae’s or Mr. Finley’s employment without cause, the deferred restricted common stock units granted to them under the Bonus Deferral Plan in respect of 2022, 2021 and 2020, as applicable, will become fully vested. For 2020, the Bonus Deferral Plan provided no participant’s annual cash bonus payment would exceed $4.65 million, resulting in an increase in the amount of cash bonus mandatorily deferred into deferred restricted common stock units for some employees. Employees whose 2020 annual cash bonus payment was capped, including Mr. Gray and Mr. Chae, were awarded an additional equity award equal to 10% of their deferral amount in the form of deferred restricted common stock units, which, in the case of Mr. Gray and Mr. Chae, will also become fully vested upon a termination of their employment without cause. Had such a termination of employment occurred on December 30, 2022, the last business day of 2022, each of Mr. Gray, Mr. Chae and Mr. Finley would have vested in the following numbers of deferred restricted common stock units, respectively, having the following values based on our closing market price of $74.19 per share of common stock on December 30, 2022, other than the deferred restricted common stock units granted to Mr. Gray, Mr. Chae and Mr. Finley in 2023 in respect of 2022 performance, which are valued as of the date of their grant: Mr. Gray — 345,189 deferred restricted common stock units with an aggregate value of $26,739,772, Mr. Chae — 117,017 deferred restricted common stock units with an aggregate value of $8,954,536 and Mr. Finley – 97,445 deferred restricted common stock units with an aggregate value of $7,448,666.
Upon a termination of Mr. Gray’s employment without cause, the deferred restricted Blackstone Holdings Partnership Units granted to him on July 1, 2019 and the deferred restricted common stock units granted to him on April 1, 2020, April 1, 2021 and April 1, 2022 will become fully vested. Had such a termination occurred on December 30, 2022, the last business day of 2022, Mr. Gray would have vested in 566,881 deferred restricted Blackstone Holdings Partnership units with a value of $42,056,901 and 1,400,787 deferred restricted common stock units with a value of $103,924,388 based on our closing market price of $74.19 per share of our common stock on December 30, 2022.
In addition, except as described below, unvested carried interest in our carry funds is generally forfeited upon termination of employment. Upon the death or disability of any named executive officer who participates in the carried interest of our carry funds, the named executive officer will be deemed 100% vested in any unvested portion of carried interest in our carry funds. Furthermore, any named executive officer that is retirement eligible will automatically vest in 50% of their otherwise unvested carried interest allocation upon retirement. (See “—
Non-Competition
and
Non-Solicitation
Agreements — Retirement.”)
In addition, pursuant to Mr. Schwarzman’s founding member agreement described above under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards in 2022 — Schwarzman Founding Member Agreement,” following retirement and for the remainder of his life, Mr. Schwarzman will be provided with specified retirement benefits, including a car and driver, retention of
his current office, administrative support and annual home and personal security benefits. The value of such retirement benefits is estimated at approximately $4.6 million per year based on 2022 costs. We have not assigned a value to the entitlements of Mr. Schwarzman and his estate and related entities to receive carried interest in new funds or to invest in our investment funds fee free following his termination of service as such value cannot be reasonably estimated. We anticipate that any incremental cost to us with respect to the other personal benefits to which Mr. Schwarzman is entitled following his retirement will be de minimis.
Non-Competition
and
Non-Solicitation
Agreements
Upon the consummation of our initial public offering, we entered into a
non-competition
and
non-solicitation
agreement with our founder, our other senior managing directors, most of our other professional employees and specified senior administrative personnel to whom we refer collectively as “Contracting Persons.” Contracting Persons who joined the firm after our initial public offering have also executed
non-competition
and
non-solicitation
agreements. The following are descriptions of the material terms of such agreement. With the exception of the differences noted in the description below, the terms of each
non-competition
and
non-solicitation
agreement are generally in relevant part similar.
Full-Time Commitment
. Each Contracting Person agrees to devote substantially all of the Contracting Person’s business time, skill, energies and attention to responsibilities at Blackstone in a diligent manner. Mr. Schwarzman has agreed that our business will be his principal business pursuit and that he will devote such time and attention to the business of the firm as may be reasonably requested by us.
Confidentiality
. Each Contracting Person is required, whether during or after employment with us, to protect and use “confidential information” in accordance with strict restrictions placed by us on its use and disclosure. Every employee is subject to similar strict confidentiality obligations imposed by our Code of Conduct applicable to all Blackstone personnel.
Notice of Termination
. Each Contracting Person is required to give us prior written notice the intention to leave our employ — six months in the case of Mr. Schwarzman, 90 days for all of our other senior managing directors and between 30 and 60 days in the case of all other Contracting Persons. In certain jurisdictions, the notice period as described in the preceding sentence is lengthened to include the potential garden leave period described below, in which case such notice and garden leave periods run concurrently.
Garden Leave
. Generally, upon voluntary departure from the firm, Blackstone has the right, but not the obligation, to place the Contracting Person on a prescribed period of “garden leave.” The period of garden leave is 90 days for our
non-founding
senior managing directors and generally between 30 and 60 days for other Contracting Persons. During this period the Contracting Person will continue to receive base compensation and benefits but is prohibited from commencing employment with a new employer until the garden leave period has expired. The period of garden leave for each Contracting Person will run concurrently with the
non-competition
Restricted Period that applies as described below and, as noted above, may also run concurrently with the notice period in certain jurisdictions. Mr. Schwarzman is subject to
non-competition
covenants but not garden leave requirements.
Non-Competition
. During the term of employment of each Contracting Person, and during the Restricted Period (as such term is defined below) immediately thereafter, the Contracting Person will not, directly or indirectly:
| • | engage in any business activity in which we operate, including any competitive business, |
|---|
| • | render any services to any competitive business, or |
|---|
| • | acquire a financial interest in or become actively involved with any competitive business (other than as a passive investor holding minimal percentages of the stock of public companies). |
|---|
“Competitive business” means any business that competes, during the term of employment through the date of termination, with our business, including any businesses that we are actively considering conducting at the time of the Contracting Person’s termination of employment, so long as the Contracting Person knows or reasonably should have known about such plans, in any geographical or market area where we or our affiliates provide our products or services.
Non-Solicitation
. During the term of employment of each Contracting Person, and during the Restricted Period immediately thereafter, the Contracting Person will not, directly or indirectly, in any manner solicit any of our employees to leave their employment with us or hire any such employee who was employed by us as of the date of the Contracting Person’s termination or who left employment with us within one year prior to or after the date of the Contracting Person’s termination. Additionally, each Contracting Person may not solicit or encourage to cease to work with us any consultant or senior advisers that the Contracting Person knows or should know is under contract with us.
In addition, during the term of employment of each Contracting Person, and during the Restricted Period immediately thereafter, the Contracting Person will not, directly or indirectly, in any manner solicit the business of any client or prospective client of ours with whom the Contracting Person, employees reporting to the Contracting Person, or anyone whom the Contracting Person had direct or indirect responsibility over had personal contact or dealings on our behalf during the three-year period immediately preceding the Contracting Person’s termination. Contracting Persons who are employed in our asset management businesses are subject to a similar
non-solicitation
covenant with respect to investors and prospective investors in our investment funds.
Non-Interference
and
Non-Disparagement
. During the term of employment of each Contracting Person, and during the Restricted Period immediately thereafter, the Contracting Person may not interfere with business relationships between us and any of our clients, customers, suppliers or partners. Each Contracting Person is also prohibited from disparaging us in any way. However, such interference and disparagement prohibitions are subject to certain limitations as required by law.
Restricted Period
. For purposes of the foregoing covenants, the “Restricted Period” will generally be defined as follows:
| Covenant | Stephen A. Schwarzman | Other Senior Managing Directors | Other Contracting Employees | |||
| Non-competition | Two years after termination of employment. | One year after termination of employment (or 90 days in the event of a termination without “cause”). | Generally between 90 days and nine months after termination of employment (which may be reduced in the event of a termination without “cause”). | |||
| Non-solicitation of Blackstone employees | Two years after termination of employment. | Two years after termination of employment. | Generally one year after termination of employment. | |||
| Non-solicitation of Blackstone clients or investors | Two years after termination of employment. | One year after termination of employment. | Generally between six months and one year after termination of employment. | |||
| Non-interference with business relationships | Two years after termination of employment. | One year after termination of employment. | Generally between six months and one year after termination of employment. |
Retirement.
Blackstone personnel are eligible to retire if they have satisfied either of the following tests: (a) one has reached the age of 65 and has at least five full years of service with our firm; or (b) generally one has reached the age of 55 and has at least five full years of service with our firm and the sum of his or her age plus years of service with our firm totals at least 65.
Intellectual Property
. Each Contracting Person is subject to customary intellectual property covenants with respect to works created, invented, designed or developed by such Contracting Person that are relevant to or implicated by employment with us.
Specific Performance
. In the case of any breach of the confidentiality,
non-competition,
non-solicitation,
non-interference,
non-disparagement
or intellectual property provisions by a Contracting Person, the breaching individual agrees that we will be entitled to seek equitable relief in the form of specific performance, restraining orders, injunctions or other equitable remedies (including forfeiture of the breaching individual’s vested and unvested interests in Blackstone).
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation
S-K,
we are providing the following information regarding the ratio of the annual total compensation for our principal executive officer to the median of the annual total compensation of all our employees (other than our principal executive officer) (the “CEO Pay Ratio”). Our CEO Pay Ratio is a reasonable estimate calculated in a manner consistent with Item 402(u). However, due to the flexibility afforded by Item 402(u) in calculating the CEO Pay Ratio, our CEO Pay Ratio may not be comparable to the CEO pay ratios presented by other companies. As of December 31, 2022, we employed approximately 4,695 people, including our 222 senior managing directors. We identified our median employee using our global employee population as of December 31, 2022. To identify our median employee, we used annual base salary and bonuses earned in 2022. We believe this consistently applied compensation measure reasonably reflects annual compensation across our employee base. Application of our consistently applied compensation measure identified 2 employees with the same total annual base salary and cash bonus earned in 2022. We identified our median employee from among these employees by reviewing the components of their annual total compensation and selecting the employee whose title, tenure and compensation characteristics most accurately reflected the compensation of a typical employee. After identifying our median employee, we calculated the median employee’s annual total compensation in accordance with the requirements of the Summary Compensation Table. For 2022, the annual total compensation for Mr. Schwarzman, our principal executive officer, was $253,122,146 and our median employee’s annual total compensation was $237,000. Accordingly, annual total compensation of our principal executive officer was approximately one thousand and sixty eight times the annual total compensation of our median employee.
Director Compensation in 2022
No additional remuneration is paid to our employees for service on our board of directors. In 2022, each of our
non-employee
directors received an annual cash retainer of $150,000 and a grant of deferred restricted common stock units equivalent in value to $210,000, with a grant date fair value determined as described in footnote (a) to the first table below. An additional $40,000 annual cash retainer was paid to the Chairman of the Audit Committee during 2022, $30,000 of which was paid in cash and the remainder of which was paid in the form of deferred restricted common stock units equivalent in value to $10,000 and with the same vesting terms as the other deferred restricted common stock units. The amounts of our
non-employee
directors’ compensation were approved by our board of directors upon the recommendation of our founder following his review of directors’ compensation paid by comparable companies.
The following table provides the director compensation for our directors for 2022:
| Name | Fees Earned or Paid in Cash | Stock Awards (a) (b) | Total | |||||||||
| Kelly A. Ayotte | $ | 150,000 | $ | 170,820 | $ | 320,820 | ||||||
| Joseph P. Baratta (c) | $ | — | $ | — | $ | — | ||||||
| James W. Breyer | $ | 150,000 | $ | 233,209 | $ | 383,209 | ||||||
| Reginald J. Brown | $ | 150,000 | $ | 297,995 | $ | 447,995 | ||||||
| Sir John Hood | $ | 150,000 | $ | 174,960 | $ | 324,960 | ||||||
| Rochelle B. Lazarus | $ | 150,000 | $ | 217,511 | $ | 367,511 | ||||||
| Jay O. Light (d) | $ | 200,000 | $ | 306,013 | $ | 506,013 | ||||||
| The Right Honorable Brian Mulroney | $ | 150,000 | $ | 223,459 | $ | 373,459 | ||||||
| William G. Parrett | $ | 180,000 | $ | 353,385 | $ | 533,385 | ||||||
| Ruth Porat | $ | 150,000 | $ | 213,459 | $ | 363,459 |
| (a) | The references to “stock” in this table refer to our deferred restricted common stock units. Amounts for 2022 represent the grant date fair value of stock awards granted in the year, computed in accordance with GAAP, pertaining to equity-based compensation. The assumptions used in determining the grant date fair value are set forth in Note 16. “Earnings Per Share and Stockholders’ Equity” in the “Notes to Consolidated Financial Statements” in “Part II. Item 8. Financial Statements and Supplementary Data.” These deferred restricted common stock units vest, and the underlying shares of common stock will be delivered, on the first anniversary of the date of the grant, subject to the outside director’s continued service on our board of directors. |
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| (b) | Each of our non-employee directors was granted deferred restricted common stock units upon appointment as a director. In 2022, in connection with the anniversary of his or her initial grant, each of the following directors was granted deferred restricted common stock units: Ms. Ayotte — 2,000 units; Mr. Breyer — 2,364 units; Mr. Brown — 2,230 units; Mr. Hood —2,000 units; Ms. Lazarus — 2,181 units; Mr. Light — 2,290 units; Mr. Mulroney — 2,273 units; Mr. Parrett — 2,414 units; and Ms. Porat — 2,166 units. |
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The following table provides information regarding outstanding unvested equity awards made to our directors as of December 31, 2022:
| Stock Awards (1) | ||||||||
| Name | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested (2) | ||||||
| Kelly A. Ayotte | 2,000 | $ | 148,380 | |||||
| James W. Breyer | 2,364 | $ | 175,385 | |||||
| Reginald J. Brown | 2,230 | $ | 165,444 | |||||
| Sir John Hood | 2,000 | $ | 148,380 | |||||
| Rochelle B. Lazarus | 2,181 | $ | 161,808 | |||||
| The Right Honorable Brian Mulroney | 2,273 | $ | 168,634 | |||||
| William G. Parrett | 2,414 | $ | 179,095 | |||||
| Ruth Porat | 2,166 | $ | 160,696 |
| (1) | The references to “stock” or “shares” in this table refer to our deferred restricted common stock units. |
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| (2) | The dollar amounts shown in this column were calculated by multiplying the number of unvested deferred restricted common stock units held by the director by the closing market price of $74.19 per share of our common stock on December 30, 2022, the last trading day of 2022. |
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| (c) | Mr. Baratta is an employee and no additional remuneration is paid to him for his service as a director. Mr. Baratta’s employee compensation is discussed in “—Item 13. Certain Relationships and Related Transactions, and Director Independence.” |
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| (d) | An additional $50,000 annual cash retainer was paid to Mr. Light in connection with his service on the executive committee of The Blackstone Group International Partners LLP. Mr. Light served as a director of Blackstone until his passing on October 15, 2022. Mr. Light’s unvested equity awards vested immediately upon his passing, pursuant to the terms thereof. In recognition of his years of service to Blackstone, the board of directors determined that it was appropriate to pay Mr. Light’s estate his cash retainer for the remainder of the year of his passing. |
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