UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Ramco-Gershenson Properties Trust

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RAMCO-GERSHENSON PROPERTIES TRUST

31500 NORTHWESTERN HIGHWAY, SUITE 300

FARMINGTON HILLS, MICHIGAN 48334

 

Dear Shareholder:

 

We invite you to attend the 2008 Annual Meeting of Shareholders of Ramco-Gershenson Properties Trust. The meeting will be held on Wednesday, June 11, 2008 at The Townsend Hotel, 100 Townsend Street, Birmingham, Michigan 48009 at 10:00 a.m., Eastern time. Your Board of Trustees and management look forward to greeting personally those shareholders who are able to attend.

 

The meeting has been called (1) to elect two Trustees (Class II) for three-year terms expiring in 2011, (2) to ratify the appointment of Grant Thornton LLP as the Trust’s independent registered public accounting firm for the year ending December 31, 2008, (3) to approve the 2008 Restricted Share Plan for Non-Employee Trustees, (4) to consider a shareholder proposal, if presented at the meeting, and (5) to transact such other business as may properly come before the meeting or any adjournment or postponement thereof. The two Trustee nominees for election listed in the enclosed proxy materials are presently Trustees.

 

Your Board of Trustees recommends a vote FOR Proposals 1, 2 and 3 and AGAINST Proposal 4. The accompanying proxy statement contains additional information for your careful review. A copy of the Trust’s annual report for 2007 is also enclosed.

 

It is important that your shares be represented and voted at the annual meeting, whether or not you plan to attend. You may vote in one of four ways: (1) via the telephone, (2) via the internet, (3) by completing and mailing the enclosed proxy card or voting instruction card, or (4) by casting your vote in person at the annual meeting.

 

Your continued interest and participation in the affairs of the Trust are greatly appreciated.

 

Sincerely,

 

Dennis E. Gershenson

Chairman, President and Chief Executive Officer

 

May 5, 2008

RAMCO-GERSHENSON PROPERTIES TRUST

 

NOTICE OF 2008 ANNUAL MEETING OF SHAREHOLDERS

JUNE 11, 2008

 

 

 

To the Shareholders of Ramco-Gershenson Properties Trust:

 

Notice is hereby given that the 2008 Annual Meeting of Shareholders of Ramco-Gershenson Properties Trust will be held at The Townsend Hotel, 100 Townsend Street, Birmingham, Michigan 48009, on Wednesday, June 11, 2008 at 10:00 a.m., Eastern time, for the following purposes:

 

(1) To elect two Trustees for terms to expire at the annual meeting of shareholders in 2011;

 

(2) To ratify the appointment of Grant Thornton LLP as the Trust’s independent registered public accounting firm for the year ending December 31, 2008;

 

(3) To approve the 2008 Restricted Share Plan for Non-Employee Trustees;

 

(4) To consider a shareholder proposal, if presented at the meeting; and

 

(5) To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

 

Shareholders of record of the Trust’s common shares of beneficial ownership at the close of business on April 14, 2008 are entitled to receive notice of, and to vote at, the annual meeting and any adjournment or postponement thereof. Your vote is important. You may vote in one of four ways: (1) via the telephone, (2) via the internet, (3) by completing and mailing the enclosed proxy card or voting instruction card, or (4) by casting your vote in person at the annual meeting.

 

Shareholders can help the Trust avoid unnecessary expense and delay by promptly voting. The business of the annual meeting cannot be completed unless a majority of the outstanding voting shares of the Trust is represented at the meeting.

 

By Order of the Board of Trustees

 

Richard J. Smith

Chief Financial Officer and Secretary

TABLE OF CONTENTS

 

 

RAMCO-GERSHENSON PROPERTIES TRUST
31500 NORTHWESTERN HIGHWAY, SUITE 300
FARMINGTON HILLS, MICHIGAN 48334

 

 

 

 

PROXY STATEMENT

 

 

 

 

2008 ANNUAL MEETING OF SHAREHOLDERS

 

 

 

 

The Board of Trustees (the “Board”) of Ramco-Gershenson Properties Trust (the “Trust”) is soliciting proxies for use at the 2008 annual meeting of shareholders of the Trust and any adjournment or postponement thereof. The annual meeting will be held at The Townsend Hotel, 100 Townsend Street, Birmingham, Michigan 48009 on Wednesday, June 11, 2008 at 10:00 a.m., Eastern time. The Trust expects to first mail these proxy materials on or about May 5, 2008 to shareholders of record of the Trust’s common shares of beneficial interest (the “Shares”).

 

What is the purpose of the 2008 annual meeting of shareholders?

 

At the 2008 annual meeting, shareholders will act upon the matters outlined in the accompanying Notice of Meeting, including (1) the election of two Trustees to serve until the annual meeting of shareholders in 2011, (2) the ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as the Trust’s independent registered public accounting firm for the year ending December 31, 2008, (3) the approval of the 2008 Restricted Share Plan for Non-Employee Trustees, and (4) the consideration of a shareholder proposal (if presented at the meeting).

 

In addition, management will report on the performance of the Trust and will respond to appropriate questions from shareholders. The Trust expects that representatives of Grant Thornton will be present at the annual meeting and will be available to respond to appropriate questions. Such representatives will also have an opportunity to make a statement.

 

Who is entitled to vote?

 

Only record holders of Shares at the close of business on the record date of April 14, 2008 are entitled to receive notice of the annual meeting and to vote the Shares that they held on the record date. Each outstanding Share is entitled to one vote on each matter to be voted upon at the annual meeting.

 

What constitutes a quorum?

 

The presence at the annual meeting, in person or by proxy, of the holders of a majority of the Shares outstanding on the record date will constitute a quorum for all purposes. As of the record date, 18,572,362 Shares were outstanding. Broker non-votes (defined below), and proxies marked with abstentions or withhold votes, will be counted as present in determining whether or not there is a quorum.

 

What is the difference between holding Shares as a shareholder of record and a beneficial owner?

 

Shareholders of Record.  If your Shares are registered directly in your name with the Trust’s transfer agent, American Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those Shares, and these proxy materials (including a proxy card) are being sent directly to you by the Trust. As the shareholder of record, you have the right to grant your voting proxy directly to the Trust through the enclosed proxy card or to vote in person at the annual meeting.

 

Beneficial Owners.  Most of the Trust’s shareholders hold their Shares through a broker, trustee, bank or other nominee rather than directly in their own name. If your Shares are so held, you are considered the beneficial owner of Shares, and these proxy materials (including a voting instruction card) are being forwarded to you by your broker, trustee, bank or nominee who is considered the shareholder of record with respect to those Shares. As the beneficial owner, you have the right to direct your broker, trustee, bank or nominee on how to vote. However, since you are not the shareholder of record, you may not vote these Shares in person at the annual meeting unless you obtain a proxy from your broker, trustee, bank or nominee and bring such proxy to the annual meeting. Your broker, trustee, bank or nominee has enclosed a voting instruction card for you to use in directing the broker, trustee, bank or nominee on how to vote your Shares.

How do I vote?

 

You may be able to vote in one of four ways: (1) via the telephone, (2) via the internet, (3) by completing and mailing your proxy card or voting instruction card, or (4) by casting your vote in person at the annual meeting.

 

Via Telephone or Via Internet:  Please refer to the instructions on your proxy card or voting instruction card.

 

By Proxy Card or Voting Instruction Card:  If you complete and properly sign the accompanying proxy card (and return it to the Trust) or the voting instruction card (and return it to the applicable broker, trustee, bank or nominee), it will be voted as you direct.

 

By Vote at Annual Meeting:  If you are a shareholder of record and attend the annual meeting, you may deliver your completed proxy card in person or vote by ballot. If you are a beneficial owner but intend to vote your Shares in person, you must bring to the annual meeting a proxy from such broker, trustee, bank or other nominee confirming that you beneficially own such Shares and gives you the power to vote such Shares.

 

Can I change my vote after I return my proxy card or voting instruction card?

 

Shareholders of Record.  You may change your vote at any time before the proxy is exercised by filing with the Secretary of the Trust either a notice revoking the proxy or a new proxy that is dated later than the proxy card. If you attend the annual meeting, the individuals named as proxy holders in the enclosed proxy card will nevertheless have authority to vote your Shares in accordance with your instructions on the proxy card unless you properly file such notice or new proxy.

 

Beneficial Owners.  If you hold your Shares through a bank, trustee, broker or other nominee, you should contact such person prior to the time such voting instructions are exercised.

 

What does it mean if I receive more than one proxy card or voting instruction card?

 

If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, trustees, brokers, other nominees and/or the Trust’s transfer agent. Please sign and deliver each proxy card and voting instruction card that you receive. The Trust recommends that you contact your nominee and/or the transfer agent, as appropriate, to consolidate as many accounts as possible under the same name and address.

 

What if I do not vote for some of the items listed on my proxy card or voting instruction card?

 

Shareholders of Record.  If you return your signed proxy card but do not provide voting instructions on certain matters, your shares will be voted in accordance with the recommendations of the Board on such matters. With respect to any matter not set forth on the proxy card that properly comes before the annual meeting, the proxy holders named in the proxy card will vote as the Board recommends or, if the Board gives no recommendation, in their own discretion.

 

Beneficial Owners.  If you hold your Shares in street name through a broker, trustee, bank or other nominee and do not return the voting instruction card, such nominee will determine if it has the discretionary authority to vote your Shares. Under applicable law and the NYSE rules and regulations, brokers have the discretion to vote on routine matters, such as the uncontested election of trustees and the ratification of the appointment of the Trust’s independent registered public accounting firm, but do not have discretion to vote on non-routine matters. The Trust believes that the approval of the 2008 Restricted Shares Plan for Non-Employee Trustees and the shareholder proposal will be considered non-routine matters. Therefore, if you do not provide voting instructions, your Shares will be considered “broker non-votes” with regard to such proposals because the broker will not have discretionary authority to vote thereon. Shares subject to broker non-votes will be considered present at the meeting for purposes of determining whether there is a quorum but the broker non-votes will not be considered votes cast with respect to such proposals.

 

What are the Board’s recommendations?

 

The Board recommends a vote:

 

Proposal 1 — FOR the election of the nominated slate of Trustees.

 

Proposal 2 — FOR the ratification of Grant Thornton as the Trust’s independent registered public accounting firm for the year ending December 31, 2008.

 

Proposal 3 — FOR the approval of the 2008 Restricted Share Plan for Non-Employee Trustees.

 

Proposal 4 — AGAINST the shareholder proposal.

What vote is required to approve each item?

 

Proposal 1 — Election of Trustees.  Nominees who receive the most votes cast at the annual meeting will be elected as Trustees. The slate of Trustees discussed in this proxy statement consists of two Trustees whose terms are expiring. Withheld votes will have no effect on the outcome of the vote.

 

Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm.  The affirmative vote of a majority of the votes cast at the annual meeting will be necessary to ratify the Audit Committee’s appointment of Grant Thornton as the Trust’s independent registered public accounting firm for the year ending December 31, 2008. Abstentions will not be counted as votes cast at the annual meeting and will have no effect on the result of the vote. Although shareholder ratification of the appointment is not required by law and is not binding on the Trust, the Audit Committee will take the appointment under advisement if such appointment is not so ratified.

 

Proposal 3 — Approval of the 2008 Restricted Share Plan for Non-Employee Trustees.  The affirmative vote of a majority of the votes cast at the annual meeting will be necessary to approve the 2008 Restricted Share Plan for Non-Employee Trustees, provided that the total votes cast on the proposal represents over 50% of the Shares entitled to vote on the proposal. Therefore, abstentions and broker non-votes will have the effect of a vote against the proposal, unless holders of more than 50% of the Shares entitled to vote on the proposal cast votes (in which event neither abstentions nor broker non-votes will have an effect on the result of the vote).

 

Proposal 4 — Shareholder Proposal.  The affirmative vote of a majority of the votes cast at the annual meeting will be necessary to approve the shareholder proposal, if presented at the meeting. Abstentions and broker non-votes will not be counted as votes cast at the annual meeting and will have no effect on the result of the vote. Shareholder approval of this proposal would not automatically eliminate the classified Board, but would amount to an advisory recommendation to the Board to take the necessary steps to achieve a declassified Board. If the shareholder proposal receives a majority of the votes cast in favor of the proposal, it is the Board’s intention to propose an amendment to the Declaration of Trust to eliminate the classified board at the 2009 annual meeting of shareholders.

 

Other Matters.  If any other matter is properly submitted to the shareholders at the annual meeting, its adoption will generally require the affirmative vote of a majority of the votes cast at the annual meeting. The Board of Trustees does not propose to conduct any business at the annual meeting other than as stated above.

 

How can I access the Trust’s proxy materials and annual report on Form 10-K?

 

As a holder of Shares, you should have received a copy of the 2007 Annual Report to Shareholders (which includes the Annual Report on Form 10-K) together with this proxy statement. See “Additional Information.”

 

The “Investor Info” section of the Trust’s website, www.rgpt.com, provides access, free of charge, to Securities and Exchange Commission (“SEC”) reports as soon as reasonably practicable after the Trust electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports. In addition, a copy of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the SEC, will be sent to any shareholder, without charge, upon written request sent to the Trust’s executive offices: Investor Relations, Ramco-Gershenson Properties Trust, 31500 Northwestern Highway, Suite 300, Farmington Hills, MI 48334. Further, the SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Trust, at www.sec.gov.

 

The references to the website addresses of the Trust and the SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites are not part of this proxy statement.

 

How do I find out the voting results?

 

Voting results will be announced at the annual meeting and will be published in the Trust’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2008.

 

The following table sets forth information regarding the beneficial ownership of the Shares as of April 14, 2008. Unless otherwise indicated, each owner has sole voting and investment powers with respect to the Shares listed below.

 

 

 

 

 

 

 

 

 

 

 

 

 

The Board of Trustees currently consists of seven Trustees serving three-year staggered terms. Two Class II Trustees are to be elected at the 2008 annual meeting to serve until the annual meeting of shareholders in 2011. Nominees who receive the most votes cast at the annual meeting will be elected as Class II Trustees. The Board recommends that you vote FOR the election of the Class II Trustee nominees set forth below.

 

Each of the nominees has consented to serve a three-year term. If for any reason any of the nominees becomes unavailable for election, the Board may designate a substitute nominee. In such case, the persons named as proxies in the accompanying proxy card will vote for the Board’s substitute nominee.

 

The table below sets forth information regarding the Trustee nominees, all of whom currently serve as Class II Trustees. The years of Trustee service include service for the Trust’s predecessors.

 

 

The remaining Trustees, set forth below, are Class I Trustees (term expires in 2010) or Class III Trustees (term expires in 2009). The years of Trustee service include service for the Trust’s predecessors.

 

The following persons are the other executive officers of the Trust. Executive officers serve at the pleasure of the Board.

 

 

Meetings.  During 2007, the Board consisted of seven Trustees and held four meetings. Non-management Trustees hold regularly scheduled executive sessions in which non-management Trustees meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board of Trustees. Mr. Blank serves as Lead Trustee in accordance with the Trust’s Corporate Governance Guidelines and therefore presides at such executive sessions. For information on how you can communicate with the Trust’s non-management Trustees, including the Lead Trustee, see “— Communicating with the Board.”

Trustees are expected to attend all Board and committee meetings, as well as the Trust’s annual meeting of shareholders. In 2007, all of the Trustees attended at least 75% of the aggregate of the meetings of the Board of Trustees and all committees of the Board on which they served. All of the Trustees attended the 2007 annual meeting of shareholders, except Mr. Pashcow.

 

Trustee Independence.  The Board has determined, after considering all of the relevant facts and circumstances, that each of Messrs. Blank, Goldberg, Meister, Pashcow and Rosenfeld, and therefore a majority of the Trustees, are independent Trustees in accordance with the NYSE listing standards and the Trust’s Corporate Governance Guidelines. To be considered independent, the Board must determine that a Trustee does not have any direct or indirect material relationships with the Trust and must meet categorical and other criteria set forth in the Trust’s Corporate Governance Guidelines. In respect of the independence of Mr. Pashcow, the Board considered the transaction set forth in “Related Person Transactions” and determined that such transaction did not impede his independence. In addition, after considering all of the relevant facts and circumstances, the Board has determined that each member of the Audit Committee of the Board qualifies under the Audit Committee independence standards established by the SEC and NYSE. The Audit Committee, Compensation Committee, and Nominating and Governance Committee are composed entirely of independent Trustees.

 

The Board has delegated various responsibilities and authority to Board committees. Each committee reports on its activities to the Board and each committee, except the Executive Committee, has regularly scheduled meetings. Each committee operates under a written charter approved by the Board, which is reviewed annually by the respective committees and the Board and is available on the Trust’s website under “Corporate Profile — Governance” at www.rgpt.com. The table below sets forth the membership and meeting information for the four standing committees of the Board in 2007:

 

 

Audit Committee.  The Audit Committee is responsible for monitoring the integrity of the Trust’s consolidated financial statements, the Trust’s system of internal controls, the Trust’s risk management, the qualifications, performance and independence of the Trust’s independent registered public accounting firm, the performance of the Trust’s internal audit function and the Trust’s compliance with legal and regulatory requirements. The Audit Committee also has the sole authority and responsibility to appoint, determine the compensation of, evaluate and, when appropriate, replace the Trust’s independent registered public accounting firm. The Board has determined that Messrs. Blank, Rosenfeld and Goldberg are each an audit committee financial expert as defined in the rules and regulations of the SEC and have the accounting or related financial management expertise required by the NYSE listing standards. See “— Trustees and Executive Officers” for a description of their relevant business experience.

 

Compensation Committee.  The Compensation Committee administers the executive compensation program of the Trust. The Compensation Committee’s responsibilities include recommending and overseeing compensation and benefit plans and policies, approving equity grants and otherwise administering share-based plans, and reviewing annually all compensation decisions relating to the Trust’s executive officers. See “Compensation Discussion and Analysis” for further information.

 

Nominating and Governance Committee.  The Nominating and Governance Committee is responsible for identifying and nominating individuals qualified to serve as Board members, recommending Trustees for each Board committee and overseeing the Trust’s Corporate Governance Guidelines. The Nominating and Governance

Committee also is responsible for the Trust’s Code of Business Conduct and Ethics and considers any requests for waivers from such code.

 

Generally, the Nominating and Governance Committee will re-nominate incumbent Trustees who continue to satisfy its criteria for members on the Board and who it believes will continue to make important contributions to the Board. In recommending nominees to the Board, the Nominating and Governance Committee reviews the experience, mix of skills and background, independence and other qualities of a nominee to assure appropriate Board composition after taking into account the current Board members and the specific needs of the Trust and Board.

 

The Nominating and Governance Committee generally relies on multiple sources for identifying and evaluating nominees, including referrals from the Trust’s Board and management. The Nominating and Governance Committee does not solicit Trustee nominations, but will consider nominee recommendations by shareholders with respect to elections to be held at an annual meeting, so long as such recommendations are timely made and otherwise in accordance with the Trust’s Bylaws and applicable law. Such recommendations will be evaluated against the same criteria used to evaluate other nominees. The Trust did not receive any timely nominations by shareholders for the 2008 annual meeting of shareholders. Shareholder recommendations for nominees to be considered by the Nominating and Governance Committee should be submitted to the Chairman of the Nominating and Governance Committee at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334. See “Additional Information — Shareholder Proposals at 2009 Annual Meeting” for information on making shareholder nominations at the annual meeting.

 

Executive Committee.  The Executive Committee is permitted to exercise all of the powers and authority of the Board, except as limited by applicable law and by the Trust’s Bylaws.

 

The Nominating and Corporate Governance Committee annually reviews trustee compensation and makes recommendations to the Board, the body responsible for approving trustee compensation, as appropriate. The Nominating and Corporate Governance Committee and Board believe that trustees should receive a mix of cash and equity. Compensation paid to the non-employee trustees is intended to provide incentives to such persons to continue to serve on the Board of Trustees and to attract new trustees with outstanding qualifications. Trustees who are employees or officers of the Trust or any of its subsidiaries do not receive any compensation for serving on the Board or any committees thereof.

 

In 2007, the Board approved the following changes to Trustee Compensation: (1) effective in 2008, the annual grant of 2,000 stock options will be replaced with an annual grant of 2,000 shares of restricted stock (vesting pro rata over three years), and (2) effective January 2008, non-employee trustees on the Executive Committee will receive an additional annual cash retainer of $2,500. In addition, effective January 2008 for Mr. Ward, the Board approved the payment of cash in lieu of the equity retainer due to his substantial ownership of securities convertible in Shares.

 

Cash Retainer.  In 2007, each non-employee trustee earned $3,750 each quarter (paid in advance). In addition, the chair of the Audit Committee earned an additional annual retainer fee of $10,000 and the other members of the Audit Committee earned an additional annual retainer of $5,000. Further, the lead trustee (Mr. Blank) earned an additional $6,250 each quarter (paid in advance).

 

Equity Retainer.  In 2007, each non-employee trustee was granted (i) 250 Shares each quarter (paid in advance) and (ii) 2,000 stock options under the Trust’s 2003 Non-Employee Trustee Stock Option Plan on the date of the Trust’s 2007 annual meeting of shareholders.

 

Meeting Fees.  In 2007, each non-employee trustee received $1,500 per meeting attended in person or $500 per meeting attended via telephone.

 

Required Attendance.  Additional retainer fees paid to each Audit Committee member are conditioned upon attendance by such trustee at 75% or more of the meetings of the Audit Committee.

Other.  The Trust reimburses all trustees for expenses incurred in attending meetings or performing their duties as trustees. The Trust does not provide any perquisites to trustees.

 

2007 Trustee Compensation

 

 

 

 

The Trust has adopted a Code of Business Conduct and Ethics which sets forth basic principles to guide the conduct of Trustees and the Trust’s employees, including its principal executive officer, principal financial officer, principal accounting officer or controller and persons serving similar functions. The code covers numerous topics including illegal or unethical behavior, conflicts of interest, compliance with laws, corporate opportunities and confidentiality. A copy of the Trust’s Code of Business Conduct and Ethics is available on the Trust’s website under “Corporate Profile — Governance” at www.rgpt.com. Any waiver that relates to the Trustees or certain executive officers of the Trust will be publicly disclosed in such subsection on the Trust’s website.

 

The Trust has also adopted Corporate Governance Guidelines, which address, among other things, a Trustee’s responsibilities, qualifications (including independence), compensation and access to management and advisors. The Nominating and Governance Committee is responsible for overseeing and reviewing these guidelines and recommending any changes to the Board. A copy of the Trust’s Corporate Governance Guidelines is available on the Trust’s website under “Corporate Profile — Governance” at www.rgpt.com.

 

The Trust is required to comply with the NYSE listing standards applicable to corporate governance and on June 29, 2007, the Trust timely submitted the NYSE’s Annual CEO Certification pursuant to Section 303A.12 of the NYSE’s listing standards, whereby the CEO of the Trust, Mr. Dennis Gershenson, certified that he is not aware of any violation by the Trust of the NYSE’s corporate governance listing standards as of the date of the certification. In addition, the Trust has filed with the SEC, as exhibits to its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2007, respectively, and its Annual Report on Form 10-K for the year ended

December 31, 2007, certifications by the Trust’s CEO and CFO in accordance with Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

 

A copy of the Trust’s committee charters, Code of Business Conduct and Ethics and Corporate Governance Guidelines will be sent to any shareholder, without charge, upon written request sent to the Trust’s executive offices: Investor Relations, Ramco-Gershenson Properties Trust, 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334.

 

Any shareholder or interested party who desires to communicate with the Board or any specific Trustee(s) may write to the Board at the following address: Board of Trustees (or Lead Trustee), c/o Secretary, Ramco-Gershenson Properties Trust, 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334. All communications received by the Trust’s Secretary which are addressed to the Board of Trustees will be forwarded directly to the members of the Board.

 

Shareholders, Trust employees, officers, Trustees or any other interested persons who have concerns or complaints regarding accounting or auditing matters of the Trust are encouraged to contact, anonymously or otherwise, the Chairman of the Audit Committee (or any Trustee who is a member of the Audit Committee). Such admissions will be treated confidentially.

 

The Compensation Committee of the Board (referred to as the “Committee” in this section), composed entirely of independent trustees, administers the executive compensation program of the Trust. The Committee’s responsibilities include recommending and overseeing compensation and benefit plans and policies, reviewing and approving equity grants and otherwise administering share-based compensation plans, and reviewing and approving annually all compensation decisions relating to the Trust’s executive officers, including the Chief Executive Officer, the Chief Financial Officer and the other executive officers named in the “Summary Compensation Table” (the “named executive officers”). This section of the proxy statement explains how the Trust’s compensation programs are designed and operated in practice with respect to the named executive officers.

 

Compensation Philosophy and Objectives for Named Executive Officers

 

The Trust’s compensation program for named executive officers generally consists of base salary, an annual bonus, long-term incentive compensation and certain other benefits. The Trust also provides certain deferred compensation and severance arrangements, although the Trust does not maintain any defined benefit pension plans or defined benefit SERPs for such persons. The compensation program is designed to:

 

 

The Committee seeks to ensure the foregoing objectives by generally paying the market median for the satisfaction of target goals and additional compensation when performance exceeds such targets. The Committee also recognizes that compensation targets must be flexible to address all of its objectives. Therefore, the Trust uses market data as a guideline, and also considers Company performance, individual performance reviews, hiring and retention needs and other market pressures in finalizing its compensation determinations. In furtherance of the Committee’s intent to review and consider all aspects of executive compensation in making its compensation determinations, the Committee has instituted a policy to utilize tally sheets beginning in 2008.

 

Determining Compensation for Named Executive Officers

 

Management and Other Employees.  The Committee customarily takes significant direction from the recommendations of Mr. Gershenson, the Trust’s Chairman, President and Chief Executive Officer, as it believes he has the best understanding of the overall effectiveness of the management team and each person’s individual contribution to the Trust’s performance. Generally, the Committee sets the meeting dates and agendas for Committee meetings and Mr. Gershenson is invited to attend many of such meetings. The Committee regularly meets in executive session to review the performance and determine the compensation of Mr. Gershenson and to discuss compensation issues generally outside the presence of management. With respect to all other executive officers, Mr. Gershenson reviews their performance and potential for advancement and makes recommendations to the Committee as to each element of their compensation. The Committee retains discretion to make its own determinations, irrespective of Mr. Gershenson’s compensation recommendations, and reviews such recommendations in light of the Committee’s compensation philosophy and related considerations.

 

The Trust’s legal advisors, human resources department and corporate accounting department support the Committee in its work in developing and administering the compensation plans and programs.

 

Third-Party Consultants.  The Committee customarily utilizes compensation consultants to assess the Trust’s competitive position regarding compensation and to assist in the development and implementation of its compensation philosophy. In 2007, the Committee engaged Mercer Human Resource Consulting and FPL Associates Compensation to provide the foregoing services. The Committee has the sole authority to retain and terminate any consultant and the sole authority to approve the engagement fees and other retention terms. The Committee historically has worked with management to determine the consultant’s responsibilities and direct its work product;

however, in 2007 the Committee took a greater leadership role in these matters and the Committee intends to continue this practice in the future. Mercer provides additional compensation-related services to the Trust, primarily related to actuarial valuations and financial reporting analyses.

 

The Committee determined it would not materially change its compensation program for named executive officers in 2007 and therefore concluded that an update of the 2006 market data was not necessary. Set forth below is a summary of the 2006 market data provided by the Trust’s 2006 consultants, FPL and Mercer. The Committee anticipates obtaining similarly focused surveys every two to three years, and the Committee will review the peer groups at such time to ensure that the appropriate benchmarks are utilized.

 

FPL’s analysis was based on information from FPL’s proprietary database (including 2005 proxy data, annual FPL surveys and projects completed by FPL in the real estate and related financial services industries), while Mercer’s study was based solely on 2005 proxy data.

 

FPL and Mercer utilized the same two peer groups in their respective 2006 analyses: (i) a group of twelve public REITs with primarily shopping center assets (the “asset-based peer group”), and (ii) a group of fourteen public REITs with market capitalizations similar to the Trust (collectively, the “size-based peer group”). The consultants also combined the two peer groups into a blended peer group (the “blended peer group”) to create a balanced view of the competitive markets. The Trust was ranked in the lower quartile of the asset-based peer group, while it was near the median of the size-based peer group.

 

The companies comprising the asset-based peer group were:

 

 

The companies comprising the size-based peer group were:

 

 

 

2007 Compensation Components for Named Executive Officers

 

In 2007, the principal components of compensation for the named executive officers were base salary, an annual bonus, long-term incentive awards, perquisites, contributions to defined contribution plans and customary benefits provided to all salaried employees. The Trust also provides certain named executive officers with deferred compensation arrangements. Further, Messrs. Gershenson and Litzler have employment agreements with the Trust (which include specified severance benefits), while all named executive officers are beneficiaries of the Trust’s change in control policy adopted in July 2007. Mr. Gershenson’s employment agreement was amended and restated effective August 2007, primarily to update the agreement and to provide additional severance benefits. The Trust does not maintain any defined benefit pension plans or defined benefit SERPs for its named executive officers.

Base Salary

 

The Committee believes that base salary is a significant factor in attracting and retaining key employees and also serves to preserve an employee’s commitment to the Trust during any economic downturns. The base salaries of named executive officers are reviewed on an annual basis, as well as at the time of a promotion or other change in responsibilities. Annual merit increases are generally effective January 1^st of the applicable year.

 

Historically, the Committee relies primarily on peer group analyses in determining annual salary increases while also considering the Trust’s overall performance. Mr. Gershenson may also consider the individual’s experience, current performance and potential for advancement in determining his recommendations. Mr. Gershenson’s recommendation as to Mr. Smith’s base salary is guided by the peer group analyses to a greater extent than for the other named executives officers due to the existence of more reliable peer data regarding chief financial officers.

 

In 2007, the Committee approved a base salary increase of 3% for Mr. Gershenson, and, principally based on Mr. Gershenson’s recommendation (which the Committee determined was reasonable), for all named executive officers as well.

 

The following table sets forth the base salaries approved for the named executive officers in 2006 and 2007:

 

 

 

 

Annual Bonus

 

The Committee believes the Trust’s annual bonus program provides a meaningful incentive for the achievement of short-term corporate, department and individual goals, while assisting the Trust in retaining, attracting and motivating employees in the near term.

 

Historically, the annual bonus has been paid in cash. In 2007, the Committee determined to issue restricted stock, with vesting in equal installments over two years, in lieu of all or a portion of the cash bonuses otherwise payable to named executive officers. The Committee has expressed its intention to continue this practice through at least the bonus for 2009. Messrs. Gershenson and Smith will receive the following portion of their bonuses paid in restricted stock during such periods: 100% in 2007; 662/3% in 2008; and 25% in 2009. The other named executive officers will receive 25% of their bonuses in the form of restricted stock during such periods.

 

The shares of restricted stock granted in respect of 2007 bonuses were calculated based upon the allocable cash value divided by $22.22, the closing price of the Shares on February 29, 2008. The shares were granted on March 3, 2008 and therefore will be reflected in 2008 in the “Summary Compensation Table” and “Grants of Plan-Based Awards in 2008” table in next year’s proxy statement. The portion of the bonuses paid in cash is reflected in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table.”

 

Set forth below are the annual bonuses of the named executive officers in 2006 and 2007 (based on the aggregate cash value approved by the Committee).

 

 

 

 

Mr. Gershenson and Mr. Smith.  The annual bonuses for Mr. Gershenson and Mr. Smith are primarily determined using the peer group analyses and a review of the Trust’s overall performance. Mr. Gershenson’s bonus decreased 18.7% primarily due to the decrease in the Company’s funds from operations year over year, although it was still 38.6% above the minimum bonus set forth in his employment agreement due to his overall cash compensation being significantly below market. Mr. Smith’s bonus did not change because the Committee determined his performance was consistent from period to period.

 

Other Named Executive Officers.  The annual cash bonus program for other named executive officers and certain other employees of the Trust was established with the assistance of Mercer in 2004 and is based upon the achievement of corporate, department and individual goals. In the fourth quarter preceding the applicable year, in connection with the Trust’s budget forecasting process and primarily based upon the recommendations of Mr. Gershenson, the Committee and the Board review and approve corporate financial goals for the applicable year. Other corporate goals, including strategic and other measures, are generally determined in the discretion of Mr. Gershenson, in consultation with Mr. Smith. Based upon such corporate performance goals, the other named executive officers establish department and individual goals for themselves that are tailored to achieving the corporate goals; these goals are reviewed by senior management to ensure that they are reasonable.

 

Preliminary amounts payable under the program are determined in accordance with a pre-established formula: the corporate, department and individual goals represent 30%, 50% and 20% of the estimated bonus, while the satisfaction of the threshold, target and maximum performance measures for such goals equate to payouts of 20%, 40% and 60% of base salary, respectively. For example, if an eligible employee satisfies the threshold amount of the corporate goal, such person would receive a preliminary bonus of 6% of base salary for such component (corporate weighting (30%) multiplied by threshold payout (20%)); the preliminary bonus is the aggregate amount of the three underlying components. In calculating the preliminary bonus amounts, the Committee does not prorate the amounts between the threshold, target and maximum. However, the Committee retains discretion to amend the preliminary amounts based upon an individual’s experience, potential for advancement and atypical events.

 

Upon the completion of the applicable year, Mr. Gershenson recommends bonuses to the Committee based upon the foregoing. In March 2008, the Committee approved the 2007 bonuses for the other named executive officers principally based on Mr. Gershenson’s recommendations as to the satisfaction of the applicable corporate, department and individual goals for each person, which the Committee determined were reasonable.

 

Long-Term Incentive Compensation

 

In 2003, Mercer assisted the Committee in designing the Long-Term Incentive Program (the “LTI Program”) to supplement its historical practice of granting stock options. The Committee believes the LTI Program provides the strongest inducement for employees to focus on the Trust’s long-term fundamentals and thereby create long-term value for shareholders. These programs also assist the Trust in maintaining a stable management team in a competitive market.

 

In the first quarter of the applicable year, the Committee approves a long-term incentive dollar target for each named executive officer based upon a percentage of base salary, with such target tailored to the median of the blended peer group (although the Committee may consider other retention or performance considerations). The long-term incentive dollar targets are principally based on market data and recommendations from Mr. Gershenson. In 2007, the Committee approved long-term incentive targets of 75% to 120% of base salary for the named executive officers, which generally is consistent with the historical LTI Program.

 

The long-term incentive dollar target is then divided into three components: stock option grants, cash target awards and restricted stock target awards. In 2007, the Committee determined that stock option grants, cash target awards and restricted stock target awards would be 25%, 25% and 50%, respectively, of the long-term incentive dollar target, which is consistent with the historical LTI Program. The purpose of the cash award is to allow participants to cover the expected tax liability each year when the restricted stock grants vest. Stock options and restricted stock are issued under the shareholder-approved 2003 Long-Term Incentive Plan.

Set forth below is the long-term incentive dollar target of the named executive officers in 2006 and 2007 (based on the aggregate cash value approved by the Committee).

 

 

 

 

Stock Options.  Nonqualified stock options are granted on an annual basis with an exercise price equal to the closing price of the Shares on the NYSE on the grant date. The stock options vest one-third per annum beginning on the first anniversary of the grant date. Each stock option represents the right to purchase one Share and has a term of ten years. Stock option grants made in 2007 are set forth in the “Grants of Plan-Based Awards in 2007” table.

 

Restricted Stock Awards and Cash Awards.  The restricted stock award and cash award are earned based on the achievement of specific performance measures over a period of three calendar years (with such measures established by the Committee at the beginning of the three-year period). For awards made in 2004 (2004-2006 performance period) and 2005 (2005-2007 performance period), there were three performance measures utilized: adjusted EBITDA return on assets (30% weighting), growth in funds from operations (FFO) (30% weighting) and relative total shareholder return (40% weighting). In 2006, based upon Mercer’s recommendation, the Committee eliminated total shareholder return as a component due to the significant accounting implications; as such, the first two components were weighted 50% each. In 2007, the Committee weighted the FFO growth component at 60% and the adjusted EBITDA return on assets component at 40% primarily because it believed the FFO growth component was better understood by employees and utilized more by analysts and shareholders in evaluating the Trust’s performance. The Committee has discretion to adjust the performance measures during the performance period for unusual or nonrecurring events affecting the Trust or its financial statements or changes in applicable laws, regulations or accounting principles. Upon completion of the performance period, the Committee compares actual performance against the target performance levels. Generally, the Committee approves minimum, target and maximum performance levels such that the relative difficulty of achieving such measures is consistent from year to year. For awards made in 2004 and 2005, participants received 38% and 0% of their target awards, respectively.

 

The cash target award is 25% of the long-term incentive dollar target, and the satisfaction of the threshold, target and maximum performance measures result in actual cash payouts of 50%, 100% and 150% (with pro-ration), respectively, of such dollar target. The restricted stock target award equals 50% of the long-term incentive dollar target divided by the closing price of the Shares on the award date. The satisfaction of the threshold, target and maximum performance measures results in actual restricted share grants of 50%, 100% and 150% (with pro-ration), respectively, of the restricted share target award.

 

The grant date and vesting periods for the awards are as follows: (i) the restricted stock will be granted generally at the first Committee meeting following the end of the performance period and such restricted stock will vest one-third per annum beginning on the first anniversary of the grant date; and (ii) the cash award also will vest one-third per annum beginning on the first anniversary of the restricted stock grant date. Each share of restricted stock represents the right to receive one Share upon vesting. The holder of the restricted stock has all the rights of a holder of Shares (other than free transfer rights), including voting rights and cash dividend rights.

 

With respect to the 2005 awards, none of the performance measures were satisfied as of December 31, 2007 and therefore no actual cash payouts or restricted stock grants will be made with respect to the 2005 awards. Therefore, the Stock Awards column of the “Summary Compensation Table” includes negative expense in 2007 related to such awards. The 2006 awards (2006-2008 performance period) are reflected in the “Outstanding Equity Awards at December 31, 2007” table, and the 2007 awards are reflected in the “Grants of Plan-Based Awards in 2007” and “Outstanding Equity Awards at December 31, 2007” table.

2008 Awards.  In March 2008, the Committee determined to substantially revise the LTI Program primarily to reduce its complexity and thereby improve its effectiveness. Beginning in 2008, LTI Program will consist of service-based restricted stock and performance shares. In 2008, the Committee determined that restricted stock grants and performance share target awards each would be 50% of the long-term incentive dollar target.

 

The restricted stock grant equals 50% of the long-term incentive dollar target divided by the closing price of the Shares on the business day immediately prior to the award date. The restricted stock will have service-based conditions only, with vesting in equal installments over five years. The holder of the restricted stock has all the rights of a holder of Shares (other than free transfer rights), including voting rights and cash dividend rights.

 

The performance shares will operate in similar fashion to the restricted stock awards in prior award periods under the prior LTI Program. Specifically, the performance shares will be earned based on the achievement of specific performance measures over a period of three calendar years (with such measures established by the Committee at the beginning of the three-year period). For awards made in 2008, the sole performance measure is FFO growth. The Committee has discretion to adjust the performance measures during the performance period for unusual or nonrecurring events affecting the Trust or its financial statements or changes in applicable laws, regulations or accounting principles. The performance share target award equals 50% of the long-term incentive dollar target divided by the closing price of the Shares on the business day immediately prior to the award date. Upon completion of the performance period, the Committee will compare actual performance against the target performance levels. The satisfaction of the threshold, target and maximum performance measures results in actual performance share grants of 50%, 100% and 150% (with pro-ration), respectively, of the performance share target awards. The performance shares will be granted generally at the first Committee meeting following the end of the performance period, with 50% vesting immediately and 50% vesting on the first anniversary of the grant date. Each performance share represents the right to receive one Share upon vesting. The holder of the performance shares has no rights of a holder of Shares until the Shares are actually granted.

 

Perquisites and Other Personal Benefits

 

The Trust historically provides named executive officers with perquisites and other personal benefits that the Committee believes are reasonable and consistent with its overall compensation program to enable the Trust to attract and retain employees for key positions. Mr. Gershenson periodically reviews existing perquisites and other personal benefits provided to named executive officers and recommends material changes, if any, to the Committee for approval. See the “Summary Compensation Table” for a description of certain perquisites provided to named executive officers in 2007.

 

Deferred Stock

 

Messrs. Gershenson, Smith and Zantello are party to deferral agreements with the Trust whereby they irrevocably committed to defer the gain on the exercise of specified stock options. See “Executive Compensation Tables — Potential Payments Upon Termination or Change-in-Control — Trust Share-Based Plans — Deferred Stock” for additional information.

 

Contingent Compensation

 

The Trust has entered into employment agreements with Messrs. Gershenson and Litzler which provide for specified severance benefits, including a termination upon a change of control. Mr. Gershenson’s agreement includes a full tax gross-up regarding change of control payments.

 

In addition, effective July 10, 2007, the Trust established a Change of Control policy for the benefit of the executive officers of the Trust. The policy provides for payments of specified amounts if such person’s employment with the Trust or any subsidiary is terminated in specified circumstances following a change of control, but does not include a tax gross-up. The Trust believes this policy would be instrumental in the success of the Trust in the event of any future hostile takeover bid and will ensure the continued dedication of employees, notwithstanding the possibility, threat or occurrence of a change of control. Further, it is imperative to diminish the inevitable distraction of such employees by virtue of the personal uncertainties and risks created by a pending or threatened change of control, and to provide such employees with compensation and benefits upon a change of control that ensure that

such employees’ compensation and benefits expectations are satisfied. Finally, many competitors have change of control arrangements with named executive officers and such policy ensures the Trust will be competitive in its compensation program. See “Executive Compensation Tables — Potential Payments Upon Termination or Change-in-Control” for further information.

 

Customary Benefits

 

The Trust also provides customary benefits such as medical, dental and life insurance and disability coverage, as well as vacation and paid holidays, to each named executive officer, which is generally provided to all other eligible employees.

 

Timing and Pricing of Share-Based Grants

 

The Trust does not coordinate the timing of share-based grants with the release of material non-public information. Annual stock option or restricted stock grants for executive officers and other employees are generally made at the first Committee meeting each year with a grant date as of such approval or shortly thereafter. Further, restricted stock awards that are subject to three-year performance measures are generally granted at the first Committee meeting of the year following satisfaction of such performance measures. The Committee generally establishes dates for regularly scheduled meetings at least a year in advance.

 

In accordance with the Trust’s compensation plans, the exercise price of each stock option is the closing price of the Shares (as reported by the NYSE) on the grant date (which date is not earlier than the date the Committee approved such grant). The Committee is prohibited from repricing options, both directly (by lowering the exercise price) and indirectly (by canceling an outstanding option and granting a replacement stock option with a lower exercise price), without shareholder approval.

 

Policy Regarding Retroactive Adjustment

 

The Committee does not have a formal policy regarding whether it will make retroactive adjustments to, or attempt to recover, cash or share-based incentive compensation granted or paid to executive officers in which the payment was predicated upon the achievement of certain financial results that are subsequently the subject of a restatement. The Committee may seek to recover any amount determined to have been inappropriately received by the executive officers to the extent permitted by applicable law.

 

Tax and Accounting Implications

 

Deductibility of Executive Compensation.  The Committee has reviewed the Trust’s compensation policies in light of Section 162(m) of the Internal Revenue Code of 1986, as amended (“IRC”), which generally limits deductions by a publicly-held corporation for compensation paid to certain executive officers to $1,000,000 per annum, subject to specified exceptions (the most significant of which is performance-based compensation), and has determined that the compensation levels of the Trust’s executive officers were not at a level that would be affected by such provisions. The Committee intends to continue to review the application of Section 162(m) with respect to any future compensation arrangements considered by the Trust.

 

Nonqualified Deferred Compensation.  Section 409A of the Code provides that amounts deferred under nonqualified deferred compensation arrangements will be included in an employee’s income when vested unless certain conditions are met. If the certain conditions are not satisfied, amounts subject to such arrangements will be immediately taxable and employees will be subject to income tax penalties and interest to the extent such taxes were not timely paid. All of the Trust’s employment and severance arrangements and benefit plans are or will be intended to meet the requirements of Section 409A to allow for deferral without immediate taxation, penalty or interest. For further discussion of the Trust’s nonqualified deferred compensation arrangements, see “2007 Compensation Components for Named Executive Officers — Deferred Stock.”

 

Change of Control Payments.  Section 280G of the IRC disallows a company’s tax deduction for “excess parachute payments,” generally defined as payments to specified persons that are contingent upon a change of control in an amount equal to or greater than three times the person’s base amount (the five-year average of

Form W-2 compensation). Additionally, IRC Section 4999 imposes a 20% excise tax on any person who receives such excess parachute payments.

 

The Trust’s share-based plans entitle participants to payments in connection with a change of control that may result in excess parachute payments. Further, Messrs. Gershenson’s and Litzler’s employment agreement, along with the Change of Control policy for the benefit of executive officers, entitle such persons to payments upon termination of their employment following a change of control that may qualify as excess parachute payments. As noted earlier, Mr. Gershenson’s employment agreement provides for a full tax-gross up on benefits that exceed limits set forth in Section 280G of the IRC.

 

Accounting for Stock-Based Compensation.  Beginning on January 1, 2006, the Trust began accounting for share-based payments in accordance with the requirements of FASB Statement No. 123(R), “Share-Based Payment.”

 

The Compensation Committee of the Trust has reviewed and discussed the Compensation Discussion and Analysis (CD&A) in this proxy statement with management, including the Chief Executive Officer. Based on such review and discussion, the Compensation Committee recommended to the Board of Trustees that the CD&A be included in the Trust’s annual report on Form 10-K for the year ended December 31, 2007 and the proxy statement for the 2008 annual meeting of shareholders.

 

The Compensation Committee

 

Arthur H. Goldberg (Chairman)
Stephen R. Blank
Robert A. Meister

 

None of the members of the Compensation Committee is or has been an officer or an employee of the Trust. In addition, during 2007, none of the Trust’s executive officers served on the board of directors or compensation committee (or committee performing equivalent functions) of any other company that had one or more executive officers serving on the Trust’s Board of Trustees or Compensation Committee.

 

The table below summarizes the total compensation paid or earned by each of the named executive officers in 2007 and 2006.

 

 

 

 

 

 

 

 

		Award/Grant Date				2007				2006
Name		(Month)		Purpose		Expense ($)				Expense ($)
Dennis E. Gershenson		March 2004		LTI Program		$	17,143			$	17,143
		April 2005		LTI Program			(11,812	)			27,487
		February 2006		LTI Program			(34,564	)			34,564
		March 2007		LTI Program			37,602				—
		March 2007		Bonus Stock			104,806				—
Total							113,175				79,194
Richard J. Smith		March 2004		LTI Program			10,322				10,322
		April 2005		LTI Program			(6,496	)			15,116
		February 2006		LTI Program			(18,942	)			18,942
		March 2007		LTI Program			20,262				—
Total							5,146				44,380
Thomas W. Litzler		February 2006		LTI Program			(19,070	)			19,070
		June 2006		Signing Bonus Grant			27,905				61,000
		March 2007		LTI Program			19,484				—
Total							28,319				80,070
Frederick A. Zantello		March 2004		LTI Program			8,605				8,605
		April 2005		LTI Program			(6,313	)			14,691
		February 2006		LTI Program			(18,741	)			18,741
		March 2007		LTI Program			19,236				—
Total							2,787				42,037
Michael J. Sullivan		March 2007		LTI Program			12,718				N/A
Total							12,718				N/A

 

 

		Grant Date		2007				2006
Name		(Month)		Expense ($)				Expense ($)
Dennis E. Gershenson		March 2004		$	—			$	1,790
		April 2005			5,072				8,817
		February 2006			12,754				28,059
		March 2007			60,534				—
Total					78,360				38,666
Richard J. Smith		March 2004			—				1,078
		April 2005			2,789				4,849
		February 2006			6,990				15,377
		March 2007			32,222				—
Total					42,001				21,304
Thomas W. Litzler		February 2006			7,037				15,481
		March 2007			20,437				—
Total					27,474				15,481
Frederick A. Zantello		March 2004			—				898
		April 2005			2,711				4,712
		February 2006			6,916				15,214
		March 2007			24,034				—
Total					33,661				20,824
Michael J. Sullivan		February 2006			4,174				N/A
		March 2007			13,080				N/A
Total					17,254				N/A

 

 

The following table provides information about equity and non-equity awards made to the named executive officers in 2007.

 

 

 

The following table provides information on the current holdings of stock option and stock awards by the named executive officers as of December 31, 2007.

 

 

 

 

		2006-2008				2007-2009
Name		Performance Period				Performance Period
Dennis E. Gershenson			3,502				3,227
Richard J. Smith			1,919				1,739
Thomas W. Litzler			1,932				1,672
Frederick A. Zantello			1,899				1,651
Michael J. Sullivan			1,146				1,092