www.sec.gov/Archives/edgar/data/1302343/0000950144-08-0 -
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Published on: 4/9/2008
Last Visited: 4/10/2008
Thomas Trubiana
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The shares shown as beneficially owned by Mr. Trubiana include 10,000 shares of restricted common stock that vest ratably over five years.
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A Form 4 filed on behalf of Mr. Trubiana on April 3, 2007 for a grant of immediately vesting restricted stock pursuant to his employment agreement on March 1, 2007.
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Thomas Trubiana, age 56, is the Chief Investment Officer and Senior Vice President.Mr. Trubiana served as Senior Vice President of Development of AODC, our development company, from February 2005 until December 31, 2006.He served as a financial advisor to Eagle Strategies Corporation from June 2004 until joining us in February 2005.Mr. Trubiana served as President of American Campus Communities, Inc. from July 1997 until October 2003.Prior to serving as President of American Campus Communities, Mr. Trubiana served as Senior Vice President of Management Services for Cardinal/Lexford Realty Services.Mr. Trubiana began his career as a resident assistant at Allen & O'Hara in 1972, and was promoted to general manager, regional manager and finally director of development, before leaving Allen & O'Hara in 1987.
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However, Mr. Trubiana also received a promotion and a raise from $140,000 to $170,000 effective January 1, 2007 to reflect his new role and responsibilities.
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Although we entered into new employment agreements effective January 1, 2008 (discussed below), base salaries in 2007 were based upon prior employment agreements effective as of January 31, 2005 (March 1, 2005 for Mr. Trubiana), with each of our Named Executive Officers.Each of the employment agreements provided for a three-year term, expiring on January 31, 2008 (March 1, 2008 for Mr. Trubiana), and automatically extended for additional one-year periods unless either party terminates the agreement by providing prior written notice to the other party not later than 60 days prior to the expiration thereof.The employment agreements provided for an annual base salary of $300,000, $225,000, $175,000, $140,000 and $135,000 for Messrs.Bower, Brown, Cardwell, Harris and Trubiana, respectively, subject in each case to an annual increase in accordance with our normal executive compensation practices as approved annually by our Board of Directors.
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Bower, Brown, Cardwell, Harris and Trubiana, respectively.
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Harris and Trubiana were eligible for a bonus award under the Student Housing Development Bonus Program (discussed below); however, they may only receive the maximum of the greater of the two.Bonuses under the Student Housing Development Bonus Plan are paid on a quarterly basis while awards under the Incentive Compensation Plan for Executive Officers are paid annually.If, at the end of the year, Mr. Harris or Mr. Trubiana, has received bonuses under this plan exceeding the amount that the Compensation Committee determined he should be awarded under the Incentive Compensation Plan for Executive Officers, he will not receive a bonus under the Incentive Compensation Plan for Executive Officers.However, if the amount of the bonuses received under the Student Housing Development Bonus Plan by Mr. Harris or Mr. Trubiana were less than the amount that the Compensation Committee determined he should be awarded under the Incentive Compensation Plan for Executive Officers, they would receive the difference between the two pursuant to the Incentive Compensation Plan for Executive Officers.As of January 1, 2008, Mr. Trubiana is no longer eligible to participate in the Student Housing Bonus Plan.
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At the February 20, 2008 Compensation Committee meeting, the Compensation Committee awarded bonuses related to 2007 performance to Messrs.Bower, Brown, Cardwell, Harris and Trubiana of $175,000, $212,625, $168,210, $117,498, and $112,838 respectively.
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During 2007, Mr. Trubiana received $38,291 under the Student Housing Bonus Plan and the remaining $74,547 of the $112,838 he was eligible for under the Incentive Compensation Plan for Executive Officers. Incentive Compensation Plan for Executive Officers.
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During 2007, Mr. Trubiana moved from the development department to the executive department at which time his target was increased from 50% to 75% of his base salary (50% of which is based upon the performance of EDR and 50% of which is based upon the performance of the executive in light of established goals and objectives).
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Harris and Trubiana were also eligible for the Student Housing Development Bonus Plan.
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During 2007, Mr. Trubiana moved from the development department to the executive department at which time Mr. Trubiana became ineligible to participate further in the Student Housing Development Bonus Plan. Long-Term Compensation.
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