Change in Control, Change in Responsibilities Payments TableEstimated Estimated Value of
Cash Newly Vested
Payments Stock Awards Total
Name ($)(1) ($)(2) ($)
W. Kent Taylor 1,714,249 10,982,400 12,696,649
Chairman, Chief Executive Officer, President
S. Chris Jacobsen 770,253 1,914,880 2,685,133
Chief Marketing Officer
Tonya R. Robinson 754,965 1,689,600 2,444,565
Chief Financial Officer
Doug W. Thompson 1,536,738 4,083,200 5,629,938
Chief Operating Officer
(1) If the employment of any of the Named Executive Officers listed above had been terminated without
cause following a change of control, or if any of the Named Executive Officers listed above had
resigned his or her position for good reason following a change of control, the Named Executive
Officer would have received the amount of his or her then current base salary and target incentive
bonus through the end of the term of the Named Executive Officer’s employment agreement, but not
less than one year. Had a Named Executive Officer’s employment been so terminated on
December 31, 2019, each of Messrs. Taylor, Jacobsen, and Thompson, and Ms. and Robinson would
have received payment through January 7, 2021.
The table below details the estimated payment for each Named Executive Officer.
Total
Estimated
Payments
Name Salary ($) Bonus ($) ($)
W. Kent Taylor 535,068 1,179,181 1,714,249
Chairman, Chief Executive Officer, President
S. Chris Jacobsen 321,041 449,212 770,253
Chief Marketing Officer
Tonya R. Robinson 305,753 449,212 754,965
Chief Financial Officer
Doug W. Thompson 458,630 1,078,108 1,536,738
Chief Operating Officer(2) Each Named Executive Officer’s restricted stock units would have become immediately vested upon a
termination of his or her employment without cause following a change of control, or if any of the
Named Executive Officers had resigned his or her position for good reason following a change of
control. In addition, if any of Messrs. Taylor, Colosi, Jacobsen, and Thompson, and Ms. Robinson had
not yet been granted performance based restricted stock units for the third year of their respective
employment agreement, they would be issued the target number of units set forth in their respective
2018 Employment Agreements and as more particularly identified in the Grants of Plan-Based
Awards Table above for each such year. The amounts shown in this column represent the value of the
restricted stock units at the closing price of our common stock on the last trading day of our fiscal
year ended December 31, 2019, which was $56.32. The number of restricted stock units which would
have vested on that date are shown in ‘‘Outstanding Equity Awards.’’
CEO Pay Ratio
Under Section 953(b) of the Dodd Frank Wall Street Reform and Consumer Protection Act, a U.S.
publicly traded corporation is required to disclose the ratio between their Chief Executive Officer’s annual
total compensation to the total compensation of such corporation’s median employee after excluding the
Chief Executive Officer’s compensation. To identify our median employee, we used the 2019 total cash