SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): March
27, 2008
CAPITAL TRUST,
INC.
(Exact
Name of Registrant as specified in its charter)
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Maryland
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1-14788
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94-6181186
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(State or other jurisdiction
of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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410 Park Avenue, 14th Floor,
New York, NY 10022
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code: (212)
655-0220
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(e) On
March 27, 2008, the compensation committee (the “Committee”) of the board of
directors (the “Board”) of Capital Trust, Inc. (the “Company”) approved
performance objectives for purposes of determining 2008 incentive compensation
for John R. Klopp, the Company’s chief executive officer, Stephen D. Plavin, the
Company’s chief operating officer and Geoffrey G. Jervis, the Company’s chief
financial officer, pursuant to their respective employment agreements with the
Company.
Mr. Klopp’s employment agreement with
the Company (the “Klopp Agreement”) provides for an annual opportunity to earn a
cash bonus ranging from 100% of base salary at threshold performance to 200% of
base salary at maximum performance, with a target of 150% of base salary at
target performance. In addition, the Klopp Agreement provides for an
annual opportunity to earn shares of restricted stock and performance stock,
subject to future vesting, with a value ranging from $250,000 at threshold
performance to $750,000 at maximum performance, with a target of $500,000 at
target performance. The restricted stock component of this grant,
representing 50% of the shares that may be earned, is subject to time vesting in
equal installments over the three year period commencing on January 1, 2009 and
ending on December 31, 2012 and the performance stock component, representing
50% of the shares that may be earned, is subject to performance vesting on
December 31, 2012 provided that the total shareholder return during the vesting
period is at least 13% per annum.
Mr. Plavin’s employment agreement with
the Company provides for an annual opportunity to earn a cash bonus ranging from
100% of base salary at threshold performance to 200% of base salary at maximum
performance, with a target of 150% of base salary at target
performance.
Mr. Jervis’ employment agreement with
the Company provides for an annual opportunity to earn a cash bonus ranging from
100% of base salary at threshold performance to 200% of base salary at maximum
performance, with a target of 150% of base salary at target
performance.
The
Committee approved the Company performance objectives for 2008 and the relative
weights assigned to them (which vary by officer) that will be used to determine
the amount of cash bonuses (and in the case of Mr. Klopp the amount of
restricted and performance stock) earned by the officers based upon the
achievement of threshold, target and maximum performance levels specified by the
Committee.
The
Committee determined that performance measures for 2008 would be (i) adjusted
net income, (ii) dividends per share, (iii) fund equity raised, (iv) liability
management, (v) portfolio credit performance, and (vi) gross
originations. For (i) and (ii), the performance objectives carry
weights of 20% for each of Mr. Klopp, Mr. Plavin and Mr. Jervis. For
(iii) and (iv), the performance objectives carry weights of 15% for Mr. Klopp,
20% for Mr. Jervis and 10% for Mr. Plavin. For (v) and (vi), the
performance objectives carry weights of 15% for Mr. Klopp, 20% for Mr. Plavin
and 10% for Mr. Jervis.
The
amounts to be awarded are calculated pursuant to a formula that applies the
weights to the performance level obtained in 2008, with interpolation between
threshold and target levels and between target and maximum levels.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CAPITAL TRUST,
INC. |
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By: |
/s/
Geoffrey G. Jervis |
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Name: Geoffrey
G. Jervis |
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Title: Chief
Financial Officer |
Date:
April 1, 2008