Table:
|  |  | 2019 Annual LTI Grants |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  | Time-vested Restricted Shares or RSUs |  | Performance-based Restricted Shares or RSUs |  |  |
| Named Officer | No. of Shares(1)(3) | Grant Value(1) | No. of Shares(2)(3) | Grant Value(4) | Total Grant Value(4) |
| Current Executives: |  |  |  |  |  |
| Jeffrey K. Storey(5) | 358,884 | $5,040,000 | 538,328 | $7,560,000 | $12,600,000 |
| Indraneel Dev | 76,904 | 1,080,000 | 115,356 | 1,620,000 | 2,700,000 |
| Stacey W. Goff | 56,966 | 800,000 | 85,449 | 1,200,000 | 2,000,000 |
| Scott A. Trezise | 22,786 | 320,000 | 34,180 | 480,000 | 800,000 |
| Shaun. C. Andrews | 21,362 | 300,000 | 32,043 | 450,000 | 750,000 |
Paragraphs:
2019 Annual LTI Grants. Except for Messrs. Dev, Trezise and Andrews, the Committee granted annual LTI
awards to our named executives in February 2019 at amounts substantially similar to the awards granted to
them in 2018. Mr. Dev’s 2019 LTI target was increased to $2,700,000, as previously approved by the Committee
upon his promotion to CFO in November 2018. Mr. Andrews’ 2019 LTI target was increased to $750,000, as
previously approved by the Committee following a review of compensation benchmarking in November 2018. In
February 2019, the Committee reviewed the compensation benchmarking data for all executive officers and
increased Mr. Trezise’s LTI target to $800,000 and left unchanged the LTI target for our other NEOs.
On February 28, 2019, the Committee granted our named executives the following number of (i) restricted shares or RSUs that will vest over a three-year period principally in exchange for continued service (“time-vested restricted shares or RSUs”), (ii) performance-based restricted shares or RSUs that will vest in two equal installments on March 1 of each of 2021 and 2022 based on attainment during the 2019 Performance Period, as defined above, of an Adjusted EBITDA Run Rate target of 0.0% (the “Performance-Vested Shares or RSUs”), as described further above:
(1) Represents the number of restricted shares or RSUs granted in 2019.
(2) As discussed further above, the actual number of shares that vest in the future may be lower or higher, depending on the level of performance achieved.
(3) Dividends on the shares of restricted stock (or, with respect to RSUs, dividend equivalents) will not be paid while unvested, but will accrue and paid or be forfeited in tandem with the vesting of the related shares or RSUs.
(4) For purposes of these grants, we determined both the number of time-vested and performance-based restricted shares or RSUs by dividing the total grant value granted to the executive by the volume-weighted average closing price of a share of our common stock over the 15-trading-day period ending five trading days prior to the grant date (“VWAP”), rounding to the nearest whole share. However, as noted previously, for purposes of reporting these awards in the Summary Compensation Table, our shares of time-vested restricted stock or RSUs are valued based on the closing price of our common stock on the date of grant and our shares of performance-based restricted stock or RSUs are valued as of the grant date based on probable outcomes, as required by applicable accounting and SEC disclosure rules. See footnote 2 to the Summary Compensation Table for more information.
(5) Mr. Storey’s annual grant was in the form of RSUs.
Question:
How was the number of time-vested and performance-based restricted shares or RSUs determined?
Answer: by dividing the total grant value granted to the executive by the volume-weighted average closing price of a share of our common stock over the 15-trading-day period ending five trading days prior to the grant date (“VWAP”), rounding to the nearest whole share