Definitive proxy statements

Pay vs Performance Disclosure

v3.24.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]        
Pay vs Performance [Table Text Block]

Pay Versus Performance

 

In accordance with rules adopted by the Securities and Exchange Commission, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

 

       Summary             Average
Summary
Compensation
     Average
Compensation
     Value of Initial Fixed $100
Investment based on:(4)
             
Year   Compensation
Table Total for
PEO(1)
($)
  Compensation
Actually Paid
to PEO(1)(2)(3)
($)
  Table Total
for Non-PEO
NEOs(1)
($)
  Actually Paid
to Non-PEO
NEOs(1)(2)(3)
($)
  TSR
($)
  Peer Group
TSR
($)
  Net
Income(5)
($ Millions)
  Adjusted
EBITDA(6)
($ Millions)
2023   13,049,808   32,135,116   6,197,654   8,375,169   182.23   104.72   552   1,694
2022   37,245,853   (19,023,223 ) 3,705,930   (4,976,312 ) 142.15   94.38   700   1,722
2021   16,065,575   84,901,421   3,997,020   13,836,953   212.44   116.82   749   1,670
2020   13,701,224   50,134,364   3,470,581   8,371,189   139.00   86.25   526   1,495

(1) The PEO for each year was Mark W. Begor. The individuals comprising the Non-PEO NEOs for each year are listed below.

 

2020-2021 2022 2023
John W. Gamble, Jr. John W. Gamble, Jr. John W. Gamble, Jr.
Rodolfo O. Ploder Rodolfo O. Ploder Rodolfo O. Ploder
Sid Singh Sid Singh Bryson R. Koehler
Bryson R. Koehler Bryson R. Koehler Todd Horvath
  John J. Kelley III  

 

(2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below.
(3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

 

Year   Summary
Compensation
Table Total for
PEO
($)
  Exclusion of
Change in
Pension Value for
PEO
($)
  Exclusion of
Stock Awards and
Option Awards
for PEO
($)
  Inclusion
of Pension
Service Cost
for PEO
($)
  Inclusion of
Equity Values
for PEO
($)
  Compensation
Actually Paid to
PEO
($)
2023   13,049,808     (10,100,052)     29,185,360   32,135,116

 

 

Year     Average Summary
Compensation
Table Total for Non-
PEO NEOs
($)
    Average Exclusion of
Change in Pension
Value for Non-PEO
NEOs
($)
    Average Exclusion
of Stock Awards
and Option
Awards for Non-
PEO NEOs
($)
    Average
Inclusion of
Pension Service
Cost for Non-PEO
NEOs
($)
    Average Inclusion
of Equity Values for
Non-PEO NEOs
($)
    Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2023   6,197,654   (265,575)   (4,550,042)   223,150   6,769,982   8,375,169

 

 

The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

 

Year     Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for PEO
($)
    Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested Equity
Awards for PEO
($)
    Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for PEO
($)
    Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for PEO
($)
    Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year
for PEO
($)
    Value of
Dividends
or Other
Earnings Paid
on Equity
Awards Not
Otherwise
Included for
PEO
($)
    Total - Inclusion of
Equity Values for
PEO
($)
2023   12,983,733   15,637,230     564,397       29,185,360

 

                             
Year   Average
Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)
  Average Change
in Fair Value
from Last Day
of Prior Year to
Last Day of Year
of Unvested
Equity Awards
for Non-PEO
NEOs
($)
  Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for Non-
PEO NEOs
($)
  Average Change
in Fair Value
from Last Day
of Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for Non-
PEO NEOs
($)
  Average Fair
Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
  Average Value
of Dividends
or Other
Earnings Paid
on Equity
Awards Not
Otherwise
Included for
Non-PEO
NEOs
($)
  Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
2023   5,959,470   736,953     73,559       6,769,982

(4) The Peer Group TSR set forth in this table utilizes the S&P 500 Banks Index (Industry Group), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Banks Index (Industry Group), respectively. Historical stock performance is not necessarily indicative of future stock performance.

(5) This column presents the Company’s consolidated net income as reported in our Form 10-K for each covered year.
(6) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is defined in Annex A to this Proxy Statement.
     
Company Selected Measure Name Adjusted EBITDA      
Named Executive Officers, Footnote [Text Block]

(1) The PEO for each year was Mark W. Begor. The individuals comprising the Non-PEO NEOs for each year are listed below.

 

2020-2021 2022 2023
John W. Gamble, Jr. John W. Gamble, Jr. John W. Gamble, Jr.
Rodolfo O. Ploder Rodolfo O. Ploder Rodolfo O. Ploder
Sid Singh Sid Singh Bryson R. Koehler
Bryson R. Koehler Bryson R. Koehler Todd Horvath
  John J. Kelley III  
     
Peer Group Issuers, Footnote [Text Block]

(4) The Peer Group TSR set forth in this table utilizes the S&P 500 Banks Index (Industry Group), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Banks Index (Industry Group), respectively. Historical stock performance is not necessarily indicative of future stock performance.
     
PEO Total Compensation Amount [1] $ 13,049,808 $ 37,245,853 $ 16,065,575 $ 13,701,224
PEO Actually Paid Compensation Amount [1],[2],[3] $ 32,135,116 (19,023,223) 84,901,421 50,134,364
Adjustment To PEO Compensation, Footnote [Text Block]

 

Year   Summary
Compensation
Table Total for
PEO
($)
  Exclusion of
Change in
Pension Value for
PEO
($)
  Exclusion of
Stock Awards and
Option Awards
for PEO
($)
  Inclusion
of Pension
Service Cost
for PEO
($)
  Inclusion of
Equity Values
for PEO
($)
  Compensation
Actually Paid to
PEO
($)
2023   13,049,808     (10,100,052)     29,185,360   32,135,116

 

Year     Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for PEO
($)
    Change in Fair
Value from Last
Day of Prior
Year to Last
Day of Year of
Unvested Equity
Awards for PEO
($)
    Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for PEO
($)
    Change in Fair
Value from
Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for PEO
($)
    Fair Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year
for PEO
($)
    Value of
Dividends
or Other
Earnings Paid
on Equity
Awards Not
Otherwise
Included for
PEO
($)
    Total - Inclusion of
Equity Values for
PEO
($)
2023   12,983,733   15,637,230     564,397       29,185,360
     
Non-PEO NEO Average Total Compensation Amount [1] $ 6,197,654 3,705,930 3,997,020 3,470,581
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2],[3] $ 8,375,169 (4,976,312) 13,836,953 8,371,189
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

 

Year     Average Summary
Compensation
Table Total for Non-
PEO NEOs
($)
    Average Exclusion of
Change in Pension
Value for Non-PEO
NEOs
($)
    Average Exclusion
of Stock Awards
and Option
Awards for Non-
PEO NEOs
($)
    Average
Inclusion of
Pension Service
Cost for Non-PEO
NEOs
($)
    Average Inclusion
of Equity Values for
Non-PEO NEOs
($)
    Average
Compensation
Actually Paid to
Non-PEO NEOs
($)
2023   6,197,654   (265,575)   (4,550,042)   223,150   6,769,982   8,375,169

 

                             
Year   Average
Year-End Fair
Value of Equity
Awards Granted
During Year
That Remained
Unvested as of
Last Day of Year
for Non-PEO
NEOs
($)
  Average Change
in Fair Value
from Last Day
of Prior Year to
Last Day of Year
of Unvested
Equity Awards
for Non-PEO
NEOs
($)
  Average
Vesting-Date
Fair Value of
Equity Awards
Granted During
Year that
Vested During
Year for Non-
PEO NEOs
($)
  Average Change
in Fair Value
from Last Day
of Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for Non-
PEO NEOs
($)
  Average Fair
Value at
Last Day of
Prior Year of
Equity Awards
Forfeited
During Year
for Non-PEO
NEOs
($)
  Average Value
of Dividends
or Other
Earnings Paid
on Equity
Awards Not
Otherwise
Included for
Non-PEO
NEOs
($)
  Total - Average
Inclusion of
Equity Values for
Non-PEO NEOs
($)
2023   5,959,470   736,953     73,559       6,769,982

     
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Relationship Between Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.

 

PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

 

&

     
Compensation Actually Paid vs. Net Income [Text Block]

Relationship Between Compensation Actually Paid and Net Income

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our Consolidated Net Income during the four most recently completed fiscal years.

 

PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income

 

     
Compensation Actually Paid vs. Company Selected Measure [Text Block]

Relationship Between Compensation Actually Paid and Adjusted EBITDA

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted EBITDA during the four most recently completed fiscal years.

 

PEO and Average Non-PEO NEO Compensation Actually Paid Versus Adjusted EBITDA

 

     
Total Shareholder Return Vs Peer Group [Text Block]

Relationship Between Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

 

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.

 

PEO and Average Non-PEO NEO Compensation Actually Paid Versus TSR

 

     
Tabular List [Table Text Block]

Tabular List of Most Important Financial Performance Measures

 

The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.

 

Adjusted EBITDA
Revenue
TSR
Relative TSR
     
Total Shareholder Return Amount [4] $ 182.23 142.15 212.44 139.00
Peer Group Total Shareholder Return Amount [4] 104.72 94.38 116.82 86.25
Net Income (Loss) Attributable to Parent [5] $ 552,000,000 $ 700,000,000 $ 749,000,000 $ 526,000,000
Company Selected Measure Amount [6] 1,694,000,000 1,722,000,000 1,670,000,000 1,495,000,000
PEO Name Mark W. Begor Mark W. Begor Mark W. Begor Mark W. Begor
Measure [Axis]: 1        
Pay vs Performance Disclosure [Table]        
Measure Name Adjusted EBITDA      
Measure [Axis]: 2        
Pay vs Performance Disclosure [Table]        
Measure Name Revenue      
Measure [Axis]: 3        
Pay vs Performance Disclosure [Table]        
Measure Name TSR      
Measure [Axis]: 4        
Pay vs Performance Disclosure [Table]        
Measure Name Relative TSR      
PEO [Member] | Exclusion of Change in Pension Value        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount      
PEO [Member] | Exclusion of Stock Awards and Option Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (10,100,052)      
PEO [Member] | Inclusion of Pension Service Cost        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount      
PEO [Member] | Inclusion of Equity Values        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 29,185,360      
PEO [Member] | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 12,983,733      
PEO [Member] | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 15,637,230      
PEO [Member] | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount      
PEO [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 564,397      
PEO [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount      
PEO [Member] | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount      
Non-PEO NEO [Member] | Average Exclusion of Change in Pension Value        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (265,575)      
Non-PEO NEO [Member] | Average Exclusion of Stock Awards and Option Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount (4,550,042)      
Non-PEO NEO [Member] | Average Inclusion of Pension Service Cost        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 223,150      
Non-PEO NEO [Member] | Average Inclusion of Equity Values        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 6,769,982      
Non-PEO NEO [Member] | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 5,959,470      
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 736,953      
Non-PEO NEO [Member] | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount      
Non-PEO NEO [Member] | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount 73,559      
Non-PEO NEO [Member] | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount      
Non-PEO NEO [Member] | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included        
Pay vs Performance Disclosure [Table]        
Adjustment to Compensation Amount      
[1] The PEO for each year was Mark W. Begor. The individuals comprising the Non-PEO NEOs for each year are listed below.
[2] Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.
[3] The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below.
[4] The Peer Group TSR set forth in this table utilizes the S&P 500 Banks Index (Industry Group), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P 500 Banks Index (Industry Group), respectively. Historical stock performance is not necessarily indicative of future stock performance.
[5] This column presents the Company’s consolidated net income as reported in our Form 10-K for each covered year.
[6] We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022, 2021, and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted EBITDA is defined in Annex A to this Proxy Statement.