Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure |
|
|
|
|
|
Pay vs Performance Disclosure, Table |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary |
|
Average |
|
|
|
|
|
|
|
|
|
|
Summary |
|
|
|
Compensation |
|
Compensation |
|
Value of Initial Fixed $100 |
|
|
|
|
|
|
Compensation |
|
Compensation |
|
Table Total for |
|
Actually Paid to |
|
Investment based on: 4 |
|
|
|
|
|
|
Table Total for |
|
Actually Paid to |
|
Non-PEO |
|
Non-PEO |
|
|
|
Peer Group |
|
Net |
|
Adjusted |
|
|
PEO 1 |
|
PEO 1, 2, 3 |
|
NEOs 1 |
|
NEOs 1, 2, 3 |
|
TSR |
|
TSR |
|
Income 5 |
|
EBITDA 6 |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($ Millions) |
|
($ Millions) |
2024 |
|
14,797,899 |
|
13,122,570 |
|
6,559,117 |
|
6,944,842 |
|
181.88 |
|
117.82 |
|
607 |
|
1,836 |
2023 |
|
13,049,808 |
|
32,135,116 |
|
6,197,654 |
|
8,375,169 |
|
176.48 |
|
97.78 |
|
552 |
|
1,694 |
2022 |
|
37,245,853 |
|
(19,023,223) |
|
3,705,930 |
|
(4,976,312) |
|
138.71 |
|
96.11 |
|
700 |
|
1,722 |
2021 |
|
16,065,575 |
|
84,901,421 |
|
3,997,020 |
|
13,836,953 |
|
208.96 |
|
115.44 |
|
749 |
|
1,670 |
2020 |
|
13,701,224 |
|
50,134,364 |
|
3,470,581 |
|
8,371,189 |
|
137.62 |
|
88.19 |
|
526 |
|
1,495 |
1 |
Mark W. Begor was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year are listed below.
|
|
|
|
|
|
|
|
2020-2021 |
|
2022 |
|
2023 |
|
2024 |
John W. Gamble, Jr. |
|
John W. Gamble, Jr. |
|
John W. Gamble, Jr. |
|
John W. Gamble, Jr. |
Rodolfo O. Ploder |
|
Rodolfo O. Ploder |
|
Rodolfo O. Ploder |
|
Chad M. Borton |
Sid Singh |
|
Sid Singh |
|
Bryson R. Koehler |
|
Todd Horvath |
Bryson R. Koehler |
|
Bryson R. Koehler |
|
Todd Horvath |
|
Jamil Farshchi |
|
|
John J. Kelley III |
|
|
|
Rodolfo O. Ploder |
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary |
|
Exclusion of |
|
Exclusion of |
|
Inclusion |
|
|
|
|
|
|
Compensation |
|
Change in |
|
Stock Awards and |
|
of Pension |
|
Inclusion of |
|
Compensation |
|
|
Table Total for |
|
Pension Value for |
|
Option Awards for |
|
Service Cost for |
|
Equity Values for |
|
Actually Paid to |
|
|
PEO |
|
PEO |
|
PEO |
|
PEO |
|
PEO |
|
PEO |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
14,797,899 |
|
0 |
|
(11,006,200) |
|
0 |
|
9,330,871 |
|
13,122,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Average |
|
Average |
|
Average |
|
|
|
|
|
|
Summary |
|
Exclusion of |
|
Exclusion of |
|
Inclusion of |
|
Average |
|
Average |
|
|
Compensation |
|
Change in |
|
Stock Awards and |
|
Pension |
|
Inclusion of |
|
Compensation |
|
|
Table Total for |
|
Pension Value for |
|
Option Awards for |
|
Service Cost for |
|
Equity Values for |
|
Actually Paid to |
|
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
6,559,117 |
|
(9,460) |
|
(4,890,283) |
|
117,960 |
|
5,170,656 |
|
6,944,842 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Fair |
|
|
|
Value of |
|
|
|
|
Year-End Fair |
|
|
|
|
|
Value from |
|
|
|
Dividends |
|
|
|
|
Value of Equity |
|
Change in Fair |
|
Vesting-Date |
|
Last Day of |
|
Fair Value at |
|
or Other |
|
|
|
|
Awards Granted |
|
Value from Last |
|
Fair Value of |
|
Prior Year to |
|
Last Day of |
|
Earnings Paid |
|
|
|
|
During Year |
|
Day of Prior |
|
Equity Awards |
|
Vesting Date of |
|
Prior Year of |
|
on Equity |
|
|
|
|
That Remained |
|
Year to Last |
|
Granted During |
|
Unvested Equity |
|
Equity Awards |
|
Awards Not |
|
Total - |
|
|
Unvested as of |
|
Day of Year of |
|
Year that |
|
Awards that |
|
Forfeited |
|
Otherwise |
|
Inclusion of |
|
|
Last Day of Year |
|
Unvested Equity |
|
Vested During |
|
Vested During |
|
During Year |
|
Included for |
|
Equity Values for |
|
|
for PEO |
|
Awards for PEO |
|
Year for PEO |
|
Year for PEO |
|
for PEO |
|
PEO |
|
PEO |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
10,356,930 |
|
(1,470,945) |
|
0 |
|
444,886 |
|
0 |
|
0 |
|
9,330,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
Average Change |
|
|
|
Average Value |
|
|
|
|
Year-End Fair |
|
Average Change |
|
Average |
|
in Fair Value |
|
Average Fair |
|
of Dividends |
|
|
|
|
Value of Equity |
|
in Fair Value |
|
Vesting-Date |
|
from Last Day |
|
Value at |
|
or Other |
|
|
|
|
Awards Granted |
|
from Last Day |
|
Fair Value of |
|
of Prior Year to |
|
Last Day of |
|
Earnings Paid |
|
|
|
|
During Year |
|
of Prior Year to |
|
Equity Awards |
|
Vesting Date of |
|
Prior Year of |
|
on Equity |
|
|
|
|
That Remained |
|
Last Day of Year |
|
Granted During |
|
Unvested Equity |
|
Equity Awards |
|
Awards Not |
|
Total - |
|
|
Unvested as of |
|
of Unvested |
|
Year that |
|
Awards that |
|
Forfeited |
|
Otherwise |
|
Average |
|
|
Last Day of |
|
Equity Awards |
|
Vested During |
|
Vested During |
|
During Year |
|
Included for |
|
Inclusion of |
|
|
Year for Non-PEO |
|
for Non-PEO |
|
Year for Non-PEO |
|
Year for Non-PEO |
|
for Non-PEO |
|
Non-PEO |
|
Equity Values for |
|
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
4,977,863 |
|
210,382 |
|
0 |
|
(17,589) |
|
0 |
|
0 |
|
5,170,656 |
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, 2024. 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 2024. Adjusted EBITDA is a non-GAAP financial measure defined in Annex A to this Proxy Statement.
|
|
|
|
|
|
Company Selected Measure Name |
Adjusted EBITDA
|
|
|
|
|
Named Executive Officers, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary |
|
Average |
|
|
|
|
|
|
|
|
|
|
Summary |
|
|
|
Compensation |
|
Compensation |
|
Value of Initial Fixed $100 |
|
|
|
|
|
|
Compensation |
|
Compensation |
|
Table Total for |
|
Actually Paid to |
|
Investment based on: 4 |
|
|
|
|
|
|
Table Total for |
|
Actually Paid to |
|
Non-PEO |
|
Non-PEO |
|
|
|
Peer Group |
|
Net |
|
Adjusted |
|
|
PEO 1 |
|
PEO 1, 2, 3 |
|
NEOs 1 |
|
NEOs 1, 2, 3 |
|
TSR |
|
TSR |
|
Income 5 |
|
EBITDA 6 |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($ Millions) |
|
($ Millions) |
2024 |
|
14,797,899 |
|
13,122,570 |
|
6,559,117 |
|
6,944,842 |
|
181.88 |
|
117.82 |
|
607 |
|
1,836 |
2023 |
|
13,049,808 |
|
32,135,116 |
|
6,197,654 |
|
8,375,169 |
|
176.48 |
|
97.78 |
|
552 |
|
1,694 |
2022 |
|
37,245,853 |
|
(19,023,223) |
|
3,705,930 |
|
(4,976,312) |
|
138.71 |
|
96.11 |
|
700 |
|
1,722 |
2021 |
|
16,065,575 |
|
84,901,421 |
|
3,997,020 |
|
13,836,953 |
|
208.96 |
|
115.44 |
|
749 |
|
1,670 |
2020 |
|
13,701,224 |
|
50,134,364 |
|
3,470,581 |
|
8,371,189 |
|
137.62 |
|
88.19 |
|
526 |
|
1,495 |
1 |
Mark W. Begor was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year are listed below.
|
|
|
|
|
|
|
|
2020-2021 |
|
2022 |
|
2023 |
|
2024 |
John W. Gamble, Jr. |
|
John W. Gamble, Jr. |
|
John W. Gamble, Jr. |
|
John W. Gamble, Jr. |
Rodolfo O. Ploder |
|
Rodolfo O. Ploder |
|
Rodolfo O. Ploder |
|
Chad M. Borton |
Sid Singh |
|
Sid Singh |
|
Bryson R. Koehler |
|
Todd Horvath |
Bryson R. Koehler |
|
Bryson R. Koehler |
|
Todd Horvath |
|
Jamil Farshchi |
|
|
John J. Kelley III |
|
|
|
Rodolfo O. Ploder |
|
|
|
|
|
Peer Group Issuers, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
Average Change |
|
|
|
Average Value |
|
|
|
|
Year-End Fair |
|
Average Change |
|
Average |
|
in Fair Value |
|
Average Fair |
|
of Dividends |
|
|
|
|
Value of Equity |
|
in Fair Value |
|
Vesting-Date |
|
from Last Day |
|
Value at |
|
or Other |
|
|
|
|
Awards Granted |
|
from Last Day |
|
Fair Value of |
|
of Prior Year to |
|
Last Day of |
|
Earnings Paid |
|
|
|
|
During Year |
|
of Prior Year to |
|
Equity Awards |
|
Vesting Date of |
|
Prior Year of |
|
on Equity |
|
|
|
|
That Remained |
|
Last Day of Year |
|
Granted During |
|
Unvested Equity |
|
Equity Awards |
|
Awards Not |
|
Total - |
|
|
Unvested as of |
|
of Unvested |
|
Year that |
|
Awards that |
|
Forfeited |
|
Otherwise |
|
Average |
|
|
Last Day of |
|
Equity Awards |
|
Vested During |
|
Vested During |
|
During Year |
|
Included for |
|
Inclusion of |
|
|
Year for Non-PEO |
|
for Non-PEO |
|
Year for Non-PEO |
|
Year for Non-PEO |
|
for Non-PEO |
|
Non-PEO |
|
Equity Values for |
|
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
4,977,863 |
|
210,382 |
|
0 |
|
(17,589) |
|
0 |
|
0 |
|
5,170,656 |
|
|
|
|
|
PEO Total Compensation Amount |
$ 14,797,899
|
$ 13,049,808
|
$ 37,245,853
|
$ 16,065,575
|
$ 13,701,224
|
PEO Actually Paid Compensation Amount |
$ 13,122,570
|
32,135,116
|
(19,023,223)
|
84,901,421
|
50,134,364
|
Adjustment To PEO Compensation, Footnote |
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary |
|
Exclusion of |
|
Exclusion of |
|
Inclusion |
|
|
|
|
|
|
Compensation |
|
Change in |
|
Stock Awards and |
|
of Pension |
|
Inclusion of |
|
Compensation |
|
|
Table Total for |
|
Pension Value for |
|
Option Awards for |
|
Service Cost for |
|
Equity Values for |
|
Actually Paid to |
|
|
PEO |
|
PEO |
|
PEO |
|
PEO |
|
PEO |
|
PEO |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
14,797,899 |
|
0 |
|
(11,006,200) |
|
0 |
|
9,330,871 |
|
13,122,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Average |
|
Average |
|
Average |
|
|
|
|
|
|
Summary |
|
Exclusion of |
|
Exclusion of |
|
Inclusion of |
|
Average |
|
Average |
|
|
Compensation |
|
Change in |
|
Stock Awards and |
|
Pension |
|
Inclusion of |
|
Compensation |
|
|
Table Total for |
|
Pension Value for |
|
Option Awards for |
|
Service Cost for |
|
Equity Values for |
|
Actually Paid to |
|
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
6,559,117 |
|
(9,460) |
|
(4,890,283) |
|
117,960 |
|
5,170,656 |
|
6,944,842 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Fair |
|
|
|
Value of |
|
|
|
|
Year-End Fair |
|
|
|
|
|
Value from |
|
|
|
Dividends |
|
|
|
|
Value of Equity |
|
Change in Fair |
|
Vesting-Date |
|
Last Day of |
|
Fair Value at |
|
or Other |
|
|
|
|
Awards Granted |
|
Value from Last |
|
Fair Value of |
|
Prior Year to |
|
Last Day of |
|
Earnings Paid |
|
|
|
|
During Year |
|
Day of Prior |
|
Equity Awards |
|
Vesting Date of |
|
Prior Year of |
|
on Equity |
|
|
|
|
That Remained |
|
Year to Last |
|
Granted During |
|
Unvested Equity |
|
Equity Awards |
|
Awards Not |
|
Total - |
|
|
Unvested as of |
|
Day of Year of |
|
Year that |
|
Awards that |
|
Forfeited |
|
Otherwise |
|
Inclusion of |
|
|
Last Day of Year |
|
Unvested Equity |
|
Vested During |
|
Vested During |
|
During Year |
|
Included for |
|
Equity Values for |
|
|
for PEO |
|
Awards for PEO |
|
Year for PEO |
|
Year for PEO |
|
for PEO |
|
PEO |
|
PEO |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
10,356,930 |
|
(1,470,945) |
|
0 |
|
444,886 |
|
0 |
|
0 |
|
9,330,871 |
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 6,559,117
|
6,197,654
|
3,705,930
|
3,997,020
|
3,470,581
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 6,944,842
|
8,375,169
|
(4,976,312)
|
13,836,953
|
8,371,189
|
Adjustment to Non-PEO NEO Compensation Footnote |
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Average |
|
Average |
|
Average |
|
|
|
|
|
|
Summary |
|
Exclusion of |
|
Exclusion of |
|
Inclusion of |
|
Average |
|
Average |
|
|
Compensation |
|
Change in |
|
Stock Awards and |
|
Pension |
|
Inclusion of |
|
Compensation |
|
|
Table Total for |
|
Pension Value for |
|
Option Awards for |
|
Service Cost for |
|
Equity Values for |
|
Actually Paid to |
|
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
6,559,117 |
|
(9,460) |
|
(4,890,283) |
|
117,960 |
|
5,170,656 |
|
6,944,842 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
Average Change |
|
|
|
Average Value |
|
|
|
|
Year-End Fair |
|
Average Change |
|
Average |
|
in Fair Value |
|
Average Fair |
|
of Dividends |
|
|
|
|
Value of Equity |
|
in Fair Value |
|
Vesting-Date |
|
from Last Day |
|
Value at |
|
or Other |
|
|
|
|
Awards Granted |
|
from Last Day |
|
Fair Value of |
|
of Prior Year to |
|
Last Day of |
|
Earnings Paid |
|
|
|
|
During Year |
|
of Prior Year to |
|
Equity Awards |
|
Vesting Date of |
|
Prior Year of |
|
on Equity |
|
|
|
|
That Remained |
|
Last Day of Year |
|
Granted During |
|
Unvested Equity |
|
Equity Awards |
|
Awards Not |
|
Total - |
|
|
Unvested as of |
|
of Unvested |
|
Year that |
|
Awards that |
|
Forfeited |
|
Otherwise |
|
Average |
|
|
Last Day of |
|
Equity Awards |
|
Vested During |
|
Vested During |
|
During Year |
|
Included for |
|
Inclusion of |
|
|
Year for Non-PEO |
|
for Non-PEO |
|
Year for Non-PEO |
|
Year for Non-PEO |
|
for Non-PEO |
|
Non-PEO |
|
Equity Values for |
|
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
4,977,863 |
|
210,382 |
|
0 |
|
(17,589) |
|
0 |
|
0 |
|
5,170,656 |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |

|
|
|
|
|
Compensation Actually Paid vs. Net Income |

|
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |

|
|
|
|
|
Tabular List, Table |
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 2024 to Company performance. The measures in this table are not ranked.
|
Adjusted EBITDA |
Revenue |
TSR |
Relative TSR |
|
|
|
|
|
Total Shareholder Return Amount |
$ 181.88
|
176.48
|
138.71
|
208.96
|
137.62
|
Peer Group Total Shareholder Return Amount |
117.82
|
97.78
|
96.11
|
115.44
|
88.19
|
Net Income (Loss) |
$ 607,000,000
|
$ 552,000,000
|
$ 700,000,000
|
$ 749,000,000
|
$ 526,000,000
|
Company Selected Measure Amount |
1,836,000,000
|
1,694,000,000
|
1,722,000,000
|
1,670,000,000
|
1,495,000,000
|
PEO Name |
Average
|
|
|
|
|
Equity Awards Adjustments, Footnote |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
Average |
|
Average |
|
Average |
|
|
|
|
|
|
Summary |
|
Exclusion of |
|
Exclusion of |
|
Inclusion of |
|
Average |
|
Average |
|
|
Compensation |
|
Change in |
|
Stock Awards and |
|
Pension |
|
Inclusion of |
|
Compensation |
|
|
Table Total for |
|
Pension Value for |
|
Option Awards for |
|
Service Cost for |
|
Equity Values for |
|
Actually Paid to |
|
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
|
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
6,559,117 |
|
(9,460) |
|
(4,890,283) |
|
117,960 |
|
5,170,656 |
|
6,944,842 |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Fair |
|
|
|
Value of |
|
|
|
|
Year-End Fair |
|
|
|
|
|
Value from |
|
|
|
Dividends |
|
|
|
|
Value of Equity |
|
Change in Fair |
|
Vesting-Date |
|
Last Day of |
|
Fair Value at |
|
or Other |
|
|
|
|
Awards Granted |
|
Value from Last |
|
Fair Value of |
|
Prior Year to |
|
Last Day of |
|
Earnings Paid |
|
|
|
|
During Year |
|
Day of Prior |
|
Equity Awards |
|
Vesting Date of |
|
Prior Year of |
|
on Equity |
|
|
|
|
That Remained |
|
Year to Last |
|
Granted During |
|
Unvested Equity |
|
Equity Awards |
|
Awards Not |
|
Total - |
|
|
Unvested as of |
|
Day of Year of |
|
Year that |
|
Awards that |
|
Forfeited |
|
Otherwise |
|
Inclusion of |
|
|
Last Day of Year |
|
Unvested Equity |
|
Vested During |
|
Vested During |
|
During Year |
|
Included for |
|
Equity Values for |
|
|
for PEO |
|
Awards for PEO |
|
Year for PEO |
|
Year for PEO |
|
for PEO |
|
PEO |
|
PEO |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
10,356,930 |
|
(1,470,945) |
|
0 |
|
444,886 |
|
0 |
|
0 |
|
9,330,871 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
Average Change |
|
|
|
Average Value |
|
|
|
|
Year-End Fair |
|
Average Change |
|
Average |
|
in Fair Value |
|
Average Fair |
|
of Dividends |
|
|
|
|
Value of Equity |
|
in Fair Value |
|
Vesting-Date |
|
from Last Day |
|
Value at |
|
or Other |
|
|
|
|
Awards Granted |
|
from Last Day |
|
Fair Value of |
|
of Prior Year to |
|
Last Day of |
|
Earnings Paid |
|
|
|
|
During Year |
|
of Prior Year to |
|
Equity Awards |
|
Vesting Date of |
|
Prior Year of |
|
on Equity |
|
|
|
|
That Remained |
|
Last Day of Year |
|
Granted During |
|
Unvested Equity |
|
Equity Awards |
|
Awards Not |
|
Total - |
|
|
Unvested as of |
|
of Unvested |
|
Year that |
|
Awards that |
|
Forfeited |
|
Otherwise |
|
Average |
|
|
Last Day of |
|
Equity Awards |
|
Vested During |
|
Vested During |
|
During Year |
|
Included for |
|
Inclusion of |
|
|
Year for Non-PEO |
|
for Non-PEO |
|
Year for Non-PEO |
|
Year for Non-PEO |
|
for Non-PEO |
|
Non-PEO |
|
Equity Values for |
|
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
NEOs |
|
Non-PEO NEOs |
Year |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
|
($) |
2024 |
|
4,977,863 |
|
210,382 |
|
0 |
|
(17,589) |
|
0 |
|
0 |
|
5,170,656 |
|
|
|
|
|
Measure:: 1 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Adjusted EBITDA
|
|
|
|
|
Non-GAAP Measure Description |
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 2024. Adjusted EBITDA is a non-GAAP financial measure defined in Annex A to this Proxy Statement.
|
|
|
|
|
|
Measure:: 2 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Revenue
|
|
|
|
|
Measure:: 3 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
TSR
|
|
|
|
|
Measure:: 4 |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Name |
Relative TSR
|
|
|
|
|
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
$ 0
|
|
|
|
|
PEO | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
0
|
|
|
|
|
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(11,006,200)
|
|
|
|
|
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
9,330,871
|
|
|
|
|
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
10,356,930
|
|
|
|
|
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(1,470,945)
|
|
|
|
|
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
0
|
|
|
|
|
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
444,886
|
|
|
|
|
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
0
|
|
|
|
|
PEO | Year End Fair Value Of Prior Year Of Equity Awards Forfeited During The Year End |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
0
|
|
|
|
|
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(9,460)
|
|
|
|
|
Non-PEO NEO | Aggregate Pension Adjustments Service Cost |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
117,960
|
|
|
|
|
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(4,890,283)
|
|
|
|
|
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
5,170,656
|
|
|
|
|
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
4,977,863
|
|
|
|
|
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
210,382
|
|
|
|
|
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
0
|
|
|
|
|
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
(17,589)
|
|
|
|
|
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
0
|
|
|
|
|
Non-PEO NEO | Year End Fair Value Of Prior Year Of Equity Awards Forfeited During The Year End |
|
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
|
Adjustment to Compensation, Amount |
$ 0
|
|
|
|
|