Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2025 |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay Versus Performance Disclosure
In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 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.
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Summary Compensation Table Total for PEO 1
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Compensation Actually Paid to PEO 1, 2, 3
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Average Summary Compensation Table Total for Non-PEO
NEOs 1
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Average Compensation Actually Paid to Non-PEO
NEOs 1,2,3
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Value of Initial Fixed $100 Investment based on: 4
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23,420,134 |
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(3,703,962 |
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6,320,225 |
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2,080,897 |
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116.66 |
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169.26 |
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664 |
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1,935 |
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14,797,899 |
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13,122,570 |
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6,559,117 |
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6,944,842 |
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135.92 |
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150.17 |
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607 |
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1,836 |
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13,049,808 |
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32,135,116 |
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6,197,654 |
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8,375,169 |
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131.10 |
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120.91 |
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552 |
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1,694 |
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37,245,853 |
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(19,023,223 |
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3,705,930 |
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(4,976,312 |
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102.27 |
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114.59 |
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700 |
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1,722 |
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16,065,575 |
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84,901,421 |
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3,997,020 |
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13,836,953 |
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152.84 |
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134.02 |
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749 |
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1,670 |
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1 |
Mark W. Begor was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year are listed below. |
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John W. Gamble, Jr. |
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John W. Gamble, Jr. |
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John W. Gamble, Jr. |
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John W. Gamble, Jr. |
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Rodolfo O. Ploder |
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Rodolfo O. Ploder |
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Chad M. Borton |
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Chad M. Borton |
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Sid Singh |
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Bryson R. Koehler |
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Todd Horvath |
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Todd Horvath |
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Bryson R. Koehler |
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Todd Horvath |
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Jamil Farshchi |
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Jamil Farshchi |
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John J. Kelley III |
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Rodolfo O. Ploder |
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Julia A. Houston |
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John Kelley |
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. |
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Summary Compensation Table Total for PEO ($) |
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Exclusion of Change in Pension Value for PEO ($) |
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Exclusion of Stock Awards and Option Awards for PEO ($) |
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Inclusion of Pension Service Cost for PEO ($) |
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Inclusion of Equity Values for PEO ($) |
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Compensation Actually Paid to PEO ($) |
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23,420,134 |
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— |
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(18,413,240 |
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— |
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(8,710,856 |
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(3,703,962 |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) |
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Average Exclusion of Change in Pension Value for Non-PEO
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Average Exclusion of Stock Awards for Non-PEO
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Average Inclusion of Pension Service Cost for Non-PEO
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Average Inclusion of Equity Values for Non-PEO NEOs ($) |
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Average Compensation Actually Paid to Non-PEO NEOs ($) |
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6,320,225 |
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(103,483 |
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(3,431,726 |
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99,417 |
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(803,536 |
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2,080,897 |
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The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
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Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) |
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Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) |
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Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) |
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Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) |
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Total - Inclusion
of Equity Values for PEO ($) |
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13,208,360 |
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(7,599,005 |
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— |
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(14,320,211 |
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— |
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— |
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(8,710,856 |
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Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO
NEOs ($) |
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Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO
NEOs ($) |
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Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO
NEOs ($) |
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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 ($) |
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Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO
NEOs ($) |
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Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO
NEOs ($) |
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Total -Average
Inclusion of Equity Values for Non-PEO
NEOs ($) |
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2,539,066 |
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(1,510,386 |
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15,364 |
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(54,455 |
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(1,793,125 |
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— |
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(803,536 |
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4 |
The Peer Group TSR in this table utilizes the S&P 500 Banks Select Industry Index. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 500 Banks Select Industry respectively. Historical stock performance is not necessarily indicative of future stock performance, and the amounts shown here may differ from TSR figures presented in the Company’s Annual Report to Shareholders. |
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 2025. Adjusted EBITDA is a non-GAAP financial measure defined in Annex A to this Proxy Statement. |
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| Company Selected Measure Name |
Adjusted EBITDA
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| Named Executive Officers, Footnote |
1 |
Mark W. Begor was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year are listed below. |
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John W. Gamble, Jr. |
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John W. Gamble, Jr. |
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John W. Gamble, Jr. |
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John W. Gamble, Jr. |
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Rodolfo O. Ploder |
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Rodolfo O. Ploder |
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Chad M. Borton |
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Chad M. Borton |
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Sid Singh |
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Bryson R. Koehler |
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Todd Horvath |
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Todd Horvath |
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Bryson R. Koehler |
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Todd Horvath |
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Jamil Farshchi |
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Jamil Farshchi |
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John J. Kelley III |
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Rodolfo O. Ploder |
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Julia A. Houston |
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John Kelley |
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| Peer Group Issuers, Footnote |
The Peer Group TSR in this table utilizes the S&P 500 Banks Select Industry Index. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the S&P 500 Banks Select Industry respectively. Historical stock performance is not necessarily indicative of future stock performance, and the amounts shown here may differ from TSR figures presented in the Company’s Annual Report to Shareholders.
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| PEO Total Compensation Amount |
$ 23,420,134
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$ 14,797,899
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$ 13,049,808
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$ 37,245,853
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$ 16,065,575
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| PEO Actually Paid Compensation Amount |
$ (3,703,962)
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13,122,570
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32,135,116
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(19,023,223)
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84,901,421
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| 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. |
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Summary Compensation Table Total for PEO ($) |
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Exclusion of Change in Pension Value for PEO ($) |
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Exclusion of Stock Awards and Option Awards for PEO ($) |
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Inclusion of Pension Service Cost for PEO ($) |
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Inclusion of Equity Values for PEO ($) |
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Compensation Actually Paid to PEO ($) |
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23,420,134 |
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— |
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(18,413,240 |
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— |
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(8,710,856 |
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(3,703,962 |
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Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) |
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Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) |
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Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) |
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Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) |
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Total - Inclusion
of Equity Values for PEO ($) |
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13,208,360 |
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(7,599,005 |
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— |
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(14,320,211 |
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— |
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— |
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(8,710,856 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 6,320,225
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6,559,117
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6,197,654
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3,705,930
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3,997,020
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 2,080,897
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6,944,842
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8,375,169
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(4,976,312)
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13,836,953
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| 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. |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) |
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Average Exclusion of Change in Pension Value for Non-PEO
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Average Exclusion of Stock Awards for Non-PEO
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Average Inclusion of Pension Service Cost for Non-PEO
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Average Inclusion of Equity Values for Non-PEO NEOs ($) |
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Average Compensation Actually Paid to Non-PEO NEOs ($) |
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6,320,225 |
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(103,483 |
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(3,431,726 |
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99,417 |
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(803,536 |
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2,080,897 |
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Average Year- End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO
NEOs ($) |
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Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO
NEOs ($) |
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Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO
NEOs ($) |
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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 ($) |
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Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO
NEOs ($) |
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Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO
NEOs ($) |
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Total -Average
Inclusion of Equity Values for Non-PEO
NEOs ($) |
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2,539,066 |
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(1,510,386 |
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15,364 |
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(54,455 |
) |
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(1,793,125 |
) |
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— |
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(803,536 |
) |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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| Compensation Actually Paid vs. Company Selected Measure |
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
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 other NEOs for 2025 to Company performance. The measures in this table are not ranked.
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| Total Shareholder Return Amount |
$ 116.66
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135.92
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131.1
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102.27
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152.84
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| Peer Group Total Shareholder Return Amount |
169.26
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150.17
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120.91
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114.59
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134.02
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| Net Income (Loss) |
$ 664,000,000
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$ 607,000,000
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$ 552,000,000
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$ 700,000,000
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$ 749,000,000
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| Company Selected Measure Amount |
1,935,000,000
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1,836,000,000
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1,694,000,000
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1,722,000,000
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1,670,000,000
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| PEO Name |
Mark W. Begor
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Adjusted EBITDA
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| Non-GAAP Measure Description |
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 2025. Adjusted EBITDA is a non-GAAP financial measure defined in Annex A to this Proxy Statement.
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Revenue
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
TSR
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| Measure:: 4 |
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| Pay vs Performance Disclosure |
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| Name |
Relative TSR
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| PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
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| PEO | Pension Adjustments Service Cost |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(18,413,240)
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| PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(8,710,856)
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| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
13,208,360
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| PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(7,599,005)
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|
|
| 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 |
(14,320,211)
|
|
|
|
|
| PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| 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
|
|
|
|
|
| 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 |
(103,483)
|
|
|
|
|
| Non-PEO NEO | Pension Adjustments Service Cost |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
99,417
|
|
|
|
|
| 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 |
(3,431,726)
|
|
|
|
|
| Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(803,536)
|
|
|
|
|
| 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 |
2,539,066
|
|
|
|
|
| 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 |
(1,510,386)
|
|
|
|
|
| Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
15,364
|
|
|
|
|
| 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 |
(54,455)
|
|
|
|
|
| Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(1,793,125)
|
|
|
|
|
| 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
|
|
|
|
|