Pay vs Performance Disclosure
Unit_pure in Millions |
12 Months Ended |
|
Dec. 31, 2022
USD ($)
|
Dec. 31, 2021
USD ($)
|
Dec. 31, 2020
USD ($)
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| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance [Table Text Block] |
Pay Versus Performance: Compensation Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance metrics of the Company. The Compensation Committee did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis section of this proxy statement. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realize d by our NEO, inc luding with respect to, PSUs, RSUs and stock options. Refer t o the Executive Compensation Tables section in this proxy statement for more information. The following table sets forth the compensation for our principle executive officer (PEO) and the average compensation for our other NEO, each as reported in the Summary Compensation Table and with certain adjustments to reflect “compensation actually paid” (as defined by SEC rules). The table also provides information with respect to the Company’s cumulative total shareholder return (TSR), peer group cumulative TSR, Net Income, and the Company’s selected performance measures, Adjusted EBITDA.
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Summary
Compensation
Table Total for
PEO |
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Compensation Actually Paid to PEO (1)(2) |
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Average Summary Compensation Table Total for Non-PEO |
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Compensation Actually Paid to Non-PEO NEOs (3)(4) |
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Value of Initial Fixed $100
Investment Based On: |
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Net Income
($M) |
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Company-
selected
Measure:
Adjusted
EBITDA
($M) |
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Total Shareholder Return (5) |
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Peer Group Total Shareholder Return (6) |
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$ |
7,539,057 |
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$ |
3,414,864 |
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$ |
2,316,786 |
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$ |
1,420,354 |
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$ |
369.15 |
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$ |
133.50 |
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$ |
102.50 |
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$ |
218.3 |
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$ |
7,636,211 |
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$ |
29,596,624 |
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$ |
2,352,859 |
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$ |
7,262,828 |
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$ |
450.24 |
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$ |
151.11 |
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$ |
145.90 |
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$ |
294.8 |
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$ |
4,696,183 |
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$ |
8,974,586 |
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$ |
1,402,265 |
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$ |
2,242,220 |
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$ |
162.08 |
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$ |
111.42 |
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$ |
(25.90 |
) |
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$ |
173.4 |
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(1) |
The PEO Summary Compensation Table to “compensation actually paid” is reconciled in the following table in accordance with the SEC rules: |
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2020 |
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2021 |
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2022 |
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Summary Compensation Table Value |
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($ |
60,237) |
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$ |
0 |
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$ |
0 |
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Subtract grant date fair value of equity awards as reported in the Summary Compensation Table |
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($ |
2,167,772) |
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($ |
4,952,391) |
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($ |
4,103,488 |
) |
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Add Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Add fair value of equity compensation granted and vested in current year—value on vesting date |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Add fair value of equity compensation granted in current year—value at end of year-end |
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$ |
4,290,627 |
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$ |
9,526,994 |
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$ |
5,448,529 |
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Add change as of the vesting date in fair value of awards from prior years that vested in the covered fiscal year |
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$ |
467,993 |
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$ |
6,049,587 |
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($ |
4,223,365 |
) |
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Add change in fair value of outstanding unvested awards from prior years that were outstanding as of the end of the covered fiscal year |
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$ |
1,747,792 |
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$ |
11,336,222 |
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($ |
1,245,869 |
) |
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Add dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Compensation Actually Paid |
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(2) |
Daniel Leib was PEO for each of the years 2020, 2021 and 2022. |
(3) |
The average non-PEO named executive officers Summary Compensation Table to compensation actually paid is reconciled in the following table in accordance with the SEC rules: |
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2020 |
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2021 |
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2022 |
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Summary Compensation Table Value |
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($ |
58,523) |
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$ |
0 |
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$ |
0 |
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Subtract grant date fair value of equity awards as reported in the Summary Compensation Table |
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($ |
404,998) |
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($ |
1,202,335) |
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($ |
1,073,984 |
) |
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Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Add fair value of equity compensation granted and vested in current year—value on vesting date |
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$ |
0 |
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$ |
82,495 |
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$ |
0 |
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Add fair value of equity compensation granted in current year—value at end of year-end |
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$ |
793,763 |
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$ |
2,264,488 |
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$ |
1,425,953 |
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Add change as of the vesting date in fair value of awards from prior years that vested in the covered fiscal year |
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$ |
117,890 |
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$ |
1,177,695 |
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($ |
954,095 |
) |
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Add change in fair value of outstanding unvested awards from prior years that were outstanding as of the end of the covered fiscal year |
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$ |
391,823 |
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$ |
2,587,627 |
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($ |
294,306 |
) |
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Add dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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Compensation Actually Paid |
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(4) |
The following non-PEO named executives officers are included in the calculations above: |
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2022: David Gardella, Craig Clay, Eric Johnson, Jennifer Reiners |
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2021: David Gardella, Craig Clay, Eric Johnson, Jennifer Reiners |
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2020: Thomas Juhase, David Gardella, Jennifer Reiners, K ami Turn er |
(5) |
TSR is cumulative for the measurement periods beginning on December 31, 2019, and ending on December 31 of each of 2020, 2021, and 2022, respectively, calculated in accordance with Item 201(e) of Regulation S-K. |
(6) |
Represents cumulative TSR for the S&P Composite 1500 Diversified Financial Index (“Peer Group TSR”) |
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| Company Selected Measure Name |
Adjusted EBITDA
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| Named Executive Officers, Footnote [Text Block] |
The following non-PEO named executives officers are included in the calculations above:
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2022: David Gardella, Craig Clay, Eric Johnson, Jennifer Reiners |
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2021: David Gardella, Craig Clay, Eric Johnson, Jennifer Reiners |
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2020: Thomas Juhase, David Gardella, Jennifer Reiners, K ami Turn er |
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| Peer Group Issuers, Footnote [Text Block] |
Represents cumulative TSR for the S&P Composite 1500 Diversified Financial Index (“Peer Group TSR”)
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| PEO Total Compensation Amount |
$ 7,539,057
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$ 7,636,211
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$ 4,696,183
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| PEO Actually Paid Compensation Amount |
$ 3,414,864
|
29,596,624
|
8,974,586
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| Adjustment To PEO Compensation, Footnote [Text Block] |
(1) |
The PEO Summary Compensation Table to “compensation actually paid” is reconciled in the following table in accordance with the SEC rules: |
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2020 |
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2021 |
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2022 |
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Summary Compensation Table Value |
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| |
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($ |
60,237) |
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$ |
0 |
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$ |
0 |
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| |
|
|
|
Subtract grant date fair value of equity awards as reported in the Summary Compensation Table |
|
($ |
2,167,772) |
|
|
($ |
4,952,391) |
|
|
($ |
4,103,488 |
) |
| |
|
|
|
Add Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year |
|
$ |
0 |
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$ |
0 |
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$ |
0 |
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| |
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|
Add fair value of equity compensation granted and vested in current year—value on vesting date |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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| |
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|
Add fair value of equity compensation granted in current year—value at end of year-end |
|
$ |
4,290,627 |
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$ |
9,526,994 |
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$ |
5,448,529 |
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| |
|
|
|
Add change as of the vesting date in fair value of awards from prior years that vested in the covered fiscal year |
|
$ |
467,993 |
|
|
$ |
6,049,587 |
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|
($ |
4,223,365 |
) |
| |
|
|
|
Add change in fair value of outstanding unvested awards from prior years that were outstanding as of the end of the covered fiscal year |
|
$ |
1,747,792 |
|
|
$ |
11,336,222 |
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($ |
1,245,869 |
) |
| |
|
|
|
Add dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year |
|
$ |
0 |
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$ |
0 |
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$ |
0 |
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| |
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Compensation Actually Paid |
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| Non-PEO NEO Average Total Compensation Amount |
$ 2,316,786
|
2,352,859
|
1,402,265
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 1,420,354
|
7,262,828
|
2,242,220
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
(3) |
The average non-PEO named executive officers Summary Compensation Table to compensation actually paid is reconciled in the following table in accordance with the SEC rules: |
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| |
|
2020 |
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|
2021 |
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2022 |
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| |
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|
Summary Compensation Table Value |
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|
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|
|
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| |
|
|
|
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($ |
58,523) |
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|
$ |
0 |
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$ |
0 |
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| |
|
|
|
Subtract grant date fair value of equity awards as reported in the Summary Compensation Table |
|
($ |
404,998) |
|
|
($ |
1,202,335) |
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|
($ |
1,073,984 |
) |
| |
|
|
|
Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year |
|
$ |
0 |
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$ |
0 |
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|
$ |
0 |
|
| |
|
|
|
Add fair value of equity compensation granted and vested in current year—value on vesting date |
|
$ |
0 |
|
|
$ |
82,495 |
|
|
$ |
0 |
|
| |
|
|
|
Add fair value of equity compensation granted in current year—value at end of year-end |
|
$ |
793,763 |
|
|
$ |
2,264,488 |
|
|
$ |
1,425,953 |
|
| |
|
|
|
Add change as of the vesting date in fair value of awards from prior years that vested in the covered fiscal year |
|
$ |
117,890 |
|
|
$ |
1,177,695 |
|
|
($ |
954,095 |
) |
| |
|
|
|
Add change in fair value of outstanding unvested awards from prior years that were outstanding as of the end of the covered fiscal year |
|
$ |
391,823 |
|
|
$ |
2,587,627 |
|
|
($ |
294,306 |
) |
| |
|
|
|
Add dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year |
|
$ |
0 |
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$ |
0 |
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$ |
0 |
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| |
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|
Compensation Actually Paid |
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| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
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| Compensation Actually Paid vs. Net Income [Text Block] |
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| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
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| Total Shareholder Return Vs Peer Group [Text Block] |
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| Tabular List [Table Text Block] |
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Most Important Performance |
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| |
Software Sales/ Software Sales Growth |
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| Total Shareholder Return Amount |
$ 369.15
|
450.24
|
162.08
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| Peer Group Total Shareholder Return Amount |
133.5
|
151.11
|
111.42
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| Net Income (Loss) |
$ 102,500,000
|
$ 145,900,000
|
$ (25,900,000)
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| Company Selected Measure Amount |
218.3
|
294.8
|
173.4
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| PEO Name |
Daniel Leib
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| Measure [Axis]: 1 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
Non-GAAP Adjusted EBITDA
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| Measure [Axis]: 2 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
Software Sales/ Software Sales Growth
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| Measure [Axis]: 3 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
Non-GAAP EBITDA Margin
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| PEO [Member] | Pension Value [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
$ 0
|
$ 0
|
$ (60,237)
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| PEO [Member] | Grant Date Fair Value Of Equity Awards As Reported In The SCT [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(4,103,488)
|
(4,952,391)
|
(2,167,772)
|
| PEO [Member] | Pension Value Attributable To Current Years Service And Any Change In Pension Value Attributable To Plan Amendments Made In The Current Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| PEO [Member] | Fair Value Of Equity Compensation Granted And Vested In Current Year Value On Vesting Date [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| PEO [Member] | Fair Value Of Equity Compensation Granted In Current Year Value At End Of Year End [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
5,448,529
|
9,526,994
|
4,290,627
|
| PEO [Member] | Change As Of The Vesting Date In Fair Value Of Awards From Prior Years That Vested In The Covered Fiscal Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(4,223,365)
|
6,049,587
|
467,993
|
| PEO [Member] | Change In Fair Value Of Outstanding Unvested Awards From Prior Years That Were Outstanding As Of The End Of The Covered Fiscal Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(1,245,869)
|
11,336,222
|
1,747,792
|
| PEO [Member] | Dividends Or Other Earnings Paid On Stock Or Options Awards In The Covered Fiscal Year Prior To The Vesting Date That Are Not Otherwise Included In The Total Compensation For The Covered Fiscal Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| Non-PEO NEO [Member] | Pension Value [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
(58,523)
|
| Non-PEO NEO [Member] | Grant Date Fair Value Of Equity Awards As Reported In The SCT [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(1,073,984)
|
(1,202,335)
|
(404,998)
|
| Non-PEO NEO [Member] | Pension Value Attributable To Current Years Service And Any Change In Pension Value Attributable To Plan Amendments Made In The Current Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| Non-PEO NEO [Member] | Fair Value Of Equity Compensation Granted And Vested In Current Year Value On Vesting Date [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
82,495
|
0
|
| Non-PEO NEO [Member] | Fair Value Of Equity Compensation Granted In Current Year Value At End Of Year End [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
1,425,953
|
2,264,488
|
793,763
|
| Non-PEO NEO [Member] | Change As Of The Vesting Date In Fair Value Of Awards From Prior Years That Vested In The Covered Fiscal Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(954,095)
|
1,177,695
|
117,890
|
| Non-PEO NEO [Member] | Change In Fair Value Of Outstanding Unvested Awards From Prior Years That Were Outstanding As Of The End Of The Covered Fiscal Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(294,306)
|
2,587,627
|
391,823
|
| Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Stock Or Options Awards In The Covered Fiscal Year Prior To The Vesting Date That Are Not Otherwise Included In The Total Compensation For The Covered Fiscal Year [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
$ 0
|
$ 0
|
$ 0
|