Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
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 realized by our NEO, including with respect to, PSUs, RSUs and stock options. Refer to 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, non-GAAP adjusted EBITDA.
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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 |
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Value of Initial Fixed $100
Investment Based On: |
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Company -
selected
Measure:
Non-GAAP
Adjusted
EBITDA
($M) |
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| |
Total Shareholder Return (5) |
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Peer Group Total Shareholder Return (6) |
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$ |
6,755,277 |
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$ |
16,325,969 |
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$ |
2,501,332 |
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|
$ |
5,102,434 |
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|
$ |
595.70 |
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$ |
154.62 |
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$ |
82.20 |
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$ |
207.4 |
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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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Summary Compensation Table Value |
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($ |
60,237) |
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$ |
0 |
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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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($ |
4,711,808 |
) |
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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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$ |
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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$ |
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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$ |
7,497,311 |
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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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$ |
3,729,707 |
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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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$ |
3,055,482 |
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Subtract prior year-end fair value of awards forfeited during the covered year |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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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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$ |
0 |
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Compensation Actually Paid |
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(2) |
Daniel N. Leib was CEO for each of the years 2020, 2021, 2022 and 2023. |
(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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Summary Compensation Table Value |
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($ |
58,523) |
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$ |
0 |
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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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($ |
1,566,707 |
) |
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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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$ |
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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$ |
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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$ |
2,492,898 |
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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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$ |
885,913 |
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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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$ |
788,999 |
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Subtract prior year-end fair value of awards forfeited during the covered year |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
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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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$ |
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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2023: David A. Gardella, Craig D. Clay, Eric J. Johnson, Robert K. Williams |
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2022: David A. Gardella, Craig D. Clay, Eric J. Johnson, Jennifer B. Reiners |
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2021: David A. Gardella, Craig D. Clay, Eric J. Johnson, Jennifer B. Reiners |
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2020: Thomas Juhase, David A. Gardella, Jennifer B. Reiners, Kami Turner |
(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 |
Non-GAAP Adjusted EBITDA
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| Named Executive Officers, Footnote |
(4) |
The following non-PEO named executives officers are included in the calculations above: |
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2023: David A. Gardella, Craig D. Clay, Eric J. Johnson, Robert K. Williams |
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2022: David A. Gardella, Craig D. Clay, Eric J. Johnson, Jennifer B. Reiners |
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2021: David A. Gardella, Craig D. Clay, Eric J. Johnson, Jennifer B. Reiners |
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2020: Thomas Juhase, David A. Gardella, Jennifer B. Reiners, Kami Turner |
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| Peer Group Issuers, Footnote |
Represents cumulative TSR for the S&P Composite 1500 Diversified Financial Index (“Peer Group TSR”)
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| PEO Total Compensation Amount |
$ 6,755,277
|
$ 7,539,057
|
$ 7,636,211
|
$ 4,696,183
|
| PEO Actually Paid Compensation Amount |
$ 16,325,969
|
3,414,864
|
29,596,624
|
8,974,586
|
| Adjustment To PEO Compensation, Footnote |
(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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| |
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Summary Compensation Table Value |
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($ |
60,237) |
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|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
Subtract grant date fair value of equity awards as reported in the Summary Compensation Table |
|
($ |
2,167,772) |
|
|
($ |
4,952,391) |
|
|
($ |
4,103,488 |
) |
|
($ |
4,711,808 |
) |
|
|
|
|
|
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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|
$ |
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 |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
Add fair value of equity compensation granted in current year—value at end of year-end |
|
$ |
4,290,627 |
|
|
$ |
9,526,994 |
|
|
$ |
5,448,529 |
|
|
$ |
7,497,311 |
|
|
|
|
|
|
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 |
|
|
($ |
4,223,365 |
) |
|
$ |
3,729,707 |
|
|
|
|
|
|
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 |
|
|
($ |
1,245,869 |
) |
|
$ |
3,055,482 |
|
|
|
|
|
|
Subtract prior year-end fair value of awards forfeited during the covered year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
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 |
|
|
$ |
0 |
|
|
$ |
0 |
|
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$ |
0 |
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|
Compensation Actually Paid |
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| Non-PEO NEO Average Total Compensation Amount |
$ 2,501,332
|
2,316,786
|
2,352,859
|
1,402,265
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 5,102,434
|
1,420,354
|
7,262,828
|
2,242,220
|
| Adjustment to Non-PEO NEO Compensation Footnote |
(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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| |
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Summary Compensation Table Value |
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($ |
58,523) |
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|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
Subtract grant date fair value of equity awards as reported in the Summary Compensation Table |
|
($ |
404,998) |
|
|
($ |
1,202,335) |
|
|
($ |
1,073,984 |
) |
|
($ |
1,566,707 |
) |
|
|
|
|
|
Pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
Add fair value of equity compensation granted and vested in current year—value on vesting date |
|
$ |
0 |
|
|
$ |
82,495 |
|
|
$ |
0 |
|
|
$ |
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 |
|
|
$ |
2,492,898 |
|
|
|
|
|
|
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 |
) |
|
$ |
885,913 |
|
|
|
|
|
|
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 |
) |
|
$ |
788,999 |
|
|
|
|
|
|
Subtract prior year-end fair value of awards forfeited during the covered year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
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 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
|
|
Compensation Actually Paid |
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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 |
|
| |
Most Important Performance |
| |
|
| |
Software Solutions Net Sales/Software Solutions Net Sales Growth |
| |
Non-GAAP Adjusted EBITDA Margin |
|
|
|
|
| Total Shareholder Return Amount |
$ 595.7
|
369.15
|
450.24
|
162.08
|
| Peer Group Total Shareholder Return Amount |
154.62
|
133.5
|
151.11
|
111.42
|
| Net Income (Loss) |
$ 82,200,000
|
$ 102,500,000
|
$ 145,900,000
|
$ (25,900,000)
|
| Company Selected Measure Amount |
207,400,000
|
218,300,000
|
294,800,000
|
173,400,000
|
| PEO Name |
Daniel N. Leib
|
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|
|
| Measure:: 1 |
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|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Non-GAAP Adjusted EBITDA
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Software Solutions Net Sales/Software Solutions Net Sales Growth
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Non-GAAP Adjusted EBITDA Margin
|
|
|
|
| PEO | Pension Value [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
$ (60,237)
|
| PEO | Grant Date Fair Value Of Equity Awards As Reported In The SCT [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(4,711,808)
|
(4,103,488)
|
(4,952,391)
|
(2,167,772)
|
| PEO | 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 |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | Fair Value Of Equity Compensation Granted And Vested In Current Year Value On Vesting Date [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | Fair Value Of Equity Compensation Granted In Current Year Value At End Of Year End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
7,497,311
|
5,448,529
|
9,526,994
|
4,290,627
|
| PEO | 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 |
|
|
|
|
| Adjustment to Compensation, Amount |
3,729,707
|
(4,223,365)
|
6,049,587
|
467,993
|
| PEO | 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 |
|
|
|
|
| Adjustment to Compensation, Amount |
3,055,482
|
(1,245,869)
|
11,336,222
|
1,747,792
|
| PEO | 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 |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | Prior YearEnd Fair Value Of Awards Forfeited During The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | Pension Value [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
(58,523)
|
| Non-PEO NEO | Grant Date Fair Value Of Equity Awards As Reported In The SCT [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,566,707)
|
(1,073,984)
|
(1,202,335)
|
(404,998)
|
| Non-PEO NEO | 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 |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | Fair Value Of Equity Compensation Granted And Vested In Current Year Value On Vesting Date [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
82,495
|
0
|
| Non-PEO NEO | Fair Value Of Equity Compensation Granted In Current Year Value At End Of Year End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,492,898
|
1,425,953
|
2,264,488
|
793,763
|
| Non-PEO NEO | 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 |
|
|
|
|
| Adjustment to Compensation, Amount |
885,913
|
(954,095)
|
1,177,695
|
117,890
|
| Non-PEO NEO | 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 |
|
|
|
|
| Adjustment to Compensation, Amount |
788,999
|
(294,306)
|
2,587,627
|
391,823
|
| Non-PEO NEO | 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 |
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| Non-PEO NEO | Prior YearEnd Fair Value Of Awards Forfeited During The Covered Year [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|
$ 0
|