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Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
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 are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and
Non-PEO
NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
 
   
Summary
Compensation
Table Total for
PEO
($)
(1)
    
Compensation
Actually Paid
to PEO
($)
(1) (2) (3)
    
Average
Summary
Compensation
Table Total for
Non-PEO

NEOs
($)
(1) (2) (3)
    
Average
Compensation
Actually Paid
Table Total for
Non-PEO

NEOs
($)
(1) (2) (3)
    
Value of Initial
$100 Investment
Based on:
(4)
    
GAAP
Net
Income
(Loss)
(Millions)
    
Non-GAAP

Operating
Income
(Loss)
(Millions)
(5)
  
Year
  
Company
TSR
    
Peer
Group
TSR
  
2023
   $ 1,913,615     $ 876,698     $ 1,135,769     $ 808,716     $ 59     $ 221     $ (105 )    $ (4 ) 
2022
   $ 3,301,355     $ (73,726 )    $ 1,297,048     $ 500,475     $ 74     $ 133     $ (69 )    $ (10 ) 
2021
   $ 5,221,876     $ (1,380,992 )    $ 1,777,660     $ 629,637     $ 119     $ 207     $ 49     $ 109  
2020
   $ 5,002,294     $ 10,225,543     $ 1,697,060     $ 2,599,063     $ 166     $ 150     $ 58     $ 128  
 
1.
Patrick Lo
was our PEO in 2023, 2022, 2021 and 2020. The individuals comprising the
Non-PEO
NEOs for each year presented are listed below.
 
2023
   
2022
   
2021
   
2020
Bryan D. Murray
    Bryan D. Murray    Bryan D. Murray    Bryan D. Murray
David J. Henry
    Michael F. Falcon    David J. Henry    Vikram Mehta
Vikram Mehta
    David J. Henry    Andrew W. Kim    Michael A. Werdann
Michael A. Werdann
    Michael A. Werdann    Michael A. Werdann    Martin D. Westhead
 
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” column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.
 
Year
   
Summary Compensation
Table Total for PEO
     
Exclusion of Stock
Awards for PEO
     
Inclusion of Equity
Values for PEO
     
Compensation
Actually Paid
to PEO
  
2023
    $ 1,913,615      $ 1,600,200      $ 563,283      $ 876,698  
 
Year
   
Summary Compensation
Table Total for
Non-PEO

NEOs
     
Average Exclusion
Stock Awards for
Non-PEO
NEOs
     
Average Inclusion
of Equity Values
for
Non-PEO

NEOs
     
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
  
2023
    $ 1,135,769      $ 505,200      $ 178,147      $ 808,716  
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
Year
   
Year-End Fair Value

of Equity Awards
Granted During
Year That
Remained
Unvested as of Last
Day of Year for
PEO
     
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for PEO
    
Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for PEO
    
Fair Value of Last
Day of Prior Year
of Equity
Awards
Forfeited During
Year for PEO
     
Total - Inclusion

of Equity
Values for PEO
  
2023
    $ 1,186,449      $ (442,833 )    $ (180,333 )    $ —       $ 563,283  
 
Year
   
Average Year-End

Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of Year
for
Non-PEO

NEOs
     
Average Change
in Fair Value
from Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity Awards
for
Non-PEO

NEOs
    
Average Change
in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for
Non-PEO
NEOs
    
Average Fair
Value at Last
Day of Prior
Year of
Equity
Awards
Forfeited
During Year
for
Non-PEO

NEOs
     
Average Total -
Inclusion of
Equity Values
for
Non-PEO

NEOs
  
2023
    $ 404,959      $ (147,532 )    $ (78,915 )    $ —       $ 178,147  
 
4.
The Peer Group TSR set forth in this table utilizes the NASDAQ Computer Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation
S-K
included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Computer Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
5.
We determined
non-GAAP
operating income, as calculated under our annual incentive plan, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and
Non-PEO
NEOs in 2023 because this is the primary financial performance metric in our 2023 executive bonus plan.
Non-GAAP
operating income is equal to our GAAP operating income after excluding bonus expense, amortization of intangibles, stock-based compensation expense, goodwill impairment, intangibles impairment, restructuring and other charges, litigation reserves, net, gain/loss on investments, net, gain on litigation settlements, and adjust for effects related to
non-GAAP
tax adjustments, as presented in the Company’s press release reporting the financial results for fiscal 2023. We may determine a different financial performance measure to be the most important financial performance measure in future years. Refer to the reconciliation of these
non-GAAP
financial measures to the comparable GAAP financial measure in Appendix A of this proxy statement.
     
Company Selected Measure Name non-GAAP operating income      
Named Executive Officers, Footnote
1.
Patrick Lo
was our PEO in 2023, 2022, 2021 and 2020. The individuals comprising the
Non-PEO
NEOs for each year presented are listed below.
 
2023
   
2022
   
2021
   
2020
Bryan D. Murray
    Bryan D. Murray    Bryan D. Murray    Bryan D. Murray
David J. Henry
    Michael F. Falcon    David J. Henry    Vikram Mehta
Vikram Mehta
    David J. Henry    Andrew W. Kim    Michael A. Werdann
Michael A. Werdann
    Michael A. Werdann    Michael A. Werdann    Martin D. Westhead
      
Peer Group Issuers, Footnote
4.
The Peer Group TSR set forth in this table utilizes the NASDAQ Computer Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation
S-K
included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the NASDAQ Computer Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
     
PEO Total Compensation Amount $ 1,913,615 $ 3,301,355 $ 5,221,876 $ 5,002,294
PEO Actually Paid Compensation Amount $ 876,698 (73,726) (1,380,992) 10,225,543
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” column are the amounts from the Stock Awards column set forth in the Summary Compensation Table.
 
Year
   
Summary Compensation
Table Total for PEO
     
Exclusion of Stock
Awards for PEO
     
Inclusion of Equity
Values for PEO
     
Compensation
Actually Paid
to PEO
  
2023
    $ 1,913,615      $ 1,600,200      $ 563,283      $ 876,698  
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
 
Year
   
Year-End Fair Value

of Equity Awards
Granted During
Year That
Remained
Unvested as of Last
Day of Year for
PEO
     
Change in Fair Value
from Last Day of
Prior Year to Last
Day of Year of
Unvested Equity
Awards for PEO
    
Change in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that Vested
During Year for PEO
    
Fair Value of Last
Day of Prior Year
of Equity
Awards
Forfeited During
Year for PEO
     
Total - Inclusion

of Equity
Values for PEO
  
2023
    $ 1,186,449      $ (442,833 )    $ (180,333 )    $ —       $ 563,283  
      
Non-PEO NEO Average Total Compensation Amount $ 1,135,769 1,297,048 1,777,660 1,697,060
Non-PEO NEO Average Compensation Actually Paid Amount $ 808,716 500,475 629,637 2,599,063
Adjustment to Non-PEO NEO Compensation Footnote
 
Year
   
Summary Compensation
Table Total for
Non-PEO

NEOs
     
Average Exclusion
Stock Awards for
Non-PEO
NEOs
     
Average Inclusion
of Equity Values
for
Non-PEO

NEOs
     
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
  
2023
    $ 1,135,769      $ 505,200      $ 178,147      $ 808,716  
Year
   
Average Year-End

Fair Value of
Equity Awards
Granted During
Year that
Remained
Unvested as of
Last Day of Year
for
Non-PEO

NEOs
     
Average Change
in Fair Value
from Last Day of
Prior Year to
Last Day of Year
of Unvested
Equity Awards
for
Non-PEO

NEOs
    
Average Change
in Fair Value
from Last Day of
Prior Year to
Vesting Date of
Unvested Equity
Awards that
Vested During
Year for
Non-PEO
NEOs
    
Average Fair
Value at Last
Day of Prior
Year of
Equity
Awards
Forfeited
During Year
for
Non-PEO

NEOs
     
Average Total -
Inclusion of
Equity Values
for
Non-PEO

NEOs
  
2023
    $ 404,959      $ (147,532 )    $ (78,915 )    $ —       $ 178,147  
      
Compensation Actually Paid vs. Total Shareholder Return
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, the Company’s TSR, and the Peer Group’s TSR over the four most recently completed fiscal years.
 
 
LOGO
 
      
Compensation Actually Paid vs. Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our GAAP net income during the four most recently completed fiscal years.
 
 
LOGO
     
Compensation Actually Paid vs. Company Selected Measure
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, and our
non-GAAP
operating income during the four most recently completed fiscal years.
 
 
LOGO
     
Total Shareholder Return Vs Peer Group
The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other NEOs, the Company’s TSR, and the Peer Group’s TSR over the four most recently completed fiscal years.
 
 
LOGO
 
      
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 2023 to Company performance. The measures in this table are not ranked.
 
Most Important Financial Measures
Non-GAAP
operating income
Net revenue
Profit contribution
      
Total Shareholder Return Amount $ 59 74 119 166
Peer Group Total Shareholder Return Amount 221 133 207 150
Net Income (Loss) $ (105,000,000) $ (69,000,000) $ 49,000,000 $ 58,000,000
Company Selected Measure Amount (4,000,000) (10,000,000) 109,000,000 128,000,000
PEO Name Patrick Lo      
Measure:: 1        
Pay vs Performance Disclosure        
Name Non-GAAP operating income      
Non-GAAP Measure Description
5.
We determined
non-GAAP
operating income, as calculated under our annual incentive plan, to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and
Non-PEO
NEOs in 2023 because this is the primary financial performance metric in our 2023 executive bonus plan.
Non-GAAP
operating income is equal to our GAAP operating income after excluding bonus expense, amortization of intangibles, stock-based compensation expense, goodwill impairment, intangibles impairment, restructuring and other charges, litigation reserves, net, gain/loss on investments, net, gain on litigation settlements, and adjust for effects related to
non-GAAP
tax adjustments, as presented in the Company’s press release reporting the financial results for fiscal 2023. We may determine a different financial performance measure to be the most important financial performance measure in future years. Refer to the reconciliation of these
non-GAAP
financial measures to the comparable GAAP financial measure in Appendix A of this proxy statement.
     
Measure:: 2        
Pay vs Performance Disclosure        
Name Net revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name Profit contribution      
PEO | Exclusion of Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 1,600,200      
PEO | Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 563,283      
PEO | YearEnd Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,186,449      
PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (442,833)      
PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (180,333)      
PEO | Fair Value of Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Exclusion of Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 505,200      
Non-PEO NEO | Inclusion of Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 178,147      
Non-PEO NEO | YearEnd Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 404,959      
Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (147,532)      
Non-PEO NEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (78,915)      
Non-PEO NEO | Fair Value of Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0