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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
PAY VERSUS
PERFORMANCE
The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the “Compensation Discussion and Analysis” section beginning on page 20.
Required Tabular Disclosure of Pay versus Performance
The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K under the Exchange Act, or Regulation S-K. Use of the term “compensation actually paid,” or CAP, is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above.
Value of Initial Fixed
$100 Investment Based on:
Year
Summary
Compensation
Table Total for
Former PEO(1)
Compensation
Actually Paid
to Former
PEO(3)
Summary
Compensation
Table Total for
Current PEO(2)
Compensation
Actually Paid
to Current
PEO(3)
Average Summary
Compensation
Table Total
for Non-PEO
NEOs(4)
Average
Compensation
Actually paid
to Non-PEO
NEOs(5)
Total
Shareholder
Return(6)
Peer
Group
Total
Shareholder
Return(7)
Net Income
(loss)
(millions)(8)
Adjusted
EBITDA
(millions)(9)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
2024 $ $ $ 4,590,916 $ 4,573,729 $ 1,606,675 $ 1,657,589 $ 78.53 $ 158.48 $ (31.05) $ 1.64
2023 $ 4,811,134 $ 1,580,913 $ 3,826,018 $ 6,146,011 $ 1,173,934 $ 1,435,267 $ 72.84 $ 118.90 $ (49.77) $ (13.69)
2022 $ 4,508,812 $ 2,072,029 $ $ $ 2,321,256 $ 1,224,363 $ 52.84 $ 81.51 $ (118.69) $ (29.95)
2021 $ 3,608,731 $ 1,545,311 $ $ $ 1,221,066 $ 489,836 $ 71.58 $ 134.42 $ (38.33) $ 4.89
2020 $ 3,635,922 $ 5,223,052 $ $ $ 1,476,475 $ 965,362 $ 88.42 $ 137.33 $ 76.54 $ 42.10
(1)
The dollar amounts reported are the total compensation reported for Michael D. Darrow (our former Chief Executive Officer and PEO) in the “Total” column of the Summary Compensation Tables included in the Company’s prior proxy statements for the applicable years.
(2)
The dollar amounts reported are the amounts of total compensation reported for Jantoon E. Reigersman (our Chief Executive Officer and PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “2024 Summary Compensation Table,” above.
(3)
The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to Messrs. Darrow and Reigersman, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Darrow or Reigersman during the applicable years. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Darrow’s and Reigersman’s total compensation for each year to determine the compensation actually paid:
Year
Reported Summary
Compensation Table
Total for Former PEO
($)
Reported Value of
Equity Awards(a)
($)
Equity Award
Adjustments(b)
($)
Compensation
Actually Paid
to Former PEO
($)
2024 $ $ $ $
2023 $ 4,811,134 $ (3,306,341 ) $ 76,120 $ 1,580,913
2022 $ 4,508,812 $ (3,467,996 ) $ 1,031,213 $ 2,072,029
2021 $ 3,608,731 $ (3,008,492 ) $ 945,072 $ 1,545,311
2020 $ 3,635,922 $ (2,659,693 ) $ 4,246,823 $ 5,223,052
Year
Reported Summary
Compensation Table
Total for Current PEO
($)
Reported Value of
Equity Awards(a)
($)
Equity Award
Adjustments(b)
($)
Compensation
Actually Paid
to Current PEO
($)
2024 $ 4,590,916 $ (3,751,576 ) $ 3,734,389 $ 4,573,729
2023 $ 3,826,018 $ (2,887,564 ) $ 5,207,557 $ 6,146,011
2022 $ $ $ $
2021 $ $ $ $
2020 $ $ $ $
(a)
The grant date fair values of stock awards and option awards represent the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The stock award and the option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. We used a Monte Carlo simulation to determine the grant date fair value of our 2020 through 2024 equity awards that would vest based on our annualized CAGR compared to that of the Russell 2000 Total Return Index and revalued those awards as of the end of the year for the interim years during the performance period (as applicable) using the same valuation methodology for purposes of this table. We remeasured the fair value at the end of the applicable performance periods and on vesting dates based on the payout resulting from our annualized CAGR compared to that of the Russell 2000 Total Return Index and the closing price of our common stock on the vesting date, as previously disclosed in the Company’s prior proxy statements related the applicable vesting period. The remeasured fair value of the March 2020 awards was $5.00 per share as of December 31, 2020, $3.12 per share as of December 31, 2021 and $2.18 per share as of December 31, 2022. The remeasured fair value of the March 2021 awards was $2.72 as of December 31, 2021, $2.14 per share as of December 31, 2022 and $2.80 per share as of December 31, 2023. The remeasured fair value of the March 2022 awards was $2.68 as of December 31, 2022, $3.96 as of December 31, 2023 and $3.41 as of December 31, 2024. The remeasured fair value of the March 2023 awards was $4.74 as of December 31, 2023 and $5.01 as of December 31, 2024. The remeasured fair value of the March 2024 awards was $4.45 as of December 31, 2024. We used the Black-Scholes option-pricing model to determine the grant date fair value of stock options awards granted to our employees. We granted these stock options awards at the money and used the “simplified” method as describe in SAB Topic 14 Question 6 to estimate the expected term. Since these options were no longer at the money after the grant date, we used Rev. Proc. 2003-68 to re-value these stock options awards for purposes of this table. The range of fair values of remeasured
stock option awards for our PEO are as follows: (i) for 2020, between $0.65 and $3.47; (ii) for 2021, between $0.88 and $4.21; and (iii) for 2022, between $0.40 and $2.48. The amounts deducted or added in calculating the stock award and the option award adjustments are as follows:
Former PEO
Year
Year End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
the Year
($)
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
($)
Fair Value
as of Vesting
Date of
Equity Awards
Granted
and Vested
in the Year
($)
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
Fair Value
at the End of
the Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($)
Total Equity
Award
Adjustments
2024
$—
$—
$—
$—
$—
$—
2023
$192,634
$344,924
$541,894
$(135,407)
$(867,925)
$76,120
2022
$1,810,447
$(751,394)
$113,263
$(132,318)
$(8,785)
$1,031,213
2021
$1,438,189
$(923,537)
$287,084
$143,336
$—
$945,072
2020
$3,805,266
$(114,853)
$740,818
$(184,408)
$—
$4,246,823
Current PEO
Year
Year End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
the Year
($)
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
($)
Fair Value
as of Vesting
Date of
Equity Awards
Granted
and Vested
in the Year
($)
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
Fair Value
at the End of
the Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($)
Total Equity
Award
Adjustments
2024
$3,596,185
$96,039
$234,127
$(191,962)
$—
$3,734,389
2023
$4,301,593
$788,332
$107,243
$10,389
$—
$5,207,557
2022
$—
$—
$—
$—
$—
$—
2021
$—
$—
$—
$—
$—
$—
2020
$—
$—
$—
$—
$—
$—
(4)
The dollar amounts reported in Column (f) represent the average of the amounts reported for our NEOs as a group (excluding our PEO) (the “Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for 2024, Oliver M. Foley, Jill S. Angel, Jeffrey J. Swart and Jay J. Ku, for 2023, Oliver M. Foley, Teresa T. Luong, Jeffrey J. Swart and Jay J. Ku, for 2022, Jantoon E. Reigersman and Jeffrey J. Swart, for 2021, Jantoon E. Reigersman, Kristin M. Slanina, Simon E. Smith, Jeffrey J. Swart and Charles C. Thomas and for 2020, Kristin M. Slanina, Simon E. Smith, Jeffrey J. Swart, Charles C. Thomas and Noel B. Watson.
(5)
The dollar amounts reported in Column (g) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note (3):
Year
Average
Reported
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)
Average
Reported
Value of
Equity
Awards
($)
Average
Equity
Award
Adjustments(a)
($)
Average
Compensation
Actually
Paid to Non-PEO
NEOs
($)
2024
$1,606,675
$(1,065,786)
$1,116,700
$1,657,589
2023
$1,173,934
$(673,175)
$934,508
$1,435,267
2022
$2,321,256
$(1,730,805)
$633,912
$1,224,363
2021
$1,221,066
$(844,423)
$113,193
$489,836
2020
$1,476,475
$(1,066,211)
$555,098
$965,362
(a)
The stock award and the option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. We used a Monte Carlo simulation to determine the grant date fair value of our 2020 through 2024 equity awards that would vest based on our annualized CAGR compared to that of the Russell 2000 Total Return Index and revalued those awards as of the end of the year for the interim years during the performance period (as applicable) using the same valuation methodology for purposes of this table. We remeasured the fair value at the end of the applicable performance periods and on vesting dates based on the payout resulting from our annualized CAGR compared to that of the Russell 2000 Total Return Index and the closing price of our common stock on the vesting date, as previously disclosed in the Company’s prior proxy statements related the applicable vesting period. The remeasured fair value of the March 2020 awards was $5.00 per share as of December 31, 2020, $3.12 per share as of December 31, 2021 and $2.18 per share as of December 31, 2022. The remeasured fair value of the March 2021 awards was $2.72 as of December 31, 2021, $2.14 per share as of December 31, 2022 and $2.80 per share as of December 31, 2023. The remeasured fair value of the March 2022 awards was $2.68 as of December 31, 2022, $3.96 as of December 31, 2023 and $3.41 as of December 31, 2024. The remeasured fair value of the March 2023 awards was $4.74 as of December 31, 2023 and $5.01 as of December 31, 2024. The remeasured fair value of the March 2024 awards was $4.45 as of December 31, 2024. We used the Black-Scholes option-pricing model to determine the grant date fair value of stock options awards granted to our employees. We granted these stock options awards at the money and used the “simplified” method as describe in SAB Topic 14 Question 6 to estimate the expected term. Since these options were no longer at the money after the grant date, we used Rev. Proc. 2003-68 to re-value these stock options awards for purposes of this table. The range of fair values of remeasured stock option awards for our Non-PEO NEOs are as follows: (i) for 2020, between $0.53 and $3.44; (ii) for 2021, between $0.88 and $4.13; and (iii) for 2022, between $0.40 and $2.37. The amounts deducted or added in calculating the total average stock and option award adjustments are as follows:
Year
Year End
Fair Value of
Outstanding
and Unvested
Equity Awards
Granted
in the Year
($)
Year over
Year Change
in Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
($)
Fair Value
as of Vesting
Date of Equity
Awards
Granted
and Vested
in the Year
($)
Year over
Year Change
in Fair Value
of Equity
Awards Granted
in Prior Years
that Vested
in the Year
($)
Fair Value
at the End of
the Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($)
Total Equity
Award
Adjustments
2024 $ 1,021,643 $ 32,826 $ 66,512 $ (4,281 ) $ $ 1,116,700
2023 $ 855,739 $ 66,849 $ 40,169 $ (5,616 ) $ (22,633 ) $ 934,508
2022 $ 902,151 $ (276,657 ) $ 75,509 $ (63,606 ) $ (3,485 ) $ 633,912
2021 $ 415,804 $ (46,854 ) $ 83,038 $ 67,584 $ (406,379 ) $ 113,193
2020 $ 759,566 $ (49,529 ) $ 239,081 $ (75,258 ) $ (318,762 ) $ 555,098
(6)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2020, 2021, 2022, 2023 or 2024.
(7)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. As permitted by SEC rules, the peer group used for this purpose is the group of companies included in the RDG Internet Composite Index, which is the industry peer group used in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2024. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on pages 24 and 25.
(8)
Net income (loss) attributable to TrueCar as reported in the Company’s consolidated financial statements included in our 2024 Annual Report on Form 10-K. The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.
(9)
As required by Item 402(v) of Regulation S-K, we have determined that Adjusted EBITDA is the Company-Selected Measure, the calculation of which is described in our Annual Report on Form 10-K for the year ended December 31, 2024. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A. Adjusted EBITDA may not have been the most important financial performance measure for years presented and we may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Company Selected Measure Name Adjusted EBITDA        
Named Executive Officers, Footnote
(1)
The dollar amounts reported are the total compensation reported for Michael D. Darrow (our former Chief Executive Officer and PEO) in the “Total” column of the Summary Compensation Tables included in the Company’s prior proxy statements for the applicable years.
(2)
The dollar amounts reported are the amounts of total compensation reported for Jantoon E. Reigersman (our Chief Executive Officer and PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “2024 Summary Compensation Table,”
(4)
The dollar amounts reported in Column (f) represent the average of the amounts reported for our NEOs as a group (excluding our PEO) (the “Non-PEO NEOs”) in the “Total” column of the Summary Compensation Table in each applicable year. The Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: for 2024, Oliver M. Foley, Jill S. Angel, Jeffrey J. Swart and Jay J. Ku, for 2023, Oliver M. Foley, Teresa T. Luong, Jeffrey J. Swart and Jay J. Ku, for 2022, Jantoon E. Reigersman and Jeffrey J. Swart, for 2021, Jantoon E. Reigersman, Kristin M. Slanina, Simon E. Smith, Jeffrey J. Swart and Charles C. Thomas and for 2020, Kristin M. Slanina, Simon E. Smith, Jeffrey J. Swart, Charles C. Thomas and Noel B. Watson.
       
Peer Group Issuers, Footnote
(7)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. As permitted by SEC rules, the peer group used for this purpose is the group of companies included in the RDG Internet Composite Index, which is the industry peer group used in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2024. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on pages 24 and 25.
       
PEO Total Compensation Amount        
PEO Actually Paid Compensation Amount        
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported are the amounts of total compensation reported for Jantoon E. Reigersman (our Chief Executive Officer and PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “2024 Summary Compensation Table,” above.
(3)
The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” to Messrs. Darrow and Reigersman, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Messrs. Darrow or Reigersman during the applicable years. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Messrs. Darrow’s and Reigersman’s total compensation for each year to determine the compensation actually paid:
Year
Reported Summary
Compensation Table
Total for Former PEO
($)
Reported Value of
Equity Awards(a)
($)
Equity Award
Adjustments(b)
($)
Compensation
Actually Paid
to Former PEO
($)
2024 $ $ $ $
2023 $ 4,811,134 $ (3,306,341 ) $ 76,120 $ 1,580,913
2022 $ 4,508,812 $ (3,467,996 ) $ 1,031,213 $ 2,072,029
2021 $ 3,608,731 $ (3,008,492 ) $ 945,072 $ 1,545,311
2020 $ 3,635,922 $ (2,659,693 ) $ 4,246,823 $ 5,223,052
Year
Reported Summary
Compensation Table
Total for Current PEO
($)
Reported Value of
Equity Awards(a)
($)
Equity Award
Adjustments(b)
($)
Compensation
Actually Paid
to Current PEO
($)
2024 $ 4,590,916 $ (3,751,576 ) $ 3,734,389 $ 4,573,729
2023 $ 3,826,018 $ (2,887,564 ) $ 5,207,557 $ 6,146,011
2022 $ $ $ $
2021 $ $ $ $
2020 $ $ $ $
(a)
The grant date fair values of stock awards and option awards represent the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The stock award and the option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. We used a Monte Carlo simulation to determine the grant date fair value of our 2020 through 2024 equity awards that would vest based on our annualized CAGR compared to that of the Russell 2000 Total Return Index and revalued those awards as of the end of the year for the interim years during the performance period (as applicable) using the same valuation methodology for purposes of this table. We remeasured the fair value at the end of the applicable performance periods and on vesting dates based on the payout resulting from our annualized CAGR compared to that of the Russell 2000 Total Return Index and the closing price of our common stock on the vesting date, as previously disclosed in the Company’s prior proxy statements related the applicable vesting period. The remeasured fair value of the March 2020 awards was $5.00 per share as of December 31, 2020, $3.12 per share as of December 31, 2021 and $2.18 per share as of December 31, 2022. The remeasured fair value of the March 2021 awards was $2.72 as of December 31, 2021, $2.14 per share as of December 31, 2022 and $2.80 per share as of December 31, 2023. The remeasured fair value of the March 2022 awards was $2.68 as of December 31, 2022, $3.96 as of December 31, 2023 and $3.41 as of December 31, 2024. The remeasured fair value of the March 2023 awards was $4.74 as of December 31, 2023 and $5.01 as of December 31, 2024. The remeasured fair value of the March 2024 awards was $4.45 as of December 31, 2024. We used the Black-Scholes option-pricing model to determine the grant date fair value of stock options awards granted to our employees. We granted these stock options awards at the money and used the “simplified” method as describe in SAB Topic 14 Question 6 to estimate the expected term. Since these options were no longer at the money after the grant date, we used Rev. Proc. 2003-68 to re-value these stock options awards for purposes of this table. The range of fair values of remeasured
stock option awards for our PEO are as follows: (i) for 2020, between $0.65 and $3.47; (ii) for 2021, between $0.88 and $4.21; and (iii) for 2022, between $0.40 and $2.48. The amounts deducted or added in calculating the stock award and the option award adjustments are as follows:
Former PEO
Year
Year End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
the Year
($)
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
($)
Fair Value
as of Vesting
Date of
Equity Awards
Granted
and Vested
in the Year
($)
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
Fair Value
at the End of
the Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($)
Total Equity
Award
Adjustments
2024
$—
$—
$—
$—
$—
$—
2023
$192,634
$344,924
$541,894
$(135,407)
$(867,925)
$76,120
2022
$1,810,447
$(751,394)
$113,263
$(132,318)
$(8,785)
$1,031,213
2021
$1,438,189
$(923,537)
$287,084
$143,336
$—
$945,072
2020
$3,805,266
$(114,853)
$740,818
$(184,408)
$—
$4,246,823
Current PEO
Year
Year End Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
the Year
($)
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
($)
Fair Value
as of Vesting
Date of
Equity Awards
Granted
and Vested
in the Year
($)
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
($)
Fair Value
at the End of
the Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($)
Total Equity
Award
Adjustments
2024
$3,596,185
$96,039
$234,127
$(191,962)
$—
$3,734,389
2023
$4,301,593
$788,332
$107,243
$10,389
$—
$5,207,557
2022
$—
$—
$—
$—
$—
$—
2021
$—
$—
$—
$—
$—
$—
2020
$—
$—
$—
$—
$—
$—
       
Non-PEO NEO Average Total Compensation Amount $ 1,606,675 $ 1,173,934 $ 2,321,256 $ 1,221,066 $ 1,476,475
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,657,589 1,435,267 1,224,363 489,836 965,362
Adjustment to Non-PEO NEO Compensation Footnote
(5)
The dollar amounts reported in Column (g) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in Note (3):
Year
Average
Reported
Summary
Compensation
Table Total
for Non-PEO
NEOs
($)
Average
Reported
Value of
Equity
Awards
($)
Average
Equity
Award
Adjustments(a)
($)
Average
Compensation
Actually
Paid to Non-PEO
NEOs
($)
2024
$1,606,675
$(1,065,786)
$1,116,700
$1,657,589
2023
$1,173,934
$(673,175)
$934,508
$1,435,267
2022
$2,321,256
$(1,730,805)
$633,912
$1,224,363
2021
$1,221,066
$(844,423)
$113,193
$489,836
2020
$1,476,475
$(1,066,211)
$555,098
$965,362
(a)
The stock award and the option award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. We used a Monte Carlo simulation to determine the grant date fair value of our 2020 through 2024 equity awards that would vest based on our annualized CAGR compared to that of the Russell 2000 Total Return Index and revalued those awards as of the end of the year for the interim years during the performance period (as applicable) using the same valuation methodology for purposes of this table. We remeasured the fair value at the end of the applicable performance periods and on vesting dates based on the payout resulting from our annualized CAGR compared to that of the Russell 2000 Total Return Index and the closing price of our common stock on the vesting date, as previously disclosed in the Company’s prior proxy statements related the applicable vesting period. The remeasured fair value of the March 2020 awards was $5.00 per share as of December 31, 2020, $3.12 per share as of December 31, 2021 and $2.18 per share as of December 31, 2022. The remeasured fair value of the March 2021 awards was $2.72 as of December 31, 2021, $2.14 per share as of December 31, 2022 and $2.80 per share as of December 31, 2023. The remeasured fair value of the March 2022 awards was $2.68 as of December 31, 2022, $3.96 as of December 31, 2023 and $3.41 as of December 31, 2024. The remeasured fair value of the March 2023 awards was $4.74 as of December 31, 2023 and $5.01 as of December 31, 2024. The remeasured fair value of the March 2024 awards was $4.45 as of December 31, 2024. We used the Black-Scholes option-pricing model to determine the grant date fair value of stock options awards granted to our employees. We granted these stock options awards at the money and used the “simplified” method as describe in SAB Topic 14 Question 6 to estimate the expected term. Since these options were no longer at the money after the grant date, we used Rev. Proc. 2003-68 to re-value these stock options awards for purposes of this table. The range of fair values of remeasured stock option awards for our Non-PEO NEOs are as follows: (i) for 2020, between $0.53 and $3.44; (ii) for 2021, between $0.88 and $4.13; and (iii) for 2022, between $0.40 and $2.37. The amounts deducted or added in calculating the total average stock and option award adjustments are as follows:
Year
Year End
Fair Value of
Outstanding
and Unvested
Equity Awards
Granted
in the Year
($)
Year over
Year Change
in Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
($)
Fair Value
as of Vesting
Date of Equity
Awards
Granted
and Vested
in the Year
($)
Year over
Year Change
in Fair Value
of Equity
Awards Granted
in Prior Years
that Vested
in the Year
($)
Fair Value
at the End of
the Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
($)
Total Equity
Award
Adjustments
2024 $ 1,021,643 $ 32,826 $ 66,512 $ (4,281 ) $ $ 1,116,700
2023 $ 855,739 $ 66,849 $ 40,169 $ (5,616 ) $ (22,633 ) $ 934,508
2022 $ 902,151 $ (276,657 ) $ 75,509 $ (63,606 ) $ (3,485 ) $ 633,912
2021 $ 415,804 $ (46,854 ) $ 83,038 $ 67,584 $ (406,379 ) $ 113,193
2020 $ 759,566 $ (49,529 ) $ 239,081 $ (75,258 ) $ (318,762 ) $ 555,098
       
Compensation Actually Paid vs. Total Shareholder Return
Pay versus Performance: TSR
[MISSING IMAGE: bc_tsr-4c.jpg]
       
Compensation Actually Paid vs. Net Income
Pay versus Performance: Net Income
[MISSING IMAGE: bc_netincome-4c.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
Pay versus Performance: Adjusted EBITDA
[MISSING IMAGE: bc_ebitda-4c.jpg]
       
Total Shareholder Return Vs Peer Group
Comparison of 5 Year Cumulative Total Return
[MISSING IMAGE: lc_cumulative-4c.jpg]
       
Tabular List, Table
Pay versus
Performance: Most Important Measures
The most important financial performance measures used by the Company to link CAP to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are set forth below. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 20.
Most Important Performance Measures
Adjusted EBITDA(1)
Revenue
Compound annual growth in stock price
(1)
Refer to Annex A, “Reconciliation of adjusted EBITDA to GAAP net income (loss)” for a reconciliation of the non-GAAP measure presented to the most directly comparable GAAP measure.
       
Total Shareholder Return Amount $ 78.53 72.84 52.84 71.58 88.42
Peer Group Total Shareholder Return Amount 158.48 118.9 81.51 134.42 137.33
Net Income (Loss) $ (31,050,000.00) $ (49,770,000) $ (118,690,000) $ (38,330,000) $ 76,540,000
Company Selected Measure Amount 1,640,000 (13,690,000) (29,950,000) 4,890,000 42,100,000
PEO Name Jantoon E. Reigersman        
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDA        
Non-GAAP Measure Description
(9)
As required by Item 402(v) of Regulation S-K, we have determined that Adjusted EBITDA is the Company-Selected Measure, the calculation of which is described in our Annual Report on Form 10-K for the year ended December 31, 2024. Additional information regarding our use of non-GAAP measures and reconciliations to the most directly comparable GAAP measure can be found on Annex A. Adjusted EBITDA may not have been the most important financial performance measure for years presented and we may determine a different financial performance measure to be the most important financial performance measure in future years.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Revenue        
Measure:: 3          
Pay vs Performance Disclosure          
Name Compound annual growth in stock price        
Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount        
Michael D. Darrow [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 4,811,134 $ 4,508,812 $ 3,608,731 $ 3,635,922
PEO Actually Paid Compensation Amount 1,580,913 2,072,029 1,545,311 5,223,052
Jantoon E. Reigersman [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 4,590,916 3,826,018
PEO Actually Paid Compensation Amount $ 4,573,729 $ 6,146,011
PEO [Member]          
Pay vs Performance Disclosure          
March 2020 Awards, Remeasured Year End Fair Value Per Share     $ 2.18 $ 3.12 $ 5
March 2021 Awards, Remeasured Year End Fair Value Per Share   $ 2.8 2.14 2.72  
March 2022 Awards, Remeasured Year End Fair Value Per Share $ 3.41 3.96 2.68    
March 2023 Awards, Remeasured Year End Fair Value Per Share 5.01 $ 4.74      
March 2024 Awards, Remeasured Year End Fair Value Per Share $ 4.45        
Range Of Fair Values Of Remeasured Stock Option Awards, Minimum     0.4 0.88 0.65
Range Of Fair Values Of Remeasured Stock Option Awards, Maximum     $ 2.48 $ 4.21 $ 3.47
PEO [Member] | Michael D. Darrow [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount   $ (3,306,341) $ (3,467,996) $ (3,008,492) $ (2,659,693)
PEO [Member] | Michael D. Darrow [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 76,120 1,031,213 945,072 4,246,823
PEO [Member] | Michael D. Darrow [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 192,634 1,810,447 1,438,189 3,805,266
PEO [Member] | Michael D. Darrow [Member] | 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 344,924 (751,394) (923,537) (114,853)
PEO [Member] | Michael D. Darrow [Member] | 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 (135,407) (132,318) 143,336 (184,408)
PEO [Member] | Michael D. Darrow [Member] | 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 (867,925) (8,785)
PEO [Member] | Michael D. Darrow [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 541,894 113,263 287,084 740,818
PEO [Member] | Jantoon E. Reigersman [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount    
PEO [Member] | Jantoon E. Reigersman [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,751,576) (2,887,564)      
PEO [Member] | Jantoon E. Reigersman [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,734,389 5,207,557
PEO [Member] | Jantoon E. Reigersman [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,596,185 4,301,593
PEO [Member] | Jantoon E. Reigersman [Member] | 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 96,039 788,332
PEO [Member] | Jantoon E. Reigersman [Member] | 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 (191,962) 10,389
PEO [Member] | Jantoon E. Reigersman [Member] | 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
PEO [Member] | Jantoon E. Reigersman [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 234,127 $ 107,243
Non-PEO NEO [Member]          
Pay vs Performance Disclosure          
March 2020 Awards, Remeasured Year End Fair Value Per Share     $ 2.18 $ 3.12 $ 5
March 2021 Awards, Remeasured Year End Fair Value Per Share   $ 2.8 2.14 2.72  
March 2022 Awards, Remeasured Year End Fair Value Per Share $ 3.41 3.96 2.68    
March 2023 Awards, Remeasured Year End Fair Value Per Share 5.01 $ 4.74      
March 2024 Awards, Remeasured Year End Fair Value Per Share $ 4.45        
Range Of Fair Values Of Remeasured Stock Option Awards, Minimum     0.4 0.88 0.53
Range Of Fair Values Of Remeasured Stock Option Awards, Maximum     $ 2.37 $ 4.13 $ 3.44
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (1,065,786) $ (673,175) $ (1,730,805) $ (844,423) $ (1,066,211)
Non-PEO NEO [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,116,700 934,508 633,912 113,193 555,098
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,021,643 855,739 902,151 415,804 759,566
Non-PEO NEO [Member] | 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 32,826 66,849 (276,657) (46,854) (49,529)
Non-PEO NEO [Member] | 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 (4,281) (5,616) (63,606) 67,584 (75,258)
Non-PEO NEO [Member] | 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 (22,633) (3,485) (406,379) (318,762)
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 66,512 $ 40,169 $ 75,509 $ 83,038 $ 239,081