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Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
PAY VS. 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 provide the following disclosure regarding executive compensation for our principal executive officer (“CEO”) and Non-CEO NEOs and Company performance for the fiscal years listed below. The Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Year
Summary Compensation Table Total for CEO1
($)
Compensation
Actually
Paid to
CEO1,2,3,4
($)
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs1
($)
Average
Compensation
Actually
Paid to
Non-CEO
NEOs1,2,3,4
($)
Value of Initial Fixed $100
Investment based on:5
Net Income
($ Millions)
Non-GAAP
EPS6
TSR
($)
Peer Group
TSR
($)
2023
5,661,458
9,344,246
1,716,606
2,533,532
149.96
158.80
83
$6.50
2022
4,848,381
​4,601,982
1,462,435
​1,350,244
110.27
134.63
64
$5.77
2021
4,398,947
​6,389,100
1,351,755
​2,097,296
113.53
148.95
71
$4.82
2020
3,007,891
​2,670,601
2,330,360
​2,216,054
81.80
118.06
55
$4.17
(1) John Wasson was our CEO for each year presented. The individuals comprising the Non-CEO named executive officers for each year presented are listed below.
2020
2021
2022
2023
Sudhakar Kesavan
James C. Morgan
James C. Morgan
James C. Morgan
James C. Morgan
Bettina Welsh
Bettina Welsh
Barry Broadus
Bettina Welsh
Sergio Ostria
Barry Broadus
Anne Choate
Sergio Ostria
Mark Lee
Anne Choate
Mark Lee
Mark Lee
(2) The amounts reported in the Compensation Actually Paid columns of the table above for fiscal years 2020, 2021 and 2022 have been updated from the same disclosures in our proxy statement for the 2023 Annual Meeting to reflect updated SEC guidance released during 2023 and to reflect the inclusion of certain RSU awards that were inadvertently omitted from the calculations for these fiscal years in last year’s table.
(3) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 4 below.
Year
Summary
Compensation Table
Total for CEO
($)
Exclusion of Stock
Awards and Option
Awards for CEO
($)
Inclusion of Equity
Values for CEO
($)
Compensation
Actually Paid to
CEO
($)
2023
5,661,458
(3,422,952)
7,105,740
9,344,246
Year
Average Summary
Compensation
Table Total for
Non-CEO NEOs
($)
Average Exclusion
of Stock Awards
and Option
Awards for
Non-CEO NEOs
($)
Average
Inclusion of Equity
Values for Non-CEO
NEOs
($)
Average
Compensation
Actually Paid to
Non-CEO NEOs
($)
2023
1,716,606
(835,516)
1,652,442
2,533,532
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Year-End Fair
Value of Equity
Awards Granted
During Year That
Remained
Unvested as of
Last Day of Year
for CEO
($)
Change in Fair
Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for CEO
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for CEO
($)
Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for CEO
($)
Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for CEO
($)
Total - Inclusion of
Equity Values for
CEO
($)
2023
4,346,233
1,784,527
974,980
7,105,740
Year
Average Year-End
Fair Value of
Equity Awards
Granted During
Year That
Remained
Unvested
as of Last Day of
Year for Non-CEO
NEOs
($)
Average Change in
Fair Value from
Last Day of Prior
Year to Last Day
of Year of Unvested
Equity Awards for
Non-CEO NEOs
($)
Average Vesting-
Date Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Non-CEO NEOs
($)
Average Change in
Fair Value from
Last Day of Prior
Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Non-CEO NEOs
($)
Average Fair
Value at Last Day
of Prior Year of
Equity Awards
Forfeited During Year
for Non-CEO NEOs
($)
Total - Average
Inclusion of
Equity Values for
Non-CEO NEOs
($)
2023
1,027,150
454,897
170,395
1,652,442
(4) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the CEO and the Non-CEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards are the amounts from the Stock Awards column set forth in the Summary Compensation Table.
(5) The amounts set forth under the heading “Peer Group TSR” reflect the value, as of the end of the applicable fiscal year, of a hypothetical initial investment of $100 made on December 31, 2019, into the S&P Composite 1500 – Commercial & Professional Services Index.
(6) The Human Capital Committee determined that Non-GAAP EPS was the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Non-CEO NEOs in 2023. More information on non-GAAP EPS used for STI and LTI can be found in Annexes A and B. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020 and we may determine a different financial performance measure to be the most important financial performance measure in future years.
     
Company Selected Measure Name Non-GAAP EPS      
Named Executive Officers, Footnote
(1) John Wasson was our CEO for each year presented. The individuals comprising the Non-CEO named executive officers for each year presented are listed below.
2020
2021
2022
2023
Sudhakar Kesavan
James C. Morgan
James C. Morgan
James C. Morgan
James C. Morgan
Bettina Welsh
Bettina Welsh
Barry Broadus
Bettina Welsh
Sergio Ostria
Barry Broadus
Anne Choate
Sergio Ostria
Mark Lee
Anne Choate
Mark Lee
Mark Lee
     
Peer Group Issuers, Footnote
(5) The amounts set forth under the heading “Peer Group TSR” reflect the value, as of the end of the applicable fiscal year, of a hypothetical initial investment of $100 made on December 31, 2019, into the S&P Composite 1500 – Commercial & Professional Services Index.
     
PEO Total Compensation Amount $ 5,661,458 $ 4,848,381 $ 4,398,947 $ 3,007,891
PEO Actually Paid Compensation Amount $ 9,344,246 4,601,982 6,389,100 2,670,601
Adjustment To PEO Compensation, Footnote
(3) 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 4 below.
Year
Summary
Compensation Table
Total for CEO
($)
Exclusion of Stock
Awards and Option
Awards for CEO
($)
Inclusion of Equity
Values for CEO
($)
Compensation
Actually Paid to
CEO
($)
2023
5,661,458
(3,422,952)
7,105,740
9,344,246
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 CEO
($)
Change in Fair
Value from Last
Day of Prior Year to
Last Day of Year of
Unvested Equity
Awards for CEO
($)
Vesting-Date Fair
Value of Equity
Awards Granted
During Year that
Vested During
Year for CEO
($)
Change in Fair
Value from Last
Day of Prior Year
to Vesting Date of
Unvested Equity
Awards that
Vested During
Year for CEO
($)
Fair Value at Last
Day of Prior Year
of Equity Awards
Forfeited During
Year for CEO
($)
Total - Inclusion of
Equity Values for
CEO
($)
2023
4,346,233
1,784,527
974,980
7,105,740
     
Non-PEO NEO Average Total Compensation Amount $ 1,716,606 1,462,435 1,351,755 2,330,360
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,533,532 1,350,244 2,097,296 2,216,054
Adjustment to Non-PEO NEO Compensation Footnote
(3) 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 4 below.
Year
Average Summary
Compensation
Table Total for
Non-CEO NEOs
($)
Average Exclusion
of Stock Awards
and Option
Awards for
Non-CEO NEOs
($)
Average
Inclusion of Equity
Values for Non-CEO
NEOs
($)
Average
Compensation
Actually Paid to
Non-CEO NEOs
($)
2023
1,716,606
(835,516)
1,652,442
2,533,532
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year
Average Year-End
Fair Value of
Equity Awards
Granted During
Year That
Remained
Unvested
as of Last Day of
Year for Non-CEO
NEOs
($)
Average Change in
Fair Value from
Last Day of Prior
Year to Last Day
of Year of Unvested
Equity Awards for
Non-CEO NEOs
($)
Average Vesting-
Date Fair Value of
Equity Awards
Granted During
Year that Vested
During Year for
Non-CEO NEOs
($)
Average Change in
Fair Value from
Last Day of Prior
Year to Vesting
Date of Unvested
Equity Awards that
Vested During Year
for Non-CEO NEOs
($)
Average Fair
Value at Last Day
of Prior Year of
Equity Awards
Forfeited During Year
for Non-CEO NEOs
($)
Total - Average
Inclusion of
Equity Values for
Non-CEO NEOs
($)
2023
1,027,150
454,897
170,395
1,652,442
     
Compensation Actually Paid vs. Total Shareholder Return
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, the Company’s cumulative TSR over the four (4) most recently completed fiscal years, and the Peer Group TSR over the same period.

     
Compensation Actually Paid vs. Net Income
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Net Income during the four (4) most recently completed fiscal years.

     
Compensation Actually Paid vs. Company Selected Measure
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Non-GAAP EPS
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Non-GAAP EPS during the four (4) most recently completed fiscal years.

     
Total Shareholder Return Vs Peer Group
Description of Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
The following chart sets forth the relationship between Compensation Actually Paid to our CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, the Company’s cumulative TSR over the four (4) most recently completed fiscal years, and the Peer Group TSR over the same period.

     
Tabular List, Table
Tabular List of Most Important Financial [and Non-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 CEO and Non-CEO NEOs for 2023 to Company performance. The measures in this table are not ranked.
Non-GAAP EPS
Gross Revenue
Relative Total Shareholder Return
     
Total Shareholder Return Amount $ 149.96 110.27 113.53 81.8
Peer Group Total Shareholder Return Amount 158.8 134.63 148.95 118.06
Net Income (Loss) $ 83,000,000 $ 64,000,000 $ 71,000,000 $ 55,000,000
Company Selected Measure Amount | $ / shares 6.5 5.77 4.82 4.17
PEO Name John Wasson John Wasson John Wasson John Wasson
Measure:: 1        
Pay vs Performance Disclosure        
Name Non-GAAP EPS      
Non-GAAP Measure Description
(6) The Human Capital Committee determined that Non-GAAP EPS was the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and Non-CEO NEOs in 2023. More information on non-GAAP EPS used for STI and LTI can be found in Annexes A and B. This performance measure may not have been the most important financial performance measure for years 2022, 2021 and 2020 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 Gross Revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name Relative Total Shareholder Return      
PEO | Stock Awards and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (3,422,952)      
PEO | Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 7,105,740      
PEO | Year-End 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 4,346,233      
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 1,784,527      
PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
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 974,980      
PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Stock Awards and Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (835,516)      
Non-PEO NEO | Equity Values [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,652,442      
Non-PEO NEO | Year-End 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 1,027,150      
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 454,897      
Non-PEO NEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
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 170,395      
Non-PEO NEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0