XML 61 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
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 SEC 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 vs. 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
($)
 
 
Average
Summary
Compensation
Table Total for
Non-CEO
NEOs1
($)
 
 
Average
Compensation
Actually
Paid to
Non-CEO
NEOs1,2,3
($)
 
 
Value of Initial Fixed $100
Investment based on:4
 
 
Net Income
($ Millions)
 
 
Non-GAAP
EPS5
$
 
 
TSR
($)
 
 
Peer Group
TSR
($)
 
 
2024
 
 
7,174,545
 
 
4,736,954
 
 
2,074,848
 
 
1,600,640
 
 
133.84
 
 
184.99
 
 
110
 
 
​7.45
 
 
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 NEOs for each year presented are listed below.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2020
 
 
2021
 
 
2022
 
 
2023
 
 
2024
 
 
Sudhakar Kesavan
 
 
James C. Morgan
 
 
James C. Morgan
 
 
James C. Morgan
 
 
James C. Morgan
 
 
James C. Morgan
 
 
Bettina Welsh
 
 
Bettina Welsh
 
 
Barry Broadus
 
 
Barry Broadus
 
 
Bettina Welsh
 
 
Sergio Ostria
 
 
Barry Broadus
 
 
Anne Choate
 
 
Anne Choate
 
 
Sergio Ostria
 
 
Mark Lee
 
 
Anne Choate
 
 
Mark Lee
 
 
Sergio Ostria
 
 
 
 
 
 
 
 
Mark Lee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
7,174,545
 
 
(4,316,286)
 
 
1,878,695
 
 
4,736,954
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
2,074,848
 
 
(1,006,574)
 
 
532,366
 
 
1,600,640
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
3,105,733
 
 
(829,900)
 
 
—
 
 
(397,138)
 
 
—
 
 
1,878,695
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
736,867
 
 
(176,195)
 
 
—
 
 
(28,306)
 
 
—
 
 
532,366
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(4) 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.
(5) 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 2024. 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 all prior years, 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 NEOs for each year presented are listed below.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2020
 
 
2021
 
 
2022
 
 
2023
 
 
2024
 
 
Sudhakar Kesavan
 
 
James C. Morgan
 
 
James C. Morgan
 
 
James C. Morgan
 
 
James C. Morgan
 
 
James C. Morgan
 
 
Bettina Welsh
 
 
Bettina Welsh
 
 
Barry Broadus
 
 
Barry Broadus
 
 
Bettina Welsh
 
 
Sergio Ostria
 
 
Barry Broadus
 
 
Anne Choate
 
 
Anne Choate
 
 
Sergio Ostria
 
 
Mark Lee
 
 
Anne Choate
 
 
Mark Lee
 
 
Sergio Ostria
 
 
 
 
 
 
 
 
Mark Lee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Peer Group Issuers, Footnote
(4) 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 $ 7,174,545 $ 5,661,458 $ 4,848,381 $ 4,398,947 $ 3,007,891
PEO Actually Paid Compensation Amount $ 4,736,954 9,344,246 4,601,982 6,389,100 2,670,601
Adjustment To PEO Compensation, Footnote
(3) 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
7,174,545
 
 
(4,316,286)
 
 
1,878,695
 
 
4,736,954
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
3,105,733
 
 
(829,900)
 
 
—
 
 
(397,138)
 
 
—
 
 
1,878,695
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Non-PEO NEO Average Total Compensation Amount $ 2,074,848 1,716,606 1,462,435 1,351,755 2,330,360
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,600,640 2,533,532 1,350,244 2,097,296 2,216,054
Adjustment to Non-PEO NEO Compensation Footnote
(3) 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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
2,074,848
 
 
(1,006,574)
 
 
532,366
 
 
1,600,640
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
736,867
 
 
(176,195)
 
 
—
 
 
(28,306)
 
 
—
 
 
532,366
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Compensation Actually Paid vs. Total Shareholder Return
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, and the Company’s cumulative TSR over the five (5) most recently completed fiscal years. The chart also compares the Company’s TSR to that of the Peer Group TSR over the same period.
        
Compensation Actually Paid vs. Net Income
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 five (5) most recently completed fiscal years.
        
Compensation Actually Paid vs. Company Selected Measure
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 five (5) most recently completed fiscal years.
       
Total Shareholder Return Vs Peer Group
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, and the Company’s cumulative TSR over the five (5) most recently completed fiscal years. The chart also compares the Company’s TSR to that of the Peer Group TSR over the same period.
        
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 CEO and Non-CEO NEOs for 2024 to Company performance. The measures in this table are not ranked.
 
 
 
 
Non-GAAP EPS
Gross Revenue
Relative Total Shareholder Return
 
 
 
 
        
Total Shareholder Return Amount $ 133.84 149.96 110.27 113.53 81.8
Peer Group Total Shareholder Return Amount 184.99 158.8 134.63 148.95 118.06
Net Income (Loss) $ 110,000,000 $ 83,000,000 $ 64,000,000 $ 71,000,000 $ 55,000,000
Company Selected Measure Amount | $ / shares 7.45 6.5 5.77 4.82 4.17
PEO Name John Wasson John Wasson John Wasson John Wasson John Wasson
Equity Awards Adjustments, Footnote
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
($)
 
 
2024
 
 
3,105,733
 
 
(829,900)
 
 
—
 
 
(397,138)
 
 
—
 
 
1,878,695
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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
($)
 
 
2024
 
 
736,867
 
 
(176,195)
 
 
—
 
 
(28,306)
 
 
—
 
 
532,366
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Measure:: 1          
Pay vs Performance Disclosure          
Name Non-GAAP EPS        
Non-GAAP Measure Description
(5) 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 2024. 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 all prior years, 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 | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (4,316,286)        
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,878,695        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 3,105,733        
PEO | 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 (829,900)        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | 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 (397,138)        
PEO | 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 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,006,574)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 532,366        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 736,867        
Non-PEO NEO | 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 (176,195)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | 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 (28,306)        
Non-PEO NEO | 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 $ 0