Subsequent Events

12 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

Subsequent Events

14. SUBSEQUENT EVENTS

On February 2, 2022, we issued an aggregate of 206,375 restricted shares of common stock to certain non-executive employees under the LTIP, consisting of 59,424 Market-Based Shares and 146,951 Time-Based Shares. Market-Based Shares for non-executive employees will vest 50% on the first date, if any, that the Company’s VWAP Value equals or exceeds $484 per share and 50% on the first date, if any, that the Company’s VWAP Value equals or exceeds $559 per share, in each case provided that (i) such date occurs on or before the eighth anniversary of the grant date and (ii) the recipient is employed by, or providing services to, the Company on the applicable vesting date. Of the 146,951 Time-Based Shares granted to non-executive employees, 138,618 will vest 21% on a specified initial vesting date, 21% on the first anniversary of such initial vesting date, 25% on the second anniversary of such initial vesting date, and 33% on the on the third anniversary of such initial vesting date, provided that the recipient is employed by, or providing services to, the Company on the applicable vesting date. The remaining 8,333 Time-Based Shares will vest 25% on a specified initial vesting date and 25% on each of the first three anniversaries of such initial vesting date, provided that the recipient is employed by, or providing services to, the Company on the applicable vesting date.

On February 7, 2022, the Compensation Committee also authorized the granting of PSUs (the “2022 PSU Awards”) to certain executive officers pursuant to the LTIP, representing an aggregate of 51,494 target units that may increase to an aggregate of 128,735 awarded units based upon the Company’s performance over two separate performance periods. The terms of the 2022 PSU Awards are substantially the same as the terms of the 2021 PSU Awards, except that the two-year performance period commences January 1, 2022 and ends December 31, 2023 and the three-year performance period commences January 1, 2022 and ends December 31, 2024. Up to 25% of the PSUs will be eligible to vest no later than February 29, 2024, for the two-year performance period, and up to 75% of the PSUs will be eligible to vest no later than March 1, 2025, for the three-year performance period, provided that the grantee remains employed by or providing services to the Company on the applicable vesting date. The number of PSUs that will vest and be converted into shares of common stock will depend on the Company’s Relative TSR, expressed as a percentile ranking of the Company’s TSR as compared to the Company’s peer group set forth in the PSU Award Agreement. The Company’s peer group includes 35 publicly traded companies, which are reflective of the S&P 500 Software & Services index and were selected by the Compensation Committee. The calculation of TSR for purposes of the 2022 PSU Awards is the same as for the 2021 PSU Awards, except that references to the average VWAP during the 60 trading day period ending December 31, 2020 are replaced with the average VWAP during the 60 trading day period ending December 31, 2021.