XML 39 R2.htm IDEA: XBRL DOCUMENT v3.24.1.u1
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 Table
Summary Compensation Table Total for PEO(1)
Compensation Actually Paid to PEO(2)
Average Summary Compensation Table Total for Non-PEO NEOs(3)
Average Compensation Actually Paid to Non-PEO NEOs(4)
Value of Initial Fixed $100 Investment Based On:Net Loss
(in 000s)
Revenue(7)
(In 000s)
Total Shareholder Return(5)
Peer Group Total Shareholder Return(6)
2023$9,259,796 $11,610,194 $4,839,761 $6,033,046 $192.24 $221.06 $(78,284)$798,710 
20229,984,784 2,495,451 4,437,051 (307,171)159.22132.79(92,222)683,191 
20218,480,631 9,080,956 3,826,808 3,777,785 229.84206.76(46,677)541,130 
20207,450,968 42,535,471 3,483,987 12,993,389 218.11149.98(42,731)440,221 
     
Company Selected Measure Name Revenue      
Named Executive Officers, Footnote
(1)    The dollar amounts are the total compensation reported for Mr. Yoran (our principal executive officer ("PEO") for each corresponding year in the “Total” column of the Summary Compensation Table.
The dollar amounts represent the average of the amounts reported for our NEOs as a group (excluding Mr. Yoran) in the “Total” column of the Summary Compensation Table in each applicable year. The non-PEO NEOs in each applicable year are as follows: (i) for 2023, Messrs. Thurmond and Vintz; (ii) for 2022, Messrs. Riddick, Thurmond and Vintz and (iii) for 2021 and 2020, Messrs. Riddick and Vintz.
     
Peer Group Issuers, Footnote 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 NASDAQ Computer Index, which is the industry peer group used in our Annual Report pursuant to Item 201(e) of Regulation S-K for the year ended December 31, 2023.      
PEO Total Compensation Amount $ 9,259,796 $ 9,984,784 $ 8,480,631 $ 7,450,968
PEO Actually Paid Compensation Amount $ 11,610,194 2,495,451 9,080,956 42,535,471
Adjustment To PEO Compensation, Footnote Compensation actually paid to Mr. Yoran does not reflect the actual amount of compensation earned by or paid. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Yoran’s total compensation to determine the compensation actually paid:
Equity Award Adjustments(a)
Summary Compensation Table Total for PEO
Less: Reported Value of Equity Awards(b)
Add: Year End Fair Value of Equity Awards Granted in the Year
Add: Change in Fair Value from the end of the Prior Year to the end of the Covered Year of Equity Awards Granted in Prior Years
Add: Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year
Total Compensation Actually Paid to PEO
2023$9,259,796 $8,299,918 $8,302,787 $1,506,143 $841,386 $11,610,194 
_____________
(a)    There were no other assumptions made in the valuation of equity awards that differ materially from those disclosed as of the grant date of such equity awards.
(b)    The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
     
Non-PEO NEO Average Total Compensation Amount $ 4,839,761 4,437,051 3,826,808 3,483,987
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,033,046 (307,171) 3,777,785 12,993,389
Adjustment to Non-PEO NEO Compensation Footnote Average compensation actually paid to our non-PEO NEOs does not reflect the actual amount of compensation earned by or paid. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our non-PEO NEOs average total compensation to determine the compensation actually paid, using the same methodology described above in Note 2:
Equity Award Adjustments(a)
Average Summary Compensation Table Total for Non-PEO NEOs
Less: Reported Value of Equity Awards(b)
Add: Year End Fair Value of Equity Awards Granted in the Year
Add: Change in Fair Value from the end of the Prior Year to the end of the Covered Year of Equity Awards Granted in Prior Years
Add: Change in Fair Value on the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year
Total Average Compensation Actually Paid to Non-PEO NEOs
2023$4,839,761 $4,062,442 $4,063,845 $765,842 $426,040 $6,033,046 
_____________
(a)    There were no other assumptions made in the valuation of equity awards that differ materially from those disclosed as of the grant date of such equity awards.
(b)    The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.
     
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid, TSR and Peer Group TSR
The following graph sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our other NEOs, and the Company’s cumulative TSR and the cumulative TSR of the NASDAQ Computer Index over the four most recently completed fiscal years.
4781
     
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Loss
The following graph sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our other NEOs, and the Company’s net loss over the four most recently completed fiscal years.
5059
     
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and Revenue
The following graph sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our other NEOs, and revenue over the four most recently completed fiscal years. For further information on how Revenue impacts executive compensation, please see the Compensation Discussion and Analysis beginning on page 45.
5463
     
Total Shareholder Return Vs Peer Group
Compensation Actually Paid, TSR and Peer Group TSR
The following graph sets forth the relationship between compensation actually paid to our PEO, the average of compensation actually paid to our other NEOs, and the Company’s cumulative TSR and the cumulative TSR of the NASDAQ Computer Index over the four most recently completed fiscal years.
4781
     
Total Shareholder Return Amount $ 192.24 159.22 229.84 218.11
Peer Group Total Shareholder Return Amount 221.06 132.79 206.76 149.98
Net Income (Loss) $ (78,284,000) $ (92,222,000) $ (46,677,000) $ (42,731,000)
Company Selected Measure Amount 798,710,000 683,191,000 541,130,000 440,221,000
PEO Name Mr. Yoran      
Additional 402(v) Disclosure
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.
Total shareholder return ("TSR") is determined based on the value of an initial fixed investment of $100 on December 31, 2019. 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.Revenue is selected as the most important performance measurement for the current year.
Important Performance Measures
The most important financial performance measures used by the company to link compensation actually paid 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.
Relationships Between Compensation Actually Paid and Financial Performance Measures
As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationships between the pay and performance measures that are included in the pay versus performance tabular disclosure above. As noted above, other than with respect to Revenue, the performance measures included in the graphs below do not align with how the Company or the Compensation Committee view the link between the Company's performance and NEO pay. The “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent how our Compensation Committee assesses or determines the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.
     
Measure:: 1        
Pay vs Performance Disclosure        
Name Bookings      
Measure:: 2        
Pay vs Performance Disclosure        
Name •Revenue      
Measure:: 3        
Pay vs Performance Disclosure        
Name Unlevered Free Cash Flow      
PEO | Equity Awards Reported Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 8,299,918      
PEO | Equity Awards Granted During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 8,302,787      
PEO | Equity Awards Granted In Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,506,143      
PEO | Equity Awards Granted In Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 841,386      
Non-PEO NEO | Equity Awards Reported Value [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,062,442      
Non-PEO NEO | Equity Awards Granted During the Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,063,845      
Non-PEO NEO | Equity Awards Granted In Prior Years, Unvested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 765,842      
Non-PEO NEO | Equity Awards Granted In Prior Years, Vested [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 426,040