Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
Pay vs Performance Disclosure [Table] |
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Pay vs Performance [Table Text Block] |
Pay Versus Performance
The text
and accompanying tables in the section designated “Pay Versus Performance” beginning on page 63 of the Proxy Statement shall read as follows:
As
required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid”, for our
Principal Executive Officer (PEO) and our non-PEO NEOs, on an average basis, and certain financial performance of the Company for Fiscal Year 2022 and 2021. For further information concerning the Company’s variable pay-for-performance philosophy
and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
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2022
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$5,789,157
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($30,811,711)
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$1,961,158
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($1,410,451)
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$70.17
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$118.00
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($106,864)
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$4,251
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2021
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$1,256,250
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$79,887,250
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$4,001,770
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$26,200,762
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$117.39
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$120.35
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($406,787)
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($38,619)
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(1)
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Amounts reported in this column are the amounts of total compensation reported for Mr. Sell (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. See “Executive Compensation – Summary
Compensation Table.”
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(2)
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Amounts reported in this column represent the amount of “compensation actually paid” to Mr. Sell, 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 Mr. Sell during the applicable year. The increases and decreases in these values are attributable largely to the
changes in the value of Mr. Sell’s pre-IPO equity compensation awards in light of stock price movements. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sell’s total
compensation for each year to determine the compensation actually paid:
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SCT Total Compensation
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$1,256,250
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$5,789,157
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Less, value of Stock and Option Awards reported in SCT
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—
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$4,500,032
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Plus, Year-End value of Stock and Option Awards Granted in
Fiscal Year that are Unvested and Outstanding
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|
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—
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$2,812,164
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Plus, Change in Fair Value (from prior year-end) of Prior Year
Stock and Option Awards that are Outstanding and Unvested
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|
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$57,728,000
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($27,495,000)
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Plus, FMV of Stock and Option Awards Granted this Year and that Vested this Year
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|
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—
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—
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Plus, Change in Fair Value (from prior year-end) of Prior Year
Stock and Option Awards that Vested this Year
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$20,903,000
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($7,418,000)
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Less Prior Year Fair Value of Prior Year Stock and Option
Awards that Failed to Vest this Year
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—
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—
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Total Adjustments
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$78,631,000
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($36,600,868)
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Actual Compensation Paid
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$79,887,250
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($30,811,711)
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(3)
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For the portion of “compensation actually paid” that is based on year-end stock prices, $16.14 was used for 2022 and $27.00
was used for 2021.
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(4)
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Amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding
Mr. Sell) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Sell) included for purposes of calculating the average amounts in each applicable year are as
follows: (i) for 2022, Messrs. Bensley, Shaker, Venkatachaliah and Desai and (ii) for 2021, Messrs. Bensley, Shaker, Venkatachaliah, Desai and Halkias.
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(5)
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Amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding
Mr. Sell), 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 NEOs as a group (excluding Mr. Sell) 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 to determine the compensation actually paid:
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Average SCT Total Compensation
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$4,001,770
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$1,961,158
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Less, value of Stock and Option Awards reported in SCT
|
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$3,307,199
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$1,250,024
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Plus, Year-End value of Stock and Option Awards Granted in
Fiscal Year that are Unvested and Outstanding
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|
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$4,366,866
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$781,166
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Plus, Change in Fair Value (from prior year end) of Prior Year
Stock and Option Awards that are Outstanding and Unvested
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$780,300
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($2,545,313)
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Plus, FMV of Stock and Option Awards Granted this Year and that Vested this Year
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|
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—
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|
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—
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Plus, Change in Fair Value (from prior year-end) of Prior Year
Stock and Option Awards that Vested this Year
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$20,359,025
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($357,438)
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Less Prior Year Fair Value of Prior Year Stock and Option
Awards that Failed to Vest this Year
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|
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—
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|
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—
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Total Adjustments
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$22,198,992
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($3,371,609)
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Actual Compensation Paid
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$26,200,762
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($1,410,451)
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(6)
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Represents the peer group TSR (S&P 500 Health Care Index) as reflected in our Annual Report on Form 10-K pursuant to item
201(e) of Regulation S-K for the fiscal year ended December 31, 2022. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on April 14, 2021.
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(7)
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Reflects “Net Income” in the Company’s Consolidated Financial Statements included in the Company’s Annual Reports on Form 10-K
for each of the years ended December 31, 2022 and 2021.
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(8)
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Company-selected measure is Adjusted EBITDA, which is a non-GAAP financial measure that is defined as net income (loss) adjusted
to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) geography entry costs, (vi) stock-based compensation
expense, (vii) severance and related costs, and (viii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We chose Adjusted EBITDA as our Company-selected measure for evaluating pay
versus performance because, among other reasons, it is a performance metric in our annual incentive plan. See “Executive Compensation – Elements of Our Executive Compensation Program – Annual Incentive Compensation.”
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Company Selected Measure Name |
Adjusted EBITDA
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Named Executive Officers, Footnote [Text Block] |
(4)
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Amounts reported in this column represent the average of the amounts reported for the Company’s NEOs as a group (excluding
Mr. Sell) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Sell) included for purposes of calculating the average amounts in each applicable year are as
follows: (i) for 2022, Messrs. Bensley, Shaker, Venkatachaliah and Desai and (ii) for 2021, Messrs. Bensley, Shaker, Venkatachaliah, Desai and Halkias.
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Peer Group Issuers, Footnote [Text Block] |
(6)
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Represents the peer group TSR (S&P 500 Health Care Index) as reflected in our Annual Report on Form 10-K pursuant to item
201(e) of Regulation S-K for the fiscal year ended December 31, 2022. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on April 14, 2021.
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PEO Total Compensation Amount |
$ 5,789,157
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$ 1,256,250
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PEO Actually Paid Compensation Amount |
$ (30,811,711)
|
79,887,250
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Adjustment To PEO Compensation, Footnote [Text Block] |
(2)
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Amounts reported in this column represent the amount of “compensation actually paid” to Mr. Sell, 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 Mr. Sell during the applicable year. The increases and decreases in these values are attributable largely to the
changes in the value of Mr. Sell’s pre-IPO equity compensation awards in light of stock price movements. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Sell’s total
compensation for each year to determine the compensation actually paid:
|
SCT Total Compensation
|
|
|
$1,256,250
|
|
|
$5,789,157
|
Less, value of Stock and Option Awards reported in SCT
|
|
|
—
|
|
|
$4,500,032
|
Plus, Year-End value of Stock and Option Awards Granted in
Fiscal Year that are Unvested and Outstanding
|
|
|
—
|
|
|
$2,812,164
|
Plus, Change in Fair Value (from prior year-end) of Prior Year
Stock and Option Awards that are Outstanding and Unvested
|
|
|
$57,728,000
|
|
|
($27,495,000)
|
Plus, FMV of Stock and Option Awards Granted this Year and that Vested this Year
|
|
|
—
|
|
|
—
|
Plus, Change in Fair Value (from prior year-end) of Prior Year
Stock and Option Awards that Vested this Year
|
|
|
$20,903,000
|
|
|
($7,418,000)
|
Less Prior Year Fair Value of Prior Year Stock and Option
Awards that Failed to Vest this Year
|
|
|
—
|
|
|
—
|
Total Adjustments
|
|
|
$78,631,000
|
|
|
($36,600,868)
|
Actual Compensation Paid
|
|
|
$79,887,250
|
|
|
($30,811,711)
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 1,961,158
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4,001,770
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ (1,410,451)
|
26,200,762
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Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
(5)
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Amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding
Mr. Sell), 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 NEOs as a group (excluding Mr. Sell) 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 to determine the compensation actually paid:
|
Average SCT Total Compensation
|
|
|
$4,001,770
|
|
|
$1,961,158
|
Less, value of Stock and Option Awards reported in SCT
|
|
|
$3,307,199
|
|
|
$1,250,024
|
Plus, Year-End value of Stock and Option Awards Granted in
Fiscal Year that are Unvested and Outstanding
|
|
|
$4,366,866
|
|
|
$781,166
|
Plus, Change in Fair Value (from prior year end) of Prior Year
Stock and Option Awards that are Outstanding and Unvested
|
|
|
$780,300
|
|
|
($2,545,313)
|
Plus, FMV of Stock and Option Awards Granted this Year and that Vested this Year
|
|
|
—
|
|
|
—
|
Plus, Change in Fair Value (from prior year-end) of Prior Year
Stock and Option Awards that Vested this Year
|
|
|
$20,359,025
|
|
|
($357,438)
|
Less Prior Year Fair Value of Prior Year Stock and Option
Awards that Failed to Vest this Year
|
|
|
—
|
|
|
—
|
Total Adjustments
|
|
|
$22,198,992
|
|
|
($3,371,609)
|
Actual Compensation Paid
|
|
|
$26,200,762
|
|
|
($1,410,451)
|
|
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Total Shareholder Return Amount |
$ 70.17
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117.39
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Peer Group Total Shareholder Return Amount |
118
|
120.35
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Net Income (Loss) |
$ (106,864,000)
|
$ (406,787,000)
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Company Selected Measure Amount |
4,251,000
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(38,619,000)
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PEO Name |
Mr. Sell
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Mr. Sell
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Share price |
$ 27
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$ 16.14
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Measure [Axis]: 1 |
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Pay vs Performance Disclosure [Table] |
|
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Non-GAAP Measure Description [Text Block] |
(8)
|
Company-selected measure is Adjusted EBITDA, which is a non-GAAP financial measure that is defined as net income (loss) adjusted
to exclude: (i) income (loss) from discontinued operations, net of income taxes, (ii) interest expense, (iii) income tax expense (benefit), (iv) depreciation and amortization, (v) geography entry costs, (vi) stock-based compensation
expense, (vii) severance and related costs, and (viii) certain other items that are not considered by us in the evaluation of ongoing operating performance. We chose Adjusted EBITDA as our Company-selected measure for evaluating pay
versus performance because, among other reasons, it is a performance metric in our annual incentive plan. See “Executive Compensation – Elements of Our Executive Compensation Program – Annual Incentive Compensation.”
|
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PEO [Member] | Total Adjustments [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
$ (36,600,868)
|
$ 78,631,000
|
PEO [Member] | Value of Stock and Option Awards Reported in SCT [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
(4,500,032)
|
0
|
PEO [Member] | Year-End value of Stock and Option Awards Granted in Fiscal Year that are Unvested and Outstanding [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
2,812,164
|
0
|
PEO [Member] | Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that are Outstanding and Unvested [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
(27,495,000)
|
57,728,000
|
PEO [Member] | FMV of Stock and Option Awards Granted this Year and that Vested this Year [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
0
|
0
|
PEO [Member] | Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that Vested this Year [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
(7,418,000)
|
20,903,000
|
PEO [Member] | Prior Year Fair Value of Prior Year Stock and Option Awards that Failed to Vest this Year [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
0
|
0
|
Non-PEO NEO [Member] | Total Adjustments [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
(3,371,609)
|
22,198,992
|
Non-PEO NEO [Member] | Value of Stock and Option Awards Reported in SCT [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
(1,250,024)
|
(3,307,199)
|
Non-PEO NEO [Member] | Year-End value of Stock and Option Awards Granted in Fiscal Year that are Unvested and Outstanding [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
781,166
|
4,366,866
|
Non-PEO NEO [Member] | Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that are Outstanding and Unvested [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
(2,545,313)
|
780,300
|
Non-PEO NEO [Member] | FMV of Stock and Option Awards Granted this Year and that Vested this Year [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
0
|
0
|
Non-PEO NEO [Member] | Change in Fair Value (from prior year-end) of Prior Year Stock and Option Awards that Vested this Year [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
(357,438)
|
20,359,025
|
Non-PEO NEO [Member] | Prior Year Fair Value of Prior Year Stock and Option Awards that Failed to Vest this Year [Member] |
|
|
Pay vs Performance Disclosure [Table] |
|
|
Adjustment to Compensation Amount |
$ 0
|
$ 0
|