XML 37 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020


	SCT Total for PEO ($)	Compensation Actually Paid to PEO ($)(2)	Average SCT Total for Non-PEO Named Executive Officers ($)(3)	Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(2)(3)	Value of Initial Fixed $100 Investment Based on(4):
Year(1)					Total Shareholder Return ($)	Peer Group Total Shareholder Return ($)	Net Income ($ in millions)	Adjusted EBITDA ($ in millions)(5)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2023	9,674,976	19,073,744	2,415,782	4,326,151	182	127	168	324
2022	11,050,279	13,210,191	2,631,687	3,087,365	116	102	405	318
2021	6,323,603	6,323,603	1,620,284	1,620,284	n/a	n/a	154	310
2020	5,003,692	5,003,692	1,369,040	1,362,156	n/a	n/a	84	85

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

Mr. Lynn served as PEO and Mr. Dippold, Mr. Baylouny, Mr. Dorfman and Ms. Wallace served as Non-PEO NEOs since 2020.

Peer Group Issuers, Footnote

Reflects our Cumulative TSR and our Peer Group Cumulative TSR for each measurement period from the date of our public listing (November 29, 2022) through December 31, 2023. Dividends are assumed to be reinvested, and the returns of each company in our PVP Peer Group are weighted to reflect relative stock market capitalization. Results assume that $100 was invested on November 29, 2022 (our first trading day), in each of our common stock and the stocks comprising our PVP Peer Group. Our PVP Peer Group is the same peer group used in the Performance Graph for purposes of Item 201(e)(1)(ii) of Regulation S-K in our 2023 Annual Report, the S&P Aerospace & Defense Select Industry Index.

PEO Total Compensation Amount

$ 9,674,976

$ 11,050,279

$ 6,323,603

$ 5,003,692

PEO Actually Paid Compensation Amount

$ 19,073,744

13,210,191

6,323,603

5,003,692

Adjustment To PEO Compensation, Footnote

Reconciliations of SCT Total Compensation to CAP Total Compensation for our PEO and Average SCT Total Compensation to Average CAP Total Compensation for our non-PEO NEOs is shown below:

Adjustments to Determine CAP for PEO


Covered Fiscal Year	2023 ($)	2022 ($)	2021 ($)	2020 ($)
SCT Total for PEO	9,674,976	11,050,279	6,323,603	5,003,692
Pension Adjustments(i)
Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year	—	—	—	—
Add pension value attributable to covered fiscal year’s “service cost”	—	—	—	—
Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods	—	—	—	—


Covered Fiscal Year	2023 ($)	2022 ($)	2021 ($)	2020 ($)
Equity Adjustments(ii)
Subtract fair value (as of grant date) reported in the “Stock Awards” and “Option Awards” columns in the SCT for the covered fiscal year	3,263,996	5,881,021	—	—
Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end	6,105,185	8,040,933	—	—
Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year	—	—	—	—
Add the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year	6,583,569	—	—	—
Add the change in fair value from the prior year-end to vesting date for equity awards granted in prior fiscal years that vested during covered fiscal year	(25,990)	—	—	—
Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during covered fiscal year	—	—	—	—
Add incremental fair value (as of modification date) of equity awards modified during covered fiscal year	—	—	—	—
Add dividends or other earnings paid on equity awards during covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year	—	—	—	—
Total Adjustments	9,398,768	2,159,912	—	—
CAP Total for PEO	19,073,744	13,210,191	6,323,603	5,003,692

For all years, there was no pension value attributable to “service cost” or “prior service cost,” so no adjustments are reflected for these values required to be added as part of the CAP pension adjustments.

2.The fair value or incremental fair value of all incentive equity awards is determined in accordance with ASC 718, “Compensation – Stock Compensation,” generally using the same methodology and assumptions the Company uses for financial reporting purposes when determining the grant date fair value of our equity awards reflected in the Summary Compensation Table; provided, in order to properly value equity awards for the PVP disclosure, we adjusted the stock price to reflect the closing stock price as of the relevant measurement date. For awards outstanding on the last day of 2022 and 2023, the closing stock price used was $12.78 and $20.04, respectively. For RSUs that vested in 2023, the closing stock price as of the vesting date was $12.35. In valuing outstanding Founders PRSUs and the portion of the 2022 and 2023 PRSUs subject to market-based vesting conditions, the assumptions in the Monte Carlo model we use for determining grant date fair value were adjusted to reflect changes in each of the following as of the relevant measurement date: stock price volatility, time remaining in the performance period, actual relative TSR and stock price performance, and risk free interest rates. In valuing the portion of our outstanding 2022 and 2023 PRSUs subject to Company performance-based vesting conditions, the value for the covered fiscal year is based upon the probable outcome of the performance conditions as of the last day of the fiscal year.

Non-PEO NEO Average Total Compensation Amount

$ 2,415,782

2,631,687

1,620,284

1,369,040

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,326,151

3,087,365

1,620,284

1,362,156

Adjustment to Non-PEO NEO Compensation Footnote

Reconciliations of SCT Total Compensation to CAP Total Compensation for our PEO and Average SCT Total Compensation to Average CAP Total Compensation for our non-PEO NEOs is shown below:

Adjustments to Determine Average CAP for Non-PEO Named Executive Officers as a Group


Covered Fiscal Year	2023 ($)	2022 ($)	2021 ($)	2020 ($)
Average SCT Total for Non-PEO NEOs	2,415,782	2,631,687	1,620,284	1,369,040
Pension Adjustments(i)
Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year	9,878	—	—	7,248
Add pension value attributable to covered fiscal year’s “service cost”	—	—	—	—
Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods	—	—	—	—


Covered Fiscal Year	2023 ($)	2022 ($)	2021 ($)	2020 ($)
Equity Adjustments(ii)
Subtract fair value (as of grant date) reported in the “Stock Awards” and “Option Awards” columns in the SCT for the covered fiscal year	659,865	1,207,969	—	—
Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end	1,234,256	1,663,647	—	—
Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year	—	—	—	—
Add the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year	1,351,114	—	—	—
Add the change in fair value from the prior year-end to vesting date for equity awards granted in prior fiscal years that vested during covered fiscal year	(5,258)	—	—	—
Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during covered fiscal year	—	—	—	—
Add incremental fair value (as of modification date) of equity awards modified during covered fiscal year	—	—	—	—
Add dividends or other earnings paid on equity awards during covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year	—	—	—	—
Total Adjustments	1,910,369	455,678	—	(7,248)
CAP Total for Non-PEO NEOs	4,326,151	3,087,365	1,620,284	1,362,156

Compensation Actually Paid vs. Total Shareholder Return

Relationship between CAP and the Company’s Cumulative TSR

As shown above in the “2023 Pay Versus Performance Table,” the PEO’s and other NEOs’ CAP amounts generally align with the Company’s Cumulative TSR. This is due primarily to the Company’s use of equity incentives, which are tied directly to the stock price in addition to the Company’s financial performance.

Compensation Actually Paid vs. Net Income

Relationship between CAP and Company Net Income over FY 2020-2023

The following graphic depicts the relationship of the CAP received by our PEO and other NEOs in 2020, 2021, 2022 and 2023 to the Company’s Net Income.

Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP and Company Adjusted EBITDA over FY 2020-2023

The following graphic depicts the relationship of the CAP received by our PEO and other NEOs in 2020, 2021, 2022 and 2023 to the Company’s Adjusted EBITDA*.

* This is a non-GAAP financial measure. For more information, see “Appendix C: Non-GAAP Financial Measures” to this proxy statement.

Total Shareholder Return Vs Peer Group

Relationship between the Company’s Cumulative TSR and its Peer Group’s Cumulative TSR

Tabular List, Table


Most Important Performance Measures
Revenue
Adjusted EBITDA
Free Cash Flow

Total Shareholder Return Amount

$ 182

116

Peer Group Total Shareholder Return Amount

127

102

Net Income (Loss)

$ 168,000,000

$ 405,000,000

$ 154,000,000

$ 84,000,000

Company Selected Measure Amount

324,000,000

318,000,000

310,000,000

85,000,000

PEO Name

Mr. Lynn

Additional 402(v) Disclosure

2023 Pay Versus Performance Table

The following table sets forth (i) the total and average total compensation set forth in the Summary Compensation Table (“SCT”) for the CEO and the other NEOs as a group, respectively; (ii) the total and average total CAP (as determined in accordance with Item 402(v)) for the CEO and the other NEOs as a group, respectively; (iii) the Company’s cumulative TSR (“Cumulative TSR”) and the cumulative TSR (“Peer Group Cumulative TSR”) of our Item 402(v) peer group (“PVP Peer Group”), as determined in accordance with Item 402(v); and (iv) Net Income and Adjusted EBITDA, for the previous four years.

Represents CAP for our PEO and Average CAP for our non-PEO NEOs as a group, as determined in accordance with Item 402(v) and does not reflect the compensation ultimately earned or realized by our PEO or non-PEO NEOs.Reflects the average SCT and CAP “Total Compensation” of each of the non-PEO NEOs (determined as set forth below).

Narrative to the 2023 Pay Versus Performance Table

As noted above, we are required to provide the above tabular and below narrative disclosures in order to comply with Item 402(v).

The following graph illustrates the relationship between the CAP for our PEO and the Average CAP of our Non-PEO NEOs and the performance measures set forth in the above table.