XML 16 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
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table, the “compensation actually paid” to our CEO, and on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, our peer group TSR consisting of the Nasdaq Computer Index, our net income, and our Company-Selected Measure, Adjusted EBITDA.

 

 

 

 

 

 

Value of Initial Fixed $100

 

 

 

 

 

 

 

Investment Based On:

 

 

 

 

 

Average

Average

 

Peer

Net

Adjusted

Fiscal

SCT

CAP

SCT

CAP

 

Group

Income (Loss)

EBITDA5

Year

for CEO

to CEO

for Other NEOs

to Other NEOs

TSR

TSR

 ($ in 000s)

($ in 000s)

(a)

(b)1

 (c)2

(d)3

(e)2

(f)4

(g)4

(h)

(i)6

2023

$18,868,639

$32,576,149

$8,019,657

$11,369,482

$99.21

$131.64

($187,481)

$129,393

2022

$20,727,503

$7,337,947

$9,317,813

$5,706,542

$91.90

$79.08

($279,239)

$92,180

2021

$216,454,457

$191,673,896

$30,229,669

$32,002,898

$94.71

$123.13

($249,563)

$63,255

____________________

1 The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, Mr. Steinberg, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Fiscal Year 2023 Summary Compensation Table in this proxy statement and the Summary Compensation Tables in our Fiscal Year 2021 and 2022 proxy statements.

 

2 The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), reconciled in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Fair values set forth in the table are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. No adjustment is made for dividends because the amount associated with such dividends, if any were paid, are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below.

 

Fiscal

Year

Executives

(CEO & NEO Average)

SCT

Grant Date Value of New Awards

Year End Value of New Awards

Change in Value of Prior Awards

Change in Value of Vested Awards Granted in Prior Fiscal Years

Fair Value of Vested Awards Granted and Vested in Current Fiscal Year

Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions

Value of Dividends Paid on Equity Awards not reflected in Fair Value

Total Equity CAP

CAP

 

 

(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(c)=(i)+(ii)+(iii)+(iv)+(v)+(vi)

(d) =(a)-(b)+(c)

2023

CEO

$18,868,639

$16,361,999

$16,550,511

$10,328,095

$3,190,903

$0

$0

$0

$30,069,509

$32,576,149

Other NEOs

$8,019,657

$6,490,800

$7,087,946

$2,163,375

$589,303

$0

$0

$0

$9,840,625

$11,369,482

2022

CEO

$20,727,503

$18,336,846

$12,676,750

($4,661,189)

($3,068,271)

$0

$0

$0

$4,947,290

$7,337,947

Other NEOs

$9,317,813

$7,930,363

$5,400,880

($738,646)

($343,142)

$0

$0

$0

$4,319,092

$5,706,542

2021

CEO

$216,454,457

$213,985,907

$52,763,911

$131,781,235

$3,771,949

$888,251

$0

$0

$189,205,346

$191,673,896

Other NEOs

$30,229,669

$28,747,819

$3,279,380

$25,416,090

$1,790,949

$34,628

$0

$0

$30,521,048

$32,002,898

____________________

(a)The dollar amounts reported in the Summary Compensation Table for the applicable year.

(b)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(c)The recalculated value of equity awards for each applicable year.

(d)“Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.

3 The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table in this proxy statement. For each of 2021, 2022 and 2023, the other NEOs were: Christopher Greiner and Steven Gerber.

4 TSR is determined based on the value of an initial fixed investment of $100. Per SEC rules, 2021 TSR was calculated using $8.89, the closing price of our stock on the date of our initial public offering, June 10, 2021. The TSR peer group consists of the Nasdaq Computer Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

5 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Income and for a discussion of management’s use of non-GAAP measures.

 

6 We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to the CAP to our CEO and Other NEOs in 2023, consistent with the targets used for our incentive programs. See “Compensation Discussion and Analysis” for additional information.

   
Company Selected Measure Name Adjusted EBITDA    
Named Executive Officers, Footnote The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, Mr. Steinberg, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Fiscal Year 2023 Summary Compensation Table in this proxy statement and the Summary Compensation Tables in our Fiscal Year 2021 and 2022 proxy statements.    
Peer Group Issuers, Footnote TSR is determined based on the value of an initial fixed investment of $100. Per SEC rules, 2021 TSR was calculated using $8.89, the closing price of our stock on the date of our initial public offering, June 10, 2021. The TSR peer group consists of the Nasdaq Computer Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.    
PEO Total Compensation Amount $ 18,868,639 $ 20,727,503 $ 216,454,457
PEO Actually Paid Compensation Amount $ 32,576,149 7,337,947 191,673,896
Adjustment To PEO Compensation, Footnote The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), reconciled in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Fair values set forth in the table are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. No adjustment is made for dividends because the amount associated with such dividends, if any were paid, are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below.    
Non-PEO NEO Average Total Compensation Amount $ 8,019,657 9,317,813 30,229,669
Non-PEO NEO Average Compensation Actually Paid Amount $ 11,369,482 5,706,542 32,002,898
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), reconciled in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Fair values set forth in the table are computed in accordance with ASC 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. No adjustment is made for dividends because the amount associated with such dividends, if any were paid, are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below.

 

Fiscal

Year

Executives

(CEO & NEO Average)

SCT

Grant Date Value of New Awards

Year End Value of New Awards

Change in Value of Prior Awards

Change in Value of Vested Awards Granted in Prior Fiscal Years

Fair Value of Vested Awards Granted and Vested in Current Fiscal Year

Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions

Value of Dividends Paid on Equity Awards not reflected in Fair Value

Total Equity CAP

CAP

 

 

(a)

(b)

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(c)=(i)+(ii)+(iii)+(iv)+(v)+(vi)

(d) =(a)-(b)+(c)

2023

CEO

$18,868,639

$16,361,999

$16,550,511

$10,328,095

$3,190,903

$0

$0

$0

$30,069,509

$32,576,149

Other NEOs

$8,019,657

$6,490,800

$7,087,946

$2,163,375

$589,303

$0

$0

$0

$9,840,625

$11,369,482

2022

CEO

$20,727,503

$18,336,846

$12,676,750

($4,661,189)

($3,068,271)

$0

$0

$0

$4,947,290

$7,337,947

Other NEOs

$9,317,813

$7,930,363

$5,400,880

($738,646)

($343,142)

$0

$0

$0

$4,319,092

$5,706,542

2021

CEO

$216,454,457

$213,985,907

$52,763,911

$131,781,235

$3,771,949

$888,251

$0

$0

$189,205,346

$191,673,896

Other NEOs

$30,229,669

$28,747,819

$3,279,380

$25,416,090

$1,790,949

$34,628

$0

$0

$30,521,048

$32,002,898

____________________

(a)The dollar amounts reported in the Summary Compensation Table for the applicable year.

(b)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.

(c)The recalculated value of equity awards for each applicable year.

(d)“Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules.

   
Compensation Actually Paid vs. Total Shareholder Return

img141510557_4.jpg 

   
Compensation Actually Paid vs. Net Income

img141510557_5.jpg 

   
Compensation Actually Paid vs. Company Selected Measure

img141510557_6.jpg 

   
Total Shareholder Return Vs Peer Group

img141510557_4.jpg 

   
Tabular List, Table

2023 Performance Measures

The Compensation Committee uses a mix of performance measures to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for NEOs’ 2023 compensation decisions are listed in the table to the right, each of which is described in more detail in the CD&A.

 

 

Most Important Performance Measures

 

Adjusted EBITDA1

 

Revenue

 

Stock Price

 

____________________

1 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Income and for a discussion of management’s use of non-GAAP measures.

   
Total Shareholder Return Amount $ 99.21 91.9 94.71
Peer Group Total Shareholder Return Amount 131.64 79.08 123.13
Net Income (Loss) $ (187,481,000) $ (279,239,000) $ (249,563,000)
Company Selected Measure Amount 129,393,000 92,180,000 63,255,000
PEO Name Mr. Steinberg Mr. Steinberg Mr. Steinberg
Non-PEO Name Christopher Greiner and Steven Gerber Christopher Greiner and Steven Gerber Christopher Greiner and Steven Gerber
Measure:: 1      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
Non-GAAP Measure Description Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Income and for a discussion of management’s use of non-GAAP measures.    
Measure:: 2      
Pay vs Performance Disclosure      
Name Revenue    
Measure:: 3      
Pay vs Performance Disclosure      
Name Stock Price    
PEO | Grant Date Value of New Awards      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 16,361,999 $ 18,336,846 $ 213,985,907
PEO | Year End Value of New Awards      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 16,550,511 12,676,750 52,763,911
PEO | Change in Value of Prior Awards      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 10,328,095 (4,661,189) 131,781,235
PEO | Change in Value of Vested Awards Granted in Prior Fiscal Years      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,190,903 (3,068,271) 3,771,949
PEO | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 888,251
PEO | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Value of Dividends Paid on Equity Awards not reflected in Fair Value      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Total Equity CAP      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 30,069,509 4,947,290 189,205,346
Non-PEO NEO | Grant Date Value of New Awards      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 6,490,800 7,930,363 28,747,819
Non-PEO NEO | Year End Value of New Awards      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 7,087,946 5,400,880 3,279,380
Non-PEO NEO | Change in Value of Prior Awards      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,163,375 (738,646) 25,416,090
Non-PEO NEO | Change in Value of Vested Awards Granted in Prior Fiscal Years      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 589,303 (343,142) 1,790,949
Non-PEO NEO | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 34,628
Non-PEO NEO | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Value of Dividends Paid on Equity Awards not reflected in Fair Value      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Total Equity CAP      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 9,840,625 $ 4,319,092 $ 30,521,048