Insperity (NSP) PRE 14A28 Mar 24Preliminary proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	PRE 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	INSPERITY, INC.
Entity Central Index Key	0001000753

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Pay vs Performance Disclosure [Table]
Pay vs Performance [Table Text Block]	Value of Initial Fixed $100 Investment Based on: Year Summary Compensation Table Total for PEO 1 ($) (b) Compensation Actually Paid to PEO 2 ($) (c) Average Summary Compensation Table Total for Non-PEO NEOs 3 ($) (d) Average Compensation Actually Paid to Non-PEO NEOs 2 ($) (e) Total Shareholder Return (TSR) 4 ($) (f) Peer Group Total Shareholder Return (TSR) 5 ($) (g) Net Income 6 ($) (h) Company Selected Measure (CSM) Adjusted EBITDA 7 ($) (i) 2023 8,010,011 5,857,449 2,047,796 1,782,442 150.11 121.22 171,382 353,630 2022 10,700,380 15,936,961 3,035,129 3,804,625 142.65 113.87 179,350 352,295 2021 9,624,154 13,826,504 2,754,388 3,770,647 145.44 152.43 124,080 254,946 2020 9,561,338 13,276,744 3,380,686 4,449,825 96.84 100.85 138,237 288,620
Named Executive Officers, Footnote [Text Block]	Mr. Sarvadi was our principal executive officer or “PEO” for each of the reported fiscal years. The dollar amounts reported in column (b) are the amounts reported for Mr. Sarvadi, for each corresponding year in the Total column of the Summary Compensation Table . The names of each of the NEOs included for these purposes in each applicable year were as follows: (a) for 2023 Messrs. Allison, Arizpe, Herink, and Sharp; (b) for 2022, Messrs. Allison, Arizpe, Herink, and Sharp; (c) for 2021, Messrs. Allison, Arizpe, Herink, and Sharp as well as Jay Mincks, our retired Executive Vice President of Sales and Marketing; and (d) for 2020, Messrs. Arizpe, Herink, Mincks, and Sharp. The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s non-PEO NEO’s as a group in the Total column of the Summary Compensation Table .
Peer Group Issuers, Footnote [Text Block]	The Peer Group TSR used for this purpose is the S&P 1500 Composite Human Resource and Employment Services Index, which we also use in the stock performance graph required by Item 201(a) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 8, 2024 and our prior Form 10-K for the year ended December 31, 2022 filed with the SEC on February 9, 2023.
PEO Total Compensation Amount	$ 8,010,011	$ 10,700,380	$ 9,624,154	$ 9,561,338
PEO Actually Paid Compensation Amount	$ 5,857,449	15,936,961	13,826,504	13,276,744
Adjustment To PEO Compensation, Footnote [Text Block]	The dollar amounts reported in column (c) and column (d) represent the amount of “compensation actually paid” to Mr. Sarvadi and to our non-PEO NEOs as a group, respectively, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually earned, realized or received. In accordance with these rules, the amounts reflected as Total Compensation in the Summary Compensation Table were adjusted as shown below: Summary Compensation Table Total to Compensation Actually Paid Reconciliation Summary Compensation Total ($) Less: Value of stock awards reported in Summary Compensation Table in the covered year ($) Plus: Year-end fair value of outstanding and unvested equity awards granted in the year ($) Plus (Less): Year-over-year change in fair value of outstanding and unvested equity awards granted in prior years a ($) Plus (Less): Year-over-year change in fair value of equity awards granted in prior years that vested in the year ($) Compensation Actually Paid ($) PEO 2023 8,010,011 (6,544,828) 5,430,568 (1,922,830) 884,528 5,857,449 Non-PEO NEOs 2023 2,047,796 (1,293,580) 1,110,132 (263,523) 181,617 1,782,442 a Includes value of any dividend equivalents credited in the applicable year that are otherwise not reflected in the fair value of such award.
Non-PEO NEO Average Total Compensation Amount	$ 2,047,796	3,035,129	2,754,388	3,380,686
Non-PEO NEO Average Compensation Actually Paid Amount	$ 1,782,442	3,804,625	3,770,647	4,449,825
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]	The dollar amounts reported in column (c) and column (d) represent the amount of “compensation actually paid” to Mr. Sarvadi and to our non-PEO NEOs as a group, respectively, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually earned, realized or received. In accordance with these rules, the amounts reflected as Total Compensation in the Summary Compensation Table were adjusted as shown below: Summary Compensation Table Total to Compensation Actually Paid Reconciliation Summary Compensation Total ($) Less: Value of stock awards reported in Summary Compensation Table in the covered year ($) Plus: Year-end fair value of outstanding and unvested equity awards granted in the year ($) Plus (Less): Year-over-year change in fair value of outstanding and unvested equity awards granted in prior years a ($) Plus (Less): Year-over-year change in fair value of equity awards granted in prior years that vested in the year ($) Compensation Actually Paid ($) PEO 2023 8,010,011 (6,544,828) 5,430,568 (1,922,830) 884,528 5,857,449 Non-PEO NEOs 2023 2,047,796 (1,293,580) 1,110,132 (263,523) 181,617 1,782,442 a Includes value of any dividend equivalents credited in the applicable year that are otherwise not reflected in the fair value of such award.
Compensation Actually Paid vs. Total Shareholder Return [Text Block]	CAP Versus TSR The following chart shows the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs as a group, together with the Company’s cumulative TSR, and the Peer Group TSR of the S&P 1500 Composite Human Resource and Employment Services Index, for the applicable years.
Compensation Actually Paid vs. Net Income [Text Block]	CAP Versus Net Income The following chart shows the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs as a group, together with the Company’s net income for the applicable years. Although the Company does not use net income as a performance measure in the overall executive compensation program, the Company believes net income is correlated with non-GAAP adjusted EBITDA and EBITDAIC, which represent the largest components of NEO compensation.
Compensation Actually Paid vs. Company Selected Measure [Text Block]	CAP Versus Adjusted EBITDA The following chart shows the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to our non-PEO NEOs as a group, together with the Company’s non-GAAP Adjusted EBITDA for the applicable years. The Company selected non-GAAP Adjusted EBITDA as our CSM as it represents the largest component of our LTIP and NEO compensation.
Tabular List [Table Text Block]	Adjusted EBITDA (financial performance measure) • Adjusted EBITDAIC (financial performance measure) • Relative TSR (financial performance measure) • Growth in Number of Traditional Employment Employees (WX Employee Growth) (non-financial performance measure) • Growth in Average WSEEs Paid (non-financial performance measure)
Total Shareholder Return Amount	$ 150.11	142.65	145.44	96.84
Peer Group Total Shareholder Return Amount	121.22	113.87	152.43	100.85
Net Income (Loss)	$ 171,382,000	$ 179,350,000	$ 124,080,000	$ 138,237,000
Company Selected Measure Amount	353,630,000	352,295,000	254,946,000	288,620,000
PEO Name	Sarvadi
Additional 402(v) Disclosure [Text Block]	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 of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is the closing price on December 31, 2019. Net Income is a GAAP financial measure. Please read our annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 8, 2024 and our prior Form 10-K for the year ended December 31, 2022 filed with the SEC on February 9, 2023.
Measure [Axis]: 1
Pay vs Performance Disclosure [Table]
Measure Name	Adjusted EBITDA
Non-GAAP Measure Description [Text Block]	Adjusted EBITDA is a non-GAAP financial measure used by management to analyze the Company’s performance. Adjusted EBITDA represents EBITDA (earnings before interest, taxes, depreciation and amortization) plus stock-based compensation, amortization of SaaS implementation costs and certain other predefined specified items. Please read Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Non-GAAP Financial Measures,” in our annual report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 8, 2024 and our prior Form 10-K for the year ended December 31, 2022 filed with the SEC on February 9, 2023 for a reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.
Measure [Axis]: 2
Pay vs Performance Disclosure [Table]
Measure Name	Adjusted EBITDAIC
Measure [Axis]: 3
Pay vs Performance Disclosure [Table]
Measure Name	Relative TSR
Measure [Axis]: 4
Pay vs Performance Disclosure [Table]
Measure Name	Growth in Number of Traditional Employment Employees (WX Employee Growth)
Measure [Axis]: 5
Pay vs Performance Disclosure [Table]
Measure Name	Growth in Average WSEEs Paid
PEO [Member] \| Equity Award Adjustments [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ (6,544,828)
PEO [Member] \| Equity Awards Granted During the Year, Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	5,430,568
PEO [Member] \| Equity Awards Granted in Prior Years, Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(1,922,830)
PEO [Member] \| Equity Awards Granted in Prior Years, Vested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	884,528
Non-PEO NEO [Member] \| Equity Award Adjustments [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(1,293,580)
Non-PEO NEO [Member] \| Equity Awards Granted During the Year, Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	1,110,132
Non-PEO NEO [Member] \| Equity Awards Granted in Prior Years, Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(263,523)
Non-PEO NEO [Member] \| Equity Awards Granted in Prior Years, Vested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 181,617