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 | Value of Initial $100 Investment Based on Summary Average Summary Average Peer Group Compensation Compensation Compensation Compensation Total Total Table Total for Actually Paid Table Total for Actually Paid to Shareholder Shareholder Net Income (loss) Adjusted EBITDA (5) Year PEO (1) to PEO (2) (3) Non-PEO NEOs (1) Non-PEO NEOs (2) (3) Return Return (4) (in thousands) (in thousands) 2023 $ 40,058 $ 43,533,121 $ 17,716,938 $ 28,506,155 $ 352.52 $ 139.14 $ 174,227 $ 329,335 2022 33,203 13,687,307 4,305,869 2,091,584 226.43 118.69 147,139 232,313 2021 33,115 253,610,579 5,634,227 30,194,861 214.25 143.55 (60,018) 178,112 2020 2,559,392 278,740,704 1,914,694 31,929,509 167.21 117.10 (1,724) 155,808 (1) For each year presented, Patrick W. Smith was our PEO; reflects amounts reported in the Summary Compensation Table for the respective years. Our non-PEO NEOs for 2023 were Ms. Bagley and Messrs. Isner and Kunins. Our non-PEO NEOs for 2022 were Ms. Bagley and Messrs. Isner, Kunins, Larson, Ahsan and Zito. Our non-PEO NEOs for 2021 and 2020 were Messrs. Larson, Ahsan, Isner and Kunins. Average compensation for the non-PEO NEOs reflects amounts reported in the Summary Compensation Table for the respective years. (2) Amounts shown for compensation actually paid (“CAP”) are computed in accordance with Item 402(v) of Regulation S-K under the Exchange Act and do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. These amounts reflect total compensation as reported in the Summary Compensation Table with certain adjustments as required by Item 402(v) of Regulation S-K as described in Note (3) below. (3) CAP reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below and calculated in accordance with ASC Topic 718. The valuation methodologies and assumptions used to calculate CAP are based on the grant date fair value of these awards as disclosed in the Company’s consolidated financial statements filed with the SEC on Form 10-K for each of the years reflected in the table below: Summary Compensation Table Total to CAP Reconciliation for the PEO and the other NEOs: Calculation for PEO Calculation (a) of Compensation Actually Paid Year 2020 Year 2021 Year 2022 Year 2023 Summary Compensation Table Total $ 2,559,392 $ 33,115 $ 33,203 $ 40,058 Less grant date fair value of stock and option awards (b) (2,531,425) — — — Add change in fair value (whether positive or negative) as of vesting date of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during the fiscal year 405,161 227,074,553 — 43,493,063 Add change in fair value (whether positive or negative) as of fiscal year-end for unvested and outstanding awards or forfeited awards granted in prior fiscal years 278,307,576 26,502,911 13,654,104 — Compensation Actually Paid $ 278,740,704 $ 253,610,579 $ 13,687,307 $ 43,533,121 Calculation for Average of Non-PEOs Calculation (a) of Compensation Actually Paid Year 2020 Year 2021 Year 2022 Year 2023 Summary Compensation Table Total 1,914,694 $ 5,634,227 $ 4,305,869 $ 17,716,938 Less grant date fair value of stock and option awards (1,156,333) (4,414,658) (3,502,709) (16,456,252) Add year-end fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year 469,229 3,515,309 4,596,869 18,641,953 Add change in fair value (whether positive or negative) as of vesting date of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during the fiscal year 220,174 21,247,901 51,093 5,910,764 Add change in fair value (whether positive or negative) as of fiscal year-end for unvested and outstanding awards or forfeited awards granted in prior fiscal years 30,481,745 4,212,082 (3,359,538) 2,692,752 Compensation Actually Paid $ 31,929,509 $ 30,194,861 $ 2,091,584 $ 28,506,155 (a) For the PEO and the other NEOs, for each covered year, fair value of awards that are granted and vest in the same covered fiscal year equals $0 , and fair value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year equals $0 . (b) The amount shown for 2020 represents the total stock compensation expense for modified shares related to a performance share unit (“PSU”) award for Mr. Smith. (4) Total Shareholder Return (“TSR”) shown in this table utilizes the Russell Midcap Index that we use in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company’s consolidated financial statements filed with the SEC on Form 10-K for each of the years reflected in the table above. The comparison assumes $100 was invested for the period starting December 31, 2020 through December 31 of the applicable fiscal year in each of the Company’s common stock and the Russell Midcap Index. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies included in the Russell Midcap Index. The historical stock price performance of our common stock shown is not necessarily indicative of future stock price performance. (5) Pursuant to Item 402(v) of Regulation S-K under the Exchange Act, we determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to CAP for our PEO and our other NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important such measure in future years. Adjusted EBITDA is defined as earnings before interest expense, investment interest income, income taxes, depreciation, amortization, non-cash stock-based compensation expense, fair value adjustments to strategic investments and marketable securities, transaction costs related to acquisitions and investments, and other unusual, non-recurring pre-tax items that are not considered representative of our underlying operating performance . For a reconciliation of Adjusted EBITDA to earnings, see “Reconciliation to Non-GAAP Measures.” | | | |
Company Selected Measure Name | Adjusted EBITDA | | | |
Named Executive Officers, Footnote | Value of Initial $100 Investment Based on Summary Average Summary Average Peer Group Compensation Compensation Compensation Compensation Total Total Table Total for Actually Paid Table Total for Actually Paid to Shareholder Shareholder Net Income (loss) Adjusted EBITDA (5) Year PEO (1) to PEO (2) (3) Non-PEO NEOs (1) Non-PEO NEOs (2) (3) Return Return (4) (in thousands) (in thousands) 2023 $ 40,058 $ 43,533,121 $ 17,716,938 $ 28,506,155 $ 352.52 $ 139.14 $ 174,227 $ 329,335 2022 33,203 13,687,307 4,305,869 2,091,584 226.43 118.69 147,139 232,313 2021 33,115 253,610,579 5,634,227 30,194,861 214.25 143.55 (60,018) 178,112 2020 2,559,392 278,740,704 1,914,694 31,929,509 167.21 117.10 (1,724) 155,808 (1) For each year presented, Patrick W. Smith was our PEO; reflects amounts reported in the Summary Compensation Table for the respective years. Our non-PEO NEOs for 2023 were Ms. Bagley and Messrs. Isner and Kunins. Our non-PEO NEOs for 2022 were Ms. Bagley and Messrs. Isner, Kunins, Larson, Ahsan and Zito. Our non-PEO NEOs for 2021 and 2020 were Messrs. Larson, Ahsan, Isner and Kunins. Average compensation for the non-PEO NEOs reflects amounts reported in the Summary Compensation Table for the respective years. | | | |
Peer Group Issuers, Footnote | (4) Total Shareholder Return (“TSR”) shown in this table utilizes the Russell Midcap Index that we use in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company’s consolidated financial statements filed with the SEC on Form 10-K for each of the years reflected in the table above. The comparison assumes $100 was invested for the period starting December 31, 2020 through December 31 of the applicable fiscal year in each of the Company’s common stock and the Russell Midcap Index. All dollar values assume reinvestment of the pre-tax value of dividends paid by companies included in the Russell Midcap Index. The historical stock price performance of our common stock shown is not necessarily indicative of future stock price performance. | | | |
PEO Total Compensation Amount | $ 40,058 | $ 33,203 | $ 33,115 | $ 2,559,392 |
PEO Actually Paid Compensation Amount | $ 43,533,121 | 13,687,307 | 253,610,579 | 278,740,704 |
Adjustment To PEO Compensation, Footnote | (3) CAP reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below and calculated in accordance with ASC Topic 718. The valuation methodologies and assumptions used to calculate CAP are based on the grant date fair value of these awards as disclosed in the Company’s consolidated financial statements filed with the SEC on Form 10-K for each of the years reflected in the table below: Summary Compensation Table Total to CAP Reconciliation for the PEO and the other NEOs: Calculation for PEO Calculation (a) of Compensation Actually Paid Year 2020 Year 2021 Year 2022 Year 2023 Summary Compensation Table Total $ 2,559,392 $ 33,115 $ 33,203 $ 40,058 Less grant date fair value of stock and option awards (b) (2,531,425) — — — Add change in fair value (whether positive or negative) as of vesting date of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during the fiscal year 405,161 227,074,553 — 43,493,063 Add change in fair value (whether positive or negative) as of fiscal year-end for unvested and outstanding awards or forfeited awards granted in prior fiscal years 278,307,576 26,502,911 13,654,104 — Compensation Actually Paid $ 278,740,704 $ 253,610,579 $ 13,687,307 $ 43,533,121 Calculation for Average of Non-PEOs Calculation (a) of Compensation Actually Paid Year 2020 Year 2021 Year 2022 Year 2023 Summary Compensation Table Total 1,914,694 $ 5,634,227 $ 4,305,869 $ 17,716,938 Less grant date fair value of stock and option awards (1,156,333) (4,414,658) (3,502,709) (16,456,252) Add year-end fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year 469,229 3,515,309 4,596,869 18,641,953 Add change in fair value (whether positive or negative) as of vesting date of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during the fiscal year 220,174 21,247,901 51,093 5,910,764 Add change in fair value (whether positive or negative) as of fiscal year-end for unvested and outstanding awards or forfeited awards granted in prior fiscal years 30,481,745 4,212,082 (3,359,538) 2,692,752 Compensation Actually Paid $ 31,929,509 $ 30,194,861 $ 2,091,584 $ 28,506,155 (a) For the PEO and the other NEOs, for each covered year, fair value of awards that are granted and vest in the same covered fiscal year equals $0 , and fair value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year equals $0 . (b) The amount shown for 2020 represents the total stock compensation expense for modified shares related to a performance share unit (“PSU”) award for Mr. Smith. | | | |
Non-PEO NEO Average Total Compensation Amount | $ 17,716,938 | 4,305,869 | 5,634,227 | 1,914,694 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 28,506,155 | 2,091,584 | 30,194,861 | 31,929,509 |
Adjustment to Non-PEO NEO Compensation Footnote | (3) CAP reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below and calculated in accordance with ASC Topic 718. The valuation methodologies and assumptions used to calculate CAP are based on the grant date fair value of these awards as disclosed in the Company’s consolidated financial statements filed with the SEC on Form 10-K for each of the years reflected in the table below: Summary Compensation Table Total to CAP Reconciliation for the PEO and the other NEOs: Calculation for Average of Non-PEOs Calculation (a) of Compensation Actually Paid Year 2020 Year 2021 Year 2022 Year 2023 Summary Compensation Table Total 1,914,694 $ 5,634,227 $ 4,305,869 $ 17,716,938 Less grant date fair value of stock and option awards (1,156,333) (4,414,658) (3,502,709) (16,456,252) Add year-end fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year 469,229 3,515,309 4,596,869 18,641,953 Add change in fair value (whether positive or negative) as of vesting date of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during the fiscal year 220,174 21,247,901 51,093 5,910,764 Add change in fair value (whether positive or negative) as of fiscal year-end for unvested and outstanding awards or forfeited awards granted in prior fiscal years 30,481,745 4,212,082 (3,359,538) 2,692,752 Compensation Actually Paid $ 31,929,509 $ 30,194,861 $ 2,091,584 $ 28,506,155 (a) For the PEO and the other NEOs, for each covered year, fair value of awards that are granted and vest in the same covered fiscal year equals $0 , and fair value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year equals $0 . (b) The amount shown for 2020 represents the total stock compensation expense for modified shares related to a performance share unit (“PSU”) award for Mr. Smith. | | | |
Compensation Actually Paid vs. Total Shareholder Return | | | | |
Compensation Actually Paid vs. Net Income | | | | |
Compensation Actually Paid vs. Company Selected Measure | | | | |
Total Shareholder Return Vs Peer Group | | | | |
Tabular List, Table | Set forth below is a list of the three most important financial performance measures used to link executive compensation actually paid to our NEOs during 2023 to Company performance: ● Adjusted EBITDA ; ● Revenue ; and ● Company stock price . | | | |
Total Shareholder Return Amount | $ 352.52 | 226.43 | 214.25 | 167.21 |
Peer Group Total Shareholder Return Amount | 139.14 | 118.69 | 143.55 | 117.10 |
Net Income (Loss) | $ 174,227,000 | $ 147,139,000 | $ (60,018,000) | $ (1,724,000) |
Company Selected Measure Amount | 329,335,000 | 232,313,000 | 178,112,000 | 155,808,000 |
PEO Name | Patrick W. Smith | | | |
Measure:: 1 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Adjusted EBITDA | | | |
Non-GAAP Measure Description | (5) Pursuant to Item 402(v) of Regulation S-K under the Exchange Act, we determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to CAP for our PEO and our other NEOs in 2023. This performance measure may not have been the most important financial performance measure for years 2022 and 2021 and we may determine a different financial performance measure to be the most important such measure in future years. Adjusted EBITDA is defined as earnings before interest expense, investment interest income, income taxes, depreciation, amortization, non-cash stock-based compensation expense, fair value adjustments to strategic investments and marketable securities, transaction costs related to acquisitions and investments, and other unusual, non-recurring pre-tax items that are not considered representative of our underlying operating performance . For a reconciliation of Adjusted EBITDA to earnings, see “Reconciliation to Non-GAAP Measures.” | | | |
Measure:: 2 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Revenue | | | |
Measure:: 3 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Company stock price | | | |
Fair value of awards that are granted and vest in the same covered fiscal year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ 0 | $ 0 | $ 0 | $ 0 |
Fair value of awards granted in prior years that failed to meet the applicable vesting conditions | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 0 | 0 | 0 | 0 |
PEO | Less grant date fair value of stock and option awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | | | | (2,531,425) |
PEO | Add change in fair value (whether positive or negative) as of fiscal year-end for unvested and outstanding awards or forfeited awards granted in prior fiscal years | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | | 13,654,104 | 26,502,911 | 278,307,576 |
PEO | Add change in fair value (whether positive or negative) as of vesting date of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during the fiscal year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 43,493,063 | | 227,074,553 | 405,161 |
Non-PEO NEO | Less grant date fair value of stock and option awards | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (16,456,252) | (3,502,709) | (4,414,658) | (1,156,333) |
Non-PEO NEO | Add year-end fair value of awards granted during the fiscal year that are outstanding and unvested as of the end of the fiscal year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 18,641,953 | 4,596,869 | 3,515,309 | 469,229 |
Non-PEO NEO | Add change in fair value (whether positive or negative) as of fiscal year-end for unvested and outstanding awards or forfeited awards granted in prior fiscal years | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 2,692,752 | (3,359,538) | 4,212,082 | 30,481,745 |
Non-PEO NEO | Add change in fair value (whether positive or negative) as of vesting date of awards granted in prior fiscal years for which all applicable vesting conditions were satisfied during the fiscal year | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ 5,910,764 | $ 51,093 | $ 21,247,901 | $ 220,174 |