Pay vs Performance Disclosure - USD ($)
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay Versus Performance
As required by SEC Rules, we are providing the following information about the relationship between certain executive compensation and certain financial performance of our Company, illustrating pay versus performance, or PVP. For its Company Selected Measure (“CSM”) and an additional measure to show in this table, the Company has chosen Adjusted Free Cash Flow and Adjusted EBITDA, respectively.
PAY VERSUS PERFORMANCE
Year |
Summary Compensation Table Total for PEO |
Compensation Actually Paid to PEO |
Average Summary Compensation Table Total for Non-PEO NEOs |
Average Compensation Actually Paid to Non-PEO NEOs |
Value of Initial Fixed $100 Investment Based On: |
Net Income $ millions |
Adjusted Free Cash Flow $ millions |
Adjusted EBITDA $ millions |
||||||||||||||||||||||||||||
Total Shareholder Return |
S&P 500 IT |
|||||||||||||||||||||||||||||||||||
2023 |
$ | 41,295,585 | $ | 58,797,192 | $ | 4,574,182 | $ | 7,665,126 | $157 | $219 | $ | 1,384 | $1,962 | $2,511 | ||||||||||||||||||||||
2022 |
$ | 21,893,365 | $ | 8,358,572 | $ | 6,063,861 | $ | 3,431,516 | $124 | $139 | $ | 4,545 | $1,490 | $2,170 | ||||||||||||||||||||||
2021 |
$ | 21,532,055 | $ | 34,591,237 | $ | 6,036,612 | $ | 8,448,612 | $140 | $194 | $ | 1,153 | $1,598 | $1,944 | ||||||||||||||||||||||
2020 |
$ | 19,078,951 | $ | 36,516,078 | $ | 4,984,588 | $ | 9,144,533 | $122 | $144 | $ | 950 | $1,273 | $1,590 | ||||||||||||||||||||||
(1) |
The principal executive officer (“PEO”) for each of 2023, 2022, 2021 and 2020 (each a “Covered Year”) is L. Neil Hunn. |
(2) |
The non-PEO named executive officers (the “other NEOs”) for each Covered Year are Jason P. Conley, Robert C. Crisci and John K. Stipancich. Mr. Crisci served as Chief Financial Officer until February 1, 2023, at which time Mr. Conley began serving as Chief Financial Officer. |
(3) |
Adjusted Free Cash Flow and Adjusted EBITDA are presented on a continuing operations basis and an adjusted (non-GAAP) basis. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures and other related information is available in “Appendix A—Reconciliations, Tables 1 and 2”. |
Compensation Actually Paid (“CAP”) illustrated in the table above is calculated by making the following adjustments from the Summary Compensation Table (“SCT”)
totals
as follows: Item and Value—Added (Deducted) |
2023 |
|||
For PEO: |
||||
-SCT “Stock Awards” column value |
(13,982,907) | |||
-SCT “Option Awards” column value |
(4,632,002) | |||
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
25,286,777 | |||
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year |
8,470,421 | |||
+/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year |
2,359,319 | |||
For Non-PEO Named Executive Officers (Average): |
||||
-SCT “Stock Awards” column value |
(2,415,028) | |||
-SCT “Option Awards” column value |
(800,020) | |||
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
4,367,374 | |||
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year |
1,662,753 | |||
+/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year |
275,866 | |||
non-PEO
named executive officers (the “other NEOs”) for each Covered Year are Jason P. Conley, Robert C. Crisci and John K. Stipancich. Mr. Crisci served as Chief Financial Officer until February 1, 2023, at which time Mr. Conley began serving as Chief Financial Officer.
Compensation Actually Paid (“CAP”) illustrated in the table above is calculated by making the following adjustments from the Summary Compensation Table (“SCT”)
totals
as follows: Item and Value—Added (Deducted) |
2023 |
|||
For PEO: |
||||
-SCT “Stock Awards” column value |
(13,982,907) | |||
-SCT “Option Awards” column value |
(4,632,002) | |||
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
25,286,777 | |||
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year |
8,470,421 | |||
+/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year |
2,359,319 | |||
For Non-PEO Named Executive Officers (Average): |
||||
-SCT “Stock Awards” column value |
(2,415,028) | |||
-SCT “Option Awards” column value |
(800,020) | |||
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
4,367,374 | |||
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year |
1,662,753 | |||
+/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year |
275,866 | |||
Compensation Actually Paid (“CAP”) illustrated in the table above is calculated by making the following adjustments from the Summary Compensation Table (“SCT”)
totals
as follows: Item and Value—Added (Deducted) |
2023 |
|||
For PEO: |
||||
-SCT “Stock Awards” column value |
(13,982,907) | |||
-SCT “Option Awards” column value |
(4,632,002) | |||
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
25,286,777 | |||
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year |
8,470,421 | |||
+/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year |
2,359,319 | |||
For Non-PEO Named Executive Officers (Average): |
||||
-SCT “Stock Awards” column value |
(2,415,028) | |||
-SCT “Option Awards” column value |
(800,020) | |||
+ Covered Year-end fair value of outstanding equity awards granted in Covered Year |
4,367,374 | |||
+/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted prior to Covered Year |
1,662,753 | |||
+/- change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year and vested in Covered Year |
275,866 | |||
| (1) | In 2022, the Company’s Net Income included a gain of $3,356 million related to the disposition of discontinued operations, net of tax. |
(2) |
In 2023, the Compensation Actually Paid to the PEO includes $17.8 million earned under the five-year CEO Special Long-Term Cash Incentive, plus $1.33 million in a company matching amount based on his deferral of a portion of such award, as described above in the CD&A under “CEO Special Long-Term Cash Incentive.” |
The following table lists the three financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our named executive officers for 2023 to our performance:
Adjusted Free Cash Flow |
Adjusted EBITDA |
Adjusted Net Earnings |
(non-GAAP)
basis. Reconciliations of these non-GAAP
financial measures to the most comparable GAAP measures and other related information is available in “Appendix A—Reconciliations, Tables 1 and 2”.