vest and at 115% or greater achievement, 200% of the target number of 2022 PSUs would become eligible to vest. If ARR was above or below the target achievement thresholds, the number of 2022 PSUs that would be eligible to vest would be linearly interpolated between performance multipliers. ARR achievement was measured and certified by our compensation committee following our audit committee’s approval of the financial statements for the year ended December 31,
2017 were:Dean A. Stoecker, Chairman2022. Based on our achievement of ARR of $833.5 million during the 2022 PSU Performance Period, or 99.2% of the Boardtarget of Directors$840.0 million, the compensation committee rounded up to the nearest whole number and certified the 2022 PSUs at 100% of target to recognize company performance in challenging macroeconomic conditions.
< 80% | | | < $672M | | | 0% |
80% | | | $672M | | | 80% |
100% | | | $840M | | | 100% |
110% | | | $924M | | | 150% |
≥ 115% | | | ≥ $966M | | | 200% |
In accordance with the terms of the 2022 PSUs, and subject to the executive’s continuous service with us on each vesting date, 25% of the achieved 2022 PSUs vested on March 1, 2023 and 1/12th of the achieved 2022 PSUs will vest quarterly thereafter, subject to the individual’s continued service to us through the applicable vesting date. The achieved 2022 PSUs will be subject to acceleration upon certain events as described in greater detail in the section entitled “—Potential Payments upon Termination or Change in Control.”
Value-for-Value Exchange
In September 2022, we identified that certain of the stock options held by certain executives were underwater by up to 57% and thus neither provided incentive value to support our long-term growth nor enhanced executive retention. Accordingly, our compensation committee determined to extend an offer to such optionholders, which included certain of our named executive officers, to participate in a value-for-value exchange of certain outstanding out-of-the-money stock options with an exercise price above $90, which was 11.8% above our highest closing price and 103.3% above our lowest closing price during the 12 months prior to the value-for-value exchange offer. The eligible underwater options, both vested and unvested, were exchanged for unvested RSUs. These replacement RSUs will vest over a period of two years, subject to continuous service by the individual through each applicable vesting date. We determined the number of replacement RSUs using a “value-for-value” exchange based on the present Black-Scholes value of the cancelled options and our twenty-day average trading price, which in the aggregate resulted in approximately 54% fewer shares subject to the RSUs compared to the cancelled options.
In considering other alternatives, the compensation committee determined that the value-for-value exchange balanced stockholder interests with achieving our retention and strategic business goals by supporting continuity of the executive leadership team, reducing dilutive impact on our stockholders, avoiding a potential windfall for executives if the price were to rebound and reinforcing alignment with stockholder value creation goals as compared to either reducing the impacted options’ exercise prices or providing cash awards.
Stockholder Alignment PSU Awards
In March 2022, after undertaking a comprehensive review and analysis with Compensia, which was engaged solely for that purpose, the compensation committee granted to certain executives, including Mr. Anderson, Ms. Hansen, Mr. Rubin, Mr. Vittal and Mr. Lal, special Stockholder Alignment PSUs outside of our ordinary annual grant process, which Stockholder Alignment PSUs include a seven-year performance period, aggressive stock price targets and continued service-based vesting requirements, as described in further detail below.
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Purpose of Stockholder Alignment PSUs. The compensation committee recognizes that we are only at the beginning of our journey to unify analytics, data science and business process automation in order to accelerate digital transformation, deliver high-impact business outcomes, accelerate the democratization of data and rapidly upskill modern workforces. Accordingly, the compensation committee believes that we have a considerable opportunity to continue to deliver significant stockholder value. By further linking our executives’ compensation to the strong performance of our stock price so that the executives do not realize value with respect to the Stockholder Alignment PSUs unless all our stockholders benefit from substantial value creation, the Stockholder Alignment PSUs were designed to ensure that the executives are aligned with stockholder interests going forward. The Stockholder Alignment PSUs were designed to incentivize significant and sustained outperformance, with vesting only occurring at stock price targets significantly above our stock price as of March 2022 and only if the stock price is sustained at or above the target level over a trailing 60-trading day period, as described below. Moreover, the Stockholder Alignment PSUs granted to the executives were designed to drive our strategic direction and value creation over the long-term by encouraging leadership continuity and collaboration and motivating the executives with equity that rewards them for providing sustained meaningful increases in stockholder value over a seven-year period and requiring continued service through the applicable achievement date. The seven-year performance period is significantly longer than the vesting period of equity awards previously granted to our executive officers which have, since 2020, typically vested over a three-year period. In addition, based on market data provided by Compensia, the seven-year performance period approximates the 55th percentile compared to similar awards granted by other companies. The Stockholder Alignment PSUs are one element of our comprehensive executive compensation program, which program the compensation committee has designed to achieve long-term value creation for our stockholders by rewarding the executives for achievement of performance objectives in both the short term (i.e., through the achievement of financial objectives pursuant to our annual bonus plan) and long term (i.e., through the 2022 PSUs that vested upon the achievement of certain annual performance targets and are subject to longer-term time-based vesting requirements, the February 2023 PSUs that vest upon the achievement of certain annual performance targets and are subject to longer-term time-based vesting requirements, and the Stockholder Alignment PSUs that have the opportunity to vest upon the achievement of stock price targets over a seven-year performance period, as described below).
With these goals in mind, the compensation committee determined to design and implement a special equity program. To this end, the compensation committee engaged Compensia as its special independent compensation consultant for the limited purpose of advising on the value proposition and structure of the Stockholder Alignment PSUs. The compensation committee, comprised entirely of independent and disinterested members of the board of directors, after extensive review, discussion, consultation and iteration on the program, determined to grant the Stockholder Alignment PSUs to the executives in the amounts and on the terms described below.
Terms of Stockholder Alignment PSUs. The Stockholder Alignment PSUs were granted under the 2017 Plan. The Stockholder Alignment PSUs are 100% market-based and represent the right to earn and vest in shares of our Class A common stock in six separate segments only if increasing stock price targets are achieved over a seven-year period and the executive continues to provide services to us on each achievement date, as described in further detail below:
1 | | | $90 | | | 580,000 PSUs |
2 | | | $120 | | | 580,000 PSUs |
3 | | | $150 | | | 475,000 PSUs |
4 | | | $180 | | | 450,000 PSUs |
5 | | | $210 | | | 405,000 PSUs |
6 | | | $240 | | | 400,000 PSUs |
For Mr. Anderson, Ms. Hansen, Mr. Vittal, Mr. Rubin and Mr. Lal, the maximum number of shares that can vest under their respective Stockholder Alignment PSUs is 1,500,000, 500,000, 500,000, 300,000 and 90,000, respectively, with such maximum awards representing approximately 2.22%, 0.74%, 0.74%, 0.44% and 0.13%, respectively, of our outstanding shares of Class A common stock and Class B common stock combined as of February 8, 2022 and 2.16%, 0.72%, 0.72%, 0.43% and 0.13%, respectively, of our outstanding shares of Class A
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common stock and Class B common stock combined as of February 8, 2023. For example, based on market data provided by Compensia, the estimated grant value of Mr. Anderson's Stockholder Alignment PSU award approximates the 40th percentile compared to similar awards granted to other chief executive officers.
In connection with its decision regarding the structure and size of the Stockholder Alignment PSUs, the compensation committee requested and reviewed a thorough market and modelling analysis provided by Compensia, including data regarding the size and key terms of significant equity awards subject to performance-based milestones granted by comparable companies.
Following review, discussion and iteration of the analysis provided by Compensia, the compensation committee determined to structure the Stockholder Alignment PSUs using six separate segments with increasing stock price targets to push our executives towards the continued and sustained achievement of our long-term goals. The number of shares in each tranche is slightly front-weighted to recognize the increasing difficulty of achieving each successive applicable stock price target. The compensation committee considers the stock price targets to be challenging hurdles, particularly at the later tranches, and believes achievement will result in the creation of extraordinary value to stockholders. In addition, the Stockholder Alignment PSUs require continued service through each achievement date to incentivize continued service.
For the first segment to become eligible to vest, our stock price must equal at least $90.00 per share, subject to the additional terms described below, including with respect to the calculation of our stock price. For the remaining segments to become eligible to vest, our stock price must grow in $30 increments, with the final segment becoming eligible to vest only if our per share stock price reaches $240.00. The compensation committee believes that the chosen stock price targets reflect meaningful and durable increases to our valuation that would create increased stockholder value upon achievement.
Beginning after the grant date of the Stockholder Alignment PSUs, or the PSU Grant Date, in order to satisfy a stock price target, the average of our daily volume weighted average price over a trailing 60-trading day period must equal or exceed the stock price target. The stock price targets were designed in this manner to reward durable and sustained results. The Stockholder Alignment PSUs directly align the executives’ interests and success with those of our stockholders over the long-term. For example, if the executives were to lead us to achieve the highest stock price target, the stock price will have increased by approximately 350% from the closing price of our Class A common stock on March 14, 2022, implying more than $12.6 billion in incremental stockholder value creation.
If none of the six stock price targets is achieved within the seven-year period, no shares subject to the Stockholder Alignment PSUs will vest and the Stockholder Alignment PSUs will be forfeited for no consideration.
The vesting of Mr. Anderson’s Stockholder Alignment PSU award requires that Mr. Anderson remain employed as the CEO for the first two years following the PSU Grant Date and, after the two-year period following the PSU Grant Date, as either the CEO or Executive Chairman, through the date that the applicable stock price target is determined to have been achieved. Likewise, vesting of the Stockholder Alignment PSUs for the other
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executives (other than Mr. Anderson) requires that each other executive remain employed in his or her current position, in another C-level position, or in a different senior management role as may be approved by the compensation committee through the date that the applicable stock price target is determined to have been achieved.
In addition, notwithstanding any earlier achievement of a stock price target, no portion of the Stockholder Alignment PSUs that is achieved will vest prior to the two-year anniversary of the PSU Grant Date, or the Two-Year Anniversary Date. These service and vesting requirements are designed to ensure continuity of leadership and to drive sustained price growth. However, if, prior to the Two-Year Anniversary Date, an executive’s eligible service with us ends as a result of a termination without “cause” or a resignation for “good reason” (each as defined in the Stockholder Alignment PSUs award agreement), any previously achieved segments of the Stockholder Alignment PSUs will become vested, and the executive will not be eligible to achieve or vest in any additional portion of the Stockholder Alignment PSUs. In addition, if an executive’s eligible service with us ends due to death or disability, any previously achieved segments of the Stockholder Alignment PSUs will become vested and his or her Stockholder Alignment PSUs will remain outstanding and eligible to be earned and vest based on the achievement of stock price targets for up to 12 months following the termination date due to death or disability. This protection is designed to provide comfort to executives that earned amounts will not be forfeited upon termination scenarios that are outside of the executive’s control. However, the Stockholder Alignment PSUs will not be subject to any acceleration provisions in the Severance and Change in Control Agreements (as defined below).
In the event of a change in control of our company, achievement of a stock price target will be measured using the change in control price per share of our Class A common stock rather than the average of our daily volume weighted average price over a trailing 60-trading day period, and any achievement between two stock price targets will be interpolated. Any such resulting “achieved” shares and, in the case of a change in control prior to the Two-Year Anniversary Date, any previously achieved shares, will vest upon the change in control.
The Stockholder Alignment PSUs are subject to certain clawback provisions that are, in the case of Mr. Anderson, more expansive than the clawback provisions included in our current Executive Officer Compensation Recoupment and Forfeiture Policy.
Fiscal 2023 PSU Awards
In February 2023, we again granted PSUs to certain of our executive officers, referred to as the February 2023 PSUs. As we shift our focus to profitability and durable growth, and in response to stockholder feedback, our February 2023 PSUs include two performance metrics: ARR and non-GAAP operating margin. We continue to use ARR because it has been an important metric used by investors to assess the health and trajectory of our software subscription business and now include non-GAAP operating margin to drive and reward improving profitability, which is a key focus for the company in 2023. The February 2023 PSUs also include a time-based vesting schedule following achievement of the established ARR and non-GAAP operating margin performance metrics. Each of the ARR performance metric and non-GAAP operating margin metric is based on a one-year performance period. Upon certification of achievement for each metric by our compensation committee, the achieved February 2023 PSUs will vest 25% on the first designated quarterly vesting date on or following certification and 1/12th of the achieved February 2023 PSUs will vest quarterly thereafter. Of the annual grants made to named executive officers in February 2023, 50% of Mr. Anderson’s award comprises PSUs and 25% of our other named executive officers’ awards comprise PSUs.
Perquisites and Other Benefits
While we do not view perquisites or other personal benefits as a significant component of our executive compensation program, we provide limited perquisites for business-related purposes or that are necessary for the security of our executive officers. In addition to the compensation elements outlined above, during 2022 we provided Mr. Anderson with certain perquisites and other benefits for his personal security that the compensation committee believed were reasonable, appropriate and necessary. In 2022, two assessments were conducted by outside security consultants to analyze security risks with respect to Mr. Anderson. The costs of these assessments are reported in the “All Other Compensation” column of the “Summary Compensation Table” below. The compensation committee will periodically review the nature and cost of any additional security measures, including further assessments, that it believes are reasonable, appropriate and necessary to promote the safety of our executive officers.
Further, to fulfill his duties as Chief Executive Officer;Officer, Mr. Anderson uses leased aircraft from time to time when he travels on business. Such use of a private aircraft optimizes Mr. Anderson’s travel time and enhances his
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Robert S. Jones, Chief Revenue Officer;security, which allows him to devote more time to work matters while maintaining the confidentiality of such matters during travel. In light of the increased efficiency and security, we believe such use is appropriate to further our business interests and increase Mr. Anderson’s productivity. On limited occasions, other members of management may accompany Mr. Anderson on business matters and, if the aircraft can accommodate additional passengers, we may permit the executive officers to bring guests on the trip. In the event any incremental cost is incurred for such guests, such cost is considered compensation to the applicable executive. In 2022, no incremental costs to the company were incurred as a result of guest travel. If any travel on a leased aircraft results in imputed income to an executive officer, the executive officer is responsible for paying the taxes on that imputed income and we do not provide gross-up payments for any such taxes.
Additional Compensation Policies and Practices
Executive Officer Compensation Recoupment (“Clawback”) and Forfeiture Policy
Our board of directors has adopted a policy that provides for the recovery of all or any portion of an executive officer’s incentive-based compensation in the event that we restate our financial results and such executive officer’s fraud or intentional misconduct contributed to the need for such restatement, and the compensation earned by such executive officer was based on achieving financial results in excess of what could have been earned by such executive officer based on the restated financial results, in all cases as determined by our board of directors. The recovery period extends up to three years prior to the date of the restatement with respect to incentive-based compensation granted or received after the effective date of the policy. We intend to revise this policy in accordance with the listing standards adopted by the New York Stock Exchange pursuant to final rules regarding recoupment of executive officer compensation in connection with the restatement of financial results adopted by the SEC in November 2022.
Stock Ownership Policy
To help achieve our compensation objective of linking the interests of our stockholders with those of our executive officers and directors, we maintain a Stock Ownership Policy covering our executive officers, including our named executive officers, and members of our board of directors. The policy provides that each such officer or director own and hold shares of our stock with a value that is at least equal to his or her annual base salary or, in the case of non-employee members of our board of directors, his or her annual cash retainer, multiplied by the applicable multiplier described below. This ownership requirement may be satisfied by ownership of shares of either our Class A or Class B common stock, vested RSUs, vested “in the money” stock options and any other shares of our equity securities held by affiliates or family members in which the individual holds a beneficial interest. Each covered holder is expected to meet his or her applicable ownership level within five years of becoming a covered holder, or, if later, within five years of the effective date of the policy.
As of December 31, 2022, all non-employee directors and all of our current executive officers who are subject to these requirements were in compliance with our Stock Ownership Policy.
Chief Executive Officer | | | 5x Annual Base Salary |
Other C-Level Officers | | | 1x Annual Base Salary |
Non-Employee Directors and Executive Chair | | | 3x Annual Cash Retainer |
Anti-hedging and Pledging Policies
Under our Insider Trading Policy, directors and executive officers, as well as other employees and contractors, are prohibited from engaging in the following activities with respect to our capital stock:
hedging their interest in our shares by selling short or trading or purchasing “put” or “call” options on our capital stock or engaging in similar transactions; and
pledging any shares of our capital stock without prior clearance from our Corporate Compliance Officer as outlined in our Insider Trading Policy.
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Seth K. Greenberg, Chief Marketing OfficerEmployment Agreements and Severance and Change in Control Benefits
We have entered into written employment agreements with each of our named executive officers that set forth the terms of their employment, including initial base salaries and eligibility to earn a bonus, as well as standard confidential information and invention assignment agreements. Each of our named executive officers is employed “at will.” These arrangements are further described under the section below titled “—Offer Letters.”
Our named executive officers are entitled to certain severance and change in control benefits under the terms of Severance and Change in Control Agreements. Upon a qualifying termination outside of a change in control period, our named executive officers will be entitled to receive (i) nine to 12 months of base salary and (ii) COBRA payments for the same number of months. Upon a qualifying termination during a change in control period, our named executive officers will be entitled to receive (i) 12 to 18 months of base salary, (ii) COBRA payments for the same number of months, (iii) full acceleration of then-outstanding but unvested equity awards, except that awards subject to performance criteria would accelerate if, and only to the extent, set forth in the applicable award agreement, and (iv) 100% of his or her annual target bonus opportunity at the rate in effect when the qualifying termination occurred or when the change in control occurred, whichever is greater. These arrangements are further described under the section below titled “—Potential Payments upon Termination or Change in Control.”
Our named executive officers are also entitled to certain severance and change in control benefits under the terms of the Stockholder Alignment PSUs and 2022 PSUs, as described in greater detail above in the sections titled “—Stockholder Alignment PSU Awards” and “—2022 Annual Equity Awards,” respectively.
Given the nature and competitiveness of our industry, the compensation committee believes these severance and change in control provisions are essential elements of our executive compensation program and assist us in recruiting, retaining and developing key management talent. Our change in control benefits are intended to allow employees, including our named executive officers, to focus their attention on the business operations of our company in the face of the potentially disruptive impact of a rumored or actual change in control transaction, to assess takeover bids objectively without regard to the potential impact on their own job security and to allow for a smooth transition in the event of a change in control.
Broad-Based Benefits
We offer a comprehensive array of benefits to our employees, including our named executive officers. Benefit programs include a variety of health insurance plans, a 401(k) plan with company matching contributions at board-approved levels and an employee stock purchase plan. These benefits are offered to all eligible employees, including executive officers, in order to attract and retain employees. We do not offer defined benefit pension or other supplementary retirement benefits to employees.
As part of our overall compensation program, we provide all full-time employees in the U.S., including our named executive officers, with the opportunity to participate in a defined contribution 401(k) plan. Our 401(k) plan is intended to qualify under Section 401 of the Code so that employee contributions and income earned on such contributions are not taxable to employees until withdrawn. We have historically provided a matching contribution of 50% of employee contributions in each year with a maximum match of 6% of participating employees’ annual salaries.
Tax and Accounting Implications of Executive Compensation
Deductibility of Executive Compensation
The compensation committee considers the deductibility of executive compensation under Section 162(m) of the Code in designing, establishing and implementing our executive compensation policies and practices. Section 162(m) imposes limitations on the deductibility for corporate federal income tax purposes of compensation in excess of $1 million paid to any person who has served as chief executive officer, chief financial officer and each of the three next most highly compensated executive officers of a public company. As a result, we expect that compensation awarded to our named executive officers will not be deductible to the extent it is in excess of the $1 million threshold. In determining the form and amount of compensation for our named executive officers, the compensation committee will continue to consider all elements of the cost of such compensation, including Section 162(m).
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While the compensation committee considers the deductibility of awards as one factor in determining executive compensation, the compensation committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.
Accounting for Stock-Based Compensation
In addition to considering the tax consequences, the compensation committee considers the accounting consequences of its decisions, including the impact of expenses being recognized in connection with equity-based awards, in determining the size and form of different equity-based awards.
We follow the Financial Accounting Standard Board’s Accounting Standards Codification Topic 718, or FASB ASC Topic 718, for our stock-based compensation awards. FASB ASC Topic 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and members of our board of directors, including options to purchase shares of our Class A common stock and other stock awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables required by the federal securities laws, even though the recipient of the awards may never realize any value from their awards.
Report of the Compensation Committee
This report of the compensation committee is required by the SEC and, in accordance with the SEC’s rules, will not be deemed to be part of or incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or under the Exchange Act, except to the extent that we specifically incorporate this information by reference, and will not otherwise be deemed “soliciting material” or “filed” under either the Securities Act or the Exchange Act.
Our compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on such review and discussions, the compensation committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Submitted by the Compensation Committee
Eileen M. Schloss, Chair
Charles R. Cory
Dan Warmenhoven
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Summary Compensation Table
The following table provides information concerning compensation awarded to, earned by or paid to each of our
Named Executive Officersnamed executive officers for all services rendered in all capacities during the
last three or fewer fiscal years
ended December 31, 2017 and for the year ended December 31, 2016 for Mr. Stoecker who was also aduring which such individuals were named executive
officer for such year: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Option Awards ($)(1) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | |
Dean A. Stoecker | | | 2017 | | | $ | 375,000 | | | $ | — | | | $ | — | | | $ | 310,438 | | | $ | 7,219 | | | $ | 692,657 | |
Chairman of the Board of Directors and Chief Executive Officer | | | 2016 | | | | 310,500 | | | | 1,153,125 | | | | 957,708 | | | | 150,000 | | | | 7,218 | | | | 2,578,551 | |
Robert S. Jones(4) | | | 2017 | | | | 320,833 | | | | — | | | | 1,145,240 | | | | 234,783 | | | | 5,198 | | | | 1,706,054 | |
Chief Revenue Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Seth K. Greenberg(5) | | | 2017 | | | | 287,500 | | | | — | | | | 713,437 | | | | 147,255 | | | | 7,141 | | | | 1,155,333 | |
Chief Marketing Officer | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
officers.Mark Anderson
Chief Executive Officer (5) | | | 2022 | | | 650,000 | | | — | | | 55,823,051 | | | — | | | 650,000 | | | 68,470 | | | 57,191,521 |
| 2021 | | | 600,000 | | | — | | | 12,573,091 | | | — | | | 570,000 | | | 7,916 | | | 13,751,007 |
| 2020 | | | 145,769 | | | 300,000 | | | 513,672 | | | 19,684,951 | | | 138,871 | | | 28,500 | | | 20,811,763 |
Kevin Rubin
Chief Financial Officer (6) | | | 2022 | | | 429,550 | | | — | | | 15,418,849 | | | — | | | 303,100 | | | 9,150 | | | 16,160,649 |
| 2021 | | | 412,300 | | | — | | | 3,890,075 | | | — | | | 274,180 | | | 1,937 | | | 4,578,492 |
| 2020 | | | 387,300 | | | — | | | 3,020,380 | | | 2,875,047 | | | 260,266 | | | 8,550 | | | 6,551,543 |
Paula Hansen
President and Chief Revenue Officer (7) | | | 2022 | | | 541,667 | | | — | | | 22,620,438 | | | — | | | 550,000 | | | 9,150 | | | 23,721,255 |
| 2021 | | | 312,500 | | | 850,000 | | | 6,373,502 | | | 4,999,944 | | | — | | | 5,500 | | | 12,541,446 |
Suresh Vittal
Chief Product Officer (8) | | | 2022 | | | 471,667 | | | — | | | 22,620,438 | | | — | | | 355,500 | | | 9,150 | | | 23,456,755 |
| 2021 | | | 392,180 | | | — | | | 11,008,607 | | | 3,199,961 | | | 281,057 | | | 3,450 | | | 14,885,255 |
Christopher Lal
Chief Legal Officer and Corporate Secretary (9) | | | 2022 | | | 414,467 | | | — | | | 5,712,400 | | | — | | | 270,000 | | | 9,150 | | | 6,406,017 |
| 2020 | | | 341,800 | | | — | | | 2,104,492 | | | 2,000,034 | | | 180,470 | | | 8,550 | | | 4,635,346 |
(1)
| The amounts in this column represent (i) with respect to Mr. Anderson in 2020, a one-time relocation payment and (ii) with respect to Ms. Hansen in 2021, a one-time signing bonus of $350,000 and a guaranteed bonus payment for her first year of employment equal to 100% of her target bonus, which was $500,000. |
(2)
| The amounts reported in the Stock Awards“Stock Awards” and Option Awards“Option Awards” columns represent the grant date fair value of the annual RSUs, PSUs and stock options, as applicable, granted to our Named Executive Officersnamed executive officers during the years ended December 31, 20162020, 2021 and 2017,2022, as applicable, and, with respect to 2022, (i) the incremental fair value of the RSUs granted in connection with the value-for-value exchange as described in more detail in “—Compensation Discussion and Analysis—Elements of Compensation—Value-for-Value Exchange” and (ii) the Stockholder Alignment PSUs as described in more detail in “—Compensation Discussion and Analysis—Elements of Compensation—Stockholder Alignment PSU Awards,” each as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs, PSUs and stock options reported in the Stock Awards“Stock Awards” and Option Awards“Option Awards” columns are set forth in Note 2 to the audited consolidated financial statements included in our annual reportAnnual Report on Form10-K for the year ended December 31, 2017.2022. |
Note that the amounts reported in these columns reflect the accounting cost for these RSUs, PSUs and stock options and do not correspond to the actual economic value that may be received by our named executive officers from the RSUs, PSUs and stock options. In particular, amounts in the “Stock Awards” column include the grant date fair value of the PSUs granted to our named executive officers during the year ended December 31, 2022, as computed in accordance with ASC 718, assuming, with respect to the 2022 PSUs, that the target level of related performance conditions was probable of being achieved on the grant date, which would result in 100% achievement of the 2022 PSUs with a grant date fair value of $3,748,990 in the aggregate to our named executive officers. If the maximum performance outcome for the 2022 PSUs had been achieved, the maximum potential value of the 2022 PSUs granted to our named executive officers on the grant date would have been $7,497,981 in the aggregate, with $2,122,088 in value to Mr. Rubin, $2,122,088 in value to Ms. Hansen, $2,122,088 in value to Mr. Vittal and $1,131,715 in value to Mr. Lal. As noted above in the section entitled “—Compensation Discussion and Analysis—Elements of Compensation—2022 Annual Equity Awards,” the 2022 PSUs were certified at target (100%). To determine the grant date fair value of the Stockholder Alignment PSUs, we used a Monte Carlo simulation valuation model. The Stockholder Alignment PSUs are within their performance period, which ends on March 14, 2029. As of December 31, 2022, none of the stock price targets applicable to the Stockholder Alignment PSUs had been met.
(3)
| The amounts reported represent amounts earned under our 2022 Bonus Plan. Payments for the year ended December 31, 2022 are described in greater detail in “—Compensation Discussion and Analysis—Elements of Compensation—2022 Earned Cash Bonuses”. |
(4)
| The amounts reported represent our matching contributions on the named executive officer's behalf under our 401(k) plan. With respect to Mr. Anderson in 2022, the amounts reported also include $59,320 for costs related to two assessments prepared by outside security consultants to analyze security risks with respect to Mr. Anderson. In addition, while not included in the amounts disclosed under the “All Other Compensation” column, in 2022 Mr. Anderson recognized imputed income of $6,397 related to the use of a leased plane by guests accompanying Mr. Anderson during business travel. |
(5)
| From January 1, 2022 through February 28, 2022, Mr. Anderson’s salary was $600,000. Effective as of March 1, 2022, Mr. Anderson’s salary was increased to $650,000. The amounts reported under the “Stock Awards” column for Mr. Anderson for 2020 include (i) $193,696 in grant date fair value of RSUs that were granted to Mr. Anderson in May 2020 pursuant to the non-employee director compensation policy and (ii) $319,975 in grant date fair value of RSUs that were granted to Mr. Anderson in October 2020 in connection with Mr. Anderson’s appointment as our Chief Executive Officer. The amounts reported under the “Stock Awards” column for Mr. Anderson in 2021 include: (i) $7,297,775 in PSUs and (ii) $5,275,316 in RSUs granted in 2021. The amounts reported under the “Stock Awards” column for Mr. Anderson in 2022 include: (i) $55,148,600 in PSUs (including the Stockholder Alignment PSUs) and (ii) $674,451 in RSUs granted in 2022, which represents the incremental fair value of the RSUs granted to Mr. Anderson in connection with the value-for-value exchange as described in more detail in “—Compensation Discussion and Analysis—Elements of Compensation—Value-for-Value Exchange”. |
(6)
| From January 1, 2022 through February 28, 2022, Mr. Rubin’s salary was $412,300. Effective as of March 1, 2022, Mr. Rubin’s salary was increased to $433,000. The amounts reported under the “Stock Awards” column for Mr. Rubin in 2021 include: (i) $875,668 in PSUs and (ii) $3,014,407 in RSUs granted in 2021. The amounts reported under the “Stock Awards” column for Mr. Rubin in 2022 include: (i) $12,110,344 |
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in PSUs (including the Stockholder Alignment PSUs) and (ii) $3,308,505 in RSUs granted in 2022, of which $125,311 represents the incremental fair value of the RSUs granted to Mr. Rubin in connection with the value-for-value exchange as described in more detail in “—Compensation Discussion and Analysis—Elements of Compensation—Value-for-Value Exchange”.
(7)
| From January 1, 2022 through February 28, 2022, Ms. Hansen’s salary was $500,000. Effective as of March 1, 2022, Ms. Hansen’s salary was increased to $550,000. The amounts reported under the “Stock Awards” column for Ms. Hansen in 2021 include: (i) $1,362,205 in PSUs and (ii) $5,011,297 in RSUs granted in 2021. The amounts reported under the “Stock Awards” column for Ms. Hansen in 2022 include: (i) $19,437,244 in PSUs (including the Stockholder Alignment PSUs) and (ii) $3,183,194 in RSUs granted in 2022. |
(8)
| From January 1, 2022 through February 28, 2022, Mr. Vittal’s salary was $460,000. Effective as of March 1, 2022, Mr. Vittal’s salary was increased to $474,000. The amounts reported under the “Stock Awards” column for Mr. Vittal in 2021 include: (i) $1,362,205 in PSUs and (ii) $9,646,402 in RSUs, which were subject in part to performance-based criteria, granted in 2021, assuming maximum achievement of the criteria. 50% of the total number of shares of Class A common stock subject to options, or the New Hire Options, and shares of Class A common stock subject to RSUs, or the New Hire RSUs, were subject to the achievement of defined performance criteria for the first four quarters, assessable on June 1, 2021, September 1, 2021, December 1, 2021 and March 1, 2022, and 6.25% of the total number of shares subject to the New Hire Options and shares subject to the New Hire RSUs granted will vest on each of the eight quarterly anniversaries thereafter, subject in each case to Mr. Vittal’s continued service to us through the applicable vesting date. As of March 1, 2022, Mr. Vittal achieved each performance criteria in full and, as a result, 50% of the New Hire Options and 50% of the New Hire RSUs were earned and vested. The amounts reported under the “Stock Awards” column for Mr. Vittal in 2022 include: (i) $19,437,244 in PSUs (including the Stockholder Alignment PSUs) and (ii) $3,183,194 in RSUs granted in 2022. |
(9)
| From January 1, 2022 through February 28, 2022, Mr. Lal’s salary was $361,800. Effective as of March 1, 2022 through July 31, 2022, Mr. Lal’s salary was increased to $400,000. In July 2022, based on available market data and to align Mr. Lal’s annual base salary with those of our other executives, the compensation committee approved an increase in Mr. Lal’s annual base salary to $450,000, effective as of August 1, 2022. The amounts reported under the “Stock Awards” column for Mr. Lal include: (i) $3,937,108 in PSUs (including the Stockholder Alignment PSUs) and (ii) $1,775,292 in RSUs granted in 2022, of which $77,597 represents the incremental fair value of the RSUs granted to Mr. Lal in connection with the value-for-value exchange as described in more detail in “—Compensation Discussion and Analysis—Elements of Compensation—Value-for-Value Exchange”. |
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Grants of Plan-Based Awards Table
The following table provides information concerning each grant of an award made in 2022 for each of our named executive officers under any plan. This information supplements the information about these awards set forth in the “Summary Compensation Table” above.
Mark Anderson | | | Cash | | | N/A | | | 650,000 | | | 1,300,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | PSUs(3) | | | 03/14/2022 | | | — | | | — | | | 300,000 | | | 1,500,000 | | | 1,500,000 | | | — | | | — | | | — | | | 55,148,600 |
| | | RSUs(4) | | | 09/14/2022 | | | — | | | — | | | — | | | — | | | — | | | 135,198 | | | — | | | — | | | 7,646,799 |
Kevin Rubin | | | Cash | | | N/A | | | 303,100 | | | 606,200 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | RSUs(5) | | | 02/25/2022 | | | — | | | — | | | — | | | — | | | — | | | 51,979 | | | — | | | — | | | 3,183,194 |
| | | PSUs(6) | | | 02/25/2022 | | | — | | | — | | | — | | | 17,326 | | | 34,652 | | | — | | | — | | | — | | | 1,061,044 |
| | | PSUs(3) | | | 03/14/2022 | | | — | | | — | | | 60,000 | | | 300,000 | | | 300,000 | | | — | | | — | | | — | | | 11,049,300 |
| | | RSUs(4) | | | 09/14/2022 | | | — | | | — | | | — | | | — | | | — | | | 25,380 | | | — | | | — | | | 850,894 |
Paula Hansen | | | Cash | | | N/A | | | 550,000 | | | 1,100,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | RSUs(5) | | | 02/25/2022 | | | — | | | — | | | — | | | — | | | — | | | 51,979 | | | — | | | — | | | 3,183,194 |
| | | PSUs(6) | | | 02/25/2022 | | | — | | | — | | | — | | | 17,326 | | | 34,652 | | | — | | | — | | | — | | | 1,061,044 |
| | | PSUs(3) | | | 03/14/2022 | | | — | | | — | | | 100,000 | | | 500,000 | | | 500,000 | | | — | | | — | | | — | | | 18,376,200 |
Suresh Vittal | | | Cash | | | N/A | | | 355,500 | | | 711,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | RSUs(5) | | | 02/25/2022 | | | — | | | — | | | — | | | — | | | — | | | 51,979 | | | — | | | — | | | 3,183,194 |
| | | PSUs(6) | | | 02/25/2022 | | | — | | | — | | | — | | | 17,326 | | | 34,652 | | | — | | | — | | | — | | | 1,061,044 |
| | | PSUs(3) | | | 03/14/2022 | | | — | | | — | | | 100,000 | | | 500,000 | | | 500,000 | | | — | | | — | | | — | | | 18,376,200 |
Christopher Lal | | | Cash | | | N/A | | | 270,000 | | | 540,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — |
| | | RSUs(5) | | | 02/25/2022 | | | — | | | — | | | — | | | — | | | — | | | 27,722 | | | — | | | — | | | 1,697,695 |
| | | PSUs(6) | | | 02/25/2022 | | | — | | | — | | | — | | | 9,240 | | | 18,480 | | | — | | | — | | | — | | | 565,858 |
| | | PSUs(3) | | | 03/14/2022 | | | — | | | — | | | 20,000 | | | 90,000 | | | 90,000 | | | — | | | — | | | — | | | 3,371,250 |
| | | RSUs(4) | | | 09/14/2022 | | | — | | | — | | | — | | | — | | | — | | | 15,660 | | | — | | | — | | | 567,188 |
(1)
| Reflects target and maximum bonus amounts for 2022 performance under our 2022 Bonus Plan, as described in “—Compensation Discussion and Analysis—Elements of Compensation—2022 Earned Cash Bonuses.” There are no threshold or minimum bonus amounts for any named executive officer established under the 2022 Bonus Plan. These amounts do not necessarily correspond to the actual amounts that were received by our named executive officers. |
(2)
| The amounts reported in this column represent the grant date fair value of each award as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the RSUs, PSUs and stock options reported in this column are set forth in Note 2 to the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. Note that the amounts reported in these columnsthis column reflect the accounting cost for these RSUs and stock options,awards and do not correspond to the actual economic value that may be received by our Named Executive Officersnamed executive officers from the RSUsawards. In particular, amounts in this column include the grant date fair value of the 2022 PSUs and stock options. |
(2) | The amounts reported represent amounts earned underStockholder Alignment PSUs granted to our discretionary annual bonus program, in the case of Messrs. Stoecker and Greenberg, and under Mr. Jones’ sales commission plan, in the case of Mr. Jones. Payments fornamed executive officers during the year ended December 31, 2017 are described2022, as computed in greater detail inaccordance with ASC 718, assuming the sections titled“—Non-Equity Incentive Plan Compensation”probable outcome of related performance conditions, which we have expected to be achieved at 100% of target for each of the 2022 PSUs and “—Offer Letters”.Stockholder Alignment PSUs. |
(3)
| The amounts reported represent our matching contributionsStockholder Alignment PSUs vest in six separate segments only if increasing stock price targets, as described in “—Compensation Discussion and Analysis—Elements of Compensation—Stockholder Alignment PSU Awards—Terms of Stockholder Alignment PSUs,” are achieved over a seven-year period and the individual continues to provide services to us on each achievement date. In addition, notwithstanding any earlier achievement of a stock price target, no portion of the Stockholder Alignment PSUs that is achieved will vest prior to the two-year anniversary of the grant date. The Stockholder Alignment PSUs are subject to acceleration upon certain events and conditions as described in “—Potential Payments upon Termination or Change in Control.” |
(4)
| The RSUs were received in exchange for cancelled options as described in “—Compensation Discussion and Analysis—Elements of Compensation—Value-for-Value Exchange.” The RSUs vest at a rate of 1/8th of the total number of RSUs on the Named Executive Officer’s behalf underfirst quarterly anniversary of the vesting commencement date and vest at a rate of 1/8th of the total number of RSUs on each quarterly anniversary thereafter, subject to the individual’s continued service to us through the applicable vesting date. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” The full grant date fair values of these RSUs are reflected in this table (approximately $9.1 million in the aggregate with respect to our 401(k) plan. |
(4) | Mr. Jones becamenamed executive officers); however, the aggregate incremental fair value, or aggregate incremental expense to the company with respect to the value-for-value exchange for our Chief Revenue Officernamed executive officers is $0.9 million, which incremental expense takes into account the cancellation of outstanding options in February 2017 and was not a Named Executive Officer in 2016.exchange for the RSUs. |
(5)
| Mr. Greenberg became our Chief Marketing OfficerThe RSUs vest at a rate of 1/12th of the total number of RSUs on the first quarterly anniversary of the vesting commencement date, and vest at a rate of 1/12th of the total number of RSUs on each quarterly anniversary thereafter, subject to the individual’s continued service to us through the applicable vesting date. The RSUs are subject to acceleration upon certain events as described in January 2017 and was not a Named Executive Officer“—Potential Payments upon Termination or Change in 2016.Control.” |
(6)
| The 2022 PSUs were designed to be earned and eligible to vest upon the achievement of an ARR-based performance target of $840.0 million during the 2022 PSU Performance Period. Based on our achievement of ARR of $833.5 million during the 2022 PSU Performance Period, or 99.2% of the target of $840.0 million, the compensation committee rounded up to the nearest whole number and certified the 2022 PSUs at 100% of target to recognize company performance in challenging macroeconomic conditions. The earned 2022 PSUs vested as to 25% of the shares subject to the earned 2022 PSUs, rounded down to the nearest whole share, on March 1, 2023 and 1/12th of the shares subject to the remaining earned 2022 PSUs, rounded down to the nearest whole share, will vest quarterly thereafter, subject to the individual’s continued service to us through the applicable vesting date. The 2022 PSUs are subject to acceleration upon certain events and conditions as described in “—Potential Payments upon Termination or Change in Control.” |
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Equity CompensationTABLE OF CONTENTS
From time to time, we grant equity awards in the form of stock options and RSUs to our Named Executive Officers, which are generally subject to vesting based on each of our Named Executive Officer’s continued service with us. Each of our Named Executive Officers currently holds outstanding stock options to purchase shares of our Class B common stock that were granted under our 2013 Plan, as set forth in the “Outstanding Equity Awards atFiscal Year-End Table” below. In addition, Mr. Stoecker currently holds outstanding RSUs to be settled in shares of Class B common stock that were granted under our 2013 Plan, as set forth in the “Outstanding Equity Awards atFiscal Year-End Table” below.
Outstanding Equity Awards at Fiscal
Year-End Table
The following table presents, for each of the
Named Executive Officers,named executive officers, information regarding outstanding stock options and RSU awards held as of December 31,
2017.Outstanding Equity Awards at FiscalYear-End Table
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Option Awards(1) | | | Stock Awards(1) | |
Name | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | |
Dean A. Stoecker | | | 11/29/2016 | (3) | | | 50,784 | | | | 136,716 | | | $ | 12.30 | | | | 11/29/2026 | | | | — | | | $ | — | |
| | | 11/29/2016 | (4) | | | — | | | | — | | | | — | | | | — | | | | 70,312 | | | | 1,776,784 | |
Robert S. Jones | | | 02/07/2017 | (3) | | | — | | | | 199,999 | | | | 13.84 | | | | 02/07/2027 | | | | | | | | | |
Seth K. Greenberg | | | 02/07/2017 | (3) | | | — | | | | 125,000 | | | | 13.84 | | | | 02/07/2027 | | | | | | | | | |
2022.Mark Anderson | | | 03/05/2021(3) | | | — | | | — | | | — | | | — | | | 42,301 | | | 2,143,392 | | | — | | | — |
| 03/14/2022(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,500,000 | | | 76,005,000 |
| 09/14/2022(5) | | | — | | | — | | | — | | | — | | | 118,298 | | | 5,994,160 | | | — | | | — |
Kevin Rubin | | | 11/29/2016(6) | | | 4,863 | | | — | | | 12.30 | | | 11/29/2026 | | | — | | | — | | | — | | | — |
| 01/05/2018(6) | | | 22,369 | | | — | | | 27.09 | | | 01/05/2028 | | | — | | | — | | | — | | | — |
| 03/04/2019(6) | | | 16,288 | | | — | | | 68.26 | | | 03/04/2029 | | | — | | | — | | | — | | | — |
| 02/19/2020(3) | | | — | | | — | | | — | | | — | | | 3,264 | | | 165,387 | | | — | | | — |
| 11/30/2020(3) | | | — | | | — | | | — | | | — | | | 4,227 | | | 214,182 | | | — | | | — |
| 03/05/2021(3) | | | — | | | — | | | — | | | — | | | 24,171 | | | 1,224,745 | | | — | | | — |
| 02/25/2022(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | 17,326 | | | 877,908 |
| 02/25/2022(8) | | | — | | | — | | | — | | | — | | | 38,984 | | | 1,975,319 | | | — | | | — |
| 03/14/2022(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | 300,000 | | | 15,201,000 |
| 09/14/2022(5) | | | — | | | — | | | — | | | — | | | 22,207 | | | 1,125,229 | | | — | | | — |
Paula Hansen | | | 06/07/2021(9) | | | 62,909 | | | 62,908 | | | 77.18 | | | 06/07/2031 | | | — | | | — | | | — | | | — |
| 06/07/2021(3) | | | — | | | — | | | — | | | — | | | 43,287 | | | 2,193,352 | | | — | | | — |
| 02/25/2022(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | 17,326 | | | 877,908 |
| 02/25/2022(8) | | | — | | | — | | | — | | | — | | | 38,984 | | | 1,975,319 | | | — | | | — |
| 03/14/2022(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | 500,000 | | | 25,335,000 |
Suresh Vittal | | | 03/05/2021(10) | | | 51,255 | | | 23,298 | | | 83.14 | | | 03/05/2031 | | | — | | | — | | | — | | | — |
| 03/05/2021(11) | | | — | | | — | | | — | | | — | | | — | | | — | | | 36,258 | | | 1,837,193 |
| 02/25/2022(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | 17,326 | | | 877,908 |
| 02/25/2022(8) | | | — | | | — | | | — | | | — | | | 38,984 | | | 1,975,319 | | | — | | | — |
| 03/14/2022(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | 500,000 | | | 25,335,000 |
Christopher Lal | | | 01/05/2018(6) | | | 9,389 | | | — | | | 27.09 | | | 01/05/2028 | | | — | | | — | | | — | | | — |
| 03/04/2019(6) | | | 7,046 | | | — | | | 68.26 | | | 03/04/2029 | | | — | | | — | | | — | | | — |
| 02/19/2020(3) | | | — | | | — | | | — | | | — | | | 2,374 | | | 120,291 | | | — | | | — |
| 11/30/2020(3) | | | — | | | — | | | — | | | — | | | 2,818 | | | 142,788 | | | — | | | — |
| 03/05/2021(3) | | | — | | | — | | | — | | | — | | | 12,085 | | | 612,347 | | | — | | | — |
| 02/25/2022(7) | | | — | | | — | | | — | | | — | | | — | | | — | | | 9,240 | | | 468,191 |
| 02/25/2022(8) | | | — | | | — | | | — | | | — | | | 20,791 | | | 1,053,480 | | | — | | | — |
| 03/14/2022(4) | | | — | | | — | | | — | | | — | | | — | | | — | | | 90,000 | | | 4,560,300 |
| 09/14/2022(5) | | | — | | | — | | | — | | | — | | | 13,702 | | | 694,280 | | | — | | | — |
(1)
| All of the outstandingOutstanding equity awards described in this tablewith a grant date prior to March 22, 2017, the date our 2017 Plan became effective, were granted under our Amended and Restated 2013 Stock Plan, or 2013 Plan, and outstanding equity awards with a grant date on or after March 22, 2017 were granted under our 2017 Plan. |
(2)
| Our Class B common stock was not publicly traded as of December 31, 2017. The market price for our Class B common stock isThese values are based on the last reported saleclosing price of our Class A common stock on December 29, 2017.30, 2022 (the last trading day of 2022) of $50.67. |
(3)
| The RSUs vest at a rate of 1/3rd of the total number of RSUs on the one-year anniversary of the vesting commencement date, and vest at a rate of 1/3rd of the total number of RSUs on each yearly anniversary thereafter, subject to the individual’s continued service to us through the applicable vesting date. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |
(4)
| The Stockholder Alignment PSUs vest in six separate segments only if increasing stock price targets, as described in “—Compensation Discussion and Analysis—Elements of Compensation—Stockholder Alignment PSU Awards—Terms of Stockholder Alignment PSUs,” are achieved over a seven-year period and the individual continues to provide services to us on each achievement date. In addition, |
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notwithstanding any earlier achievement of a stock price target, no portion of the Stockholder Alignment PSUs that is achieved will vest prior to the two-year anniversary of the grant date. The Stockholder Alignment PSUs are subject to acceleration upon certain events and conditions as described in “—Potential Payments upon Termination or Change in Control.”
(5)
| The RSUs were received in exchange for cancelled options as described in “—Compensation Discussion and Analysis—Elements of Compensation—Value-for-Value Exchange.” The RSUs vest at a rate of 1/8th of the total number of RSUs on the first quarterly anniversary of the vesting commencement date, and vest at a rate of 1/8th of the total number of RSUs on each quarterly anniversary thereafter, subject to the individual’s continued service to us through the applicable vesting date. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |
(6)
| The stock option is fully vested. |
(7)
| The 2022 PSUs were designed to be earned and eligible to vest upon the achievement of an ARR-based performance target of $840.0 million during the 2022 PSU Performance Period. Based on our achievement of ARR of $833.5 million during the 2022 PSU Performance Period, or 99.2% of the target of $840.0 million, the compensation committee rounded up to the nearest whole number and certified the 2022 PSUs at 100% of target to recognize company performance in challenging macroeconomic conditions. The earned 2022 PSUs vested as to 25% of the shares subject to the earned 2022 PSUs, rounded down to the nearest whole share, on March 1, 2023 and 1/12th of the shares subject to the remaining earned 2022 PSUs, rounded down to the nearest whole share, will vest quarterly thereafter, subject to the individual’s continued service to us through the applicable vesting date. The 2022 PSUs are subject to acceleration upon certain events and conditions as described in “—Potential Payments upon Termination or Change in Control.” |
(8)
| The RSUs vest at a rate of 1/12th of the total number of RSUs on the first quarterly anniversary of the vesting commencement date, and vest at a rate of 1/12th of the total number of RSUs on each quarterly anniversary thereafter, subject to the individual’s continued service to us through the applicable vesting date. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |
(9)
| The stock option vests at a rate of 1/4th3rd of the total number of shares of Class BA common stock underlying the stock option vesting on theone-year anniversary of the vesting commencement date, and 1/48thvests at a rate of 1/36th of the total number of shares of Class BA common stock underlying the stock option vesting each month following thesuch one-year anniversary, of suchsubject to the individual’s continued service to us through the applicable vesting date. The stock option is subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change ofin Control.” |
(4)(10)
| The stock option vests as follows: with respect to an aggregate of 50% of the total New Hire Options, equal to 37,276 shares of Class A common stock, (i) 12.50% of the total shares subject to the option vested on June 1, 2021 and an additional 12.50% of the total shares subject to the option vested on each of the three quarterly anniversaries thereafter, in each case subject to Mr. Vittal’s achievement of certain performance metrics; and with respect to the remaining 50% of the total New Hire Options, equal to 32,277 shares of Class A common stock, (ii) 6.25% of the total shares subject to the option will vest on each of the eight quarterly anniversaries thereafter, subject to the individual’s continued service to us through the applicable vesting date. The stock option is subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change in Control.” |
(11)
| The RSUs grantedvest as follows: with respect to our Named Executive Officers only vest uponan aggregate of 50% of the satisfactiontotal New Hire RSUs, equal to 58,013 shares of bothClass A common stock, (i) a time and service-based vesting condition and (ii) a liquidity-based vesting condition. The time and service-based vesting condition provides that 1/4th12.50% of the total number of RSUs shallvested on June 1, 2021 and an additional 12.50% of the total number of RSUs vested on each of the three quarterly anniversaries thereafter, in each case subject to Mr. Vittal’s achievement of certain performance metrics; and with respect to an aggregate of 50% of the total New Hire RSUs, equal to 58,013 shares of Class A common stock, (ii) 6.25% of the total number of RSUs will vest on each of the first, second, third and fourth annualeight quarterly anniversaries ofthereafter, subject to the grantindividual’s continued service to us through the applicable vesting date. The liquidity-based vesting condition was satisfied in September 2017. The RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change ofin Control.” |
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On December 14, 2017,TABLE OF CONTENTS
Stock Vested Table
The following table presents, for each of our compensation committee approved grantsnamed executive officers, the number of option awards to purchase shares of Class Aour common stock acquired upon the vesting and settlement of RSUs to our Named Executive Officers. Theand PSUs during 2022 and the aggregate value realized upon the vesting and settlement of RSUs and PSUs. No stock options were granted on
January 5, 2018 as follows: Dean A. Stoecker—153,471; Robert S. Jones—76,735; and Seth K. Greenberg—26,378.One-fourth of the total number of shares subject to the stock option awards vests on January 1, 2019 and an additional 1/48th of the total number of shares subject to the option awards vests monthly thereafter. The RSUs were granted on January 5, 2018 as follows: Dean A. Stoecker—64,673; Robert S. Jones—32,336; Seth K. Greenberg—11,116. The RSUs granted to our Named Executive Officers vest at a rate of 1/4th of the total RSUs on January 1, 2019, and on each yearly anniversary thereafter, subject to the status of “Participant’s Service” (as definedexercised in the 2017 Plan) through each vesting date. The option awards and RSUs are subject to acceleration upon certain events as described in “—Potential Payments upon Termination or Change of Control.”
Non-Equity Incentive Plan Compensation
Discretionary Annual Bonus Program
Messrs. Stoecker and Greenberg participated in our discretionary annual bonus program during the year ended December 31, 2017. Incentives under our discretionary annual bonus program were payable twice a year based on our achievement of semi-annual and annual revenue targets, with 50% of each participant’s annual bonus target payable on or before August 15, 2017 and 50% of the annual bonus target payable on or before March 15, 2018. Payments under the bonus program were conditioned upon achievement of 80% of our semi-annual and annual revenue targets and subject to our management’s discretion to increase or reduce such awards. The bonus payment for the year also includes an accelerator on full year company performance of 150% if 115% of the annual revenue target is achieved. For the year ended December 31, 2017, the target bonus amounts were $300,000 for Mr. Stoecker and $150,000 for Mr. Greenberg. Amounts earned by Messrs. Stoecker and Greenberg for the year ended December 31, 2017 under the discretionary annual bonus program are set forth in the Summary Compensation Table in theNon-Equity Incentive Plan Compensation column.
Sales Commission Plan
Mr. Jones participated in a sales commission plan during the year ended December 31, 2017. Compensation under this sales commission plan was variable based on the quarterly achievement of revenue determined in accordance with generally accepted accounting principles, or GAAP, compared to management’s quarterly GAAP revenue forecast. Payments under the sales commission plan were conditioned upon achievement of at least 75% of the target variable compensation, with payout at up to 125% of target variable compensation each quarter and up to a total payout amount of $250,000 for the year ended December 31, 2017. Mr. Jones’s payment was based on the achievement rate on a quarterly basis and was paid in the month following the quarter in which the amount became payable. Amounts earned by Mr. Jones for the year ended December 31, 2017 under the sales commission plan are set forth in the Summary Compensation Table in theNon-Equity Incentive Plan Compensation column with the amount payable to Mr. Jones for the first quarter of 2017 calculated on a pro rata basis from January 30, 2017.
2022.
Mark Anderson | | | 38,050 | | | 102,641 | | | 8,953,203 |
Kevin Rubin | | | 49,744 | | | 12,316 | | | 3,676,941 |
Paula Hansen | | | 34,638 | | | 19,159 | | | 3,191,855 |
Suresh Vittal | | | 49,253 | | | 19,159 | | | 4,080,184 |
Christopher Lal | | | 26,248 | | | 10,948 | | | 2,222,684 |
(1)
| The aggregate value realized upon the vesting and settlement of an RSU or PSU represents the aggregate market price of the shares of our Class A common stock on the date of settlement. |
We have entered into offer letters with each of the Named Executive Officers. In addition,named executive officers that provide for “at-will” employment and set forth each named executive officer’s initial base salary, eligibility for employee benefits, target annual incentive bonus opportunity and initial equity grant. Each of our Named Executive Officersnamed executive officers has also executed a form of our standard confidential information and invention assignment agreement. Any potentialIn addition, each of our named executive officers has entered into a Severance and Change in Control Agreement that provides certain payments and benefits due upon a termination of employment or a change ofin control of us, areas further described below in “—Potential Payments upon Termination or Change in Control.”
Mark Anderson
In October 2020, we entered into an offer letter with Mark Anderson, our Chief Executive Officer. The offer letter has no specific term and provides for at-will employment. See “Executive Compensation—Compensation Discussion and Analysis—Elements of
Control.”Dean A. Stoecker
Compensation” for Mr. Anderson’s base salary, target bonus and equity awards during 2022.
For information regarding payments made to Mr. Anderson in his capacity as our Chief Executive Officer for the year ended December 31, 2022, see the “Summary Compensation Table” above.
Kevin Rubin
In February 2017, we entered into an amended and restated offer letter with Mr. Stoecker,Kevin Rubin, our Chairman and Chief ExecutiveFinancial Officer. The offer letter has no specific term and providesfor at-will employment. The offer letter provides See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation” for an annualMr. Rubin’s base salary, of $375,000, subject to periodic review. Under the offer letter, Mr. Stoecker is also eligible to earn a discretionary annualtarget bonus based on achievement of specified performanceand equity awards during 2022.
goals, in an amount up to 80% of his annual base salary. For information regarding payments made to Mr. Stoecker inRubin for the year ended December 31, 2017 under our discretionary annual bonus program,2022, see the section titled“—Non-Equity Incentive Plan“Summary Compensation Table” above.
Paula Hansen
In April 2021, we entered into an offer letter with Paula Hansen, our current President and Chief Revenue Officer. The offer letter has no specific term and provides for at-will employment. See “Executive Compensation—Discretionary Annual Bonus Program.”Compensation Discussion and Analysis—Elements of Compensation” for Ms. Hansen’s base salary, target bonus and equity awards during 2022.
For information regarding payments made to Ms. Hansen for the year ended December 31, 2022, see the “Summary Compensation Table” above.
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Robert S. Jones
Suresh Vittal
In January 2021, we entered into an offer letter with Suresh Vittal, our Chief Product Officer. The offer letter has no specific term and provides for at-will employment. See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation” for Mr. Vittal’s base salary, target bonus and equity awards during 2022.
For information regarding payments made to Mr. Vittal for the year ended December 31, 2022, see the “Summary Compensation Table” above.
Christopher Lal
In March 2017, we entered into an amended and restated offer letter with R. Scott Jones,Christopher M. Lal, our Chief Revenue Officer.Legal Officer and Corporate Secretary. The offer letter has no specific term and providesfor at-will employment. The offer letter provides See “Executive Compensation—Compensation Discussion and Analysis—Elements of Compensation” for an annualMr. Lal’s base salary, of $350,000, subject to periodic review. Under the offer letter, Mr. Jones is also eligible to earn variable compensation in accordance with our sales commission plan in an amount up to $250,000. target bonus and equity awards during 2022.
For information regarding payments made to Mr.
Jones inLal for the year ended December 31,
2017 under our discretionary annual bonus program,2022, see the
section titled“—Non-Equity Incentive Plan Compensation—Sales Commission Plan.”Seth K. Greenberg
In March 2017, we entered into an amended and restated offer letter with Seth K. Greenberg, our Chief Marketing Officer. The offer letter has no specific term and providesfor at-will employment. The offer letter provides for an annual base salary of $300,000, subject to periodic review. Under the offer letter, Mr. Greenberg is also eligible to earn a discretionary annual bonus based on achievement of specified performance goals, in an amount up to 50% of his annual base salary. For information regarding payments made to Mr. Greenberg in the year ended December 31, 2017 under our discretionary annual bonus program, see the section titled“—Non-Equity Incentive Plan Compensation—Discretionary Annual Bonus Program.”
“Summary Compensation Table” above.
Potential Payments upon Termination or Change in Control
In March 2017, we
Named Executive Officer Severance and Change in Control Agreements
We have entered into severance and change in control agreements, or Severance
&and Change
ofin Control Agreements, with each of our
Named Executive Officers.named executive officers. These agreements provide for each
of our Named Executive Officersnamed executive officer to receive the benefits described below upon either a termination by us of the executive officer’s employment without “cause” or a
voluntarilyvoluntary resignation by the executive officer from his
or her employment with “good reason” (each as defined in the Severance
&and Change
ofin Control Agreement). We refer to either of these terminations as a “qualifying termination.” These benefits are contingent upon the executive officer executing a customary release of claims.
The benefits provided under the Severance
&and Change
ofin Control Agreements vary depending on whether the executive officer is subject to the qualifying termination within a period beginning three months before a change
ofin control (as defined in the Severance
&and Change
ofin Control Agreement) and ending 12 months after a change
ofin control, or the
change of“change in control period.
”
If a qualifying termination occurs prior to or after the change
ofin control period, each of Messrs.
Stoecker, Jones,Anderson, Rubin, Vittal and
GreenbergLal and Ms. Hansen will be entitled to: (i) 12 months’, nine months’,
nine months’, nine months’, and nine months’
of continued payment of base salary, respectively, and (ii) if the executive officer elects to continue his
or her health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, or COBRA, then payment of the premiums for his
or her continued health insurance (or equivalent cash payment, if applicable law so requires) for up to 12 months, nine months,
nine months, nine months and nine months, respectively.
If a qualifying termination occurs during the change ofin control period, each of Messrs. Stoecker, Jones,Anderson, Rubin, Vittal, and GreenbergLal and Ms. Hansen will be entitled to: (i) 18 months’, 12 months’, 12 months’, 12 months’, and 12 months’ of continued payment of base salary, respectively, (ii) if the executive officer elects to continue his or her health insurance coverage under COBRA, then payment of the premiums for his or her continued health insurance (or equivalent cash payment, if applicable law so requires) for up to 18 months, 12 months, 12 months, 12 months, and 12 months, respectively, and (iii) full acceleration of each of the executive officer’s then-outstanding but unvested equity awards, except that awards subject to the satisfaction of performance criteria willwould accelerate if, and only to the extent, set forth in the applicable award agreement.agreement, and (iv) 100% of his or her annual target bonus opportunity at the rate in effect when the qualifying termination occurred or when the change in control occurred, whichever is greater. These benefits and acceleration are contingent upon the consummation of the change ofin control.
If a change ofin control occursoccurred and our successor or acquirer refusesrefused to assume, convert, replace or substitute the then-outstanding and unvested equity awards held by the Named Executive Officerseligible named executive officers, then those awards willwould accelerate in full, except that awards subject to the satisfaction of performance criteria willwould accelerate if, and only to the extent, set forth in the applicable award agreement.
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The Severance & Change of Control Agreements with the Named Executive Officers are in effect for three years, unless renewed, or earlier terminated, subject to certain limitations.
The benefits under the Severance
&and Change
ofin Control Agreements supersede all other agreements and understandings between us and the
Named Executive Officersnamed executive officers with respect to severance and vesting acceleration.
Executive Chairman Agreement
In connection with his appointment as our Executive Chairman, in October 2020 we entered into an Executive Chairman Agreement with Mr. Stoecker. Under the terms of the Executive Chairman Agreement, if we terminate Mr. Stoecker’s employment as Executive Chairman without cause not within 12 months following a change in control, Mr. Stoecker will only be entitled to earned but unpaid accrued compensation and reimbursement of unpaid expenses. If we (or our successor) terminate Mr. Stoecker’s employment as Executive Chairman without cause and within 12 months following a change in control, Mr. Stoecker will be entitled to any earned but unpaid accrued compensation and reimbursement of unpaid expenses, and all of his outstanding and unvested stock options and RSUs shall immediately vest. Moreover, in the event a change in control occurs, and at such time Mr. Stoecker is serving as a member of our board of directors but is no longer employed as Executive Chairman, then he will be entitled to immediate acceleration of all his outstanding and unvested stock options and RSUs. Notwithstanding anything to the contrary, if our successor or acquiring corporation (if any) refuses to assume, convert, replace or substitute Mr. Stoecker’s unvested equity awards, such awards (other than performance awards) shall accelerate and become vested and exercisable.
2022 PSU Awards
The award agreements for our 2022 PSUs provide that, in the event of a change in control (as defined in the Severance and Change in Control Agreement) during the performance period, unless otherwise determined by our compensation committee, the performance period will end and our compensation committee will measure and determine the level of achievement of the ARR performance metric as of immediately prior to the closing date and any PSUs so earned will be subject to the quarterly time-based vesting schedule applicable to earned PSUs. As the 2022 PSUs were certified as achieved at 100% of target, the time-based component of these awards will be eligible for acceleration in a similar manner to other time-based awards under our Severance and Change in Control Agreements, as described above.
Stockholder Alignment PSU Awards
As discussed above in “—Compensation Discussion and Analysis—Elements of Compensation—Stockholder Alignment PSU Awards,” if an executive's service terminates without “cause” or an executive resigns for “good reason” (each as defined in the Stockholder Alignment PSU award agreements) prior to the Two-Year Anniversary Date, any previously achieved segments of the Stockholder Alignment PSUs will become vested for that executive. In addition,
if an executive’s eligible service with us ends due to death or disability, any previously achieved segments of the Stockholder Alignment PSUs will become vested and his or her Stockholder Alignment PSUs will remain outstanding and eligible to be earned and vest based on the achievement of stock price targets for up to 12 months following the termination date due to death or disability. In the event of a change in control of our company, achievement of a stock price target applicable to the
Severance & ChangeStockholder Alignment PSUs will be measured using the change in control price per share of
Control Agreements that we have entered into with our Named Executive Officers, we have entered into Severance & Change of Control Agreements with each of our other executive officers on similar terms provided to our Named Executive Officers.401(k) Plan
We maintain a retirement plan for the benefit of our employees. The plan is intended to qualify as atax-qualified 401(k) plan so that contributions to the 401(k) plan,Class A common stock, and income earned onany achievement between two stock price targets will be interpolated. Any such contributions, are not taxable to participants until withdrawn or distributed from the 401(k) plan (exceptresulting achieved shares and, in the case of contributions undera change in control prior to the 401(k) plan designatedTwo-Year Anniversary Date, any previously achieved shares, will vest upon the change in control.
The following table provides information concerning the estimated payments and benefits that would be provided in the circumstances described above for each of our named executive officers in accordance with the Severance and Change in Control Agreements and applicable PSU award agreements. Except where otherwise noted, payments and benefits are estimated assuming that the triggering event took place on December 31, 2022, and the price per share of our Class A common stock is the closing price on the New York Stock Exchange as Roth contributions). Underof December 30, 2022 (the last trading day of 2022) of $50.67. There can be no assurance that a triggering event would produce the retirement plan, participatingsame or similar results as those estimated below if such event occurs on any other date or at any other price, of if any other assumption used to estimate potential payments and benefits is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
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Mark Anderson | | | 650,000 | | | 18,521 | | | — | | | 668,521 | | | 975,000 | | | 27,781 | | | 8,137,551 | | | 650,000 | | | 9,790,333 |
Kevin Rubin | | | 324,750 | | | 19,860 | | | — | | | 344,610 | | | 433,000 | | | 26,481 | | | 5,582,770 | | | 303,100 | | | 6,345,351 |
Paula Hansen | | | 412,500 | | | 19,860 | | | — | | | 432,360 | | | 550,000 | | | 26,481 | | | 5,046,580 | | | 550,000 | | | 6,173,061 |
Suresh Vittal | | | 355,500 | | | 19,860 | | | — | | | 375,360 | | | 474,000 | | | 26,481 | | | 4,690,421 | | | 355,500 | | | 5,546,401 |
Christopher Lal | | | 337,500 | | | 19,860 | | | — | | | 357,360 | | | 450,000 | | | 26,481 | | | 3,091,377 | | | 270,000 | | | 3,837,857 |
(1)
| The severance amount related to base salary was determined based on the base salaries in effect on December 31, 2022. |
(2)
| We have not included any acceleration of Stockholder Alignment PSUs that may occur prior to the Two-Year Anniversary Date upon a qualifying termination because none of the Stockholder Alignment PSU stock price targets were achieved as of December 31, 2022 and therefore no Stockholder Alignment PSUs were eligible for acceleration in 2022. |
(3)
| The value of accelerated vesting is calculated based on the per share closing price of our Class A common stock on the New York Stock Exchange as of December 30, 2022 (the last trading day of 2022) of $50.67, less, if applicable, the exercise price of each outstanding stock option. The value of accelerated vesting includes the 2022 PSUs, which were earned and eligible to vest upon the achievement of ARR of $833.5 million during the 2022 PSU Performance Period, or 99.2% of the target of $840.0 million, rounded up to the nearest whole number and certified by the compensation committee at 100% of target in February 2023. The value of accelerated vesting does not include any Stockholder Alignment PSUs because none of the Stockholder Alignment PSU stock price targets were achieved as of December 31, 2022 (and none would have been achieved when using the closing price of our Class A common stock as of December 30, 2022 (the last trading day of 2022) of $50.67 as the assumed change in control per share value), and therefore no Stockholder Alignment PSUs were eligible for acceleration in 2022. |
CEO Pay Ratio
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our principal executive officer.
For fiscal 2022, the annual total compensation for our principal executive officer, Mr. Anderson, was $57,191,521 and for our median employee was $218,951, resulting in an estimated pay ratio of approximately 261:1. Excluding the grant date fair value of the Stockholder Alignment PSUs granted to Mr. Anderson in March 2022, the annual total compensation for Mr. Anderson was $2,042,921, resulting in an estimated pay ratio of approximately 9:1 compared to the same median employee.
Our compensation and benefits philosophy and the overall structure of our compensation and benefit programs aim to ensure that the pay of every employee appropriately reflects the level of their job impact and responsibilities and is competitive within our peer group. Our determination of which employee was the median employee was based on compensation data for all employees, excluding Mr. Anderson as of October 1, 2022, or the determination date, that included the following elements: (i) annual base salary for permanent salaried employees, or the hourly rate multiplied by the expected annual work schedule for hourly employees for the 12-month period preceding the determination date, (ii) target bonus or target commission, as applicable, for 2022 and (iii) grant date fair value of equity awards granted from January 1, 2022 through the determination date. This calculation was performed for all worldwide employees, excluding Mr. Anderson, whether employed on a full-time, part-time or seasonal basis. We then calculated annual total compensation for the median employee in the same manner used to calculate our Chief Executive Officer’s total compensation for purposes of the “Summary Compensation Table” above. This median employee’s annual total compensation for 2022 was $218,951. All amounts paid in foreign currencies were converted to U.S. dollars based on the average annual exchange rate as of October 1, 2022.
This pay ratio represents our reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable guidance, which provide significant flexibility in how companies identify the median employee. Each company may deferuse a different methodology and make different assumptions particular to that company. As a result, and as explained by the SEC when it adopted these rules, in considering the pay ratio disclosure, stockholders should keep in mind that the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices and pay ratio disclosures.
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