Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Cover [Abstract] | |
Document Type | PRE 14A |
Entity Registrant Name | Tactile Systems Technology, Inc. |
Entity Central Index Key | 0001027838 |
Amendment Flag | false |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 5 Months Ended | 7 Months Ended | 12 Months Ended | |||
Jun. 07, 2020 | Dec. 31, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure | ||||||
Pay vs Performance Disclosure, Table | The following table sets forth compensation of our CEO (the Principal Executive Officer, referred to in this section as “PEO”) and our other named executive officers (the “Non-PEO NEOs”), on an average basis, along with total shareholder return, net income (loss), and total revenue for our fiscal years 2023, 2022, 2021, and 2020. Value of Initial Fixed $100 Investment Based on: Year (1) Summary Compensation Table Total for Current PEO ($) Compensation Actually Paid to Current PEO (2) ($) Summary Compensation Table Total for Former PEO ($) Compensation Actually Paid to Former PEO (2) ($) Average Summary Compensation Table Total for Non-PEO NEOs ($) Average Compensation Actually Paid to Non-PEO NEOs (2) ($) Company Total Shareholder Return (3) ($) Peer Group Total Shareholder Return (3) ($) Net Income (Loss) ($) (in thousands) Total Revenue (4) ($) (in thousands) 2023 2,874,593 3,205,532 — — 755,916 593,656 21.18 98.68 28,515 274,423 2022 3,220,584 1,851,324 — — 1,166,401 768,103 17.00 104.93 (17,866) 246,785 2021 2,076,884 459,477 — — 941,781 359,062 28.18 137.24 (11,811) 208,057 2020 2,024,978 2,465,081 687,888 (1,156,368) 1,391,233 515,160 66.57 132.83 (620) 187,130 (1) Daniel L. Reuvers was our PEO in each of 2023, 2022 and 2021, as well as in 2020 starting on June 8, 2020. Gerald R. Mattys served as our PEO in 2020 through June, 8 2020. In 2023, Elaine M. Birkemeyer, Kristie T. Burns, Sherri L. Ferstler and Brent A. Moen were our Non-PEO NEOs. In 2022 and 2021, Brent A. Moen, Kristie T. Burns and Eric Pauls were our Non-PEO NEOs. In 2020, Brent A. Moen, Robert J. Folkes and Bryan Rishe were our Non-PEO NEOs. (2) The dollar amounts reported represent the Compensation Actually Paid (“CAP”) to the NEOs in accordance with, and using the adjustments set forth in, Item 402(v) of Regulation S-K. The following adjustments related to equity awards were made to their total compensation each year as reported in the Summary Compensation Table (“SCT”) to determine the CAP: Reconciliation of PEO Summary Compensation Table Total to Compensation Actually Paid Year Reported SCT Total ($) Equity Award Adjustments ($) Compensation Actually Paid ($) 2023 2,874,593 330,939 3,205,532 2022 3,220,584 (1,369,260) 1,851,324 2021 2,076,884 (1,617,407) 459,477 2020 (Current) 2,024,978 440,103 2,465,081 2020 (Former) 687,888 (1,844,256) (1,156,368) Reconciliation of Average Non-PEO NEO Summary Compensation Table Total to Compensation Actually Paid Year Reported SCT Total ($) Equity Award Adjustments ($) Compensation Actually Paid ($) 2023 755,916 (162,260) 593,656 2022 1,166,401 (398,298) 768,103 2021 941,781 (582,719) 359,062 2020 1,391,233 (876,073) 515,160 (3) Our peer group for the calculation of total shareholder return (“TSR”) is the S&P Healthcare Equipment Select Industry Index, which is the industry index used in our stock price performance graph in our Form 10-K for the fiscal year ended December 31, 2023. TSR, in the case of both the Company and our peer group, reflects the cumulative return on $100 as if invested on December 31, 2019, including reinvestment of any dividends. ( 4) Our company-selected measure, which we believe represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the NEOs for 2023 to company performance, is revenue. Revenue is one of the metrics under both the 2023 annual cash incentive program and the 2023 PSUs. In order to calculate CAP, the following amounts were excluded from or added to the SCT total compensation: Current PEO Year Deduct: Grant Date Fair Value of Covered Year Equity Awards ($) Year End Fair Value of Covered Year Equity Awards ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that were Unvested at End of Covered Year ($) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in the Covered Year ($) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) Total Equity Award Adjustments ($) 2023 (1,506,836) 1,406,539 249,724 — 181,513 — — 330,939 2022 (1,999,984) 1,081,241 (323,775) — (126,742) — — (1,369,260) 2021 (1,499,930) 598,713 (382,129) — (334,060) — — (1,617,407) 2020 (1,417,951) 1,858,054 — — — — — 440,103 In connection with his appointment as CEO in 2020, Mr. Reuvers received a grant of stock options that included a market condition related to stock price in order to vest. Due to that market condition, the grant date fair value of those stock options was determined using the Monte Carlo Simulation model. The market condition was satisfied in the first quarter of 2021, and as a result, we have used the Black-Scholes valuation model (which is the valuation model used for all other stock option awards we have granted) to value these stock options for all dates subsequent to the grant date as part of the CAP calculations. Former PEO Year Deduct: Grant Date Fair Value of Covered Year Equity Awards ($) Year End Fair Value of Covered Year Equity Awards ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that were Unvested at End of Covered Year ($) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in the Covered Year ($) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) Total Equity Award Adjustments ($) 2023 — — — — — — — — 2022 — — — — — — — — 2021 — — — — — — — — 2020 — — (546,525) — (484,627) (813,103) — (1,844,256) Average Non-PEO NEOs Year Deduct: Grant Date Fair Value of Covered Year Equity Awards ($) Year End Fair Value of Covered Year Equity Awards ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that were Unvested at End of Covered Year ($) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in the Covered Year ($) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) Total Equity Award Adjustments ($) 2023 (397,276) 300,766 16,319 — 24,594 (106,664) — (162,260) 2022 (599,979) 333,793 (104,006) — (28,107) — — (398,298) 2021 (622,120) 239,005 (114,494) — (5,881) (79,229) — (582,719) 2020 (933,225) 614,574 (159,351) 33,592 (258,905) (172,758) — (876,073) | |||||
Company Selected Measure Name | Revenue | |||||
Named Executive Officers, Footnote | Value of Initial Fixed $100 Investment Based on: Year (1) Summary Compensation Table Total for Current PEO ($) Compensation Actually Paid to Current PEO (2) ($) Summary Compensation Table Total for Former PEO ($) Compensation Actually Paid to Former PEO (2) ($) Average Summary Compensation Table Total for Non-PEO NEOs ($) Average Compensation Actually Paid to Non-PEO NEOs (2) ($) Company Total Shareholder Return (3) ($) Peer Group Total Shareholder Return (3) ($) Net Income (Loss) ($) (in thousands) Total Revenue (4) ($) (in thousands) 2023 2,874,593 3,205,532 — — 755,916 593,656 21.18 98.68 28,515 274,423 2022 3,220,584 1,851,324 — — 1,166,401 768,103 17.00 104.93 (17,866) 246,785 2021 2,076,884 459,477 — — 941,781 359,062 28.18 137.24 (11,811) 208,057 2020 2,024,978 2,465,081 687,888 (1,156,368) 1,391,233 515,160 66.57 132.83 (620) 187,130 (1) Daniel L. Reuvers was our PEO in each of 2023, 2022 and 2021, as well as in 2020 starting on June 8, 2020. Gerald R. Mattys served as our PEO in 2020 through June, 8 2020. In 2023, Elaine M. Birkemeyer, Kristie T. Burns, Sherri L. Ferstler and Brent A. Moen were our Non-PEO NEOs. In 2022 and 2021, Brent A. Moen, Kristie T. Burns and Eric Pauls were our Non-PEO NEOs. In 2020, Brent A. Moen, Robert J. Folkes and Bryan Rishe were our Non-PEO NEOs. | |||||
Peer Group Issuers, Footnote | (3) Our peer group for the calculation of total shareholder return (“TSR”) is the S&P Healthcare Equipment Select Industry Index, which is the industry index used in our stock price performance graph in our Form 10-K for the fiscal year ended December 31, 2023. TSR, in the case of both the Company and our peer group, reflects the cumulative return on $100 as if invested on December 31, 2019, including reinvestment of any dividends. | |||||
Adjustment To PEO Compensation, Footnote | Reconciliation of PEO Summary Compensation Table Total to Compensation Actually Paid Year Reported SCT Total ($) Equity Award Adjustments ($) Compensation Actually Paid ($) 2023 2,874,593 330,939 3,205,532 2022 3,220,584 (1,369,260) 1,851,324 2021 2,076,884 (1,617,407) 459,477 2020 (Current) 2,024,978 440,103 2,465,081 2020 (Former) 687,888 (1,844,256) (1,156,368) Current PEO Year Deduct: Grant Date Fair Value of Covered Year Equity Awards ($) Year End Fair Value of Covered Year Equity Awards ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that were Unvested at End of Covered Year ($) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in the Covered Year ($) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) Total Equity Award Adjustments ($) 2023 (1,506,836) 1,406,539 249,724 — 181,513 — — 330,939 2022 (1,999,984) 1,081,241 (323,775) — (126,742) — — (1,369,260) 2021 (1,499,930) 598,713 (382,129) — (334,060) — — (1,617,407) 2020 (1,417,951) 1,858,054 — — — — — 440,103 In connection with his appointment as CEO in 2020, Mr. Reuvers received a grant of stock options that included a market condition related to stock price in order to vest. Due to that market condition, the grant date fair value of those stock options was determined using the Monte Carlo Simulation model. The market condition was satisfied in the first quarter of 2021, and as a result, we have used the Black-Scholes valuation model (which is the valuation model used for all other stock option awards we have granted) to value these stock options for all dates subsequent to the grant date as part of the CAP calculations. Former PEO Year Deduct: Grant Date Fair Value of Covered Year Equity Awards ($) Year End Fair Value of Covered Year Equity Awards ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that were Unvested at End of Covered Year ($) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in the Covered Year ($) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) Total Equity Award Adjustments ($) 2023 — — — — — — — — 2022 — — — — — — — — 2021 — — — — — — — — 2020 — — (546,525) — (484,627) (813,103) — (1,844,256) Average Non-PEO NEOs Year Deduct: Grant Date Fair Value of Covered Year Equity Awards ($) Year End Fair Value of Covered Year Equity Awards ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that were Unvested at End of Covered Year ($) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in the Covered Year ($) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) Total Equity Award Adjustments ($) 2023 (397,276) 300,766 16,319 — 24,594 (106,664) — (162,260) 2022 (599,979) 333,793 (104,006) — (28,107) — — (398,298) 2021 (622,120) 239,005 (114,494) — (5,881) (79,229) — (582,719) 2020 (933,225) 614,574 (159,351) 33,592 (258,905) (172,758) — (876,073) | |||||
Non-PEO NEO Average Total Compensation Amount | $ 755,916 | $ 1,166,401 | $ 941,781 | $ 1,391,233 | ||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 593,656 | 768,103 | 359,062 | 515,160 | ||
Adjustment to Non-PEO NEO Compensation Footnote | Reconciliation of Average Non-PEO NEO Summary Compensation Table Total to Compensation Actually Paid Year Reported SCT Total ($) Equity Award Adjustments ($) Compensation Actually Paid ($) 2023 755,916 (162,260) 593,656 2022 1,166,401 (398,298) 768,103 2021 941,781 (582,719) 359,062 2020 1,391,233 (876,073) 515,160 Year Deduct: Grant Date Fair Value of Covered Year Equity Awards ($) Year End Fair Value of Covered Year Equity Awards ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that were Unvested at End of Covered Year ($) Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) Year-over-Year Change in Fair Value of Equity Awards Granted in a Prior Year that Vested in the Covered Year ($) Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) Total Equity Award Adjustments ($) 2023 — — — — — — — — 2022 — — — — — — — — 2021 — — — — — — — — 2020 — — (546,525) — (484,627) (813,103) — (1,844,256) | |||||
Compensation Actually Paid vs. Total Shareholder Return | Compensation Actually Paid versus Company and Peer Group TSR: | |||||
Compensation Actually Paid vs. Net Income | Compensation Actually Paid versus Net Income (Loss): | |||||
Compensation Actually Paid vs. Company Selected Measure | Compensation Actually Paid versus Total Revenue: | |||||
Tabular List, Table | Most Important Company Performance Measures Total Revenue Adjusted EBITDA Adjusted EBITDA Margin | |||||
Total Shareholder Return Amount | $ 21.18 | 17 | 28.18 | 66.57 | ||
Peer Group Total Shareholder Return Amount | 98.68 | 104.93 | 137.24 | 132.83 | ||
Net Income (Loss) | $ 28,515,000 | $ (17,866,000) | $ (11,811,000) | $ (620,000) | ||
Company Selected Measure Amount | 274,423,000 | 246,785,000 | 208,057,000 | 187,130,000 | ||
PEO Name | Gerald R. Mattys | Daniel L. Reuvers | Daniel L. Reuvers | Daniel L. Reuvers | ||
Measure:: 1 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Total Revenue | |||||
Non-GAAP Measure Description | ( 4) Our company-selected measure, which we believe represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the NEOs for 2023 to company performance, is revenue. Revenue is one of the metrics under both the 2023 annual cash incentive program and the 2023 PSUs. | |||||
Measure:: 2 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Adjusted EBITDA | |||||
Measure:: 3 | ||||||
Pay vs Performance Disclosure | ||||||
Name | Adjusted EBITDA Margin | |||||
Reuvers [Member] | ||||||
Pay vs Performance Disclosure | ||||||
PEO Total Compensation Amount | $ 2,024,978 | $ 2,874,593 | $ 3,220,584 | $ 2,076,884 | ||
PEO Actually Paid Compensation Amount | 2,465,081 | 3,205,532 | 1,851,324 | 459,477 | ||
Mattys [Member] | ||||||
Pay vs Performance Disclosure | ||||||
PEO Total Compensation Amount | $ 687,888 | |||||
PEO Actually Paid Compensation Amount | (1,156,368) | |||||
PEO | Reuvers [Member] | Total Net Adjustments For Equity Awards [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 440,103 | 330,939 | (1,369,260) | (1,617,407) | ||
PEO | Reuvers [Member] | Equity Awards Value In Compensation Table For The Applicable Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (1,417,951) | (1,506,836) | (1,999,984) | (1,499,930) | ||
PEO | Reuvers [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | $ 1,858,054 | 1,406,539 | 1,081,241 | 598,713 | ||
PEO | Reuvers [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 249,724 | (323,775) | (382,129) | |||
PEO | Reuvers [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 181,513 | (126,742) | (334,060) | |||
PEO | Mattys [Member] | Total Net Adjustments For Equity Awards [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (1,844,256) | |||||
PEO | Mattys [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (546,525) | |||||
PEO | Mattys [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (484,627) | |||||
PEO | Mattys [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | $ (813,103) | |||||
Non-PEO NEO | Total Net Adjustments For Equity Awards [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (162,260) | (398,298) | (582,719) | $ (876,073) | ||
Non-PEO NEO | Equity Awards Value In Compensation Table For The Applicable Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | (397,276) | (599,979) | (622,120) | (933,225) | ||
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 300,766 | 333,793 | 239,005 | 614,574 | ||
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 16,319 | (104,006) | (114,494) | (159,351) | ||
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 33,592 | |||||
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | 24,594 | $ (28,107) | (5,881) | (258,905) | ||
Non-PEO NEO | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | ||||||
Pay vs Performance Disclosure | ||||||
Adjustment to Compensation, Amount | $ (106,664) | $ (79,229) | $ (172,758) |
N-2
N-2 | 12 Months Ended |
Dec. 31, 2023 | |
Cover [Abstract] | |
Entity Central Index Key | 0001027838 |
Amendment Flag | false |
Document Type | PRE 14A |
Entity Registrant Name | Tactile Systems Technology, Inc. |