Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | BANDWIDTH INC. |
Entity Central Index Key | 0001514416 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | 2022 Pay Versus Performance Table The following table sets forth information concerning the compensation of our named executive officers (“ NEOs year Year Summary ($) Compensation ($) (1) Average Non-PEO Average Non-PEO (1) Value of Initial Fixed $100 Net Income ($) Revenue ($) Total ($) Peer Group ($) (2) 2022 4,799,492 1,377,062 2,818,213 1,899,901 35.83 134.82 19,570,000 573,152,000 2021 3,384,684 (670,833 ) 1,594,716 54,250 112.04 189.64 (27,362,000 ) 490,907,000 2020 3,703,155 8,980,482 1,377,243 4,174,765 239.92 142.21 (43,977,000 ) 343,113,000 (1) Amounts represent compensation actually paid to our chief executive officer (“ PEO Year PEO Non-PEO 2022 David A. Morken Daryl E. Raiford, Anthony F. Bartolo, R. Brandon Asbill, and Rebecca G. Bottorff 2021 David A. Morken Daryl E. Raiford, Jeffrey A. Hoffman, R. Brandon Asbill, Rebecca G. Bottorff, and Scott Mullen 2020 David A. Morken Jeffrey A. Hoffman, W. Christopher Matton, Noreen Allen and Rebecca G. Bottorff Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows: 2020 2021 2022 Adjustments PEO Average Non-PEO PEO Average Non-PEO PEO Average Non-PEO Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (2,231,076) (645,655) (2,429,906) (1,028,162) (3,770,123) (2,104,795) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 4,108,675 838,078 947,663 397,737 1,871,114 1,496,260 Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date 823,876 492,584 326,762 105,802 188,287 86,041 Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End 2,455,409 1,213,746 (3,058,765) (615,827) (1,452,293) (301,524) Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date 120,443 898,769 158,729 15,016 (259,415) (94,294) Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End — — — (415,032) — — Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date — — — — — — Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY — — — — — — Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY — — — — — — Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans — — — — — — TOTAL ADJUSTMENTS 5,277,327 2,797,522 (4,055,517) (1,540,466) (3,422,430) (918,312) (2) For fiscal years 2020, 2021 & 2022, represents the cumulative TSR (the “ Peer Group TSR Peer Group | ||
Company Selected Measure Name | Revenue | ||
Named Executive Officers, Footnote [Text Block] | Year PEO Non-PEO 2022 David A. Morken Daryl E. Raiford, Anthony F. Bartolo, R. Brandon Asbill, and Rebecca G. Bottorff 2021 David A. Morken Daryl E. Raiford, Jeffrey A. Hoffman, R. Brandon Asbill, Rebecca G. Bottorff, and Scott Mullen 2020 David A. Morken Jeffrey A. Hoffman, W. Christopher Matton, Noreen Allen and Rebecca G. Bottorff | ||
Peer Group Issuers, Footnote [Text Block] | For fiscal years 2020, 2021 & 2022, represents the cumulative TSR (the “ Peer Group TSR Peer Group | ||
PEO Total Compensation Amount | $ 4,799,492 | $ 3,384,684 | $ 3,703,155 |
PEO Actually Paid Compensation Amount | $ 1,377,062 | (670,833) | 8,980,482 |
Adjustment To PEO Compensation, Footnote [Text Block] | Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows: 2020 2021 2022 Adjustments PEO Average Non-PEO PEO Average Non-PEO PEO Average Non-PEO Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (2,231,076) (645,655) (2,429,906) (1,028,162) (3,770,123) (2,104,795) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 4,108,675 838,078 947,663 397,737 1,871,114 1,496,260 Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date 823,876 492,584 326,762 105,802 188,287 86,041 Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End 2,455,409 1,213,746 (3,058,765) (615,827) (1,452,293) (301,524) Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date 120,443 898,769 158,729 15,016 (259,415) (94,294) Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End — — — (415,032) — — Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date — — — — — — Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY — — — — — — Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY — — — — — — Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans — — — — — — TOTAL ADJUSTMENTS 5,277,327 2,797,522 (4,055,517) (1,540,466) (3,422,430) (918,312) | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,818,213 | 1,594,716 | 1,377,243 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,899,901 | 54,250 | 4,174,765 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows: 2020 2021 2022 Adjustments PEO Average Non-PEO PEO Average Non-PEO PEO Average Non-PEO Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY (2,231,076) (645,655) (2,429,906) (1,028,162) (3,770,123) (2,104,795) Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End 4,108,675 838,078 947,663 397,737 1,871,114 1,496,260 Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date 823,876 492,584 326,762 105,802 188,287 86,041 Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End 2,455,409 1,213,746 (3,058,765) (615,827) (1,452,293) (301,524) Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date 120,443 898,769 158,729 15,016 (259,415) (94,294) Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End — — — (415,032) — — Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date — — — — — — Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY — — — — — — Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY — — — — — — Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans — — — — — — TOTAL ADJUSTMENTS 5,277,327 2,797,522 (4,055,517) (1,540,466) (3,422,430) (918,312) | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | TSR amounts reported in the graph assume an initial fixed investment of $100, assuming the reinvestment of dividends. | ||
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Tabular List [Table Text Block] | Pay Versus Performance Tabular Lis t The following performance measures represent each of the financial performanc e ● Revenue; and ● Non-GAAP 10-K, Non-GAAP For additional details regarding our most important financial performance measures, please see the section titled “2022 Executive Compensation Program––Annual Performance Bonus” in our Compensation Discussion and Analysis (CD&A) elsewhere in this Proxy Statement. | ||
Total Shareholder Return Amount | $ 35.83 | 112.04 | 239.92 |
Peer Group Total Shareholder Return Amount | 134.82 | 189.64 | 142.21 |
Net Income (Loss) | $ 19,570,000 | $ (27,362,000) | $ (43,977,000) |
Company Selected Measure Amount | 573,152,000 | 490,907,000 | 343,113,000 |
PEO Name | David A. Morken | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Revenue | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Non-GAAP gross margin | ||
PEO [Member] | Deduction for Amounts Reported under the Stock Awards and Option Awards Columns [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (3,770,123) | $ (2,429,906) | $ (2,231,076) |
PEO [Member] | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,871,114 | 947,663 | 4,108,675 |
PEO [Member] | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 188,287 | 326,762 | 823,876 |
PEO [Member] | Increasededuction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,452,293) | (3,058,765) | 2,455,409 |
PEO [Member] | Increasededuction for Awards Granted during Prior FY that Vested During Applicable FY [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (259,415) | 158,729 | 120,443 |
PEO [Member] | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Increase based on Dividends or Other Earnings Paid [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Increase based on Incremental Fair Value of OptionsSARs [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Deduction for Change in the Actuarial Present Values reported under the Change in Pension Value and Nonqualified Deferred Compensation Earnings [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
PEO [Member] | TOTAL ADJUSTMENTS [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (3,422,430) | (4,055,517) | 5,277,327 |
Non-PEO NEO [Member] | Deduction for Amounts Reported under the Stock Awards and Option Awards Columns [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,104,795) | (1,028,162) | (645,655) |
Non-PEO NEO [Member] | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,496,260 | 397,737 | 838,078 |
Non-PEO NEO [Member] | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 86,041 | 105,802 | 492,584 |
Non-PEO NEO [Member] | Increasededuction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (301,524) | (615,827) | 1,213,746 |
Non-PEO NEO [Member] | Increasededuction for Awards Granted during Prior FY that Vested During Applicable FY [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (94,294) | 15,016 | 898,769 |
Non-PEO NEO [Member] | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | (415,032) | 0 |
Non-PEO NEO [Member] | Increase based on Dividends or Other Earnings Paid [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Increase based on Incremental Fair Value of OptionsSARs [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Deduction for Change in the Actuarial Present Values reported under the Change in Pension Value and Nonqualified Deferred Compensation Earnings [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 0 | 0 | 0 |
Non-PEO NEO [Member] | TOTAL ADJUSTMENTS [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (918,312) | $ (1,540,466) | $ 2,797,522 |