Pay vs Performance Disclosure - USD ($) | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2021 |
Pay vs Performance Disclosure | | |
Pay vs Performance Disclosure, Table | Year (1) Summary Compensation Table Total for PEO Summary Compensation Actually Paid to PEO (2) Average Summary Compensation Table Total for Non-PEO NEOs Average Compensation Actually Paid to Non-PEO NEOs (2) Total Shareholder Return (3) Net Income (Loss) (4) Service Fee Equivalent Revenue (5) Adjusted EBITDA (5) 2022 $ 2,806,155 $ 2,146,600 $ 1,342,785 $ 1,078,443 $ 163.15 $ (16,558,000) $ 200,308,000 $ 5,009,000 2021 $ 1,847,381 $ 4,134,232 $ 988,926 $ 1,919,099 $ 191.38 $ 147,234,000 $ 187,735,000 $ 2,996,000 | |
Named Executive Officers, Footnote | Our PEO for each of the years was Mr. Willoughby. Non-PEO NEOs in each year included Mr. Madden and Mr. Thomann. | |
PEO Total Compensation Amount | $ 2,806,155 | $ 1,847,381 |
PEO Actually Paid Compensation Amount | $ 2,146,600 | 4,134,232 |
Adjustment To PEO Compensation, Footnote | Adjustments made to calculate “compensation actually paid” pursuant to the SEC rules to our principal executive officer for the years set forth below are as follows: PEO 2022 2021 Summary Compensation Table Total $ 2,806,155 $ 1,847,381 Less: Reported value of equity awards in Summary Compensation Table (1,209,559) (1,148,084) Plus: Year-end fair value of equity awards granted during the year that are outstanding and unvested as of year-end 382,701 1,322,802 Plus/(less): Change in value, from prior year-end to current year-end, of awards granted in a prior year that are outstanding and unvested as of year-end (345,647) 334,318 Plus: Vest date fair value of equity awards granted and vested in the year 184,898 865,523 Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year (659,163) 923,915 Less: Value of awards granted in prior years that fail to meet the applicable vesting criteria (99,949) (11,623) Plus: Value of dividend equivalents declared not otherwise reflected in the fair value or total compensation 1,087,165 — Total Adjustments (659,555) 2,286,851 Compensation Actually Paid $ 2,146,600 $ 4,134,232 | |
Non-PEO NEO Average Total Compensation Amount | $ 1,342,785 | 988,926 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,078,443 | 1,919,099 |
Adjustment to Non-PEO NEO Compensation Footnote | Adjustments made to calculate “compensation actually paid” pursuant to the SEC rules to our named executive officers (other than our principal executive officer) on average for the years set forth below are as follows: Average of Non-PEO NEOs 2022 2021 Summary Compensation Table Total $ 1,342,785 $ 988,926 Less: Reported value of equity awards in Summary Compensation Table (658,587) (482,882) Plus: Year-end fair value of equity awards granted during the year that are outstanding and unvested as of year-end 205,584 520,999 Plus/(less): Change in value, from prior year-end to current year-end, of awards granted in a prior year that are outstanding and unvested as of year-end (136,134) 129,554 Plus: Vest date fair value of equity awards granted and vested in the year 123,753 385,926 Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year (257,575) 363,890 Less: Value of awards granted in prior years that fail to meet the applicable vesting criteria (38,836) 12,686 Plus: Value of dividend equivalents declared not otherwise reflected in the fair value or total compensation 497,451 — Total Adjustments (264,343) 930,173 Compensation Actually Paid $ 1,078,443 $ 1,919,099 | |
Compensation Actually Paid vs. Total Shareholder Return | | |
Compensation Actually Paid vs. Net Income | | |
Compensation Actually Paid vs. Company Selected Measure | (2) The increase in Service Fee Equivalent Revenue for the year ended December 31, 2022, compared to the year prior period, does not correlate with the decrease in “compensation actually paid” over the same period primarily due to the impact of changes in the Company’s stock price on the calculation of “compensation actually paid.” During 2021, the Company's stock price increased significantly primarily due to share value recognized from the Company's prior LiveArea business unit divestiture, which resulted in incremental "compensation actually paid". The 2022 "compensation actually paid" includes the benefit of $1.0 million of incremental consideration for the Company's PEO applicable to the amended and restated ESA and CIC and $0.4 million of incremental consideration to one of the Company's non-CEO PEOs applicable to a retention bonus. "Compensation actually paid" in both 2021 and 2022 include equal amounts of transaction bonuses paid in relating to the LiveArea business unit divestiture. (3) The increase in Adjusted EBITDA for the year ended December 31, 2022, compared to the year prior period, does not correlate with the decrease in “compensation actually paid” over the same period primarily due to the impact of changes in the Company’s stock price on the calculation of “compensation actually paid.” During 2021, the Company's stock price increased significantly primarily due to share value recognized from the Company's prior LiveArea business unit divestiture, which resulted in incremental "compensation actually paid". The 2022 "compensation actually paid" includes the benefit of $1.0 million of incremental consideration for the Company's PEO applicable to the amended and restated ESA and CIC and $0.4 million of incremental consideration to one of the Company's non-CEO PEOs applicable to a retention bonus. "Compensation actually paid" in both 2021 and 2022 include equal amounts of transaction bonuses paid in relating to the LiveArea business unit divestiture. | |
Total Shareholder Return Amount | $ 163.15 | 191.38 |
Net Income (Loss) | $ (16,558,000) | $ 147,234,000 |
Company Selected Measure Amount | 200,308,000 | 187,735,000 |
PEO Name | Mr. Willoughby | |
Additional 402(v) Disclosure | Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period assuming initial fixed investment of $100, and all dividends, if any, were reinvested.The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. Financial Performance Measures We believe the following financial performance measures represent the most important financial performance measures used to link the compensation actually paid to our NEOs for fiscal year 2022 to our financial performance: • Service Fee Equivalent Revenue • Adjusted EBITDA | |
Measure:: 1 | | |
Pay vs Performance Disclosure | | |
Name | Service Fee Equivalent Revenue | |
Non-GAAP Measure Description | The Company-selected measures are Service Fee Equivalent Revenue and Adjusted EBITDA, which are non-GAAP financial measures. See Appendix A for additional information regarding Service Fee Equivalent Revenue and Adjusted EBITDA as publicly disclosed by the Company, including a reconciliation of both measures for the years ended December 31, 2022 and 2021 to the most comparable GAAP measures, total revenue and net income (loss). | |
Measure:: 2 | | |
Pay vs Performance Disclosure | | |
Other Performance Measure, Amount | 5,009,000 | 2,996,000 |
Name | Adjusted EBITDA | |
PEO | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | $ (659,555) | $ 2,286,851 |
PEO | Equity Awards Reported Value [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | (1,209,559) | (1,148,084) |
PEO | Equity Awards Granted During The Year, Unvested [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 382,701 | 1,322,802 |
PEO | Equity Awards Granted in Prior Years, Unvested [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | (345,647) | 334,318 |
PEO | Equity Awards Granted During the Year, Vested [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 184,898 | 865,523 |
PEO | Equity Awards Granted In Prior Years, Vested [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | (659,163) | 923,915 |
PEO | Equity Awards that Failed to Meet Vesting Conditions [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | (99,949) | (11,623) |
PEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 1,087,165 | 0 |
Non-PEO NEO | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | (264,343) | 930,173 |
Non-PEO NEO | Equity Awards Reported Value [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | (658,587) | (482,882) |
Non-PEO NEO | Equity Awards Granted During The Year, Unvested [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 205,584 | 520,999 |
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | (136,134) | 129,554 |
Non-PEO NEO | Equity Awards Granted During the Year, Vested [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 123,753 | 385,926 |
Non-PEO NEO | Equity Awards Granted In Prior Years, Vested [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | (257,575) | 363,890 |
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | (38,836) | 12,686 |
Non-PEO NEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | $ 497,451 | $ 0 |