Pay vs Performance Disclosure - USD ($) | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Pay vs Performance Disclosure | | | | |
Pay vs Performance Disclosure, Table | Pay Versus Performance Table Value of Initial Fixed $100 Investment Based On: Year (1) Summary Compensation Table Total for PEO (2) ($) Compensation Actually Paid to PEO (1)(3) ($) Average Summary Compensation Table Total for Non-PEO NEOs (1)(4) ($) Average Compensation Actually Paid to Non-PEO NEOs (1)(5) ($) Total Shareholder Return (6) Peer Group Total Shareholder Return (7) Net Loss ($, in millions) Adjusted EBITDA ($, in millions) 2023 2,915,546 1,065,152 1,286,574 604,442 11.9 221.1 179.9 64.4 2022 8,330,437 1,666,533 2,023,148 571,224 20.0 132.8 68.4 97.1 2021 9,090,588 (33,614) 4,395,365 1,078,429 50.2 206.8 58.2 96.7 2020 8,626,209 10,369,020 5,125,166 5,742,921 128.5 150.0 51.2 99.9 (1) The PEO in all reporting years is John T. (Jack) McDonald. The NEOs in the 2023 reporting year are: Michael D. Hill, Daniel Doman, Oliver Yates, and Paul Miller. The NEOs in the 2022 reporting year are: Michael D. Hill, Kin Gill, Daniel Doman, Ian Burk and Rodney C. Favaron. The NEOs in the 2021 reporting year are: Michael D. Hill, Kin Gill and Rodney C. Favaron. The NEOs in the 2020 reporting year are: Michael D. Hill, Rodney C. Favaron and Timothy W. Mattox. (2) The dollar amounts reported are the amounts of total compensation reported for Mr. McDonald for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). Refer to “Executive Compensation — 2023 Summary Compensation Table.” (3) The dollar amounts reported represent the amount of compensation actually paid (“CAP”) to Mr. McDonald, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. McDonald during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to Mr. McDonald’s total compensation for each year to determine the CAP. (4) The dollar amounts reported represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the SCT in each applicable year. (5) The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the applicable PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following “Pay Versus Performance Calculation Detail” table displays the adjustments made to the NEOs’ (excluding the applicable PEO) total compensation for each year to determine the CAP. (6) Represents the year-over-year value, as of the end of the applicable fiscal year, of a hypothetical initial investment of $100 made on December 31, 2019 in the Company. The Company has not paid any cash dividends and, therefore, the Cumulative TSR calculation on its Common Stock is based solely upon stock price appreciation or depreciation and does not include any reinvestment of cash dividends. | | | |
PEO Total Compensation Amount | $ 2,915,546 | $ 8,330,437 | $ 9,090,588 | $ 8,626,209 |
PEO Actually Paid Compensation Amount | $ 1,065,152 | 1,666,533 | (33,614) | 10,369,020 |
Adjustment To PEO Compensation, Footnote | Pay Versus Performance Calculation Detail PEO NEO AVERAGE 2023 2022 2021 2020 2023 2022 2021 2020 Summary Compensation Table Total $ 2,915,546 $ 8,330,437 $ 9,090,588 $ 8,626,209 $ 1,286,574 $ 2,023,148 $ 4,395,365 $ 5,125,166 Less: Reported Fair Value of Equity Awards (a) $ (2,325,000) $ (7,749,375) $ (8,319,184) $ (8,035,196) $ (910,013) $ (1,724,570) $ (3,989,417) $ (5,056,500) Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested $ 845,997 $ 1,132,023 $ 744,002 $ 8,502,148 $ 306,673 $ 367,775 $ 982,933 $ 3,824,243 Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested $ (259,791) $ (221,378) $ (617,667) $ 610,800 $ (114,190) $ (127,923) $ (776,423) $ 254,500 Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year $ 139,336 $ 439,625 $ 746,243 $ 769,776 $ 151,527 $ 247,244 $ 945,402 $ 1,636,069 Add: Changes in Fair Value of Equity Awards Granted in Prior Years that vested in the Year $ (250,936) $ (264,799) $ (1,677,596) $ (104,717) $ (116,129) $ (214,450) $ (479,431) $ (40,557) Compensation Actually Paid $ 1,065,152 $ 1,666,533 $ (33,614) $ 10,369,020 $ 604,442 $ 571,224 $ 1,078,429 $ 5,742,921 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. Refer to Executive Compensation — Summary Compensation Table. | | | |
Non-PEO NEO Average Total Compensation Amount | $ 1,286,574 | 2,023,148 | 4,395,365 | 5,125,166 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 604,442 | 571,224 | 1,078,429 | 5,742,921 |
Adjustment to Non-PEO NEO Compensation Footnote | Pay Versus Performance Calculation Detail PEO NEO AVERAGE 2023 2022 2021 2020 2023 2022 2021 2020 Summary Compensation Table Total $ 2,915,546 $ 8,330,437 $ 9,090,588 $ 8,626,209 $ 1,286,574 $ 2,023,148 $ 4,395,365 $ 5,125,166 Less: Reported Fair Value of Equity Awards (a) $ (2,325,000) $ (7,749,375) $ (8,319,184) $ (8,035,196) $ (910,013) $ (1,724,570) $ (3,989,417) $ (5,056,500) Add: Year-End Fair Value of Equity Awards Granted in the Year and Remain Unvested $ 845,997 $ 1,132,023 $ 744,002 $ 8,502,148 $ 306,673 $ 367,775 $ 982,933 $ 3,824,243 Add: Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested $ (259,791) $ (221,378) $ (617,667) $ 610,800 $ (114,190) $ (127,923) $ (776,423) $ 254,500 Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year $ 139,336 $ 439,625 $ 746,243 $ 769,776 $ 151,527 $ 247,244 $ 945,402 $ 1,636,069 Add: Changes in Fair Value of Equity Awards Granted in Prior Years that vested in the Year $ (250,936) $ (264,799) $ (1,677,596) $ (104,717) $ (116,129) $ (214,450) $ (479,431) $ (40,557) Compensation Actually Paid $ 1,065,152 $ 1,666,533 $ (33,614) $ 10,369,020 $ 604,442 $ 571,224 $ 1,078,429 $ 5,742,921 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year. Refer to Executive Compensation — Summary Compensation Table. | | | |
Compensation Actually Paid vs. Total Shareholder Return | Compensation Actually Paid and Cumulative TSR The relationship between (a) the amount of compensation actually paid to Mr. McDonald and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. McDonald) and (b) the Company’s cumulative TSR over the period is reflected below. | | | |
Compensation Actually Paid vs. Net Income | Compensation Actually Paid and Net Loss The relationship between (a) the amount of compensation actually paid to Mr. McDonald and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. McDonald) and (b) the Company’s net loss for the years ended December 31, 2020, 2021, 2022 and 2023 is reflected in the graph below. | | | |
Compensation Actually Paid vs. Company Selected Measure | Compensation Actually Paid and Adjusted EBITDA As described above, Adjusted EBITDA as net income (loss), calculated in accordance with GAAP, adjusted for depreciation and amortization expense, interest expense, net, other expense (income), net, provision (benefit) for income taxes, stock-based compensation expense, acquisition-related expenses, non-recurring litigation costs, purchase accounting adjustments for deferred revenue and impairment of goodwill. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted EBITDA when setting goals in the Company’s short-term incentive compensation program, as well as for setting goals for the performance-based RSUs that are awarded to the NEOs. The relationship between (a) the amount of compensation actually paid to Mr. McDonald and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. McDonald) and (b) the Company’s Adjusted EBITDA for the years ended December 31, 2020, 2021, 2022 and 2023 is reflected below. | | | |
Total Shareholder Return Vs Peer Group | Cumulative TSR of the Company and Cumulative TSR of the Peer Group The Company’s cumulative TSR from December 31, 2019 to December 31, 2023 was (88)% while the cumulative TSR of the peer group presented for this purpose, the Nasdaq Computer Technology Index, was 121% over the same period. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.” The following graph sets forth the Company’s cumulative TSR and the cumulative TSR of the peer group presented for this purpose, the Nasdaq Computer Technology Index, from December 31, 2019 to December 31, 2023. | | | |
Tabular List, Table | Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: • Adjusted EBITDA • Relative TSR (the Company’s TSR as compared to a peer group established by the Compensation Committee) | | | |
Total Shareholder Return Amount | $ 11.9 | 20 | 50.2 | 128.5 |
Peer Group Total Shareholder Return Amount | 221.1 | 132.8 | 206.8 | 150 |
Net Income (Loss) | $ (179,900,000) | $ (68,400,000) | $ (58,200,000) | $ (51,200,000) |
Company Selected Measure Amount | 64,400,000 | 97,100,000 | 96,700,000 | 99,900,000 |
Measure:: 1 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Adjusted EBITDA | | | |
Measure:: 2 | | | | |
Pay vs Performance Disclosure | | | | |
Name | Relative TSR | | | |
PEO | reported fair value of equity awards [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ (2,325,000) | $ (7,749,375) | $ (8,319,184) | $ (8,035,196) |
PEO | Year End Fair Value of Equity Awards Granted in the Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 845,997 | 1,132,023 | 744,002 | 8,502,148 |
PEO | Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (259,791) | (221,378) | (617,667) | 610,800 |
PEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 139,336 | 439,625 | 746,243 | 769,776 |
PEO | Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (250,936) | (264,799) | (1,677,596) | (104,717) |
Non-PEO NEO | reported fair value of equity awards [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (910,013) | (1,724,570) | (3,989,417) | (5,056,500) |
Non-PEO NEO | Year End Fair Value of Equity Awards Granted in the Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 306,673 | 367,775 | 982,933 | 3,824,243 |
Non-PEO NEO | Change in Fair Value of Equity Awards Granted in Prior Years and Remain Unvested [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | (114,190) | (127,923) | (776,423) | 254,500 |
Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | 151,527 | 247,244 | 945,402 | 1,636,069 |
Non-PEO NEO | Change in Fair Value of Equity Awards Granted in Prior Years That Vested in the Year [Member] | | | | |
Pay vs Performance Disclosure | | | | |
Adjustment to Compensation, Amount | $ (116,129) | $ (214,450) | $ (479,431) | $ (40,557) |