Pay vs Performance Disclosure - USD ($) | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2022 |
Pay vs Performance Disclosure | | |
Pay vs Performance Disclosure, Table | P AY ERSUS ERFORMANCE As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K Although the PVP Rules require us to disclose “compensation actually paid,” these amounts do not necessarily reflect compensation that our NEOs actually earned in the Covered Years. Instead, “compensation actually paid” reflects a calculation computed in accordance with the PVP Rules, including adjusted values to unvested and vested equity awards during the Covered Years based on either year-end Pay Versus Performance Year (1) Summary Compensation Average Non-PEO Average Non-PEO Value of Initial Fixed Based On: Net Loss Company- Total Peer Group 2023 $ 1,914,800 $ 3,532,043 $ 2,641,659 $ 3,498,046 $ 241 $ 93 -$ 28,171,000 $ 20,559,000 2022 $ 3,932,605 $ 503,566 $ 7,283,268 $ 4,937,726 $ 155 $ 85 -$ 91,629,000 -$ 40,096,000 1. Chris Hulls served as the Company’s Principal Executive Officer (our “PEO”) for the entirety of fiscal years 2022 and 2023. The Company’s other NEOs for the indicated fiscal years were as follows: • 2023: Russell Burke, Lauren Antonoff, Susan Stick and David Rice • 2022: Charles Prober and Kirsten Daru 2. Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the indicated fiscal year in the case of our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the non-PEO 3. Amounts reported in these columns represent the amount of CAP to our PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K PEO 2022 2023 Summary Compensation Table - Total Compensation (a ) $ 3,932,605 $ 1,914,800 - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year (b ) $ 2,876,205 $ 0 + Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year (c ) $ 1,583,255 $ 0 + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years (d ) -$ 1,399,960 $ 1,014,097 + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year (e ) $ 450,974 $ 0 PEO 2022 2023 + Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f ) -$ 1,187,102 $ 603,146 - Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g ) $ 0 $ 0 = Compensation Actually Paid $ 503,566 $ 3,532,043 Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. 4. Amounts reported in this column represent the amount of CAP to our non-PEO S-K non-PEO Non-PEO 2022 2023 Summary Compensation Table—Total Compensation (a ) $ 7,283,268 $ 2,641,659 - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year (b ) $ 6,783,285 $ 2,127,131 + Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year (c ) $ 4,428,067 $ 2,217,169 + Change in Fair Value Of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years (d ) $ 0 $ 257,647 + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year (e ) $ 9,676 $ 186,029 + Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f ) $ 0 $ 322,673 - Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g ) $ 0 $ 0 = Compensation Actually Paid $ 4,937,726 $ 3,498,046 Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. 5. Pursuant to Item 402(v) of Regulation S-K, 6. The TSR Peer Group is the company’s 2023 compensation peer group. This calculation assumes that $100 was invested in this peer group index on June 27, 2022 (aligned with the period used in footnote #5 above). 7. Adjusted EBITDA is a non-GAAP 10-transaction | |
Company Selected Measure Name | Adjusted EBITDA | |
Named Executive Officers, Footnote | 1. Chris Hulls served as the Company’s Principal Executive Officer (our “PEO”) for the entirety of fiscal years 2022 and 2023. The Company’s other NEOs for the indicated fiscal years were as follows: • 2023: Russell Burke, Lauren Antonoff, Susan Stick and David Rice • 2022: Charles Prober and Kirsten Daru | |
Peer Group Issuers, Footnote | The TSR Peer Group is the company’s 2023 compensation peer group. This calculation assumes that $100 was invested in this peer group index on June 27, 2022 (aligned with the period used in footnote #5 above). | |
PEO Total Compensation Amount | $ 1,914,800 | $ 3,932,605 |
PEO Actually Paid Compensation Amount | $ 3,532,043 | 503,566 |
Adjustment To PEO Compensation, Footnote | 3. Amounts reported in these columns represent the amount of CAP to our PEO for the indicated fiscal year, as calculated under Item 402(v) of Regulation S-K PEO 2022 2023 Summary Compensation Table - Total Compensation (a ) $ 3,932,605 $ 1,914,800 - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year (b ) $ 2,876,205 $ 0 + Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year (c ) $ 1,583,255 $ 0 + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years (d ) -$ 1,399,960 $ 1,014,097 + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year (e ) $ 450,974 $ 0 PEO 2022 2023 + Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f ) -$ 1,187,102 $ 603,146 - Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g ) $ 0 $ 0 = Compensation Actually Paid $ 503,566 $ 3,532,043 Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. | |
Non-PEO NEO Average Total Compensation Amount | $ 2,641,659 | 7,283,268 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 3,498,046 | 4,937,726 |
Adjustment to Non-PEO NEO Compensation Footnote | 4. Amounts reported in this column represent the amount of CAP to our non-PEO S-K non-PEO Non-PEO 2022 2023 Summary Compensation Table—Total Compensation (a ) $ 7,283,268 $ 2,641,659 - Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year (b ) $ 6,783,285 $ 2,127,131 + Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year (c ) $ 4,428,067 $ 2,217,169 + Change in Fair Value Of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years (d ) $ 0 $ 257,647 + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year (e ) $ 9,676 $ 186,029 + Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f ) $ 0 $ 322,673 - Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g ) $ 0 $ 0 = Compensation Actually Paid $ 4,937,726 $ 3,498,046 Equity Award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. | |
Compensation Actually Paid vs. Total Shareholder Return | | |
Compensation Actually Paid vs. Net Income | | |
Compensation Actually Paid vs. Company Selected Measure | | |
Total Shareholder Return Vs Peer Group | | |
Tabular List, Table | Tabular List of Performance Measures The following is a list of performance measures, which in the Company’s assessment represent the most important performance measures used by the Company to link compensation actually paid to the NEOs for 2023. These metrics are used in the bonus plan. • Adjusted EBITDA • Revenue • Direct Revenue AMR • Paying Circles | |
Total Shareholder Return Amount | $ 241 | 155 |
Peer Group Total Shareholder Return Amount | 93 | 85 |
Net Income (Loss) | $ (28,171,000) | $ (91,629,000) |
Company Selected Measure Amount | 20,559,000 | (40,096,000) |
PEO Name | Chris Hulls | |
Measure:: 1 | | |
Pay vs Performance Disclosure | | |
Name | Adjusted EBITDA | |
Non-GAAP Measure Description | Adjusted EBITDA is a non-GAAP 10-transaction | |
Measure:: 2 | | |
Pay vs Performance Disclosure | | |
Name | Revenue | |
Measure:: 3 | | |
Pay vs Performance Disclosure | | |
Name | Direct Revenue AMR | |
Measure:: 4 | | |
Pay vs Performance Disclosure | | |
Name | Paying Circles | |
PEO | Grant Date Fair Value Of Stock Awards And Option Awards Granted In Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | $ 0 | $ 2,876,205 |
PEO | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards And Option Awards Granted In Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 0 | 1,583,255 |
PEO | Change In Fair Value Of Outstanding And Unvested Stock Awards And Option Awards Granted In Prior Fiscal Years [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 1,014,097 | (1,399,960) |
PEO | Fair Value At Vesting Of Stock Awards And Option Awards Granted In Fiscal Year That Vested During Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 0 | 450,974 |
PEO | Change In Fair Value As Of Vesting Date Of Stock Awards And Option Awards Granted In Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 603,146 | (1,187,102) |
PEO | Fair Value As Of Prior Fiscal Year End Of Stock Awards And Option Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 0 | 0 |
Non-PEO NEO | Grant Date Fair Value Of Stock Awards And Option Awards Granted In Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 2,127,131 | 6,783,285 |
Non-PEO NEO | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards And Option Awards Granted In Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 2,217,169 | 4,428,067 |
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Stock Awards And Option Awards Granted In Prior Fiscal Years [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 257,647 | 0 |
Non-PEO NEO | Fair Value At Vesting Of Stock Awards And Option Awards Granted In Fiscal Year That Vested During Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 186,029 | 9,676 |
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Stock Awards And Option Awards Granted In Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | 322,673 | 0 |
Non-PEO NEO | Fair Value As Of Prior Fiscal Year End Of Stock Awards And Option Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member] | | |
Pay vs Performance Disclosure | | |
Adjustment to Compensation, Amount | $ 0 | $ 0 |