Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | Vimeo, Inc. |
Entity Central Index Key | 0001837686 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure [Table] | ||
Pay vs Performance [Table Text Block] | Pay Versus Performance In accordance with Item 402(v) under Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”), the following table sets forth information concerning pay versus performance for our Principal Executive Officer (“PEO”) and the average of our non-Principal Executive Officer named executive officers (“Non-PEO NEOs”) for the fiscal years ended December 31, 2022 and December 31, 2021. For further information concerning our executive compensation program and how we align executive compensation with our performance, see the “Executive Compensation—Compensation Discussion and Analysis” section within this proxy statement. Year (1) Summary Compensation (3) Average Average (3) Value of Initial Fixed Net Loss (6) Adjusted EBITDA (7) Total (4) Peer (5) 2022 $8,095,861 $(4,924,823) $5,810,709 $(3,262,750) $7.56 $90.61 $(79,591,879) $(8,233,640) 2021 $18,844,127 $7,515,181 $8,213,980 $(17,568,253) $39.57 $126.19 $(52,767,116) $(9,353,226) 1. The PEO and other NEOs for the applicable years were as follows: • 2022 • 2021 2. Amounts represent the total compensation reported in the Summary Compensation Table for Ms. Sud as our PEO and the average total compensation reported in the Summary Compensation Tables for our Non-PEO NEOs for the indicated fiscal years. 3. Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs for the relevant fiscal year, as determined under SEC rules. The table below describes the difference between summary compensation table totals and compensation actually paid totals. Because compensation actually paid totals are calculated using fair value of equity awards as of the end of the fiscal year as opposed to grant date fair value, and our stock price has decreased since the applicable grant dates, our compensation actually paid totals in some cases reflect a negative number. 2022 2021 PEO Average Non- PEO Average Non- Total Compensation for covered fiscal $8,095,861 $5,810,709 $18,844,127 $8,213,980 DEDUCT $(7,184,861) $(5,278,561) $(17,634,127) $(7,465,230) ADD $417,816 $1,062,942 $7,729,894 $3,091,958 ADD $(6,253,639) $(1,793,180) $— $(20,451,084) ADD $— $— $— $— ADD $— $(1,451,448) $(1,424,713) $(957,877) DEDUCT $— $(1,613,213) $— $— ADD $— $— $— $— Compensation Actually Paid (as defined by SEC rule) $(4,924,823) $ 3,262,750) $7,515,181 $(17,568,253) 4. Amounts reported in this column represent cumulative TSR of the Company under SEC rules from May 25, 2021 (the date our common stock commenced regular-way trading on Nasdaq), through the last trading day for the applicable fiscal year in the table. TSR is calculated by assuming the investment of $100 in our common stock on May 25, 2021 and the reinvestment of dividends. The closing market price of our common stock on May 25, 2021 was $45.39 per share. 5. Amounts reported in this column represent the peer group TSR under SEC rules from May 25, 2021 (the date our common stock commenced regular-way trading on Nasdaq), through the last trading day for the applicable fiscal year in the table. The peer group TSR is calculated by assuming the investment of $100 in the Standard & Poor Information Technology Index on May 25, 2021 and the reinvestment of dividends. The peer group used for this purpose is the Standard & Poor Information Technology Index, the same peer group we use for purposes of Item 201(e) of Regulation S-K. 6. Amounts reported represent the amount of net loss of the Company reported in our Annual Report on Form 10-K for the applicable fiscal year. 7. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating loss excluding: (1) stock-based compensation expense; (2) depreciation; (3) acquisition-related items consisting of (i) amortization of intangible assets, (ii) impairments of goodwill and intangible assets, if applicable, and (iii) gains and losses recognized on changes in the fair value of contingent consideration arrangements; and (4) restructuring costs associated with exit or disposal activities such as a reduction in force. Adjusted EBITDA is calculated as described in Annex B. | |
Company Selected Measure Name | AdjustedEBITDA | |
Named Executive Officers, Footnote [Text Block] | 1. The PEO and other NEOs for the applicable years were as follows: • 2022 • 2021 | |
Peer Group Issuers, Footnote [Text Block] | 5. Amounts reported in this column represent the peer group TSR under SEC rules from May 25, 2021 (the date our common stock commenced regular-way trading on Nasdaq), through the last trading day for the applicable fiscal year in the table. The peer group TSR is calculated by assuming the investment of $100 in the Standard & Poor Information Technology Index on May 25, 2021 and the reinvestment of dividends. The peer group used for this purpose is the Standard & Poor Information Technology Index, the same peer group we use for purposes of Item 201(e) of Regulation S-K. | |
PEO Total Compensation Amount | $ 8,095,861 | $ 18,844,127 |
PEO Actually Paid Compensation Amount | $ (4,924,823) | 7,515,181 |
Adjustment To PEO Compensation, Footnote [Text Block] | 3. Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs for the relevant fiscal year, as determined under SEC rules. The table below describes the difference between summary compensation table totals and compensation actually paid totals. Because compensation actually paid totals are calculated using fair value of equity awards as of the end of the fiscal year as opposed to grant date fair value, and our stock price has decreased since the applicable grant dates, our compensation actually paid totals in some cases reflect a negative number. 2022 2021 PEO Average Non- PEO Average Non- Total Compensation for covered fiscal $8,095,861 $5,810,709 $18,844,127 $8,213,980 DEDUCT $(7,184,861) $(5,278,561) $(17,634,127) $(7,465,230) ADD $417,816 $1,062,942 $7,729,894 $3,091,958 ADD $(6,253,639) $(1,793,180) $— $(20,451,084) ADD $— $— $— $— ADD $— $(1,451,448) $(1,424,713) $(957,877) DEDUCT $— $(1,613,213) $— $— ADD $— $— $— $— Compensation Actually Paid (as defined by SEC rule) $(4,924,823) $ 3,262,750) $7,515,181 $(17,568,253) | |
Non-PEO NEO Average Total Compensation Amount | $ 5,810,709 | 8,213,980 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ (3,262,750) | (17,568,253) |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | 3. Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs for the relevant fiscal year, as determined under SEC rules. The table below describes the difference between summary compensation table totals and compensation actually paid totals. Because compensation actually paid totals are calculated using fair value of equity awards as of the end of the fiscal year as opposed to grant date fair value, and our stock price has decreased since the applicable grant dates, our compensation actually paid totals in some cases reflect a negative number. 2022 2021 PEO Average Non- PEO Average Non- Total Compensation for covered fiscal $8,095,861 $5,810,709 $18,844,127 $8,213,980 DEDUCT $(7,184,861) $(5,278,561) $(17,634,127) $(7,465,230) ADD $417,816 $1,062,942 $7,729,894 $3,091,958 ADD $(6,253,639) $(1,793,180) $— $(20,451,084) ADD $— $— $— $— ADD $— $(1,451,448) $(1,424,713) $(957,877) DEDUCT $— $(1,613,213) $— $— ADD $— $— $— $— Compensation Actually Paid (as defined by SEC rule) $(4,924,823) $ 3,262,750) $7,515,181 $(17,568,253) | |
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | “Compensation Actually Paid” and Cumulative TSR The amount of “compensation actually paid” to Ms. Sud is generally aligned with the Company’s cumulative TSR over the two years presented in the table as both decreased. However, the average amount of “compensation actually paid” to the Company’s NEOs as a group (excluding Ms. Sud) during this time increased, which was the result of turnover within our NEO group. | |
Compensation Actually Paid vs. Net Income [Text Block] | “Compensation Actually Paid” and Net Income The Company does not use net income (net loss) as a performance measure in its overall executive compensation program and therefore would not expect a meaningful relationship to exist between the measures. | |
Compensation Actually Paid vs. Company Selected Measure [Text Block] | “Compensation Actually Paid” and Adjusted EBITDA The amount of “compensation actually paid” to Ms. Sud and the average amount of “compensation actually paid” to the Company’s NEOs as a group (excluding Ms. Sud), decreased and increased by a relatively large margin, respectively, whereas the Company’s Adjusted EBITDA decreased, but was relatively consistent, over the two years presented in the table. We use Adjusted EBITDA as a metric in our annual incentive program, but not as a multi-year financial metric for our performance-based equity awards, which means that the relationship between this metric and “compensation actually paid” will not necessarily be aligned as a result of the different time periods that are being evaluated. | |
Total Shareholder Return Vs Peer Group [Text Block] | Cumulative TSR of the Company and Cumulative TSR of the Peer Group Our cumulative TSR over the period beginning on May 25, 2021 (the date our common stock commenced regular-way trading on Nasdaq) through December 31, 2022 was $7.56, while the cumulative TSR of the peer group presented for this purpose, the Standard & Poor Information Technology Index, was $90.61 over the same time period. | |
Tabular List [Table Text Block] | Performance Measures The following is an unranked list of financial performance measures, including the Company Selected Measure, which in our assessment represent the most important financial performance measures used by the Company in considering compensation actually paid to our NEOs for 2022: • Adjusted EBITDA • Revenue • Bookings | |
Total Shareholder Return Amount | $ 7.56 | 39.57 |
Peer Group Total Shareholder Return Amount | 90.61 | 126.19 |
Net Income (Loss) | $ (79,591,879) | $ (52,767,116) |
Company Selected Measure Amount | (8,233,640) | (9,353,226) |
PEO Name | Ms. Sud | |
Share Price | $ 45.39 | |
Measure [Axis]: 1 | ||
Pay vs Performance Disclosure [Table] | ||
Measure Name | Adjusted EBITDA | |
Non-GAAP Measure Description [Text Block] | 7. Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”) is defined as operating loss excluding: (1) stock-based compensation expense; (2) depreciation; (3) acquisition-related items consisting of (i) amortization of intangible assets, (ii) impairments of goodwill and intangible assets, if applicable, and (iii) gains and losses recognized on changes in the fair value of contingent consideration arrangements; and (4) restructuring costs associated with exit or disposal activities such as a reduction in force. Adjusted EBITDA is calculated as described in Annex B. | |
Measure [Axis]: 2 | ||
Pay vs Performance Disclosure [Table] | ||
Measure Name | Revenue | |
Measure [Axis]: 3 | ||
Pay vs Performance Disclosure [Table] | ||
Measure Name | Bookings | |
PEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||
Pay vs Performance Disclosure [Table] | ||
Adjustment to Compensation Amount | $ (7,184,861) | $ (17,634,127) |
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||
Pay vs Performance Disclosure [Table] | ||
Adjustment to Compensation Amount | 417,816 | 7,729,894 |
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||
Pay vs Performance Disclosure [Table] | ||
Adjustment to Compensation Amount | (6,253,639) | |
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||
Pay vs Performance Disclosure [Table] | ||
Adjustment to Compensation Amount | (1,424,713) | |
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] | ||
Pay vs Performance Disclosure [Table] | ||
Adjustment to Compensation Amount | (5,278,561) | (7,465,230) |
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] | ||
Pay vs Performance Disclosure [Table] | ||
Adjustment to Compensation Amount | 1,062,942 | 3,091,958 |
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | ||
Pay vs Performance Disclosure [Table] | ||
Adjustment to Compensation Amount | (1,793,180) | (20,451,084) |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | ||
Pay vs Performance Disclosure [Table] | ||
Adjustment to Compensation Amount | (1,451,448) | $ (957,877) |
Non-PEO NEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member] | ||
Pay vs Performance Disclosure [Table] | ||
Adjustment to Compensation Amount | $ (1,613,213) |