Pay vs Performance Disclosure - USD ($) | 12 Months Ended |
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Pay vs Performance Disclosure | | | |
Pay vs Performance Disclosure, Table | Year Summary compensation table total for PEO (1) ($) Compensation actually paid to PEO (1) (3) (G) ($) Average summary compensation table total for non-PEO NEOs (2) ($) Average compensation actually paid to non-PEO NEOs (2) (3) (4) ($) Value of initial fixed $100 investment based on: Net Income (in thousands) (6) ($) Company Selected Measure: Adjusted CEBITDA(in thousands) (7) ($) Total share-holder return (5) ($) Peer group total share-holder return (5) ($) 2023 41,443,075 80,918,043 7,169,970 12,997,060 98 122 (125,283) 566,600 2022 32,341,017 (13,267,313) 8,649,998 (4,673,576) 56 77 (53,675) 406,200 2021 19,474,195 50,786,412 5,843,120 17,515,309 128 109 (99,929) 394,900 | | |
Company Selected Measure Name | Adjusted CEBITDA | | |
Named Executive Officers, Footnote | Our PEO for fiscal years 2023, 2022, and 2021 was Amit Walia. Our non-PEO NEOs for fiscal years 2023, 2022, and 2021 consisted of the following individuals: Fiscal Year Non-PEO NEOs 2023 Michael McLaughlin, Eric Brown, Jitesh Ghai, John Schweitzer and Ansa Sekharan 2022 Eric Brown, Jitesh Ghai, John Schweitzer and Ansa Sekharan 2021 Eric Brown, Jitesh Ghai, John Schweitzer and Ansa Sekharan | | |
Peer Group Issuers, Footnote | Company and peer group TSR reflects the Company’s "2023 peer group" in our Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K which was the S&P 500 Information Technology Index. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on October 27, 2021, the first day of trading in connection with the Company’s initial public offering. | | |
PEO Total Compensation Amount | $ 41,443,075 | $ 32,341,017 | $ 19,474,195 |
PEO Actually Paid Compensation Amount | $ 80,918,043 | (13,267,313) | 50,786,412 |
Adjustment To PEO Compensation, Footnote | The compensation "actually paid" ("CAP") was calculated beginning with the PEO's and non-PEO NEOs' annual total compensation reported in the Summary Compensation Table ("SCT"). The CAP to PEO and the average CAP to non-PEO NEOs reflect the following adjustments from annual total compensation in the SCT: ADJUSTMENTS SCT Total Less, value of Stock Awards reported in SCT Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year End (*) Plus, Change in Fair Value of Prior Year awards that are Unvested and Outstanding at Fiscal Year End (*) Plus, Fair Value of Awards Granted in Fiscal Year and that Vested in Fiscal Year (*) Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested in the Fiscal Year (*) Less, awards granted in prior years that are determined to fail to meet the applicable vesting conditions Total Compensation Actually Paid PEO(1) 2023 41,443,075 (39,990,763) 51,930,552 25,705,916 — 1,829,263 — 80,918,043 2022 32,341,017 (30,888,704) 23,156,603 (28,615,197) 344,712 (9,605,744) — (13,267,313) 2021 19,474,195 (17,827,252) 25,760,750 21,274,594 — 2,104,125 — 50,786,412 Average Non-PEO NEO 2023 7,169,970 (6,164,537) 8,732,622 3,580,037 353,872 1,027,378 (1,702,282) 12,997,060 2022 8,649,998 (7,683,856) 6,128,146 (8,629,088) 130,789 (3,269,565) — (4,673,576) 2021 5,843,120 (4,626,179) 8,033,680 7,207,387 357,247 700,054 — 17,515,309 * Fair value or change in fair value, as applicable, of equity awards in the table in this footnote 3 was determined by reference to (a) for RSU awards, closing price of our Class A common stock on applicable year-end date(s) or, in the case of vesting dates, the closing price of our Class A common stock as of the applicable vesting date, (b) for PSUs subject to performance and service conditions, the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (c) for PSUs subject to market and service conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), (d) for stock options subject to performance, market and service conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (e) for stock options, subject to a service-only condition or service and performance conditions, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price of a share of our Class A common stock on the applicable revaluation date as the current market price and with an expected life based on the Company historical exercise of options (subject to option expiration date) and based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. | | |
Non-PEO NEO Average Total Compensation Amount | $ 7,169,970 | 8,649,998 | 5,843,120 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 12,997,060 | (4,673,576) | 17,515,309 |
Adjustment to Non-PEO NEO Compensation Footnote | The compensation "actually paid" ("CAP") was calculated beginning with the PEO's and non-PEO NEOs' annual total compensation reported in the Summary Compensation Table ("SCT"). The CAP to PEO and the average CAP to non-PEO NEOs reflect the following adjustments from annual total compensation in the SCT: ADJUSTMENTS SCT Total Less, value of Stock Awards reported in SCT Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year End (*) Plus, Change in Fair Value of Prior Year awards that are Unvested and Outstanding at Fiscal Year End (*) Plus, Fair Value of Awards Granted in Fiscal Year and that Vested in Fiscal Year (*) Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested in the Fiscal Year (*) Less, awards granted in prior years that are determined to fail to meet the applicable vesting conditions Total Compensation Actually Paid PEO(1) 2023 41,443,075 (39,990,763) 51,930,552 25,705,916 — 1,829,263 — 80,918,043 2022 32,341,017 (30,888,704) 23,156,603 (28,615,197) 344,712 (9,605,744) — (13,267,313) 2021 19,474,195 (17,827,252) 25,760,750 21,274,594 — 2,104,125 — 50,786,412 Average Non-PEO NEO 2023 7,169,970 (6,164,537) 8,732,622 3,580,037 353,872 1,027,378 (1,702,282) 12,997,060 2022 8,649,998 (7,683,856) 6,128,146 (8,629,088) 130,789 (3,269,565) — (4,673,576) 2021 5,843,120 (4,626,179) 8,033,680 7,207,387 357,247 700,054 — 17,515,309 * Fair value or change in fair value, as applicable, of equity awards in the table in this footnote 3 was determined by reference to (a) for RSU awards, closing price of our Class A common stock on applicable year-end date(s) or, in the case of vesting dates, the closing price of our Class A common stock as of the applicable vesting date, (b) for PSUs subject to performance and service conditions, the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (c) for PSUs subject to market and service conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), (d) for stock options subject to performance, market and service conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (e) for stock options, subject to a service-only condition or service and performance conditions, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price of a share of our Class A common stock on the applicable revaluation date as the current market price and with an expected life based on the Company historical exercise of options (subject to option expiration date) and based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. | | |
Equity Valuation Assumption Difference, Footnote | Fair value or change in fair value, as applicable, of equity awards in the table in this footnote 3 was determined by reference to (a) for RSU awards, closing price of our Class A common stock on applicable year-end date(s) or, in the case of vesting dates, the closing price of our Class A common stock as of the applicable vesting date, (b) for PSUs subject to performance and service conditions, the same valuation methodology as RSU awards above except year-end values are multiplied by the probability of achievement as of each such date, (c) for PSUs subject to market and service conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), (d) for stock options subject to performance, market and service conditions, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and (e) for stock options, subject to a service-only condition or service and performance conditions, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price of a share of our Class A common stock on the applicable revaluation date as the current market price and with an expected life based on the Company historical exercise of options (subject to option expiration date) and based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. | | |
Compensation Actually Paid vs. Net Income | The graph below reflects that the Company’s net income has decreased from fiscal year 2022 to fiscal year 2023 while the PEO's compensation actually paid and average compensation actually paid to our other NEOs have increased significantly. This is due in large part to the significant emphasis the Company places on equity incentives, which are sensitive to changes in stock price rather than directly correlating with net income. The Company currently does not use net income as a performance metric in its executive compensation program. Instead, a substantial portion of the incentive-based component of our executive compensation program is based on the financial performance measure relating to our Adjusted CEBITDA and operational performance measures relating to our revenue, as discussed in further detail in the Compensation Discussion and Analysis above. The difference between our Net Income and Adjusted CEBITDA in fiscal year 2023 included the expenses associated with two restructuring programs intended to improve the long-term financial performance of the Company. Footnote 7 to the Pay Versus Performance table above describes other adjustments to Net Income that were used to determine Adjusted CEBITDA. | | |
Compensation Actually Paid vs. Company Selected Measure | The graph below describes the relationship between the Company’s total shareholder return relative to peer group TSR and compensation actually paid to our PEO, as well as to our non-PEO NEOs on an averaged basis. The increase in both CAP and TSR in fiscal year 2023 as compared to fiscal year 2022 was substantially attributable to a significant stock price increase and the associated increase in the year-end value of outstanding equity awards. There was a 74% increase in our closing stock price from December 30, 2022, the last day of our fiscal year 2022 (which was $16.29) to December 29, 2023, the last day of our fiscal year 2023 (which was $28.39). This contributed substantially to the increase in the change in the value of equity awards relative to the grant date fair value of the awards on the dates that the awards were approved by the Compensation Committee. Total shareholder return in the above graph, for both the Company and the peer group TSR as noted in the above Pay Versus Performance Table, reflects the cumulative return of $100 as if invested on the market close on October 27, 2021, the first day of trading in connection with the Company's initial public offering, including reinvestment of any dividends. 2) CAP versus Company-Selected Measure The graph below describes how the Company’s Adjusted CEBITDA, as defined above, increased year over year while the PEO's compensation actually paid and average compensation actually paid of our other NEOs increased significantly. This is due in large part to the significant emphasis the Company places on equity incentives, which are more sensitive to changes in stock price rather than directly correlating with the Company's Adjusted CEBITDA. | | |
Tabular List, Table | Most Important Financial Performance Measures We Used in Compensating our NEOs for Fiscal Year 2023 Adjusted CEBITDA Stock Price | | |
Total Shareholder Return Amount | $ 98 | 56 | 128 |
Peer Group Total Shareholder Return Amount | 122 | 77 | 109 |
Net Income (Loss) | $ (125,283,000) | $ (53,675,000) | $ (99,929,000) |
Company Selected Measure Amount | 566,600,000 | 406,200,000 | 394,900,000 |
PEO Name | Amit Walia | | |
Additional 402(v) Disclosure | Represents consolidated GAAP net income for the year ended 2023, 2022, and 2021. | | |
Measure:: 1 | | | |
Pay vs Performance Disclosure | | | |
Name | Adjusted CEBITDA | | |
Non-GAAP Measure Description | The Company-Selected Measure for fiscal year 2023 is Adjusted CEBITDA. Adjusted CEBITDA for the purposes of determining the compensation of our NEOs means the Company's GAAP net income (loss) as adjusted for income tax benefit (expense), interest income, interest expense, loss on debt refinancing, other income (expense), stock-based compensation, amortization of intangibles, equity compensation related payments, one time fees related to acquisitions, costs related to discrete payments for legal settlements, restructuring costs and executive severance, one-time impairment on restructured facilities, sponsor-related costs, depreciation, change in Short Term Deferred Revenue, change in Contract Asset, and adjusted for actual cash commission costs. Short Term Deferred Revenue means a contract liability with a term less than twelve months for which the customer has been billed but the revenue has not been fully recognized. Contract Asset represents the portion of accelerated revenue recognition which is greater than the amount billed to a customer. | | |
Measure:: 2 | | | |
Pay vs Performance Disclosure | | | |
Name | Stock Price | | |
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | $ (39,990,763) | $ (30,888,704) | $ (17,827,252) |
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | 51,930,552 | 23,156,603 | 25,760,750 |
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | 25,705,916 | (28,615,197) | 21,274,594 |
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | 0 | 344,712 | 0 |
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | 1,829,263 | (9,605,744) | 2,104,125 |
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | 0 | 0 | 0 |
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | (6,164,537) | (7,683,856) | (4,626,179) |
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | 8,732,622 | 6,128,146 | 8,033,680 |
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | 3,580,037 | (8,629,088) | 7,207,387 |
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | 353,872 | 130,789 | 357,247 |
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | 1,027,378 | (3,269,565) | 700,054 |
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year | | | |
Pay vs Performance Disclosure | | | |
Adjustment to Compensation, Amount | $ (1,702,282) | $ 0 | $ 0 |