DEF 14A of Shutterstock, Inc.
Filed Apr 26, 2024 · FY20230001140361-24-022471
Directors and Executive Officers
Directors and Executive Officers The names of our directors and executive officers and their ages, positions and biographies as of April 26, 2024 are set forth below. Our business and affairs are managed under the oversight of our Board of Directors, and our executive officers are appointed by and serve at the discretion of our Board of Directors. There are no family relationships among our directors or executive officers.
Directors and Executive Officers
| Name | Age | Position | | Jonathan Oringer | 49 | Founder and Executive Chairman of the Board | | Rachna Bhasin | 51 | Director | | Deirdre Bigley | 59 | Director | | John Caine | 49 | Chief Product and Digital Officer | | Thomas R. Evans | 69 | Director (Nominee for election at the 2024 Annual Meeting) | | Paul J. Hennessy | 59 | Director and Chief Executive Officer (Nominee for election at the 2024 Annual Meeting) | | Alfonse Upshaw | 54 | Director | | Jarrod Yahes | 49 | Chief Financial Officer |
Directors and Executive Officers
Jonathan Oringer has served as our Executive Chairman of the Board since April 2020. Prior to assuming the role of Executive Chairman, Mr. Oringer served as Chief Executive Officer since the founding the Company in 2003. Prior to founding Shutterstock, Mr. Oringer served as a director of several private companies. Mr. Oringer has served on the Columbia Engineering Board of Visitors since 2019. Mr. Oringer holds a B.S. in computer science and mathematics from State University of New York at Stony Brook and an M.S. in computer science from Columbia University. Rachna Bhasin has served as a member of our Board since August 2019. Ms. Bhasin is the Founder/CEO of EQ Partners, a strategic advisory, consulting and investment company serving early-stage companies in the areas of technology and media. Ms. Bhasin was Chief Business Officer of Magic Leap, Inc., a spatial computing company, from October 2015 through January 2019 and prior to that, served as SVP, Corporate Strategy and Business Development at SiriusXM Radio, Inc. from November 2010 through October 2015. Ms. Bhasin also held positions at Dell, Inc., where she led the company’s consumer strategic partnership and personalization, and at EMI Music North America as Vice President of Business Development. Since March 2016, Ms. Bhasin has served as an Independent Director for Ryman Hospitality Properties (NYSE: RHP), a hotel, resort, entertainment and media company, where she serves on both the Human Resources and the Nominating and Corporate Governance Committees. Since August 2021, she has served as an Independent Director for PropertyGuru (NYSE: PGRU), a South East Asian Property Platform, where she serves on the Audit Committee. She is also a member of the Board of Directors of Audiomack, a private company providing a music streaming and audio distribution platform and for Newlab, who helps to commercialize and scale the critical technologies needed to decarbonize the economy. She is also a Senior Advisor to Alignment Growth, a fund that invests globally in growth-stage companies across media, entertainment and gaming. Ms. Bhasin holds a Bachelor of Commerce and Administration with Honors from the Victoria University of Wellington in New Zealand and an M.B.A. from Harvard Business School. Deirdre Bigley has served as a member of our Board since May 2016. Ms. Bigley was with Bloomberg, L.P., a global business and financial information and news leader, joining in 2009 and serving as the Chief Marketing Officer from 2013 to 2021. Prior to joining Bloomberg, L.P., Ms. Bigley spent thirteen years at International Business Machines Corporation (IBM), serving in several capacities, including Vice President of Worldwide Advertising and Interactive, and Vice President of Worldwide Brand. Ms. Bigley serves on the Boards of: Wix.com, a cloud-based development platform, since November 2017; Sportradar, a sports betting and sports entertainment company, since April, 2021; and Taboola, an advertising company that powers recommendations for the open web, since April 2021. Ms. Bigley holds a B.A. in English from West Chester University. John Caine joined Shutterstock in January 2023 as our Global Head of eCommerce, and has served as our Chief Product and Digital Officer since September 2023. Prior to joining Shutterstock, Mr. Caine served as the Chief Product Officer and General Manager, Consumer Credit at NerdWallet, Inc., a personal finance company, from December 2021 to January 2023; as Chief Product Officer and Chief Conversion Officer at Vroom, Inc., an online pre-owned car retailer from November 2016 to December 2021; and in various roles at Priceline.com, a provider of online travel and travel related reservation and search services, including as Chief Product Officer from April 2012 to April 2016. Mr. Caine holds a B.A. in English from the University of Connecticut. Thomas R. Evans has served as a member of our Board since March 2012. From January 2014 through December 2015, Mr. Evans served as Advisor to the Board of Bankrate, Inc., a leading aggregator of financial rate information, and from March 2004 until December 2013, when he retired, Mr. Evans served as its President and Chief Executive Officer and a director. Mr. Evans served as a director of Millennial Media, Inc., a public mobile marketplace company, from 2014 to November 2015 and as a director of Future Fuel Corp., a public chemical manufacturing company, from 2005 until September 2015. Mr. Evans served as a director of Angie’s List, Inc., an online platform that connects home service professionals to customers, from February 2016 to September 2017, including serving as its Chairman of the Board from October 2016 through September 2017, until it was merged with the HomeAdvisor business of IAC/InterActiveCorp. Mr. Evans currently serves as a director of ANGI Homeservices Inc. and serves as a member of its Audit Committee and Chairman of its Compensation Committee. From February 2021 to 2023, Mr. Evans also served as a director of G Squared Ascend I Inc., a special purpose acquisition company, and served as a member of its Audit, Compensation and Nominating and Corporate Governance Committees. Mr. Evans holds a B.S. in business administration from Arizona State University. Paul J. Hennessy has served as our Chief Executive Officer since July 2022 and as a member of our Board since April 2015. From June 2016 until May 2022, Mr. Hennessy served as Chief Executive Officer and member of the Board of Directors of Vroom, Inc., an online pre-owned car retailer. Prior to joining Vroom, from April 2015 through June 2016, Mr. Hennessy served as Chief Executive Officer of priceline.com, a provider of online travel and travel related reservation and search services. From November 2011 to March 2015, Mr. Hennessy served as Chief Marketing Officer of Booking.com, an online booking accommodations provider. From July 2006 to October 2011, Mr. Hennessy was Chief Distribution Officer of priceline.com. Mr. Hennessy holds a B.S. in marketing management from Dominican College and an M.B.A. from Long Island University. Alfonse Upshaw has served as a member of our Board since December 2020. Mr. Upshaw is Senior Vice President and Chief Financial Officer, Northern California Market for Kaiser Foundation Health Plans and Hospitals (Kaiser Permanente). Mr. Upshaw also served as Senior Vice President, Corporate Controller & Chief Accounting Officer for Kaiser Permanente until January 2022. Previously, Mr. Upshaw was an audit partner with Deloitte where he served Fortune 500 public as well as high growth private clients in a variety of industries. Mr. Upshaw has served on not-for-profit boards and several advisory committees including the Black Directors Health Equity Agenda, Inc., Kennedy-King Memorial Scholarship Foundation, the UC Berkeley Center for Financial Reporting and Management, and the American Heart Association Research Roundtable. Mr. Upshaw holds a B.S. in Business Administration from the University of California, Berkeley. He is a member of the American Institute of Certified Public Accountants and a lifetime member of the National Association of Black Accountants, Inc. Jarrod Yahes has served as our Chief Financial Officer since December 2019. Prior to joining Shutterstock, Mr. Yahes served as Chief Financial Officer at Zeta Global, a marketing technology company, from October 2016 to November 2019, Chief Financial Officer at Jackson Hewitt Tax Services, Inc., a provider of tax preparation services, from April 2015 to October 2016, and served in multiple capacities at ExlService Holdings, a business process solutions company, from February 2005 to April 2015, advancing to Senior Vice President, Controller. Mr. Yahes earned a B.S. in applied economics from Cornell University and an MBA from the University of California at Berkeley.
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS The Board is divided into three classes. Directors are elected by class, for three-year terms. The Nominating and Corporate Governance Committee recommended, and the Board has nominated, the two Class III directors, Thomas R. Evans and Paul J. Hennessy, as nominees for election as members of our Board at the 2024 Annual Meeting. Mr. Evans and Mr. Hennessy have each agreed to serve as a director of the Company if elected. The term of office of a director elected at the 2024 Annual Meeting will continue until the Annual Meeting of Stockholders held in 2027 or until such director’s successor has been duly elected and qualified, or until such director’s earlier resignation or removal. Unless otherwise instructed, the persons appointed in the accompanying form of proxy will vote the proxies received by them for these nominees, who are all presently directors of the Company. In the event that any nominee becomes unavailable or unwilling to serve as a member of our Board, the proxy holders will vote in their discretion for a substitute nominee, or if a substitute nominee cannot be identified, the Board may reduce the size of the Board. The table below summarizes the key qualifications, skills or attributes of each director nominee standing for election at the 2024 Annual Meeting, which we believe qualify the director to serve on our Board. For additional information regarding our Board members, including our director nominees standing for election at the 2024 Annual Meeting, please refer to the biographies set forth under “Directors and Executive Officers.”
PROPOSAL ONE: ELECTION OF DIRECTORS
| Director | Qualifications | | Thomas R. Evans (term expiring at 2024 Annual Meeting) | Breadth of business experience, particularly as a senior executive in internet and media industries, and service on the board of directors of public companies; valuable insight into operational strategy and execution. | | Paul J. Hennessy (term expiring at 2024 Annual Meeting) | Extensive global marketing and management experience as well as domestic and international start-up experience, particularly as a senior executive with online marketing experience in the internet and travel industries. |
PROPOSAL ONE: ELECTION OF DIRECTORS
A plurality of the votes cast in the election of directors is required to elect a nominee to our Board. The Board has adopted a director resignation policy, pursuant to which any nominee for director who, in an uncontested election, has more votes “WITHHELD” than “FOR” his or her election is expected to promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee and subsequently by the Board. Our director resignation policy is incorporated into our Corporate Governance Guidelines, a copy of which can be found through the “Corporate Governance” link on our Investor Relations page at investor.shutterstock.com. OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE. The key qualifications, skills or attributes of the members of the Board whose terms or directorships do not expire at the 2024 Annual Meeting are set forth below.
PROPOSAL ONE: ELECTION OF DIRECTORS
| Director | Qualifications | | Jonathan Oringer (term expiring at 2025 Annual Meeting) | Extensive experience in the commercial digital imagery industry, experience with entrepreneurial and technology companies and extensive knowledge of the Company as its founder. | | Rachna Bhasin (term expiring at 2025 Annual Meeting) | Extensive senior leadership experience in the technology and media industries, specifically driving corporate and business development initiatives and significant technical expertise and experience in innovation. Valuable insight into evaluation and execution of strategic, business and operational initiatives. | | Deirdre Bigley (term expiring at 2026 Annual Meeting) | Extensive experience working at multinational corporations with teams across a range of products and significant business and operational experience, particularly as a senior marketing executive at media and technology companies. | | Alfonse Upshaw (term expiring at 2026 Annual Meeting) | Extensive accounting, finance and corporate governance experience, including holding roles as chief accounting officer and regional chief financial officer of the largest not-for-profit integrated healthcare company in the United States, as well as qualification to serve as a financial expert. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The Compensation Committee reviews director compensation periodically and recommends changes to the Board, when it deems appropriate, taking into account various factors, including the responsibilities of directors generally and the responsibilities of committee chairs, and the Company’s performance. The Board reviews the recommendations of the Compensation Committee and determines the form and amount of director compensation. Directors who also serve as employees of the Company do not receive payment for services as a director. The overall goal of our director compensation program is to provide compensation for our non-employee directors in a manner that enables us to attract and retain outstanding director candidates and reflects the substantial time commitment necessary to oversee the Company’s affairs. Our director compensation program is also intended to align the interests of our directors and our stockholders, and we have chosen to do so by compensating our non-employee directors with a mix of cash and equity-based compensation. We also reimburse our non-employee directors for reasonable travel expenses and other out-of-pocket costs incurred in connection with attending Board and committee meetings. Our 2022 Plan limits the maximum aggregate value of awards granted under the 2022 Plan (based on their grant date fair value for financial reporting purposes) and cash payable to any individual non-employee director in any fiscal year to $750,000, subject to extraordinary circumstances for any non-employee director as the Board may determine in its discretion and in accordance with the terms of the 2022 Plan. The Board believes this is a meaningful limit on total director compensation. Cash Compensation: Our non-employee director compensation program provides for an annual fee of $50,000 and fees for the chairperson and members of our Audit, Compensation, and Nominating and Corporate Governance Committees as follows:
DIRECTOR COMPENSATION
| Role | 2023 Annual Retainer- Chairperson ($) | 2023 Annual Retainer- Other Members ($) | | Audit Committee | 20,000 | 10,000 | | Compensation Committee | 10,000 | 5,000 | | Nominating and Corporate Governance Committee | 2,500 | 2,500 |
DIRECTOR COMPENSATION
In addition to the annual cash retainer, the independent director who serves as the Presiding Director receives an additional annual cash retainer in the amount of $20,000. All fees are payable quarterly in arrears (and prorated in the event of service less than an entire quarter). For fiscal 2024, the Board approved an increase in certain fees as follows: Compensation Committee Chair - $15,000, Nominating and Corporate Governance Committee Chair - $10,000 and Nominating and Corporate Governance Committee member - $5,000. 2023 Non-Employee Director Equity Compensation: Our non-employee director compensation program also provides for a restricted stock unit (“RSU”) award with a cash value equal to $150,000 annually upon election and annually thereafter, with the grant date of such annual award to be the date of our annual meeting of stockholders; for 2024, the RSU award value was increased to $175,000. These RSUs vest on the earlier of (i) the one-year anniversary of the date of grant and (ii) the date immediately preceding the date of our next annual meeting of stockholders, subject in each case to the non-employee director’s continued service to the Company through the vesting date. If a non-employee director is appointed to the Board at any point other than at the annual meeting of stockholders, the initial director grant is prorated. The number of RSUs subject to the grant is determined by dividing the cash value of the award by the average of our closing price for a share of our Common Stock during the 30 trading-day period ending on the date immediately prior to the grant date, rounded down to the nearest whole number of shares. These RSU grants are issued pursuant to and are subject to the terms and conditions of our 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) and the terms of the RSU agreements entered into between each non-employee director and the Company. Furthermore, pursuant to the terms of our director compensation policy, the RSUs fully vest upon a change in control of the Company. The Company also provides our non-employee directors the option to elect to defer the settlement of the vested shares subject to their RSU grants to be issued on the earliest of a fixed date in the future or the date of the non-employee director’s separation from service, and the date of a change in control of the Company.
Director Compensation Table
Director Compensation Table The following table provides information on the amount of compensation received by our non-employee directors for the year ended December 31, 2023. Information regarding the compensation of Mr. Oringer and Mr. Hennessy is set forth in the Summary Compensation Table included elsewhere in this proxy statement.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Deirdre Bigley(3) | 62,500 | 138,383 | 200,883 | | Thomas R. Evans(4) | 77,500 | 138,383 | 215,883 | | Rachna Bhasin(5) | 67,500 | 138,383 | 205,883 | | Alfonse Upshaw(6) | 70,000 | 138,383 | 208,383 |
Director Compensation Table
| (1) Represents all fees earned or paid in cash for services as a director for the fiscal year ended December 31, 2023, including annual retainer fees, committee chair and membership fees, as applicable. |
Director Compensation Table
| (2) Amounts represent the aggregate grant date fair value of stock awards computed in accordance with Financial Accounting Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation.” Stock awards reflect a grant of RSUs with a value of approximately $150,000 on the date of the 2023 Annual Meeting of Stockholders, with the number of shares determined in accordance with our director compensation policy by dividing $150,000 by the average of our closing price for a share of our Common Stock during the 30 trading-day period ending on the date immediately prior to the grant date, rounded down to the nearest whole number of shares. Grant date fair value was calculated using the closing price on the grant date of $49.76 per share, which was the closing price of our Common Stock on June 8, 2023. |
Director Compensation Table
| (3) As of December 31, 2023, Ms. Bigley had 2,781 unvested RSUs. |
Director Compensation Table
| (4) As of December 31, 2023, Mr. Evans had 2,781 unvested RSUs and 23,321 vested RSUs, the settlement of which has been deferred. |
Director Compensation Table
| (5) As of December 31, 2023, Ms. Bhasin had 2,781 unvested RSUs and 3,539 vested RSUs, the settlement of which has been deferred. |
Director Compensation Table
| (6) As of December 31, 2023, Mr. Upshaw had 2,781 unvested RSUs and 5,328 vested RSUs, the settlement of which has been deferred. |
Shareholder Engagement
| Areas of Concern | Shutterstock Response | | Severance | Avoid excessive severance payments that include both accelerated equity and cash severance in case of voluntary resignations | | Equity grants for new hires | Align pay with performance, with more moderate grant values following sign-on awards that are designed to build immediate alignment with stockholder value. With new CEO, Compensation Committee did not provide for any new award in 2023, following his 2022 sign-on equity package. |
Executive Compensation Philosophy & Objectives
| • | ensure actual payouts are aligned with financial performance and strategic business goals that enhance stockholder value; |
Executive Compensation Philosophy & Objectives
| • | align the executive compensation program with both short-term and long-term stockholder interests. |
Use of Comparative Market Data
Use of Comparative Market Data We aim to compensate our executive officers at levels that are commensurate with competitive levels of compensation for executives in similar positions at peer companies, with whom we compete to hire and retain executive talent, although we do not attempt to link any single element of compensation to specific peer company percentiles or ratios. Market data is just one of a variety of factors considered in determining base salary, bonus targets, long-term equity awards and total compensation levels. The Compensation Committee and management believe that over-reliance on benchmarking can result in compensation that is unrelated to the value delivered by the executive officers because compensation benchmarking does not take the specific performance of the executive officers, or the performance of the Company, into account. The Compensation Committee periodically reviews the composition of our peer group used in making compensation decisions to determine whether any changes are appropriate. In January 2023, the Compensation Committee, in consultation with Pearl Meyer, reviewed and approved the composition of our peer group consisting of technology and software services companies that are similar to us in industry code, revenue, market capitalization and sales growth. Our peer group, which was used in making compensation decisions for fiscal year 2023, includes the following companies:
Use of Comparative Market Data
| Box, Inc. | Magnite, Inc. | QuinStreet, Inc. | TrueCar, Inc. | | Dropbox, Inc. | New Relic, Inc. | Quotient Technology, Inc. | Yelp Inc. | | Envestnet, Inc. | Paycom Software, Inc. | Stitch Fix, Inc. | | | Etsy, Inc. | Pinterest, Inc. | | |
Executive Chairman Compensation
Executive Chairman Compensation Mr. Oringer, our founder, has served as our Executive Chairman since April 2020 and previously served as our interim CEO for several months during fiscal 2022 and as our CEO for 17 years from the time he founded the Company in 2003 until 2020. In developing compensation recommendations for Mr. Oringer, our Compensation Committee, in its business judgment, has sought to appropriately reward Mr. Oringer’s critical contributions to the Company’s ongoing success and the success of our brand and to create incentives for Mr. Oringer to continue to contribute significantly to successful results in the future. Cash Compensation Since April 2014, Mr. Oringer’s annual base salary has been $1.00 (one dollar) and Mr. Oringer has remained ineligible to receive an annual cash bonus. In providing for a $1.00 (one dollar) salary, the Compensation Committee determined to instead tie Mr. Oringer’s compensation almost entirely to the Company’s long-term business objectives and long-term stock price performance, as further described below. Equity Compensation The Compensation Committee recognizes that one of the Company’s key compensation philosophies is that long-term stock-based incentive compensation strengthens the alignment of the interests of our executive officers with our stockholders, including for our Executive Chairman. In fiscal 2014, in connection with his prior service as CEO, the Compensation Committee approved an equity grant to Mr. Oringer consisting of: (i) a grant of 500,000 stock options, with an exercise price of $80.94 per share (the “Option Grant”); and (ii) a grant of 100,000 shares of restricted stock units (the “RSU Grant”). Both the RSU Grant vests and the Option Grant becomes exercisable if the average 90-day closing price of the Company’s common stock equals or exceeds $161.88 for any 90 consecutive calendar days during the period commencing on the fifth anniversary of the date of grant and ending on the tenth anniversary of the date of grant, subject to Mr. Oringer’s continuous employment through the vesting date. The stock price target of $161.88 is equal to two times the average closing price for the Company’s common stock over the 90 calendar days preceding the grant date, which therefore represents a rigorous performance target that is aligned with stockholder value. If the Company is unable to meet the stock price target, the grants will be forfeited by Mr. Oringer. As of the date of this proxy statement, none of these grants will be achieved. Given that substantially all of Mr. Oringer’s compensation is derived from the equity grants made to him, and a large portion of those grants constitute at-risk compensation that may not be realized, in April 2021, and each of April 2022 and 2023, the Compensation Committee approved an award of performance stock units (“PSUs”) with a grant-date value of $5,000,000, $5,500,000 and $5,500,000, respectively, for him, which in each case vests over a 3-year period based on achievement of revenue growth and adjusted EBITDA margin targets in accordance with the Company-set goals for management. The number of PSUs subject to each grant was determined by dividing (x) the cash value of the award by (y) the average of the Company’s closing price for a share of Common Stock on each trading day during the 30 trading days period ending on the date immediately prior to the applicable grant date, rounded down to the nearest whole number of shares. This number serves as the “target” number of shares that can actually be earned under the terms of the award.
Section 3 – Elements of 2023 Compensation
| Compensation Element | Characteristics | Objectives | | Base Salary | Annual fixed cash compensation | Provide a fixed level of cash compensation to attract, retain and reward talented and skilled executive talent that is competitive for executive talent specific to our industry. | | Annual Bonuses | Annual variable, performance-based cash compensation determined by achievement of pre-established annual corporate goals and individual performance | Motivate and reward the achievement of annual financial and other operating objectives and individual performance to drive stockholder value over time. | | Long-Term Incentive Compensation | Variable equity compensation in three forms: (a) stock options, (b) restricted stock units, both of which vest in annual installments over a period of years (three years for awards granted in 2023); and/or (c) performance stock units, which vest based on achievement of company financial goals | Align an executive’s interest with that of stockholders and motivate and reward profitable growth and increases in stock price over time. Aid in attraction and retention of executive talent. | | Other Compensation | Indirect compensation elements consisting of programs such as medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts and other plans and programs made available to eligible employees | Provide benefits that promote employee health and welfare, wellness and retirement income and learning and development opportunities, which assists in attracting and retaining our executive officers. |
Section 3 – Elements of 2023 Compensation
| • | the competitive market for similar executive talent; |
Section 3 – Elements of 2023 Compensation
| • | pre-existing employment agreements between the Company and an executive officer. |
Cash Incentives
Cash Incentives In general, annual cash bonuses for our NEOs, other than Mr. Oringer, and other key employees are determined by our Compensation Committee on an annual basis. The annual cash incentive is an “at risk” bonus compensation program designed to foster a performance-oriented culture, where individual performance is aligned with the Company’s financial and business objectives. The Compensation Committee set the target incentive compensation for fiscal 2023 for each of our NEOs, other than Mr. Oringer, as a percentage of the NEO’s base salary as set forth below:
Cash Incentives
| Executive Officer | % of Base Salary Fiscal 2023 | Target Incentive Compensation | | Paul Hennessy | 100% | $700,000 | | Jarrod Yahes | 80% | $440,000 | | John Caine | 60% | $300,000 |
Cash Incentives
Performance Goals Our annual cash incentive is designed to reward our executive officers based on achievement of pre-established Company performance goals and the individual contribution of each executive to that performance. Specifically, in 2023, the Company performance metrics were based on achievement of (i) revenue and (ii) adjusted EBITDA, with a relative weighting of 50% and 50% for each metric. In addition, the Compensation Committee has discretion to increase or decrease the bonuses that otherwise would be paid as annual cash incentive based on an individual executive officer’s actual performance versus the Company’s specified goals. The Compensation Committee chose the revenue and adjusted EBITDA measures with the belief that they motivate our executives to drive Company growth and profitability. To reflect performance above or below targets, achievement of the revenue and adjusted EBITDA goals are measured against sliding scales that provide for annual incentive bonus payouts greater than the target bonus if results are greater than target or less than the target bonus if results are lower than the target. For 2023, our specific financial targets are shown in the table below:
Cash Incentives
| Financial Targets for 2023 Annual Incentive Bonus Payouts | | | Revenue | $882.2 million | | Adjusted EBITDA | $238.7 million |
Cash Incentives
Payout percentages resulting from achievement of revenue relative to the established target range from no payout for achievement under 93% of the established target to 160% payout for achievement at 110% or more of the target level, with 100% payout occurring at achievement at 100% of target. Similarly, the payout percentages resulting from achievement of Adjusted EBITDA relative to the established target range from no payout for achievement under 80% of the established target to 130% for achievement at 110% or more of the target level, with 100% payout occurring at achievement of 100% of target. In February 2024, the Compensation Committee reviewed actual results for 2023 with respect to revenue and adjusted EBITDA, which may be adjusted for extraordinary and/or non-recurring circumstances as deemed necessary by the Compensation Committee for payout percentage purposes, and the Compensation Committee determined that the Company achieved the following financial results and payout percentages:
Cash Incentives
| | Revenue | Adjusted EBITDA(1) | | Target (millions) | $882.2 | $238.7 | | 2023 Results (millions)(2) | $855.9 | $259.6 | | Target Achieved | 97.0% | 108.7% | | Payout Percentage | 88.0% | 126.4% |
Cash Incentives
| (1) For a discussion regarding, and reconciliation of, our non-GAAP to GAAP financial measures, please see Annex A. |
Cash Incentives
| (2) The 2023 Results, for purposes of our annual cash incentive award calculation, were adjusted to remove the impact of acquisition activity and on a constant currency basis. Please see Annex A. |
Cash Incentives
Individual bonus payments are based on a formula determined by taking each person’s base annual compensation, multiplied by the individual’s target bonus percentage, multiplied by the Company achievement score expressed as a percentage. Bonus amounts paid can then be increased or decreased, regardless of that person’s target bonus or specific corporate performance metrics, based on individual performance or other considerations, in the discretion of the Compensation Committee. Based on the level of performance achievement described above, the payout percentage was 107.2%.
Cash Incentives
| Named Executive Officer | Target Payout ($) | Payout based on Company Achievement Score ($) | Discretionary % Increase/ (Decrease) in Payout | Actual Payout ($) | | Paul Hennessy | 700,000 | 750,400 | 0.00% | 750,400 | | Jarrod Yahes | 440,000 | 471,700 | 0.00% | 471,700 | | John Caine | 300,000 | 321,600 | 0.00% | 321,600 |
Long-term Incentive Compensation
Long-term Incentive Compensation Long-term incentives represent the primary component of compensation at the Company and are designed to reward participants the way stockholders are rewarded, through growth in the value of our Common Stock. Our NEOs receive either stock options, RSUs or PSUs, or a combination of any of the three. Regardless of the form of award, the overarching purpose of our long-term incentive grants is to align executives’ interests with those of our stockholders, reward employees for enhancing stockholder value and attract and retain our executive officers. In determining the size of equity-based awards for existing executive officers, the Compensation Committee, upon recommendations of management, as applicable, considers various subjective factors primarily relating to the responsibilities of the individual executive officer, past performance, and the executive officer’s expected future contributions and value to the Company. In making a recommendation to the Compensation Committee, management also considers the executive officer’s historic total compensation, including prior equity grants and exercise history, as well as the number and value of shares owned by the executive officer or which continue to be subject to vesting under outstanding equity grants previously made to such executive officer. In determining the size of equity-based awards for new hires, the Compensation Committee and, in certain instances the Chief Executive Officer, consider a variety of factors, including the compensation of similarly situated executive officers at the Company, the executive officer’s expected level of responsibility and expected contributions to the Company’s future success, and the compensation of similarly situated executive officers at selected peer companies. As the purpose of equity awards is to tie total compensation to long-term stockholder value, executive officers receive sizeable stock-based awards at the time of hire to align their interests to reward long-term performance. Long-term incentive awards are typically granted annually or upon hire, but the Compensation Committee may award equity at other times during the year to further reward or to encourage retention of our executive officers, including our NEOs. For both new hire and periodic equity grants, management develops grant recommendations for the Compensation Committee by subjectively evaluating the factors above, as applicable, to set a total compensation target for each executive officer and then designing equity awards to help meet those total compensation targets based on stock price appreciation assumptions, taking into account the executive officer’s cash compensation and the estimated value of pre-existing stock-based compensation vesting in subsequent years, if any. Total Compensation Target In this process, we view projected total compensation for a given year as cash compensation expected to be earned in that year plus an assumed value of stock-based compensation vesting in that year. Because we focus on total compensation over time and take into account existing compensation, equity awards for a smaller number of shares do not necessarily reflect lower total compensation and equity awards for a larger number of shares do not necessarily reflect higher total compensation. For fiscal 2023, the total compensation target for each of the NEOs, other than Mr. Oringer, was: Paul Hennessy - $11,400,000, Jarrod Yahes - $4,890,000 and John Caine - $6,800,000. Stock Options Except for the stock options granted to Mr. Oringer in 2014, which are more fully described above under “Executive Compensation Philosophy & Objectives – Executive Chairman Compensation,” stock options are granted under the Shutterstock, Inc. 2022 Omnibus Equity Incentive Plan (the “2022 Plan”) at an exercise price equal to the closing price of our Common Stock on the grant date. The number of options granted to an executive is determined based upon the Black-Scholes valuation on the grant date. We do not issue stock options with accelerated vesting features, except as specified in certain employment agreements. Although we are required to recognize a charge for the value of an option when granted that might be disproportionate to the value received by the recipient upon exercise, we believe the granting of options is performance-based compensation and aligns the interests of recipients with those of stockholders because the recipient only realizes value if our Common Stock appreciates above the grant date price. Restricted Stock Units Under the 2022 Plan, and for certain grants made in 2023 and in prior years under the Shutterstock, Inc. 2012 Omnibus Equity Incentive Plan (the “2012 Plan”), we grant RSUs, which are the right to receive shares of our Common Stock, that are subject to continued employment through the applicable vesting date. The number of RSUs granted to an executive is determined by dividing the fair market value of the RSU grant by the average of the Company’s closing price for a share of Common Stock on each trading day during the 30 trading days period ending on the date immediately prior to the grant date. RSUs are granted to executive officers, including our NEOs, to serve primarily as a retention mechanism and to reward individual performance. Stock option and RSU grants to our executive officers, including our NEOs, are currently structured to vest in equal installments over three years to balance the objective of retaining and incentivizing our executive officers, achieving key short-term deliverables with respect to our financial performance, and the long-term stability of the organization. During 2023 we granted Mr. Yahes 13,402 RSUs and Mr. Caine 13,061 RSUs, which vest in approximately equal increments on the first, second and third anniversaries of the grant date subject to continued employment through the applicable vesting date. Mr. Caine was also granted 68,799 RSUs as a sign-on bonus, and those shares vest annually in years 1 and 2 and quarterly in years 3 and 4. Performance Stock Units For fiscal 2023, the Compensation Committee determined it was in the best interest of the Company, as part of the overall long-term incentive compensation program, to grant our executive officers PSUs designed to focus our executive officers on achieving important long-term financial objectives over a three-year period. A portion of the PSUs are eligible to vest annually, contingent on continued service and the achievement of the specified performance goals in the specific years. The annual targets for each of the PSU grants are set by the Compensation Committee over a three-year period based on the Company’s strategic objectives and goals. The Compensation Committee seeks to make target goals ambitious, requiring meaningful growth over the performance period, while threshold goals are expected to be achievable. Information about the performance targets and payout results as a percentage of target as well as the resulting payout for the applicable fiscal year PSUs are described below. For each tranche of the PSU award, PSUs are earned based on the achievement of at least a threshold level of the performance goal with respect to the fiscal year prior to the fiscal year in which the vesting date occurs, under the following schedule:
Long-term Incentive Compensation
| Achievement Level | Percentage Vesting | | Outstanding | 150% | | Target | 100% | | Threshold | 75% |
Long-term Incentive Compensation
The PSU goals and payout opportunity are intended to reflect the same key metrics we use to manage our business and drive stockholder returns over time, including adjusted EBITDA margins and revenue growth. In February 2023, the Compensation Committee approved a grant of PSUs (the “2023 PSUs”) with vesting based on the achievement of revenue and adjusted EBITDA goals established in advance by the Compensation Committee for three annual tranches over the full performance period. In each case, the PSUs in each tranche are eligible to vest annually based upon achievement of the prior year performance goals. Similarly, in March of 2021 and 2022, the Compensation Committee had approved two grants of PSUs (the “2021 PSUs” and the “2022 PSUs,” respectively) and at the time of such grants, had established revenue and adjusted EBITDA margin targets for the three annual tranches of each award over the full performance period. The performance goals established at the time of each grant with respect to fiscal 2023 performance are as follows:
Long-term Incentive Compensation
| | 2023 Adjusted EBITDA Margin Targets | 2023 Revenue Growth Targets | | 2021 PSUs (Third Tranche) | 23% | 7% | | 2022 PSUs (Second Tranche) | 25.9% | 9% | | 2023 PSUs (First Tranche) | 27% | 6.5% | | Actual | 30% | 3% |
Long-term Incentive Compensation
In February 2024, the Compensation Committee certified the fiscal 2023 adjusted EBITDA margin of 30% and organic revenue growth of 3% (of which each were adjusted to remove the impact of 2022 and 2023 acquisition activity from results reported in the 2023 Form 10-K as shown in Annex A). The 2023 financials resulted in a payout at 75% of target under the third annual tranche of the 2021 PSUs, a payout at 75% of target under the second annual tranche of the 2022 PSUs and a payout at 117.4% of target under the first annual tranche of the 2023 PSUs. The PSUs described above were granted in 2023 to Mr. Oringer, Mr. Yahes and Mr. Caine. With respect to Mr. Hennessy, he was previously awarded 262,789 PSUs ($15 million value) in fiscal 2022 pursuant to the terms of his employment agreement. Mr. Hennessy was not awarded additional PSUs in fiscal 2023. The performance targets for Mr. Hennessy’s award in fiscal 2022 are set at the start of each annual period (2022, 2023 and 2024, respectively) and all three tranches vest in full at the end of the three-year period on July 1, 2025. The fiscal 2023 performance targets for Mr. Hennessy’s PSUs were the same as the targets set for the first tranche of our 2023 PSUs for our other NEOs shown above. Overview of 2023 Long-Term Incentive Grants to NEOs We believe that, at this stage in our growth, time-based equity awards as well as performance-based equity awards align the interests of our named executive officers with the long-term interests of our stockholders and provide incentives to our named executive officers to continue to build and grow the Company, to enhance stockholder value and to attract and retain our executives. We also aim to have NEO equity compensation weighted more towards performance-based equity awards rather than time-based equity awards. The table below summarizes the long-term incentive grants made to our NEOs in 2023. The long-term incentive grants made to our NEOs, other than Mr. Oringer and Mr. Hennessy, are comprised of 25% RSUs and 75% PSUs.
Long-term Incentive Compensation
| Named Executive Officer | 2023 RSU Grants ($ Value) | 2023 RSU Grants (Number of Shares) | 2023 PSU Grants (Target $ Value) | 2023 PSU (Target Number of Shares) | | Jon Oringer | — | — | 5,500,000 | 75,601 | | Paul Hennessy | — | — | — | — | | Jarrod Yahes | 975,000 | 13,402 | 2,925,000 | 40,206 | | John Caine | 4,500,000 | 81,860 | 1,500,000 | 20,618 |
Long-term Incentive Compensation
As described above, for Mr. Yahes and Mr. Caine, their equity awards granted in 2023, including the time-based RSUs and the PSUs earned based on prior year performance, vest annually in approximately equal installments over a three-year period. For more information, see “Compensation, Discussion & Analysis—Separation Agreements” and “Narrative Supplement to Summary Compensation Table—Employment Agreements and Compensatory Arrangements” below.
Separation Arrangements
Separation Arrangements In line with our objective to retain our executive officers and incentivize them to continue to focus and remain dedicated to their responsibilities and to maximize stockholder value, including in the event of a transaction that could result in a change in control of our Company, we have entered into employment agreements with our executive officers that provide for certain severance payments in connection with certain termination events, including a termination in connection with a change in control. Further, consistent with best practices, none of our NEOs are entitled to excise tax gross-up payments. For further information about separation agreements and other arrangements with our NEOs, these arrangements are described below under “Narrative Supplement to Summary Compensation Table—Employment Agreements and Compensatory Arrangements” and “Potential Payments Upon Termination or Change in Control.” We have also adopted a Severance Plan (the “Severance Plan”), that provides for certain cash payments in the event of an involuntary termination; however, to the extent the severance payments and benefits that are provided by the NEO’s employment agreement are more generous, as is currently the case under each NEO’s employment agreements, the NEO will not be eligible to receive any benefits under the Severance Plan.
Tax and Accounting Treatment of Compensation
Tax and Accounting Treatment of Compensation Accounting for Executive Compensation We follow ASC Topic 718 for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options and restricted stock unit awards, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our named executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that a named executive officer is required to render service in exchange for the option or other award. Accounting rules also require us to record cash compensation as an expense over the period in which service is rendered to the Company.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation awarded to, earned by, or paid to each of our named executive officers during the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021, as applicable.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation ($) | Total ($) | | Jonathan Oringer Executive Chairman | 2023 | 1 | — | 5,496,949 | — | — | — | 5,496,949 | | | 2022 | 1 | — | 5,636,920 | — | — | — | 5,636,921 | | | 2021 | 1 | — | 5,164,489 | — | — | — | 5,164,490 | | Paul Hennessy Chief Executive Officer | 2023 | 700,000 | — | 6,644,157 | — | 750,400 | 18,954(3) | 8,113,511 | | | 2022 | 325,769 | — | 19,912,380 | — | 581,000 | 64,111(3) | 20,883,260 | | Jarrod Yahes Chief Financial Officer | 2023 | 550,000 | — | 3,897,837 | — | 471,700 | 12,750(5) | 4,932,287 | | | 2022 | 550,000 | — | 3,074,684 | — | 365,200 | 11,750(6) | 4,001,634 | | | 2021 | 550,000 | — | 2,065,650 | — | 546,900 | 11,250(6) | 3,173,800 | | John Caine Chief Product and Digital Officer | 2023 | 442,308 | 150,000(7) | 7,236,871 | — | 321,600 | 5,328(8) | 8,156,107 |
Summary Compensation Table
| (1) Amounts represent the aggregate grant date fair value computed in accordance with ASC Topic 718 for RSUs and PSUs granted to the NEOs. For Mr. Oringer, Mr. Yahes and Mr. Caine, the Stock Awards column includes the grant date fair value of PSUs granted in 2023 for three annual tranches because the performance targets are set at the start of the three-year performance period. For the PSUs awarded to Mr. Hennessy in 2022, each annual performance target is set at the start of each respective single-year performance period, and therefore, only one annual tranche of the PSUs is considered granted in 2023 under FASB Topic 718 and included in the Stock Awards Column for each year reported. A discussion of the assumptions used in determining grant date fair value may be found in Note 1 to our audited consolidated financial statements included in our 2023 Annual Report. Please also refer to the Grants of Plan-Based Awards in 2023 table for information on stock award grants made in 2023. These amounts do not necessarily represent the actual value that may be realized by the NEOs. Of the amounts shown in 2023 for each NEO, PSUs are based on target performance for 2023 and represent: all of the Stock Awards for Mr. Oringer and Mr. Hennessy, $2,923,378 for Mr. Yahes, and $5,275,507 for Mr. Caine. For the PSUs granted in 2023, assuming the maximum performance level is achieved, the amounts that would be received with respect to the 2023 PSUs are as follows: Mr. Oringer, $8,245,387, Mr. Hennessy, $9,966,234, Mr. Yahes, $4,384,995, and Mr. Caine, $2,248,629. |
Summary Compensation Table
| (2) Amounts shown in the non-equity incentive plan compensation column represent performance-based bonuses, but actually paid in 2024. |
Summary Compensation Table
| (3) Consists of a $15,000 payment for 401(k) matching contributions by the Company, the value of Company-provided group term life insurance premium and mobile phone allowance. |
Summary Compensation Table
| (4) Consists of a $13,500 payment for 401(k) matching contributions by the Company, the value of Company-provided group term life insurance premium and mobile phone allowance. Also consists of fees for Mr. Hennessy’s service as a non-employee director prior to his appointment as our CEO in May 2022. For more information regarding these fees, see the “Director Compensation” section of this proxy statement |
Summary Compensation Table
| (5) Consists of a $11,250 payment for 401(k) matching contributions by the Company, the value of Company-provided group term life insurance premium and mobile phone allowance and fitness expense reimbursement. |
Summary Compensation Table
| (6) Consists of a $10,250 payment for 401(k) matching contributions by the Company, the value of Company-provided group term life insurance premium and mobile phone allowance. |
Summary Compensation Table
| (7) Amount represents one-time sign on bonus. |
Summary Compensation Table
| (8) Consists of a $3,462 payment for 401(k) matching contributions by the Company, the value of Company-provided group term life insurance premium and mobile phone allowance. |
Jonathan Oringer
| • | accelerated vesting of the then-unvested portion of all of Mr. Oringer’s outstanding equity awards as if he had remained employed for 12 months following his termination of employment; |
Jonathan Oringer
| • | accelerated vesting of 100% of the then-unvested portion of all of Mr. Oringer’s outstanding equity awards. |
Paul Hennessy
Paul Hennessy Mr. Hennessy was appointed Chief Executive Officer effective July 1, 2022 and has served as a member of our Board of Directors since April 2015. Mr. Hennessy’s employment agreement generally provides for the following key terms:
Paul Hennessy
| • | at-will employment, which commenced effective July 1, 2022; |
Paul Hennessy
| • | base salary of $700,000; |
Paul Hennessy
| • | an annual cash bonus opportunity, with a target award equal to 100% of his base salary, based on the achievement of individual and company performance-based objectives established by our Compensation Committee; |
Paul Hennessy
| • | ability to participate in employee benefit plans generally available to those of our other executive officers; and |
Paul Hennessy
| • | reimbursement for necessary and reasonable business expenses. |
Paul Hennessy
If the Company terminates Mr. Hennessy’s employment without “cause” (as defined in his employment agreement), other than due to his death or “disability” (as defined in his employment agreement) at any time other than during the 12-month period immediately following a “change in control” (as defined in his employment agreement), in addition to the receipt of “accrued benefits” (as defined in his employment agreement) and subject to his execution of an acceptable release and compliance with the covenants described below, Mr. Hennessy will receive the following severance benefits from the Company:
Paul Hennessy
| • | cash severance in an amount equal to 18 months of his then-current base salary, which will be paid in installments in accordance with the Company’s regular payroll procedures commencing on the 60th day after the date of his termination; |
Paul Hennessy
| • | a lump sum payment of a pro rata annual bonus based on actual performance for the year in which the termination of employment occurs based on the number of days worked relative to 365 days; |
Paul Hennessy
| • | reimbursement for premiums paid for coverage pursuant to COBRA for such executive and his eligible dependents for up to 18 months; and |
Paul Hennessy
| • | accelerated vesting of the then-unvested portion of all his outstanding RSUs and a pro rata portion of his PSU award based on the date of termination which remain subject to the performance criteria thereunder and shall vest if such criteria is met. |
Paul Hennessy
If the Company terminates Mr. Hennessy’s employment with the Company without “cause,” other than due to Mr. Hennessy’s death or “disability”, or Mr. Hennessy resigns for “good reason” (as defined in his employment agreement), in either case at any time during the 12 month period immediately following a “change in control”, then Mr. Hennessy will receive the “accrued benefits” and subject to his execution of an acceptable release and compliance with the covenants described below, Mr. Hennessy will receive the severance payments and benefits set forth above, except as follows:
Paul Hennessy
| • | cash severance in an amount equal to 18 months of his then-current base salary in a single lump sum payment; |
Paul Hennessy
| • | a lump sum payment equal to 100% of his full target bonus for the fiscal year in effect at the date of termination of employment; |
Paul Hennessy
| • | reimbursement for premiums paid for coverage pursuant to COBRA for such executive and his eligible dependents for up to 12 months; and |
Paul Hennessy
| • | accelerated vesting of all his outstanding unvested equity awards, unless otherwise set forth in a performance stock unit award agreement. |
Paul Hennessy
Mr. Hennessy is also subject to the Company’s Confidentiality, Non-Disclosure, Inventions, Non-Solicitation and Non-Competition Agreement, which contains customary confidentiality, non-competition, and non-solicitation of employees or customers provision. Under the agreement, Mr. Hennessy cannot compete with the Company for a 12 month period after termination. The non-solicitation covenant also extends for 12 months after termination.
Jarrod Yahes
Jarrod Yahes Mr. Yahes is employed as our Chief Financial Officer pursuant to an employment agreement dated November 7, 2019. Mr. Yahes’ employment agreement generally provides for the following key terms:
Jarrod Yahes
| • | at-will employment, which commenced effective December 9, 2019; |
Jarrod Yahes
| • | base salary of $550,000; |
Jarrod Yahes
| • | an annual cash bonus opportunity, with a target award equal to 80% of his base salary, based on the achievement of individual and company performance-based objectives established by our Compensation Committee and pro-rated for his initial year of service; |
Jarrod Yahes
| • | ability to participate in employee benefit plans generally available to those of our other executive officers; and |
Jarrod Yahes
| • | reimbursement for necessary and reasonable business expenses. |
Jarrod Yahes
If the Company terminates Mr. Yahes’ employment without “cause” (as defined in his employment agreement), other than due to his death or “disability” (as defined in his employment agreement), at any time other than during the 12-month period immediately following a “change in control” (as defined in his employment agreement), then Mr. Yahes will receive the “accrued benefits” (as defined in his employment agreement), and, subject to his execution of an acceptable release and compliance with the covenants described below, Mr. Yahes will also receive the following severance benefits from the Company:
Jarrod Yahes
| • | cash severance in an amount equal to 12 months of his base salary, which will be paid in installments in accordance with the Company’s regular payroll procedures commencing on the 60th day after the date of his termination; |
Jarrod Yahes
| • | a lump sum payment of a pro rata annual bonus based on actual performance for the year in which the termination of employment occurs based on the number of days worked relative to 365 days; |
Jarrod Yahes
| • | reimbursement for premiums paid for coverage pursuant to COBRA for such executive and his eligible dependents for up to 12 months; and |
Jarrod Yahes
| • | if Mr. Yahes’ termination date is at least 12 months following the effective date of his employment, accelerated vesting of the then-unvested portion of all his outstanding equity awards as if he had remained employed for 12 months following his termination of employment. |
Jarrod Yahes
If we terminate Mr. Yahes’ employment with the Company without “cause,” other than due to Mr. Yahes’ death or “disability,” or Mr. Yahes resigns for “good reason” (as defined in his employment agreement), in either case at any time during the 12-month period immediately following a “change in control”, then Mr. Yahes will receive the “accrued benefits” and, subject to his execution of an acceptable release and compliance with the covenants described below, Mr. Yahes will receive severance benefits set forth above, except as follows:
Jarrod Yahes
| • | cash payment of severance in an amount equal to twelve months of his then current base salary, in a single lump sum payment; |
Jarrod Yahes
| • | a lump sum payment equal to 100% of his full target bonus for the fiscal year in effect at the date of termination of employment; and |
Jarrod Yahes
| • | accelerated vesting of all his outstanding unvested equity awards, unless otherwise set forth in a performance stock unit award agreement. |
Jarrod Yahes
Mr. Yahes is also subject to the Company’s Confidentiality, Non-Disclosure, Inventions, Non-Solicitation and Non-Competition Agreement, which contains customary confidentiality, non-competition, and non-solicitation of employees or customers provision. Under the agreement, Mr. Yahes cannot compete with the Company for a 12-month period after termination. The non-solicitation covenant also extends for 12 months after termination.
John Caine
John Caine Mr. Caine is employed as our Chief Product and Digital Officer pursuant to an employment agreement dated January 12, 2023. Mr. Caine’s employment agreement generally provides for the following key terms:
John Caine
| • | at-will employment, which commenced effective January 30, 2023; |
John Caine
| • | base salary of $500,000; |
John Caine
| • | an annual cash bonus opportunity, with a target award equal to 60% of his base salary, based on the achievement of individual and company performance-based objectives established by our Compensation Committee and pro-rated for his initial year of service; |
John Caine
| • | ability to participate in employee benefit plans generally available to those of our other executive officers; and |
John Caine
| • | reimbursement for necessary and reasonable business expenses. |
John Caine
If the Company terminates Mr. Caine’s employment without “cause” (as defined in his employment agreement), other than due to his death or “disability” (as defined in his employment agreement), at any time other than during the 12-month period immediately following a “change in control” (as defined in his employment agreement), then Mr. Caine will receive the “accrued benefits” (as defined in his employment agreement), and, subject to his execution of an acceptable release and compliance with the covenants described below, Mr. Caine will also receive the following severance benefits from the Company:
John Caine
| • | cash severance in an amount equal to 12 months of his base salary, which will be paid in installments in accordance with the Company’s regular payroll procedures commencing on the 60th day after the date of his termination; |
John Caine
| • | a lump sum payment of a pro rata annual bonus based on actual performance for the year in which the termination of employment occurs based on the number of days worked relative to 365 days; |
John Caine
| • | reimbursement for premiums paid for coverage pursuant to COBRA for such executive and his eligible dependents for up to 12 months; and |
John Caine
| • | if Mr. Caine’s termination date is at least 12 months following the effective date of his employment, accelerated vesting of the then-unvested portion of all his outstanding equity awards as if he had remained employed for 12 months following his termination of employment. |
John Caine
If we terminate Mr. Caine’s employment with the Company without “cause,” other than due to Mr. Caine’s death or “disability,” or Mr. Caine resigns for “good reason” (as defined in his employment agreement), in either case at any time during the 12-month period immediately following a “change in control”, then Mr. Caine will receive the “accrued benefits” and, subject to his execution of an acceptable release and compliance with the covenants described below, Mr. Caine will receive severance benefits set forth above, except as follows:
John Caine
| • | cash payment of severance in an amount equal to twelve months of his then current base salary, in a single lump sum payment; |
John Caine
| • | a lump sum payment equal to 100% of his full target bonus for the fiscal year in effect at the date of termination of employment; and |
John Caine
| • | accelerated vesting of all his outstanding unvested equity awards, unless otherwise set forth in a performance stock unit award agreement. |
John Caine
Mr. Caine is also subject to the Company’s Confidentiality, Non-Disclosure, Inventions, Non-Solicitation and Non-Competition Agreement, which contains customary confidentiality, non-competition, and non-solicitation of employees or customers provision. Under the agreement, Mr. Caine cannot compete with the Company for a 12-month period after termination. The non-solicitation covenant also extends for 12 months after termination.
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023
| | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jonathan Oringer | | | | | | | | | | | 2023 Annual Cash Bonus | | ___ | ___ | ___ | | | | | | | 2023 RSU Grants | | | | | | | | ___ | ___ | | 2023 PSU Grants | 4/3/2023 | | | | 56,700 | 75,601 | 113,401 | | 5,496,949 | | Paul Hennessy | | | | | | | | | | | 2023 Annual Cash Bonus | | $525,000 | $700,000 | $1,015,000 | | | | | | | 2023 RSU Grants | N/A | | | | | | | | | | PSU Grants | 2/23/23(3) | | | | 65,697 | 87,596 | 131,394 | | 6,644,157 | | Jarrod Yahes | | | | | | | | | | | 2023 Annual Cash Bonus | | $330,000 | $440,000 | $638,000 | | | | | | | 2023 RSU Grants | 4/3/2023 | | | | | | | 13,402 | 974,459 | | 2023 PSU Grants | 4/3/2023 | | | | 30,153 | 40,206 | 60,308 | | 2,923,378 | | John Caine | | | | | | | | | | | 2023 Annual Cash Bonus | | $225,000 | $300,000 | $435,000 | | | | | | | 2023 Sign On RSU Grants | 2/1/2023 | | | | | | | 68,799 | 5,275,507 | | 2023 PSU Grants | 4/3/2023 | | | | 15,462 | 20,618 | 30,936 | | 1,499,135 | | 2023 RSU Grants | 10/23/2023 | | | | | | | 13,061 | 462,229 |
Grants of Plan-Based Awards in 2023
| (1) These figures represent threshold, target and maximum potential future payouts under the PSUs granted to each of our named executive officers in fiscal 2023. The PSUs are eligible to vest based on the achievement of certain performance targets. Vesting of the PSU award is contingent upon the Company’s achievement of Adjusted EBITDA margin and revenue growth targets for fiscal 2023, as well as the NEO’s continued employment with the Company at the time of vesting. Each PSU will be settled in shares of the Company’s stock. NEOs do not have voting or dividend rights with respect to unvested PSUs. See “Compensation Discussion and Analysis - Section 3 - Elements of 2022 Compensation - Long Term Incentive Compensation” for further information regarding the PSUs. For Mr. Oringer, Mr. Yahes and Mr. Caine, the “2023 PSU Grant” reflects three annual tranches, as the performance targets for these three tranches are set at the start of the three-year performance period. For the PSUs granted to Mr. Hennessy in 2023, each annual performance target is set at the start of each respective single-year performance period, and therefore, only one annual tranche of the PSUs is considered granted in 2023 under FASB Topic 718 and included in this table. |
Grants of Plan-Based Awards in 2023
| (2) Amounts reflect the aggregate grant date fair value computed in accordance with ASC Topic 718, assuming achievement of target-level performance with respect to the 2023 PSU grants. A discussion of the assumptions used in determining grant date fair value may be found in Note 1 to our audited consolidated financial statements included in our 2023 Annual Report. |
Grants of Plan-Based Awards in 2023
| (3) Reflects the second tranche of the 2022 PSUs awarded to Mr. Hennessy over a three-year performance period. For the 2022 PSUs awarded to Mr. Hennessy, each annual performance target is set at the start of each respective single year performance period over the three-year period, and therefore, only one annual tranche of the PSUs is considered granted each year under F4SB Topic 718. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows all outstanding equity awards held by each of the named executive officers at December 31, 2023:
Outstanding Equity Awards at Fiscal Year-End
| | | OPTIONS | | | | | STOCK AWARDS | | | | | Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Jon Oringer | 4/24/2014 | | | 527,485(3) | 76.73 | 4/24/2024 | | | 105,497(4) | 5,093,395 | | | 3/1/2016 | 263,742 | | | 32.95 | 3/1/2026 | | | 0 | 0 | | | 4/1/2021 | | | | | | | | 18,844 | 909,788 | | | 4/1/2022 | | | | | | | | 40,231 | 1,942,353 | | | 4/3/2023 | | | | | | | | 75,601 | 3,650,016 | | Paul Hennessy | 7/1/2022 | | | | | | 175,193 | 8,458,318(5) | 65,697 | 3,171,851 | | | 2/23/2023 | | | | | | | | 87,596 | 4,229,135 | | Jarrod Yahes | 1/6/2020 | 35,525 | | | 42.96 | 1/6/2030 | 0 | 0.00 | 0 | 0 | | | 4/1/2021 | | | | | | 1,884 | 90,960(6) | 5,653 | 272,927 | | | 4/1/2022 | | | | | | 5,486 | 264,864(7) | 16,459 | 794,641 | | | 4/3/2023 | | | | | | 13,402 | 647,049(8) | 40,206 | 1,941,146 | | John Caine | 2/1/2023 | | | | | | 68,799 | 3,321,616(9) | 0 | 0 | | | 4/3/2023 | | | | | | 0 | 0 | 20,618 | 995,437 | | | 10/23/2023 | | | | | | 13,061 | 630,585(10) | 0 | 0 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Assumes a price per share of our Common Stock of $48.28, which represents the closing price per share of our Common Stock on the NYSE on December 31, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Except as otherwise set forth for Mr. Oringer, represents the target number of PSUs granted to each of our named executive officers in fiscal 2023. Vesting of the PSU award is contingent upon the Company’s achievement of annual Revenue and Adjusted EBITDA targets, as well as the NEO’s continued employment with the Company at the time of vesting. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Mr. Oringer received a grant of 500,000 stock options on April 24, 2014, which vested in full on the fifth anniversary of the date of grant; provided, however, that the option will not become exercisable, in whole or part, unless and until the average closing price for our Common Stock equals or exceeds $161.88 during any 90 consecutive calendar day period occurring between April 24, 2019 (the five year anniversary of the date of grant) and the earlier of Mr. Oringer’s termination of service with the Company or April 23, 2024 (the expiration date of the stock options). |
Outstanding Equity Awards at Fiscal Year-End
| (4) Mr. Oringer received a grant of 100,000 performance-based RSUs on April 24, 2014, which will vest if the average closing price for the Company’s Common Stock equals or exceeds $161.88 during any 90 consecutive calendar day period occurring between the five year anniversary of the date of grant and the earlier of Mr. Oringer’s termination of service with the Company or April 23, 2024, inclusive. |
Outstanding Equity Awards at Fiscal Year-End
| (5) This RSU vests in three annual installments of 33.3%, 33.3% and 33.4%, respectively, beginning July 1, 2022. |
Outstanding Equity Awards at Fiscal Year-End
| (6) This RSU vests in three annual installments of 33.3%, 33.3% and 33.4%, respectively, beginning April 1, 2021. |
Outstanding Equity Awards at Fiscal Year-End
| (7) This RSU vests in three annual installments of 33.3%, 33.3% and 33.4%, respectively, beginning April 1, 2022. |
Outstanding Equity Awards at Fiscal Year-End
| (8) This RSU vests in three annual installments of 33.3%, 33.3% and 33.4%, respectively, beginning April 3, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (9) This RSU has a 4 year vest, years 1 and 2 on an annual basis and quarterly in years 3 and 4, beginning February 1, 2023. |
Outstanding Equity Awards at Fiscal Year-End
| (10) This RSU vests in three annual installments of 33.3%, 33.3% and 33.4%, respectively, beginning October 1, 2023. |
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 The following table presents information concerning each exercise of stock options and vesting of stock awards during fiscal 2023 for each of our named executive officers.
Option Exercises and Stock Vested in 2023
| | Option Awards | | Stock Awards | | | Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Jon Oringer | — | 0 | 77,003(3) | 5,676,909 | | Paul Hennessy | — | 0 | 87,596(4) | 4,263,297 | | Jarrod Yahes | — | 0 | 25,704(5) | 1,711,637 | | John Caine | — | 0 | 0 | 0 |
Option Exercises and Stock Vested in 2023
| (1) The value realized on exercise represents the difference between the market value of our Common Stock at the time the applicable option was exercised and the exercise price of the option. |
Option Exercises and Stock Vested in 2023
| (2) Value realized was calculated by multiplying the number of shares that vested by the per share closing price of the Company’s Common Stock on the vesting date. The values do not include the payment of taxes by the NEOs. |
Option Exercises and Stock Vested in 2023
| (3) After shares were withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Mr. Oringer’s restricted stock units, Mr. Oringer received 45,789 shares. |
Option Exercises and Stock Vested in 2023
| (4) After shares were withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Mr. Hennessy’s restricted stock units, Mr. Hennessy received 44,169 shares. |
Option Exercises and Stock Vested in 2023
| (5) After shares were withheld by the Company to satisfy tax withholding obligations that arose upon the vesting of Mr. Yahes’ restricted stock units, Mr. Yahes received 12,986 shares. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The tables below reflect the amount of compensation that would have been owed to each of our NEOs in the event of employment termination or a termination upon a change of control on December 31, 2023. For additional information with respect to our named executive officers, see “Employment Agreements and Compensatory Arrangements” and the Summary Compensation Table. Regardless of the reason for a named executive officer’s termination of employment, they may be entitled to receive amounts earned during the term of employment. Such amounts include, through the date of termination:
Potential Payments Upon Termination or Change in Control
| • | earned but unpaid salary; |
Potential Payments Upon Termination or Change in Control
| • | benefits; |
Potential Payments Upon Termination or Change in Control
| • | unreimbursed business expenses; and |
Potential Payments Upon Termination or Change in Control
| • | the ability to exercise vested stock options for a limited period of time. |
Potential Payments Upon Termination or Change in Control
The amounts in the table below were calculated using the following assumptions:
Potential Payments Upon Termination or Change in Control
| • | the tables do not include the value of vested but unexercised stock options and vested restricted stock units; and |
Potential Payments Upon Termination or Change in Control
| • | benefit continuation expense was calculated using the Company’s costs for medical, dental, and life insurance coverage for each named executive officer as in effect on January 1, 2023, except where otherwise specified. |
Potential Payments Upon Termination or Change in Control
Because the payments to be made to the named executive officers depend on several factors, the actual amounts to be paid out upon a named executive officer’s termination of employment can be determined only at the time of his or her actual separation from the Company.
Potential Payments Upon Termination or Change in Control
| Named Executive Cause of Termination | Cash Severance Payment ($) | Pro-Rata Bonus ($)(1) | Acceleration of Equity Awards ($)(2) | Continued Participation in Medical & Dental Benefit Plans ($) | Outplacement Benefits ($) | Total ($) | | Jonathan Oringer | | | | | | | | Change in Control(3) | — | — | 11,595,552 | 33,878 | 5,000 | 11,634,431 | | Termination by Company without “cause” | — | — | 3,097,597 | 33,878 | 5,000 | 3,136,475 | | Death or disability | — | — | — | — | — | — | | Paul Hennessy | | | | | | | | Change in Control(3) | 1,050,000 | 700,000 | 20,088,487 | 22,362 | — | 21,860,849 | | Termination by Company without “cause” | 700,000 | 700,000 | 14,802,020 | 22,362 | — | 16,224,382 | | Death or disability | — | — | — | — | — | — | | Jarrod Yahes | | | | | | | | Change in Control(3) | 550,000 | 440,000 | 4,011,585 | 33,878 | — | 5,035,464 | | Termination by Company without “cause” | 550,000 | 440,000 | 1,756,282 | 33,878 | — | 2,780,160 | | Death or disability | — | — | — | — | — | — | | John Caine | | | | | | | | Change in Control(3) | 500,000 | 300,000 | 4,947,638 | 33,878 | — | 5,781,516 | | Termination by Company without “cause” | 500,000 | 300,000 | 1,372,311 | 33,878 | — | 2,206,189 | | Death or disability | — | — | — | — | — | — |
Potential Payments Upon Termination or Change in Control
| (1) Aside from Mr. Oringer, each NEO’s employment agreement provides for a pro rata bonus for the year of termination, other than a termination in connection with a change in control, if performance targets are met and bonuses are paid to similarly situated executives, with such bonuses to be paid at the time such other bonuses are paid. Mr. Oringer’s Severance and CiC Agreement provides for a bonus payment equal to 100% of his target for the year of termination. Mr. Hennessy, Mr. Yahes and Mr. Caine’s employment agreements provide for a bonus payment equal to 100% of each of their targets for the year of termination in connection with a change in control. |
Potential Payments Upon Termination or Change in Control
| (2) Represents the value of unvested equity awards, based on the closing market price of our common stock of $48.28 per share on December 31, 2023, that would vest on an accelerated basis upon the occurrence of certain events. For Mr. Oringer, includes acceleration of vesting for performance-based RSUs assuming target performance was achieved on the assumed date of termination on December 31, 2023 and does not include any amount for acceleration of vesting of performance-based stock options because the target price of such stock options was greater than the closing market price of our Common Stock on December 31, 2023. Termination by the Company upon Change in Control, assumes full acceleration of vesting of the 2023 PSUs granted to the NEOs as if target performance was achieved for the three years of the performance period. |
Potential Payments Upon Termination or Change in Control
| (3) Represents change in control severance benefits based on a double-trigger arrangement, which assumes a “change in control” of the Company followed by the termination by the Company of an NEO without “cause”. |
Indemnification of our Directors and Officers
Indemnification of our Directors and Officers Our Charter contains provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for: (1) any breach of the director’s duty of loyalty to us or our stockholders; (2) any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; (3) unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or (4) any transaction from which the director derived an improper personal benefit. Our Charter and Bylaws provide that we are required to indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our Bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We have entered into agreements to indemnify our directors, executive officers and other employees as determined by our Board. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these Bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.
Pay Ratio Disclosure
Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. The ratio of the fiscal 2023 total compensation of (i) our CEO, Mr. Hennessy, as reported in the Summary Compensation Table, to (ii) our median employee, as computed in the same manner, is 33:1 based on the amounts of $8,113,511 to $246,321, respectively. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our records and the methodology described below. Moreover, the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies will have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance
Pay Versus Performance The following table provides information required by Item 402(v) of Regulation S-K. For information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
Pay Versus Performance
| | | | | | | | Year-end value Of SI00 invested on 12/31/2019 in: | | | | | Year | Summary Compensation Table Total for Paul Hennessy (1) $ | Compensation Actually Paid to Paul Hennessy (1)(2)(5) $ | Summary Compensation Table Total for Stan Pavlovsky(3) $ | Compensation Actually Paid to Stan Pavlovsky (2)(3)(5) | Average Summary Compensation Table Total for Non-CEO NEOs(4) $ | Average Compensation Actually Paid to Non-CEO NEOs(2)(4)(5) $ | SSTK Total Shareholder Return $ | S&P Software & Svcs Total Shareholder Return $ | Net Income (in millions) $ | Adj. EBITDA (in millions) $ | | 2023 | 8,113,511 | 5,010,678 | n/a | n/a | 6,195,115 | 4,169,842 | 119.64 | 149.0 | 110.3 | 240.8 | | 2022 | 20,883,260 | 18,201,281 | 5,913,330 | (16,980,341) | 4,003,445 | (5,794,986) | 127.83 | 107.5 | 76.1 | 218.1 | | 2021 | n/a | n/a | 5,717,651 | 22,508,915 | 3,394,474 | 13,395,666 | 264.65 | 163.9 | 91.9 | 193.1 | | 2020 | n/a | n/a | 7,025,759 | 17,165,333 | 2,418,455 | 5,675,640 | 169.71 | 152.2 | 71.8 | 154.9 |
Pay Versus Performance
| (1) Paul Hennessy became CEO of the Company on July 1, 2022. |
Pay Versus Performance
| (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include: |
Pay Versus Performance
| | 2023 | 2022 | | 2021 | 2020 | | | Paul Hennessy | Paul Hennessy | Stan Pavlovsky | Stan Pavlovsky | Stan Pavlovsky | | Total Compensation from Summary Compensation Table | $8,113,511 | $20,883,260 | $5,913,330 | $5,717,651 | $7,025,759 | | Adjustments for Equity Awards | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(6,644,157) | $(19,912,380) | $(5,636,921) | $(4,131,482) | $(5,583,809) | | Year-end fair value of unvested awards granted in the current year | $4,965,639 | $17,317,782 | $— | $6,574,913 | $12,795,497 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(1,069,552) | $— | $— | $11,058,098 | $3,180,653 | | Fair values at vest date for awards granted and vested in current year | $— | $— | $— | $— | $— | | Difference in fair values between prior values and vest date fair value for awards granted in prior years | $(354,764) | $(87,381) | $(3,320,357) | $3,289,735 | $(252,767) | | Forfeitures during current year equal to prior year-end fair value | $— | $— | $(13,936,393) | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $(3,102,833) | $(2,681,979) | $(22,893,671) | $16,791,264 | $10,139,574 | | Compensation Actuallv Paid (as calculated) | $5,010,678 | $18,201,281 | $(16,980,341) | $22,508,915 | $17,165,333 |
Pay Versus Performance
| | 2023 | 2022 | 2021 | 2020 | | | Average Non-CEO NEOs | | | | | Total Compensation from Summary Compensation Table | $6,195,115 | $4,003,445 | $3,394,474 | $2,418,455 | | Adjustments for Equity Awards | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(5,543,886) | $(3,416,284) | $(2,788,734) | $(1,795,052) | | Year-end fair value of unvested awards granted in the current year | $3,490,147 | $1,413,942 | $4,664,241 | $3,546,374 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(737,047) | $(6,157,849) | $6,217,305 | $1,581,201 | | Fair values at vest date for awards granted and vested in current year | $— | $25,894 | $— | $— | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $765,513 | $(1,304,882) | $1,908,380 | $(75,338) | | Forfeitures during current year equal to prior year-end fair value | $— | $(359,251) | $— | $— | | Dividends or dividend equivalents not otherwise included in total compensation | $— | $— | $— | $— | | Total Adjustments for Equity Awards | $(2,025,273) | $(9,798,431) | $10,001,192 | $3,257,185 | | Compensation Actuallv Paid (as calculated) | $4,169,842 | $(5,794,986) | $13,395,666 | $5,675,640 |
Pay Versus Performance
| (3) Stan Pavlovsky became CEO of the Company on April 1, 2020 and served until May 3, 2022. |
Pay Versus Performance
| (4) Non-CEO NEOs reflect the average summary Compensation Table total compensation and average Compensation Actuary Paid for the folowag executives by years: |
Pay Versus Performance
2023: Jonathan Oringer, Jarrod Yahes and John Caine 2022: Jonathan Oringer, Jarrod Yahes and Peter Sivio 2021: Jonathan Oringer, Jarrod Yahes and Peter Sivio 2020: Jonathan Oringer, Jarrod Yahes, Peter Sivio, Steve Ciardiello and Abraham Muchnick
Pay Versus Performance
| (5) Compensation Actually Paid for 2022, 2021, and 2020 as reflected in last year’s disclosure have been adjusted to incorporate changes in valuation assumptions used. |
Relationship Between “Compensation Actually Paid” and Performance
Relationship Between “Compensation Actually Paid” and Performance The following charts address the relationship between compensation “actually paid” as disclosed in the Pay vs. Performance Table and:
Relationship Between “Compensation Actually Paid” and Performance
| • | the Company’s cumulative TSR; |
Relationship Between “Compensation Actually Paid” and Performance
| • | the Company’s net income; and |
Relationship Between “Compensation Actually Paid” and Performance
| • | the Company’s Adjusted EBITDA. |
AMENDED AND RESTATED 2022 OMNIBUS EQUITY INCENTIVE PLAN
| b. | Limit on Awards to Outside Directors. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as an Outside Director with respect to any fiscal year, including Awards granted and cash fees paid by the Company to such Outside Director, will not exceed seven hundred and fifty thousand dollars ($750,000) in total value, calculating the value of any Awards based on the grant date fair value of such Awards for financial reporting purposes. The Board may make an exception to the applicable limit in this Section 5(b) for any Outside Director in extraordinary circumstances, as the Board may determine in its discretion, provided that any Outside Director who is granted or paid such additional compensation may not participate in the decision to grant or pay such additional compensation. |