PATHWARD FINANCIAL, INC., DEF 14A filed on 1/17/2024
Proxy Statement (definitive)
v3.23.4
Cover
 12 Months Ended
Sep. 30, 2023
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Pathward Financial, Inc.
Entity Central Index Key 0000907471
v3.23.4
Pay vs Performance Disclosure
 12 Months Ended
Sep. 30, 2023
USD ($)
$ / shares
Sep. 30, 2022
USD ($)
$ / shares
Sep. 30, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section.
For purposes of the tables below, the principal executive officer (“PEO”) and non-PEO named executive officers for 2021, 2022 and 2023 are the following:
​
Year
​ ​
PEO
​ ​
Non-PEO Named Executive Officers
​
​ 2023 ​ ​ Brett L. Pharr ​ ​ Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram and Nadia A. Dombrowski ​
​ 2022 ​ ​ Brett L. Pharr ​ ​
Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Nadia A. Dombrowski, and Kia S. Tang
​
​ 2021 ​ ​ Bradley C. Hanson ​ ​
Brett L. Pharr, Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Kia S. Tang, Sheree S. Thornsberry and Shelly A. Schneekloth
 ​
​
(A)
​ ​
(B)
​ ​
(C)
​ ​
(D)
​ ​
(E)
​ ​
(F)
​ ​
(G)
​ ​
(H)
​ ​
(I)
​
​
Year
​ ​
Summary
Compensation
Table Total
for PEO(1)
($)
​ ​
Compensation
Actually Paid
to PEO(2)
($)
​ ​
Average Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers(3)
($)
​ ​
Average
Compensation
Actually Paid to
Non-PEO
Named
Executive
Officers(4)
($)
​ ​
Value of Initial Fixed $100
Investment Based on:
​ ​
Net
Income(7)
($ in Millions)
​ ​
Company-
Selected
Performance
Measure
(EPS)(8)
($)
​
​
Total
Shareholder
Return(5)
($)
​ ​
Peer Group
Total
Shareholder
Return(6)
($)
​
​ 2023 ​ ​ ​ ​ 3,884,131 ​ ​ ​ ​ ​ 5,077,889 ​ ​ ​ ​ ​ 1,784,636 ​ ​ ​ ​ ​ 2,463,709 ​ ​ ​ ​ ​ 242.98 ​ ​ ​ ​ ​ 128.21 ​ ​ ​ ​ ​ 163.6 ​ ​ ​ ​ ​ 5.99 ​ ​
​ 2022 ​ ​ ​ ​ 3,811,433 ​ ​ ​ ​ ​ 2,817,840 ​ ​ ​ ​ ​ 1,437,513 ​ ​ ​ ​ ​ 1,392,760 ​ ​ ​ ​ ​ 173.04 ​ ​ ​ ​ ​ 136.72 ​ ​ ​ ​ ​ 156.4 ​ ​ ​ ​ ​ 5.26 ​ ​
​ 2021 ​ ​ ​ ​ 5,040,345 ​ ​ ​ ​ ​ 7,442,578 ​ ​ ​ ​ ​ 1,259,474 ​ ​ ​ ​ ​ 1,286,933 ​ ​ ​ ​ ​ 274.27 ​ ​ ​ ​ ​ 161.72 ​ ​ ​ ​ ​ 141.7 ​ ​ ​ ​ ​ 4.38 ​ ​
​
(1)
The dollar amounts reported in column (B) are the amounts of total compensation reported for the PEO for fiscal years 2021, 2022, and 2023 in the “Total” column of the Summary Compensation Table for the applicable year.
​
(2)
The dollar amounts reported in column (C) represent the amount of  “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year, by subtracting the amounts in the Reported Value of Equity Award column and adding the amounts in the Equity Award Adjustments column, to determine the “compensation actually paid,” as defined by the SEC:
​
​
Year
​ ​
Reported Summary
Compensation Table
Total for PEO
($)
​ ​
Minus
Reported
Value of
Equity
Awards(a)
($)
​ ​
Plus Equity
Award
Adjustments(b)
($)
​ ​
Equals
Compensation
Actually Paid to
PEO
($)
​
​ 2023 ​ ​ ​ ​ 3,884,131 ​ ​ ​ ​ ​ 2,100,013 ​ ​ ​ ​ ​ 3,293,771 ​ ​ ​ ​ ​ 5,077,889 ​ ​
​ 2022 ​ ​ ​ ​ 3,811,433 ​ ​ ​ ​ ​ 2,556,981 ​ ​ ​ ​ ​ 1,563,388 ​ ​ ​ ​ ​ 2,817,840 ​ ​
​ 2021 ​ ​ ​ ​ 5,040,345 ​ ​ ​ ​ ​ 2,494,513 ​ ​ ​ ​ ​ 4,896,747 ​ ​ ​ ​ ​ 7,442,578 ​ ​
​
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year which are comprised of performance share units and restricted stock granted from 2016 through 2023.
​
(b)
The values provided in the Equity Award Adjustments column were determined as follows:
​
​
Year
​ ​
YE Value of
Respective Year
Awards
Outstanding as of
YE
($)
​ ​
Plus Change in
Value as of YE for
Prior Year Awards
Outstanding as of
YE
($)
​ ​
Plus Change in
Value as of Vesting
Date for Prior Year
Awards that Vested
During the Year
($)
​ ​
Minus Value as of
YE for Any Equity
Awards Previously
Granted that Failed
to Vest in the
Current Year
($)
​ ​
Equals Value of
Equity Award
Adjustments
($)
​
​ 2023 ​ ​ ​ ​ 2,671,146 ​ ​ ​ ​ ​ 395,817 ​ ​ ​ ​ ​ 226,808 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 3,293,771 ​ ​
​ 2022 ​ ​ ​ ​ 1,205,069 ​ ​ ​ ​ ​ 263,664 ​ ​ ​ ​ ​ 94,654 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 1,563,388 ​ ​
​ 2021 ​ ​ ​ ​ 3,818,833 ​ ​ ​ ​ ​ 984,671 ​ ​ ​ ​ ​ 492,336 ​ ​ ​ ​ ​ 399,093 ​ ​ ​ ​ ​ 4,896,747 ​ ​
The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. Performance stock units are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC 718 purposes, and the stock price on the relevant measurement date.
(3)
The dollar amounts reported in column (D) are the average of the amounts of total compensation reported for our non-PEO named executive officers for fiscal years 2021, 2022, and 2023 in the “Total” column of the Summary Compensation Table for the applicable year.
​
(4)
The dollar amounts reported in column (E) represent the average amount of  “compensation actually paid” to the non-PEO named executive officers for each year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO named executive officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO named executive officers’ average total compensation for each year, by subtracting the amounts in the Average Reported Value of Equity Awards column and adding the amounts in the Average Equity Award Adjustments column, to determine the “compensation actually paid,” as defined by the SEC:
​
​
Year
​ ​
Average Reported
Summary
Compensation
Table Total for
Non-PEO Named
Executive Officers
($)
​ ​
Minus Average
Reported Value of
Equity Awards(a)
($)
​ ​
Plus Average
Equity Award
Adjustments(b)
($)
​ ​
Equals Average
Compensation
Actually Paid to
Non-PEO Named
Executive Officers
($)
​
​ 2023 ​ ​ ​ ​ 1,784,636 ​ ​ ​ ​ ​ 566,025 ​ ​ ​ ​ ​ 1,245,098 ​ ​ ​ ​ ​ 2,463,709 ​ ​
​ 2022 ​ ​ ​ ​ 1,437,513 ​ ​ ​ ​ ​ 698,636 ​ ​ ​ ​ ​ 653,882 ​ ​ ​ ​ ​ 1,392,760 ​ ​
​ 2021 ​ ​ ​ ​ 1,259,474 ​ ​ ​ ​ ​ 325,488 ​ ​ ​ ​ ​ 352,947 ​ ​ ​ ​ ​ 1,286,933 ​ ​
​
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year, which are comprised of performance share units and restricted stock granted from 2016 through 2023.
​
(b)
The values provided in the Average Equity Award Adjustments column were determined as follows:
​
​
Year
​ ​
Average YE
Value of
Respective Year
Awards
Outstanding as
of YE
($)
​ ​
Plus Average
Change in Value
as of YE for
Prior Year
Awards
Outstanding as
of YE
($)
​ ​
Plus Average Change
in Value as of Vesting
Date for Prior Year
Awards that Vested
During the Year
($)
​ ​
Minus Average
Value as of YE for
Any Equity Awards
Previously Granted
that Failed to Vest in
the Current Year
($)
​ ​
Equals Average
Value of Equity
Award
Adjustments
($)
​
​ 2023 ​ ​ ​ ​ 719,960 ​ ​ ​ ​ ​ 370,099 ​ ​ ​ ​ ​ 155,039 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 1,245,098 ​ ​
​ 2022 ​ ​ ​ ​ 354,303 ​ ​ ​ ​ ​ 204,471 ​ ​ ​ ​ ​ 95,108 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 653,882 ​ ​
​ 2021 ​ ​ ​ ​ 213,199 ​ ​ ​ ​ ​ 91,910 ​ ​ ​ ​ ​ 60,961 ​ ​ ​ ​ ​ 13,122 ​ ​ ​ ​ ​ 352,947 ​ ​
The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. Performance stock units are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC 718 purposes, and the stock price on the relevant measurement date.
(5)
Reflects the cumulative total shareholder return (“TSR”) of a $100 investment in Pathward Financial, Inc. common stock, assuming such investment occurred on October 1, 2020 and all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance.
​
(6)
Reflects the cumulative TSR of a $100 investment in our peer group for this Pay versus Performance table, the S&P 600 Financials Index, which is used in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the applicable fiscal year, assuming such investment occurred on October 1, 2020 and all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance.
​
(7)
The dollar amounts reported in column (H) represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.
​
(8)
The “Company-Selected Measure” ​(as defined in Item 402(v) of Regulation S-K, is our diluted earnings per share (“EPS”), as reflected in the Company’s audited financial statements for the applicable fiscal year.
   
Company Selected Measure Name EPS    
Named Executive Officers, Footnote
​
Year
​ ​
PEO
​ ​
Non-PEO Named Executive Officers
​
​ 2023 ​ ​ Brett L. Pharr ​ ​ Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram and Nadia A. Dombrowski ​
​ 2022 ​ ​ Brett L. Pharr ​ ​
Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Nadia A. Dombrowski, and Kia S. Tang
​
​ 2021 ​ ​ Bradley C. Hanson ​ ​
Brett L. Pharr, Glen W. Herrick, Anthony M. Sharett, Charles C. Ingram, Kia S. Tang, Sheree S. Thornsberry and Shelly A. Schneekloth
 ​
   
Peer Group Issuers, Footnote 6)
Reflects the cumulative TSR of a $100 investment in our peer group for this Pay versus Performance table, the S&P 600 Financials Index, which is used in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the applicable fiscal year, assuming such investment occurred on October 1, 2020 and all dividends were reinvested. Historical stock performance is not necessarily indicative of future stock performance.
   
PEO Total Compensation Amount $ 3,884,131 $ 3,811,433 $ 5,040,345
PEO Actually Paid Compensation Amount $ 5,077,889 2,817,840 7,442,578
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in column (C) represent the amount of  “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year, by subtracting the amounts in the Reported Value of Equity Award column and adding the amounts in the Equity Award Adjustments column, to determine the “compensation actually paid,” as defined by the SEC:
​
​
Year
​ ​
Reported Summary
Compensation Table
Total for PEO
($)
​ ​
Minus
Reported
Value of
Equity
Awards(a)
($)
​ ​
Plus Equity
Award
Adjustments(b)
($)
​ ​
Equals
Compensation
Actually Paid to
PEO
($)
​
​ 2023 ​ ​ ​ ​ 3,884,131 ​ ​ ​ ​ ​ 2,100,013 ​ ​ ​ ​ ​ 3,293,771 ​ ​ ​ ​ ​ 5,077,889 ​ ​
​ 2022 ​ ​ ​ ​ 3,811,433 ​ ​ ​ ​ ​ 2,556,981 ​ ​ ​ ​ ​ 1,563,388 ​ ​ ​ ​ ​ 2,817,840 ​ ​
​ 2021 ​ ​ ​ ​ 5,040,345 ​ ​ ​ ​ ​ 2,494,513 ​ ​ ​ ​ ​ 4,896,747 ​ ​ ​ ​ ​ 7,442,578 ​ ​
​
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year which are comprised of performance share units and restricted stock granted from 2016 through 2023.
​
(b)
The values provided in the Equity Award Adjustments column were determined as follows:
​
​
Year
​ ​
YE Value of
Respective Year
Awards
Outstanding as of
YE
($)
​ ​
Plus Change in
Value as of YE for
Prior Year Awards
Outstanding as of
YE
($)
​ ​
Plus Change in
Value as of Vesting
Date for Prior Year
Awards that Vested
During the Year
($)
​ ​
Minus Value as of
YE for Any Equity
Awards Previously
Granted that Failed
to Vest in the
Current Year
($)
​ ​
Equals Value of
Equity Award
Adjustments
($)
​
​ 2023 ​ ​ ​ ​ 2,671,146 ​ ​ ​ ​ ​ 395,817 ​ ​ ​ ​ ​ 226,808 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 3,293,771 ​ ​
​ 2022 ​ ​ ​ ​ 1,205,069 ​ ​ ​ ​ ​ 263,664 ​ ​ ​ ​ ​ 94,654 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 1,563,388 ​ ​
​ 2021 ​ ​ ​ ​ 3,818,833 ​ ​ ​ ​ ​ 984,671 ​ ​ ​ ​ ​ 492,336 ​ ​ ​ ​ ​ 399,093 ​ ​ ​ ​ ​ 4,896,747 ​ ​
The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. Performance stock units are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC 718 purposes, and the stock price on the relevant measurement date.
   
Non-PEO NEO Average Total Compensation Amount $ 1,784,636 1,437,513 1,259,474
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,463,709 1,392,760 1,286,933
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The dollar amounts reported in column (E) represent the average amount of  “compensation actually paid” to the non-PEO named executive officers for each year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO named executive officers during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the non-PEO named executive officers’ average total compensation for each year, by subtracting the amounts in the Average Reported Value of Equity Awards column and adding the amounts in the Average Equity Award Adjustments column, to determine the “compensation actually paid,” as defined by the SEC:
​
​
Year
​ ​
Average Reported
Summary
Compensation
Table Total for
Non-PEO Named
Executive Officers
($)
​ ​
Minus Average
Reported Value of
Equity Awards(a)
($)
​ ​
Plus Average
Equity Award
Adjustments(b)
($)
​ ​
Equals Average
Compensation
Actually Paid to
Non-PEO Named
Executive Officers
($)
​
​ 2023 ​ ​ ​ ​ 1,784,636 ​ ​ ​ ​ ​ 566,025 ​ ​ ​ ​ ​ 1,245,098 ​ ​ ​ ​ ​ 2,463,709 ​ ​
​ 2022 ​ ​ ​ ​ 1,437,513 ​ ​ ​ ​ ​ 698,636 ​ ​ ​ ​ ​ 653,882 ​ ​ ​ ​ ​ 1,392,760 ​ ​
​ 2021 ​ ​ ​ ​ 1,259,474 ​ ​ ​ ​ ​ 325,488 ​ ​ ​ ​ ​ 352,947 ​ ​ ​ ​ ​ 1,286,933 ​ ​
​
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year, which are comprised of performance share units and restricted stock granted from 2016 through 2023.
​
(b)
The values provided in the Average Equity Award Adjustments column were determined as follows:
​
​
Year
​ ​
Average YE
Value of
Respective Year
Awards
Outstanding as
of YE
($)
​ ​
Plus Average
Change in Value
as of YE for
Prior Year
Awards
Outstanding as
of YE
($)
​ ​
Plus Average Change
in Value as of Vesting
Date for Prior Year
Awards that Vested
During the Year
($)
​ ​
Minus Average
Value as of YE for
Any Equity Awards
Previously Granted
that Failed to Vest in
the Current Year
($)
​ ​
Equals Average
Value of Equity
Award
Adjustments
($)
​
​ 2023 ​ ​ ​ ​ 719,960 ​ ​ ​ ​ ​ 370,099 ​ ​ ​ ​ ​ 155,039 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 1,245,098 ​ ​
​ 2022 ​ ​ ​ ​ 354,303 ​ ​ ​ ​ ​ 204,471 ​ ​ ​ ​ ​ 95,108 ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ 653,882 ​ ​
​ 2021 ​ ​ ​ ​ 213,199 ​ ​ ​ ​ ​ 91,910 ​ ​ ​ ​ ​ 60,961 ​ ​ ​ ​ ​ 13,122 ​ ​ ​ ​ ​ 352,947 ​ ​
The amounts are based on the fair value of the equity awards as of the applicable year end or vesting date as required by SEC rules. Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used for grant date fair value purposes. Restricted stock awards are valued based on the stock price on the relevant measurement date. Performance stock units are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC 718 purposes, and the stock price on the relevant measurement date.
   
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative TSR
[MISSING IMAGE: bc_comptsr-pn.jpg]
   
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income
[MISSING IMAGE: bc_compnetincome-pn.jpg]
   
Compensation Actually Paid vs. Company Selected Measure
Compensation Actually Paid and EPS
[MISSING IMAGE: bc_compeps-pn.jpg]
   
Total Shareholder Return Vs Peer Group
Cumulative TSR of the Company and Cumulative TSR of the Peer Group
[MISSING IMAGE: lc_comptsrpeer-pn.jpg]
   
Tabular List, Table
FINANCIAL PERFORMANCE MEASURES
As described in greater detail in the Compensation Discussion and Analysis section, the Company’s compensation programs are designed to enable us to attract and retain the leadership talent that is necessary to successfully manage our strong earnings growth and return on invested capital objectives, while balancing necessary investment in the businesses in order to achieve attractive, long-term shareholder returns. As required by Item 402(v) of Regulation S-K, the following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the Company’s NEOs for 2023:
​ ​
▶
Earnings per Share
​
▶
Net Income
​
▶
Return on Assets
​
▶
Capital Requirements (Basel III Capital Rules)
​
 ​
   
Total Shareholder Return Amount $ 242.98 173.04 274.27
Peer Group Total Shareholder Return Amount 128.21 136.72 161.72
Net Income (Loss) $ 163,600,000 $ 156,400,000 $ 141,700,000
Company Selected Measure Amount | $ / shares 5.99 5.26 4.38
PEO Name Brett L. Pharr    
Measure:: 1      
Pay vs Performance Disclosure      
Name Earnings per Share    
Non-GAAP Measure Description
(8)
The “Company-Selected Measure” ​(as defined in Item 402(v) of Regulation S-K, is our diluted earnings per share (“EPS”), as reflected in the Company’s audited financial statements for the applicable fiscal year.
   
Measure:: 2      
Pay vs Performance Disclosure      
Name Net Income    
Measure:: 3      
Pay vs Performance Disclosure      
Name Return on Assets    
Measure:: 4      
Pay vs Performance Disclosure      
Name Capital Requirements (Basel III Capital Rules)    
PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (2,100,013) $ (2,556,981) $ (2,494,513)
PEO | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,293,771 1,563,388 4,896,747
PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 2,671,146 1,205,069 3,818,833
PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 395,817 263,664 984,671
PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 226,808 94,654 492,336
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 (399,093)
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (566,025) (698,636) (325,488)
Non-PEO NEO | Total Equity Awards Adjustments [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,245,098 653,882 352,947
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 719,960 354,303 213,199
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 370,099 204,471 91,910
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 155,039 95,108 60,961
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ (13,122)