Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
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Summary Compensation Table Total for PEO Flanagan (1) |
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Compensation Actually Paid to PEO Flanagan (1)(2) |
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Summary Compensation Table Total for Former PEO Kessler (3) |
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Compensation Actually Paid to Former PEO Kessler (3)(2) |
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Summary Compensation Table Total for Former PEO Rintoul (4) |
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Compensation Actually Paid to Former PEO Rintoul (4)(2) |
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Average Summary Compensation Table Total for Non-PEO Named Executive Officers (5) |
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Average Compensation Actually Paid to Non-PEO Named Executive Officers (5)(6) |
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Value of Initial Fixed $100 |
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GrafTech Total Stockholder Return |
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NYSE Arca Steel Index (TR) |
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1,535,021 |
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808,453 |
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3,521,684 |
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674,631 |
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N/A |
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N/A |
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1,423,584 |
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727,028 |
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$19 |
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$238 |
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(255,250) |
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20,484 |
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N/A |
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N/A |
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1,407,268 |
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1,153,710 |
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1,406,150 |
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1,405,993 |
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1,538,305 |
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1,097,819 |
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$42 |
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$179 |
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382,962 |
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536,464 |
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N/A |
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N/A |
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N/A |
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N/A |
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3,445,257 |
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4,377,435 |
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6,471,272 |
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6,656,296 |
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$104 |
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$156 |
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388,330 |
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669,940 |
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N/A |
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N/A |
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N/A |
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N/A |
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2,433,525 |
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2,691,429 |
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1,146,426 |
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1,248,844 |
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$93 |
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$121 |
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434,374 |
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658,946 |
(1) |
Mr. Flanagan was appointed Interim Chief Executive Officer and President as of November 15, 2023 and became our Chief Executive Officer and President on March 26, 2024. Mr. Flanagan previously served as our Chief Financial Officer, Senior Vice President Finance and Treasurer since November 29, 2021. Our principal executive officer is referred to as the “PEO” in this disclosure. Mr. Flanagan was one of our PEOs during 2023. |
(2) |
“Compensation actually paid” to our CEO and each of our former CEOs in each of 2023, 2022, 2021, and 2020 (each, a “Covered Year”), as applicable, reflects the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not necessarily reflect the actual amount of compensation earned by or paid to our CEO or each of our former CEOs during the applicable year. For information regarding the decisions made by our Human Resources and Compensation Committee in regards to the CEO’s and each of our former CEOs’ compensation for each fiscal year, please see the “ Compensation Discussion & Analysis ” sections of the proxy statements reporting pay for the fiscal years covered in the table above. |
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Less: Stock Award Values Reported in SCT for the Covered Year |
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$(765,850) |
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$(1,170,960) |
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- |
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$(446,112) |
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$(612,905) |
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$(2,005,011) |
Less: Option Award Values Reported in SCT for the Covered Year |
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$(259,307) |
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$(662,909) |
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- |
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$(244,961) |
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$(130,866) |
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$(545,275) |
Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in the Covered Year |
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$1,426,122 |
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$903 |
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$255 |
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$437,515 |
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$153,054 |
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$421,261 |
Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year |
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$85,601 |
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- |
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$(412) |
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- |
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$(148,367) |
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- |
Change in Fair Value (from Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year |
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$(145,001) |
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$675,793 |
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- |
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- |
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$12,515 |
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$70,374 |
Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year |
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$(83,661) |
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$2,089,351 |
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- |
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- |
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- |
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- |
Less: Prior Year-End Fair Value of Stock and Option Awards Forfeited in the Covered Year |
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- |
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- |
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- |
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- |
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- |
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$(788,402) |
Compensation Actually Paid |
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(3) |
Mr. Kessler was one of our PEOs during each of 2023 and 2022. Mr. Kessler resigned from the Company as our Chief Executive Officer and President as of November 15, 2023. |
(4) |
Mr. David J. Rintoul was our PEO during 2020 and 2021, and one of our PEOs during 2022. Mr. Rintoul resigned from the Company as our Chief Executive Officer and President on June 30, 2022. |
(5) |
The identity of the non-PEO NEOs for each of 2023, 2022, 2021 and 2020 are as follows: |
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2020 |
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Quinn J. Coburn, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning |
2021 |
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Timothy K. Flanagan, Quinn J. Coburn, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning |
2022 |
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Timothy K. Flanagan, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning |
2023 |
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Catherine Hedoux-Delgado, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning |
(6) |
Average “compensation actually paid” for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not necessarily reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Human Resources and Compensation Committee in regards to the non-PEO NEOs’ compensation for each fiscal year, please see the “ Compensation Discussion & Analysis ” sections of the proxy statements reporting pay for the fiscal years covered in the table above. |
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Less: Stock Award Values Reported in SCT for the Covered Year |
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$(238,765) |
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$(334,400) |
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$(525,690) |
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$(547,345) |
Less: Option Award Values Reported in SCT for the Covered Year |
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$(80,843) |
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$(194,973) |
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$(228,750) |
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$(168,122) |
Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in the Covered Year |
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$442,880 |
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- |
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$331,139 |
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$138,925 |
Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year |
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$5,333 |
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$(1,126) |
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$(10,251) |
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$(130,762) |
Change in Fair Value (from Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year |
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$(26,400) |
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$108,379 |
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$(6,934) |
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$10,748 |
Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year |
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$213 |
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$617,144 |
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- |
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- |
Less: Prior Year-End Fair Value of Stock and Option Awards Forfeited in the Covered Year |
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- |
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- |
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- |
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- |
Compensation Actually Paid |
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(7) |
A non-GAAP financial measure. See Appendix A to this Proxy Statement for additional information, including how we define this financial measure and a reconciliation to Net (Loss) Income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. Please see the “ Compensation Discussion and Analysis ” section above for more information about adjusted EBITDA, including how we use it in our executive compensation program. |
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Company Selected Measure Name |
adjusted EBITDA
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Named Executive Officers, Footnote |
(5) |
The identity of the non-PEO NEOs for each of 2023, 2022, 2021 and 2020 are as follows: |
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2020 |
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Quinn J. Coburn, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning |
2021 |
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Timothy K. Flanagan, Quinn J. Coburn, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning |
2022 |
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Timothy K. Flanagan, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning |
2023 |
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Catherine Hedoux-Delgado, Jeremy S. Halford, Iñigo Perez Ortiz, Gina K. Gunning |
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Adjustment To PEO Compensation, Footnote |
(2) |
“Compensation actually paid” to our CEO and each of our former CEOs in each of 2023, 2022, 2021, and 2020 (each, a “Covered Year”), as applicable, reflects the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not necessarily reflect the actual amount of compensation earned by or paid to our CEO or each of our former CEOs during the applicable year. For information regarding the decisions made by our Human Resources and Compensation Committee in regards to the CEO’s and each of our former CEOs’ compensation for each fiscal year, please see the “ Compensation Discussion & Analysis ” sections of the proxy statements reporting pay for the fiscal years covered in the table above. |
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Less: Stock Award Values Reported in SCT for the Covered Year |
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$(765,850) |
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$(1,170,960) |
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- |
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$(446,112) |
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$(612,905) |
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$(2,005,011) |
Less: Option Award Values Reported in SCT for the Covered Year |
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$(259,307) |
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$(662,909) |
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- |
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$(244,961) |
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$(130,866) |
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$(545,275) |
Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in the Covered Year |
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$1,426,122 |
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$903 |
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$255 |
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$437,515 |
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$153,054 |
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$421,261 |
Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year |
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$85,601 |
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- |
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$(412) |
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- |
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$(148,367) |
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- |
Change in Fair Value (from Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year |
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$(145,001) |
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$675,793 |
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- |
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- |
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$12,515 |
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$70,374 |
Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year |
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$(83,661) |
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$2,089,351 |
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- |
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- |
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- |
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- |
Less: Prior Year-End Fair Value of Stock and Option Awards Forfeited in the Covered Year |
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- |
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- |
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- |
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- |
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- |
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$(788,402) |
Compensation Actually Paid |
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Non-PEO NEO Average Total Compensation Amount |
$ 1,423,584
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$ 1,538,305
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$ 6,471,272
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$ 1,146,426
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 727,028
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1,097,819
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6,656,296
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1,248,844
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Adjustment to Non-PEO NEO Compensation Footnote |
(6) |
Average “compensation actually paid” for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in the table above do not necessarily reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Human Resources and Compensation Committee in regards to the non-PEO NEOs’ compensation for each fiscal year, please see the “ Compensation Discussion & Analysis ” sections of the proxy statements reporting pay for the fiscal years covered in the table above. |
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Less: Stock Award Values Reported in SCT for the Covered Year |
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$(238,765) |
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$(334,400) |
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$(525,690) |
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$(547,345) |
Less: Option Award Values Reported in SCT for the Covered Year |
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$(80,843) |
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$(194,973) |
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$(228,750) |
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$(168,122) |
Plus: Covered Year-End Fair Value for Stock and Option Awards Granted in the Covered Year |
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$442,880 |
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- |
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$331,139 |
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$138,925 |
Change in Fair Value (from Prior Year-End to Covered Year-End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year |
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$5,333 |
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$(1,126) |
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$(10,251) |
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$(130,762) |
Change in Fair Value (from Prior Year-End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year |
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$(26,400) |
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$108,379 |
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$(6,934) |
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$10,748 |
Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year |
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$213 |
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$617,144 |
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- |
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- |
Less: Prior Year-End Fair Value of Stock and Option Awards Forfeited in the Covered Year |
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- |
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- |
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- |
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- |
Compensation Actually Paid |
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Compensation Actually Paid vs. Total Shareholder Return |
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Compensation Actually Paid vs. Net Income |
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Compensation Actually Paid vs. Company Selected Measure |
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Tabular List, Table |
Tabular List of Performance Measures Listed below are the performance measures that in our assessment represent the most important performance measures used by us to link compensation actually paid to our named executive officers for 2023 to Company performance.
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Adjusted EBITDA |
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Financial Measure |
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A non-GAAP financial measure. See Appendix A to this Proxy Statement for additional information, including how we define this financial measure and a reconciliation to Net (Loss) Income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP. |
Adjusted Free Cash Flow |
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Financial Measure |
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A non-GAAP financial measure. See Appendix A to this Proxy Statement for additional information, including how we define this financial measure and a reconciliation to Net Cash Provided by Operating Activities, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP . |
Relative Total Shareholder Return |
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Financial Measure |
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Our PSUs are based on our relative total shareholder return achievement, with total shareholder return (measured by stock performance price and any dividends reinvested) for us compared against that for a peer group. |
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Total Shareholder Return Amount |
$ 19
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42
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104
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93
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Peer Group Total Shareholder Return Amount |
238
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179
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156
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121
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Net Income (Loss) |
$ (255,250,000)
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$ 382,962,000
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$ 388,330,000
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$ 434,374,000
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Company Selected Measure Amount |
20,484,000
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536,464,000
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669,940,000
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658,946,000
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Measure:: 1 |
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Pay vs Performance Disclosure |
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Name |
Adjusted EBITDA
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Non-GAAP Measure Description |
A non-GAAP financial measure. See Appendix A to this Proxy Statement for additional information, including how we define this financial measure and a reconciliation to Net (Loss) Income, the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP.
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Measure:: 2 |
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Pay vs Performance Disclosure |
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Name |
Adjusted Free Cash Flow
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Measure:: 3 |
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Pay vs Performance Disclosure |
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Name |
Relative Total Shareholder Return
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Flanagan [Member] |
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Pay vs Performance Disclosure |
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PEO Total Compensation Amount |
$ 1,535,021
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PEO Actually Paid Compensation Amount |
$ 808,453
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PEO Name |
Mr. Flanagan
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Kessler [Member] |
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Pay vs Performance Disclosure |
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PEO Total Compensation Amount |
$ 3,521,684
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$ 1,407,268
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PEO Actually Paid Compensation Amount |
$ 674,631
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1,153,710
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PEO Name |
Mr. Kessler
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David J. Rintoul [Member] |
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Pay vs Performance Disclosure |
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PEO Total Compensation Amount |
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1,406,150
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$ 3,445,257
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$ 2,433,525
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PEO Actually Paid Compensation Amount |
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1,405,993
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4,377,435
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2,691,429
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PEO Name |
Mr. David J. Rintoul
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PEO | Flanagan [Member] | Stock Award Values Reported in SCT for the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ (612,905)
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PEO | Flanagan [Member] | Option Award Values Reported in SCT for the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(130,866)
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PEO | Flanagan [Member] | Covered Year End Fair Value for Stock and Option Awards Granted in the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
153,054
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PEO | Flanagan [Member] | Change in Fair Value (from Prior Year End to Covered Year End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(148,367)
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PEO | Flanagan [Member] | Change in Fair Value (from Prior Year End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
12,515
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PEO | Kessler [Member] | Stock Award Values Reported in SCT for the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(2,005,011)
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(446,112)
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PEO | Kessler [Member] | Option Award Values Reported in SCT for the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(545,275)
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(244,961)
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PEO | Kessler [Member] | Covered Year End Fair Value for Stock and Option Awards Granted in the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
421,261
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437,515
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PEO | Kessler [Member] | Change in Fair Value (from Prior Year End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
70,374
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PEO | Kessler [Member] | Fair Value of Stock and Option Awards Forfeited in the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(788,402)
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PEO | David J. Rintoul [Member] | Stock Award Values Reported in SCT for the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
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(1,170,960)
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(765,850)
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PEO | David J. Rintoul [Member] | Option Award Values Reported in SCT for the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
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(662,909)
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(259,307)
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PEO | David J. Rintoul [Member] | Covered Year End Fair Value for Stock and Option Awards Granted in the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
|
255
|
903
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1,426,122
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PEO | David J. Rintoul [Member] | Change in Fair Value (from Prior Year End to Covered Year End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
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(412)
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|
85,601
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PEO | David J. Rintoul [Member] | Change in Fair Value (from Prior Year End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
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675,793
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(145,001)
|
PEO | David J. Rintoul [Member] | Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
|
2,089,351
|
(83,661)
|
Non-PEO NEO | Stock Award Values Reported in SCT for the Covered Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(547,345)
|
(525,690)
|
(334,400)
|
(238,765)
|
Non-PEO NEO | Option Award Values Reported in SCT for the Covered Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(168,122)
|
(228,750)
|
(194,973)
|
(80,843)
|
Non-PEO NEO | Covered Year End Fair Value for Stock and Option Awards Granted in the Covered Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
138,925
|
331,139
|
|
442,880
|
Non-PEO NEO | Change in Fair Value (from Prior Year End to Covered Year End) of Outstanding Unvested Stock and Option Awards Granted Prior to Covered Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(130,762)
|
(10,251)
|
(1,126)
|
5,333
|
Non-PEO NEO | Change in Fair Value (from Prior Year End to Vesting Date) of Stock and Option Awards Granted Prior to Covered Year that Vested in the Covered Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ 10,748
|
$ (6,934)
|
108,379
|
(26,400)
|
Non-PEO NEO | Fair Value as of Vesting Date for Stock and Option Awards Granted and Vested in the Covered Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
|
|
$ 617,144
|
$ 213
|