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 |
The SEC has adopted a rule requiring annual disclosure of pay versus performance which shows the relationship between executive compensation actually paid and the Company’s performance. The following pay versus performance disclosure is based on permitted methodology pursuant to the SEC guidance under Item 402(v) of Regulation S-K. Our CEO is the principal executive officer (“PEO”). The following table sets forth information concerning the compensation of our PEO and other NEOs for each of the fiscal years ending December 31, 2020, 2021, 2022 and 2023 and our financial performance for each such fiscal year:
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Actually Paid to PEO (1,2,3) |
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| 2023 |
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$30,310,962 |
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$60,423,730 |
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$3,097,390 |
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$ 8,082,513 |
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$521 |
|
$121 |
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$ 500 |
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$4,113 |
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| 2022 |
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$10,762,373 |
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$10,654,884 |
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$2,808,655 |
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$ 2,810,727 |
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$321 |
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$111 |
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$ 923 |
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$3,929 |
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| 2021 |
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$ 8,761,455 |
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$19,701,296 |
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$3,359,019 |
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$ 5,536,118 |
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$333 |
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$126 |
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$1,454 |
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$3,233 |
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| 2020 |
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$ 9,261,290 |
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$40,893,899 |
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$3,689,256 |
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$12,707,838 |
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$248 |
|
$ 96 |
|
$ 307 |
|
$2,353 |
(1) |
The PEO in each covered year is Jay Bray. The individuals comprising the Non-PEO NEOs for each covered year presented are listed below: |
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2020 |
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2021 |
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2022 |
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2023 |
| Eldridge Burns |
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Eldridge Burns |
|
Jaime Gow |
|
Jaime Gow |
| Tony Ebers |
|
Tony Ebers |
|
Kurt Johnson |
|
Kurt Johnson |
| Christopher Marshall |
|
Christopher Marshall |
|
Christopher Marshall |
|
Christopher Marshall |
| Mike Rawls |
|
Mike Rawls |
|
Mike Rawls |
|
Carlos Pelayo |
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Mike Rawls |
(2) |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. |
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Total Amounts Reported in the Summary Compensation Table for Applicable FY |
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$ |
9,261,290 |
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$ |
3,689,256 |
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$ |
8,761,455 |
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$ |
3,359,019 |
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$ |
10,762,373 |
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$ |
2,808,655 |
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$ |
30,310,962 |
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$ |
3,097,390 |
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Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |
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$ |
(3,500,000 |
) |
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$ |
(937,504 |
) |
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$ |
(4,750,000 |
) |
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$ |
(1,612,511 |
) |
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$ |
(7,250,173 |
) |
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$ |
(1,527,056 |
) |
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$ |
(24,668,773 |
) |
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$ |
(1,280,932 |
) |
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Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
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$ |
16,442,974 |
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$ |
3,646,734 |
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$ |
7,960,519 |
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$ |
2,036,075 |
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$ |
4,777,273 |
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$ |
1,069,909 |
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$ |
31,666,309 |
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$ |
2,543,572 |
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Increase/deduction for Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
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$ |
18,658,901 |
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$ |
6,298,140 |
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$ |
6,974,323 |
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$ |
1,453,292 |
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$ |
(1,107,235 |
) |
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$ |
(163,698 |
) |
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$ |
13,560,323 |
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$ |
2,618,154 |
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Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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Increase/deduction for Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
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$ |
30,734 |
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$ |
11,212 |
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$ |
754,999 |
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$ |
300,243 |
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$ |
3,472,646 |
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$ |
622,917 |
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$ |
9,554,909 |
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$ |
1,104,329 |
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Deduction of ASC 718 Fair Value of Awards Granted during a Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
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– |
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– |
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– |
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– |
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– |
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– |
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Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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(4) |
We selected the S&P Composite 1500 Financials Index as our peer group for purposes of this disclosure. This index is also utilized in (a) our Annual Reports on Form 10-K in connection with the required performance graph and (b) our 2023 PSU plan to measure relative TSR. |
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| Company Selected Measure Name |
Tangible Book Value
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| Named Executive Officers, Footnote |
(1) |
The PEO in each covered year is Jay Bray. The individuals comprising the Non-PEO NEOs for each covered year presented are listed below: |
|
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|
|
|
|
|
2020 |
|
2021 |
|
2022 |
|
2023 |
| Eldridge Burns |
|
Eldridge Burns |
|
Jaime Gow |
|
Jaime Gow |
| Tony Ebers |
|
Tony Ebers |
|
Kurt Johnson |
|
Kurt Johnson |
| Christopher Marshall |
|
Christopher Marshall |
|
Christopher Marshall |
|
Christopher Marshall |
| Mike Rawls |
|
Mike Rawls |
|
Mike Rawls |
|
Carlos Pelayo |
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|
Mike Rawls |
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| Peer Group Issuers, Footnote |
We selected the S&P Composite 1500 Financials Index as our peer group for purposes of this disclosure.
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| PEO Total Compensation Amount |
$ 30,310,962
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$ 10,762,373
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$ 8,761,455
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$ 9,261,290
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| PEO Actually Paid Compensation Amount |
$ 60,423,730
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10,654,884
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19,701,296
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40,893,899
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| Adjustment To PEO Compensation, Footnote |
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Total Amounts Reported in the Summary Compensation Table for Applicable FY |
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$ |
9,261,290 |
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$ |
3,689,256 |
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$ |
8,761,455 |
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$ |
3,359,019 |
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$ |
10,762,373 |
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$ |
2,808,655 |
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$ |
30,310,962 |
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$ |
3,097,390 |
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Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |
|
$ |
(3,500,000 |
) |
|
$ |
(937,504 |
) |
|
$ |
(4,750,000 |
) |
|
$ |
(1,612,511 |
) |
|
$ |
(7,250,173 |
) |
|
$ |
(1,527,056 |
) |
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$ |
(24,668,773 |
) |
|
$ |
(1,280,932 |
) |
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|
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
|
$ |
16,442,974 |
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|
$ |
3,646,734 |
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$ |
7,960,519 |
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$ |
2,036,075 |
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$ |
4,777,273 |
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$ |
1,069,909 |
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$ |
31,666,309 |
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$ |
2,543,572 |
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Increase/deduction for Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
|
$ |
18,658,901 |
|
|
$ |
6,298,140 |
|
|
$ |
6,974,323 |
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|
$ |
1,453,292 |
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$ |
(1,107,235 |
) |
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$ |
(163,698 |
) |
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$ |
13,560,323 |
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$ |
2,618,154 |
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Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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Increase/deduction for Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
|
$ |
30,734 |
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$ |
11,212 |
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$ |
754,999 |
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$ |
300,243 |
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$ |
3,472,646 |
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$ |
622,917 |
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$ |
9,554,909 |
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$ |
1,104,329 |
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Deduction of ASC 718 Fair Value of Awards Granted during a Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
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– |
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– |
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– |
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– |
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Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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– |
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| Non-PEO NEO Average Total Compensation Amount |
$ 3,097,390
|
2,808,655
|
3,359,019
|
3,689,256
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 8,082,513
|
2,810,727
|
5,536,118
|
12,707,838
|
| Adjustment to Non-PEO NEO Compensation Footnote |
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Total Amounts Reported in the Summary Compensation Table for Applicable FY |
|
$ |
9,261,290 |
|
|
$ |
3,689,256 |
|
|
$ |
8,761,455 |
|
|
$ |
3,359,019 |
|
|
$ |
10,762,373 |
|
|
$ |
2,808,655 |
|
|
$ |
30,310,962 |
|
|
$ |
3,097,390 |
|
|
|
|
|
|
|
|
|
|
Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |
|
$ |
(3,500,000 |
) |
|
$ |
(937,504 |
) |
|
$ |
(4,750,000 |
) |
|
$ |
(1,612,511 |
) |
|
$ |
(7,250,173 |
) |
|
$ |
(1,527,056 |
) |
|
$ |
(24,668,773 |
) |
|
$ |
(1,280,932 |
) |
|
|
|
|
|
|
|
|
|
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
|
$ |
16,442,974 |
|
|
$ |
3,646,734 |
|
|
$ |
7,960,519 |
|
|
$ |
2,036,075 |
|
|
$ |
4,777,273 |
|
|
$ |
1,069,909 |
|
|
$ |
31,666,309 |
|
|
$ |
2,543,572 |
|
|
|
|
|
|
|
|
|
|
Increase/deduction for Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
|
$ |
18,658,901 |
|
|
$ |
6,298,140 |
|
|
$ |
6,974,323 |
|
|
$ |
1,453,292 |
|
|
$ |
(1,107,235 |
) |
|
$ |
(163,698 |
) |
|
$ |
13,560,323 |
|
|
$ |
2,618,154 |
|
|
|
|
|
|
|
|
|
|
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
Increase/deduction for Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
|
$ |
30,734 |
|
|
$ |
11,212 |
|
|
$ |
754,999 |
|
|
$ |
300,243 |
|
|
$ |
3,472,646 |
|
|
$ |
622,917 |
|
|
$ |
9,554,909 |
|
|
$ |
1,104,329 |
|
|
|
|
|
|
|
|
|
|
Deduction of ASC 718 Fair Value of Awards Granted during a Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
|
| Tabular List, Table |
2023 Performance Measures For fiscal year 2023, our Compensation Committee identified the performance measures listed below (listed in no particular order) as the most important in its compensation-setting process for our NEOs:
|
|
|
|
|
Financial Performance Measures |
| |
|
|
Tangible Book Value |
|
Relative TSR |
|
Adjusted EBT |
|
|
|
|
| Total Shareholder Return Amount |
$ 521
|
321
|
333
|
248
|
| Peer Group Total Shareholder Return Amount |
121
|
111
|
126
|
96
|
| Net Income (Loss) |
$ 500,000,000
|
$ 923,000,000
|
$ 1,454,000,000
|
$ 307,000,000
|
| Company Selected Measure Amount |
4,113,000,000
|
3,929,000,000
|
3,233,000,000
|
2,353,000,000
|
| PEO Name |
Jay Bray
|
|
|
|
| Measure:: 1 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Tangible Book Value
|
|
|
|
| Non-GAAP Measure Description |
Refer to our Compensation Discussion and Analysis section above and Annex A—Non-GAAP Measures for definitions of non-GAAP measures utilized herein.
|
|
|
|
| Measure:: 2 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Relative TSR
|
|
|
|
| Measure:: 3 |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Name |
Adjusted EBT
|
|
|
|
| PEO | Amounts Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table for Applicable FY [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ (24,668,773)
|
$ (7,250,173)
|
$ (4,750,000)
|
$ (3,500,000)
|
| PEO | ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
31,666,309
|
4,777,273
|
7,960,519
|
16,442,974
|
| PEO | Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
13,560,323
|
(1,107,235)
|
6,974,323
|
18,658,901
|
| PEO | Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
9,554,909
|
3,472,646
|
754,999
|
30,734
|
| Non-PEO NEO | Amounts Reported under the Stock Awards and Option Awards Columns in the Summary Compensation Table for Applicable FY [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,280,932)
|
(1,527,056)
|
(1,612,511)
|
(937,504)
|
| Non-PEO NEO | ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,543,572
|
1,069,909
|
2,036,075
|
3,646,734
|
| Non-PEO NEO | Awards Granted during a Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
2,618,154
|
(163,698)
|
1,453,292
|
6,298,140
|
| Non-PEO NEO | Awards Granted during a Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date [Member] |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 1,104,329
|
$ 622,917
|
$ 300,243
|
$ 11,212
|
