Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
Pay Versus Performance | | | | | | | | | | | | | | Value of Initial Fixed $100 | | | | | | Average | | Investment Based on: | | Company | | Summary | | Summary | Average | Total | Peer Group | | Selected | | Compensation | Compensation | Compensation | Compensation | Shareholder | Total | | Measure | | Table Total | Actually Paid | Table Total for | Actually Paid to | Return | Shareholder | Net Income | Bookings | Year(1) | for PEO | to PEO (2) | Non-PEO NEOs | Non-PEO NEOs (2) | (“TSR”) | Return (3) | ($Millions) (4) | ($Millions) (5) | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | 2023 | $2,136,740 | $123,047,077 | $9,615,484 | $12,090,218 | $66 | $153 | ($1,159) | $3,521 | 2022 | $1,141,723 | ($574,303,416) | $10,820,908 | ($24,933,746) | $41 | $97 | ($934) | $2,872 | 2021 | $232,786,391 | $744,614,451 | $17,782,544 | $62,958,728 | $148 | $135 | ($503) | $2,726 |
| (1) | The PVP table reflects required disclosures for fiscal years 2023, 2022 and 2021, the year the Company first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act. The Principal Executive Officer (“PEO”) in all reporting years is David Baszucki. The non-PEO NEOs in the 2023 reporting year are Michael Guthrie, Manuel Bronstein, Craig Donato, Barbara Messing, Mark Reinstra and Daniel Sturman. The non-PEO NEOs in the 2022 reporting year are Michael Guthrie, Daniel Sturman, Barbara Messing and Mark Reinstra. The non-PEO NEOs in the 2021 reporting year are Michael Guthrie, Daniel Sturman, Manuel Bronstein, and Craig Donato. |
| (2) | “Compensation Actually Paid” (“CAP”) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table: |
| | | | | PEO(i)(ii)(iii) | Fiscal Year | 2021 | 2022 | 2023 | SCT Total Compensation | $232,786,391 | $1,141,723 | $2,136,740 | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | $0 | $0 | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($232,185,000) | $0 | $0 | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $562,902,500 | $0 | $0 | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $124,170,175 | ($505,206,983) | $115,919,544 | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $56,940,386 | ($70,238,155) | $4,990,793 | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | Compensation Actually Paid | $744,614,451 | ($574,303,416) | $123,047,077 |
| | | | | Average Non-NEO PEO(i)(ii)(iii) | Fiscal Year | 2021 | 2022 | 2023 | SCT Total Compensation | $17,782,544 | $10,820,908 | $9,615,484 | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | $0 | $0 | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($17,250,250) | ($10,186,779) | ($8,817,183) | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $21,196,156 | $4,768,744 | $6,178,511 | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $22,690,135 | ($18,691,504) | $2,310,013 | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $3,744,929 | $1,994,756 | $1,414,874 | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $14,795,214 | ($13,639,893) | $2,299,886 | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | ($911,367) | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | Compensation Actually Paid | $62,958,728 | ($24,933,746) | $12,090,218 |
| i. | The fair value of the CEO Long-Term Performance Award and performance stock units granted in 2022 used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC 718. The fair value of performance stock units granted in 2023 and restricted stock units used to calculate CAP was determined using the grant date fair value, in accordance with FASB ASC 718. |
| ii. | The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718. |
| iii. | Due to rounding, the total Compensation Actually Paid may not be the precise value obtained by adding and subtracting the numbers in the column. |
| (3) | The peer group index is comprised of the S&P 500 Information Technology Index, which is the industry line peer group reported in our Annual Report on Form 10 - K filed with the SEC on February 28, 2023. |
| (4) | Represents the Company's consolidated net loss, which includes the loss attributable to its noncontrolling interest. |
| (5) | The Company selected financial measure, as required by Item 402(v) of Regulation S-K, is Bookings, which, in our assessment, represents the most important financial measure linking 2023 NEO Compensation Actually Paid to Company performance. |
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| Company Selected Measure Name |
Bookings
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| Named Executive Officers, Footnote |
| (1) | The PVP table reflects required disclosures for fiscal years 2023, 2022 and 2021, the year the Company first became a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act. The Principal Executive Officer (“PEO”) in all reporting years is David Baszucki. The non-PEO NEOs in the 2023 reporting year are Michael Guthrie, Manuel Bronstein, Craig Donato, Barbara Messing, Mark Reinstra and Daniel Sturman. The non-PEO NEOs in the 2022 reporting year are Michael Guthrie, Daniel Sturman, Barbara Messing and Mark Reinstra. The non-PEO NEOs in the 2021 reporting year are Michael Guthrie, Daniel Sturman, Manuel Bronstein, and Craig Donato. |
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| Peer Group Issuers, Footnote |
| (3) | The peer group index is comprised of the S&P 500 Information Technology Index, which is the industry line peer group reported in our Annual Report on Form 10 - K filed with the SEC on February 28, 2023. |
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| PEO Total Compensation Amount |
$ 2,136,740
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$ 1,141,723
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$ 232,786,391
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| PEO Actually Paid Compensation Amount |
$ 123,047,077
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(574,303,416)
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744,614,451
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| Adjustment To PEO Compensation, Footnote |
| (2) | “Compensation Actually Paid” (“CAP”) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table: |
| | | | | PEO(i)(ii)(iii) | Fiscal Year | 2021 | 2022 | 2023 | SCT Total Compensation | $232,786,391 | $1,141,723 | $2,136,740 | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | $0 | $0 | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($232,185,000) | $0 | $0 | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $562,902,500 | $0 | $0 | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $124,170,175 | ($505,206,983) | $115,919,544 | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $56,940,386 | ($70,238,155) | $4,990,793 | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | Compensation Actually Paid | $744,614,451 | ($574,303,416) | $123,047,077 |
| i. | The fair value of the CEO Long-Term Performance Award and performance stock units granted in 2022 used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC 718. The fair value of performance stock units granted in 2023 and restricted stock units used to calculate CAP was determined using the grant date fair value, in accordance with FASB ASC 718. |
| ii. | The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718. |
| iii. | Due to rounding, the total Compensation Actually Paid may not be the precise value obtained by adding and subtracting the numbers in the column. |
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| Non-PEO NEO Average Total Compensation Amount |
$ 9,615,484
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10,820,908
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17,782,544
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 12,090,218
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(24,933,746)
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62,958,728
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (2) | “Compensation Actually Paid” (“CAP”) is calculated by taking Summary Compensation Table total compensation: a) less the stock award and stock option grant values; b) plus the year over year change in the fair value of stock and option awards that are unvested as of the end of the year, or vested or were forfeited during the year. The Company has not paid dividends historically and does not sponsor any pension arrangements; thus no adjustments are made for these items. Reconciliation of the Summary Compensation Table total compensation and CAP is summarized in the following table: |
| | | | | Average Non-NEO PEO(i)(ii)(iii) | Fiscal Year | 2021 | 2022 | 2023 | SCT Total Compensation | $17,782,544 | $10,820,908 | $9,615,484 | - Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | $0 | $0 | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($17,250,250) | ($10,186,779) | ($8,817,183) | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $21,196,156 | $4,768,744 | $6,178,511 | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $22,690,135 | ($18,691,504) | $2,310,013 | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $3,744,929 | $1,994,756 | $1,414,874 | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $14,795,214 | ($13,639,893) | $2,299,886 | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | ($911,367) | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | Compensation Actually Paid | $62,958,728 | ($24,933,746) | $12,090,218 |
| i. | The fair value of the CEO Long-Term Performance Award and performance stock units granted in 2022 used to calculate CAP was determined using a Monte Carlo simulation valuation model, in accordance with FASB ASC 718. The fair value of performance stock units granted in 2023 and restricted stock units used to calculate CAP was determined using the grant date fair value, in accordance with FASB ASC 718. |
| ii. | The fair value of option awards used to calculate CAP was determined using the Black-Scholes option pricing model, in accordance with FASB 718. |
| iii. | Due to rounding, the total Compensation Actually Paid may not be the precise value obtained by adding and subtracting the numbers in the column. |
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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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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
Most Important Metric Used for Linking Pay and Performance As described in the Compensation Discussion and Analysis, our executive compensation program reflects a pay-for-performance philosophy and compensation decisions are made each year taking into account a number of factors. Target pay levels are primarily set based on individual performance, scope of responsibility, an annual assessment of pay competitiveness within the market, and overall Company performance. Below is an unranked list of the most important financial performance measures that we use to link Compensation Actually Paid to the Company’s performance in the most recently completed fiscal year: | ◼ | Covenant Adjusted EBITDA |
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| Total Shareholder Return Amount |
$ 66
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41
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148
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| Peer Group Total Shareholder Return Amount |
153
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97
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135
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| Net Income (Loss) |
$ (1,159,000,000)
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$ (934,000,000)
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$ (503,000,000)
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| Company Selected Measure Amount |
3,521,000,000
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2,872,000,000
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2,726,000,000
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| PEO Name |
David Baszucki
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Bookings
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| Non-GAAP Measure Description |
| (5) | The Company selected financial measure, as required by Item 402(v) of Regulation S-K, is Bookings, which, in our assessment, represents the most important financial measure linking 2023 NEO Compensation Actually Paid to Company performance. |
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Covenant Adjusted EBITDA
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Stock Price
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| PEO | Change in Pension Value and Above Market Non-Qualified Deferred Compensation |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
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$ 0
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$ 0
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| PEO | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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(232,185,000)
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| PEO | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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562,902,500
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| PEO | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
115,919,544
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(505,206,983)
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124,170,175
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| PEO | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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0
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| PEO | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
4,990,793
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(70,238,155)
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56,940,386
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| PEO | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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0
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| PEO | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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0
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| Non-PEO NEO | Change in Pension Value and Above Market Non-Qualified Deferred Compensation |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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0
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| Non-PEO NEO | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(8,817,183)
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(10,186,757)
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(17,250,250)
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| Non-PEO NEO | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
6,178,511
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4,768,744
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21,196,156
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| Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
2,310,013
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(18,691,504)
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22,690,135
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| Non-PEO NEO | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,414,874
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1,994,756
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3,744,929
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| Non-PEO NEO | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
2,299,886
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(13,639,893)
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14,795,214
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| Non-PEO NEO | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(911,367)
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0
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0
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| Non-PEO NEO | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
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$ 0
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$ 0
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