ONE GAS, INC., DEF 14A filed on 4/5/2023
Proxy Statement (definitive)
v3.23.1
Cover
12 Months Ended
Dec. 31, 2022
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ONE Gas, Inc.
Entity Central Index Key 0001587732
v3.23.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
PAY VERSUS PERFORMANCE
Our CEO is the principal executive officer (“PEO”). 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,
we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other NEOS (i.e., the
non-PEO
NEOs) and ce
rtain
financial performance of the Company. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Company’s
pay-for-performance
philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis.
Pay versus Performance Table
 
   
Summary
Compensation
Table Total for
CEO
(McAnnally)
                     
Average
Summary
Comp Table
Total for
Other NEOs
         
Value of Initial Fixed $100
Investment Based On:
         
Company
Selected
Performance
Measure:
EPS
(5)
 
Year
(1)
 
Compensation
Actually Paid
to CEO
(McAnnally)
(2)
   
Summary
Comp Table
Total for CEO
(Norton)
   
Compensation
Actually Paid
to CEO
(Norton)
(2)
   
Average
Compensation
Actually Paid
to Other NEOs
(3)
   
ONE Gas
Cumulative
TSR
   
Benchmarking
Peer Group
Cumulative
TSR
(4)
   
Net Income
($Mn)
 
                     
2022
    $3,474,198       $2,938,903       N/A       N/A       $1,323,263       $1,269,028       $88.46       $103.89       $221.74       $4.08  
                     
2021
    $2,584,173       $2,286,142       $4,331,191       ($1,331,503     $1,422,177       $1,081,408       $87.94       $98.68       $206.43       $3.85  
                     
2020
    N/A       N/A       $5,388,789       $2,346,059       $1,828,178       $1,062,915       $84.27       $87.65       $196.41       $3.68  
 
(1)
The CEO and other NEOs for the indicated years were as follows:
 
 
 
 
For 2022, our CEO was Robert S. McAnnally and our other NEOs were Caron A Lawhorn, Curtis L Dinan, Joseph L. McCormick and Mark A. Bender.
 
 
 
 
For 2021, our CEO was Robert S. McAnnally, our former CEO was Pierce H. Norton II, and our other NEOs were Caron A. Lawhorn, Curtis L. Dinan, Joseph L. McCormick and Mark A. Bender.
 
 
 
 
For 2020, our CEO was Pierce H. Norton II and our other NEOs were Caron A. Lawhorn, Curtis L. Dinan, Robert S. McAnnally and Joseph L. McCormick.
 
(2)
Amounts reported in this column are based on total compensation reported for our CEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.
 
   
2022
   
2021
   
2021
   
2020
 
         
    
Robert S.
McAnnally
   
Robert S.
McAnnally
   
Pierce H.
Norton II
   
Pierce H.
Norton II
 
         
Total Compensation for CEO as reported SCT for the covered year
  $ 3,474,198     $ 2,584,173     $ 4,331,191     $ 5,388,789  
         
Deduct
pension values reported in SCT for the covered year
  $ 0     $ 0     ($ 1,098,395   ($ 1,442,205
         
Deduct
grant date fair value of equity awards reported in SCT for the covered year
  ($   2,152,533   ($   1,537,575   ($   2,437,725   ($   2,109,106
         
Add
pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year
  $ 0     $ 0     $ 184,703     $ 325,884  
         
Add
fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year
  $ 1,908,607     $ 1,517,985     $ 152,342     $ 1,850,433  
         
Add
fair value as of the vesting date of any awards granted in the covered year that vested during the covered year
  $ 0     $ 0     $ 52,405     $ 0  
         
Add
dividends paid on unvested shares/share units and stock options
  $ 0     $ 0     $ 0     $ 0  
         
Add
the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year
  ($ 334,960   ($ 195,658   ($ 1,897,221   ($ 1,114,737
         
Add
the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year
  $ 43,590     ($ 82,783   ($ 369,701   ($ 552,999
         
Subtract
the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year
  $ 0     $ 0     ($ 249,101   $ 0  
         
Compensation Actually Paid to CEO
 
$  2,938,903
   
$  2,286,142
   
($  1,331,503)
   
$  2,346,059
 
 
Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
 
(3)
Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in
the Summa
ry Compensation Table for the indicated fiscal years and adjusted as shown in the table below.
 
    
2022
   
2021
   
2020
 
       
Average of the Total Compensation for the Other NEOs as reported SCT
  $ 1,323,263     $ 1,422,177     $ 1,828,178  
       
Deduct
pension values reported in SCT for the covered year
  $ 0     ($ 176,483   ($ 457,413
       
Deduct
grant date fair value of equity awards reported in SCT for the covered year
  ($ 597,911   ($ 540,767   ($ 573,146
       
Add
pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year
  $ 122,501     $ 139,947     $ 129,215  
       
Add
fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year
  $ 530,153     $ 516,179     $ 524,921  
       
Add
fair value as of the vesting date of any awards granted in the covered year that vested during the covered year
  $ 0     $ 0     $ 0  
       
Add
dividends paid on unvested shares/share units and stock options
  $ 0     $ 0     $ 0  
       
Add
the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year
  ($ 149,362   ($ 202,781   ($ 252,802
       
Add
the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year
  $ 40,384     ($ 76,864   ($ 136,038
       
Subtract
the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year
  $ 0     $ 0     $ 0  
       
Average of the Compensation Actually Paid to Other NEOs
  $ 1,269,028     $ 1,081,408     $ 1,062,915  
Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
 
(4)
The companies that composed the benchmarking peer group for each covered fiscal year were as follows:
 
 
 
 
Alliant Energy Corporation (LNT)
 
 
 
 
Atmos Energy Corporation (ATO)
 
 
 
 
Avista Corporation (AVA)
 
 
 
 
IDACORP, Inc. (IDA)
 
 
 
 
New Jersey Resources (NJR)
 
 
 
 
Northwest Natural Holding Company (NWN)
 
 
 
 
NorthWestern Corporation (NWE)
 
 
 
 
Pinnacle West Capital Corporation (PNW)
 
 
 
 
PNM Resources, Inc. (PNM)
 
 
 
 
Portland General Electric Co. (POR)
 
 
 
 
South Jersey Industry (SJI)
 
 
 
 
Southwest Gas Holdings (SWX)
 
 
 
 
Spire (SR)
 
(5)
In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measure (as determined by the C
ompan
y) used to link compensation actually paid to our executive officer to company performance for the most recently completed fiscal year. The Company determined EPS, which is a metric included in our incentive program, meets this requirement and therefore, we h
ave
included this performance measure in the Pay versus Performance table.
   
Company Selected Measure Name EPS    
Named Executive Officers, Footnote [Text Block]
(1)
The CEO and other NEOs for the indicated years were as follows:
 
 
 
 
For 2022, our CEO was Robert S. McAnnally and our other NEOs were Caron A Lawhorn, Curtis L Dinan, Joseph L. McCormick and Mark A. Bender.
 
 
 
 
For 2021, our CEO was Robert S. McAnnally, our former CEO was Pierce H. Norton II, and our other NEOs were Caron A. Lawhorn, Curtis L. Dinan, Joseph L. McCormick and Mark A. Bender.
 
 
 
 
For 2020, our CEO was Pierce H. Norton II and our other NEOs were Caron A. Lawhorn, Curtis L. Dinan, Robert S. McAnnally and Joseph L. McCormick.
   
Peer Group Issuers, Footnote [Text Block]
(4)
The companies that composed the benchmarking peer group for each covered fiscal year were as follows:
 
 
 
 
Alliant Energy Corporation (LNT)
 
 
 
 
Atmos Energy Corporation (ATO)
 
 
 
 
Avista Corporation (AVA)
 
 
 
 
IDACORP, Inc. (IDA)
 
 
 
 
New Jersey Resources (NJR)
 
 
 
 
Northwest Natural Holding Company (NWN)
 
 
 
 
NorthWestern Corporation (NWE)
 
 
 
 
Pinnacle West Capital Corporation (PNW)
 
 
 
 
PNM Resources, Inc. (PNM)
 
 
 
 
Portland General Electric Co. (POR)
 
 
 
 
South Jersey Industry (SJI)
 
 
 
 
Southwest Gas Holdings (SWX)
 
 
 
 
Spire (SR)
   
Adjustment To PEO Compensation, Footnote [Text Block]
(2)
Amounts reported in this column are based on total compensation reported for our CEOs in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below.
 
   
2022
   
2021
   
2021
   
2020
 
         
    
Robert S.
McAnnally
   
Robert S.
McAnnally
   
Pierce H.
Norton II
   
Pierce H.
Norton II
 
         
Total Compensation for CEO as reported SCT for the covered year
  $ 3,474,198     $ 2,584,173     $ 4,331,191     $ 5,388,789  
         
Deduct
pension values reported in SCT for the covered year
  $ 0     $ 0     ($ 1,098,395   ($ 1,442,205
         
Deduct
grant date fair value of equity awards reported in SCT for the covered year
  ($   2,152,533   ($   1,537,575   ($   2,437,725   ($   2,109,106
         
Add
pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year
  $ 0     $ 0     $ 184,703     $ 325,884  
         
Add
fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year
  $ 1,908,607     $ 1,517,985     $ 152,342     $ 1,850,433  
         
Add
fair value as of the vesting date of any awards granted in the covered year that vested during the covered year
  $ 0     $ 0     $ 52,405     $ 0  
         
Add
dividends paid on unvested shares/share units and stock options
  $ 0     $ 0     $ 0     $ 0  
         
Add
the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year
  ($ 334,960   ($ 195,658   ($ 1,897,221   ($ 1,114,737
         
Add
the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year
  $ 43,590     ($ 82,783   ($ 369,701   ($ 552,999
         
Subtract
the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year
  $ 0     $ 0     ($ 249,101   $ 0  
         
Compensation Actually Paid to CEO
 
$  2,938,903
   
$  2,286,142
   
($  1,331,503)
   
$  2,346,059
 
 
Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
   
Non-PEO NEO Average Total Compensation Amount $ 1,323,263 $ 1,422,177 $ 1,828,178
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,269,028 1,081,408 1,062,915
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(3)
Amounts reported in this column are based on the average of the total compensation reported for our other NEOs in
the Summa
ry Compensation Table for the indicated fiscal years and adjusted as shown in the table below.
 
    
2022
   
2021
   
2020
 
       
Average of the Total Compensation for the Other NEOs as reported SCT
  $ 1,323,263     $ 1,422,177     $ 1,828,178  
       
Deduct
pension values reported in SCT for the covered year
  $ 0     ($ 176,483   ($ 457,413
       
Deduct
grant date fair value of equity awards reported in SCT for the covered year
  ($ 597,911   ($ 540,767   ($ 573,146
       
Add
pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the covered year
  $ 122,501     $ 139,947     $ 129,215  
       
Add
fair values as of the end of the covered year of all equity awards granted during the covered year that are outstanding and unvested as of the end of such covered year
  $ 530,153     $ 516,179     $ 524,921  
       
Add
fair value as of the vesting date of any awards granted in the covered year that vested during the covered year
  $ 0     $ 0     $ 0  
       
Add
dividends paid on unvested shares/share units and stock options
  $ 0     $ 0     $ 0  
       
Add
the change in fair value (whether positive or negative) as of the end of the covered year of any equity awards granted in any prior year that are outstanding and unvested as of the end of such covered year
  ($ 149,362   ($ 202,781   ($ 252,802
       
Add
the change in fair value (whether positive or negative) as of the vesting date of any equity awards granted in any prior year for which all applicable vesting conditions were satisfied during the covered year
  $ 40,384     ($ 76,864   ($ 136,038
       
Subtract
the fair value of any equity awards granted in a prior year that were forfeited in the covered year determined as of the end of the prior year
  $ 0     $ 0     $ 0  
       
Average of the Compensation Actually Paid to Other NEOs
  $ 1,269,028     $ 1,081,408     $ 1,062,915  
Fair value of equity awards was computed in accordance with the Company’s methodology used for financial reporting purposes.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
The following graph compares the compensation actually paid to our CEO(s), the average of the comp
ensat
ion actually paid to our other NEOs and the Company’s TSR performance. The graph also compares the Company’s TSR performance with the benchmarking peer group’s TSR performance. The Company’s and the benchmarking peer group’s TSR amounts assume that $100 was invested beginning on December 31, 2019, and assumes reinvestment of all dividends.
 
LOGO
   
Compensation Actually Paid vs. Net Income [Text Block]
The following graph compares the compensation actually paid to our CEO
(s) an
d the average of the compensation actually paid to our other NEOs with our net income.
 
LOGO
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
The following graph compares the compensation actually paid to our CEO(s) and the average of the compensation actually paid to our other NEOs with our EPS.
 
LOGO
   
Total Shareholder Return Vs Peer Group [Text Block]
The following graph compares the compensation actually paid to our CEO(s), the average of the comp
ensat
ion actually paid to our other NEOs and the Company’s TSR performance. The graph also compares the Company’s TSR performance with the benchmarking peer group’s TSR performance. The Company’s and the benchmarking peer group’s TSR amounts assume that $100 was invested beginning on December 31, 2019, and assumes reinvestment of all dividends.
 
LOGO
   
Tabular List [Table Text Block]
Company’s Most Important Financial Performance Measures
The following are the most important financial performance measures (and
non-financial
performance measures), as determined by the Company, that link compensation actually paid to our NEOs to the Company’s per
formance
for the most recently completed fiscal year.
 
 
 
 
Diluted Earnings Per Share
 
 
 
 
Relative Total Shareholder Return
 
 
 
 
Total Recordable Incident Rate
 
 
 
 
Days Aways, Restricted or Transferred Incident Rate
 
 
 
 
Preventable Vehicle Incident Rate
 
 
 
 
Emergency Response Time
   
Total Shareholder Return Amount $ 88.46 87.94 84.27
Peer Group Total Shareholder Return Amount 103.89 98.68 87.65
Net Income (Loss) $ 221,740,000 $ 206,430,000 $ 196,410,000
Company Selected Measure Amount 4.08 3.85 3.68
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Diluted Earnings Per Share    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Relative Total Shareholder Return    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Total Recordable Incident Rate    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Days Aways, Restricted or Transferred Incident Rate    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name Preventable Vehicle Incident Rate    
Measure [Axis]: 6      
Pay vs Performance Disclosure [Table]      
Measure Name Emergency Response Time    
Robert S. McAnnally [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount $ 3,474,198 $ 2,584,173  
PEO Actually Paid Compensation Amount $ 2,938,903 $ 2,286,142  
PEO Name Robert S. McAnnally Robert S. McAnnally  
Pierce H. Norton II [Member]      
Pay vs Performance Disclosure [Table]      
PEO Total Compensation Amount   $ 4,331,191 $ 5,388,789
PEO Actually Paid Compensation Amount   (1,331,503) $ 2,346,059
PEO Name     Pierce H. Norton II
PEO [Member] | Robert S. McAnnally [Member] | Pension Values Reported in SCT for the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 0  
PEO [Member] | Robert S. McAnnally [Member] | Grant Date Fair Value of Equity Awards Reported in SCT for the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,152,533) (1,537,575)  
PEO [Member] | Robert S. McAnnally [Member] | Pension Value Attributable to Current years Service and Any Change in Pension Value Attributable to Plan Amendments Made in the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0  
PEO [Member] | Robert S. McAnnally [Member] | Fair Values as of the End of the Covered Year of all Equity Awards Granted During the Covered Year that are Outstanding and Unvested as of the End of Such Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,908,607 1,517,985  
PEO [Member] | Robert S. McAnnally [Member] | Fair Value as of the Vesting Date of any Awards Granted in the Covered Year that Vested During the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0  
PEO [Member] | Robert S. McAnnally [Member] | Dividends Paid on Unvested Shares and share Units and Stock Options [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0  
PEO [Member] | Robert S. McAnnally [Member] | The Change in Fair Value (Whether Positive or Negative) as of the End of the Covered Year of any Equity Awards Granted in any Prior Year that are Outstanding and Unvested as of the End of Such Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (334,960) (195,658)  
PEO [Member] | Robert S. McAnnally [Member] | The Change in Fair Value (Whether Positive or Negative) as of the Vesting Date of Any Equity Awards Granted in any Prior Year for which all Applicable Vesting Conditions were Satisfied During the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 43,590 (82,783)  
PEO [Member] | Robert S. McAnnally [Member] | The Fair Value of any Equity Awards Granted in a Prior Year that were Forfeited in the Covered Year Determined as of the End of the Prior Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0  
PEO [Member] | Pierce H. Norton II [Member] | Pension Values Reported in SCT for the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   (1,098,395) $ (1,442,205)
PEO [Member] | Pierce H. Norton II [Member] | Grant Date Fair Value of Equity Awards Reported in SCT for the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   (2,437,725) (2,109,106)
PEO [Member] | Pierce H. Norton II [Member] | Pension Value Attributable to Current years Service and Any Change in Pension Value Attributable to Plan Amendments Made in the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   184,703 325,884
PEO [Member] | Pierce H. Norton II [Member] | Fair Values as of the End of the Covered Year of all Equity Awards Granted During the Covered Year that are Outstanding and Unvested as of the End of Such Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   152,342 1,850,433
PEO [Member] | Pierce H. Norton II [Member] | Fair Value as of the Vesting Date of any Awards Granted in the Covered Year that Vested During the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   52,405 0
PEO [Member] | Pierce H. Norton II [Member] | Dividends Paid on Unvested Shares and share Units and Stock Options [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   0 0
PEO [Member] | Pierce H. Norton II [Member] | The Change in Fair Value (Whether Positive or Negative) as of the End of the Covered Year of any Equity Awards Granted in any Prior Year that are Outstanding and Unvested as of the End of Such Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   (1,897,221) (1,114,737)
PEO [Member] | Pierce H. Norton II [Member] | The Change in Fair Value (Whether Positive or Negative) as of the Vesting Date of Any Equity Awards Granted in any Prior Year for which all Applicable Vesting Conditions were Satisfied During the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   (369,701) (552,999)
PEO [Member] | Pierce H. Norton II [Member] | The Fair Value of any Equity Awards Granted in a Prior Year that were Forfeited in the Covered Year Determined as of the End of the Prior Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount   (249,101) 0
Non-PEO NEO [Member] | Pension Values Reported in SCT for the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 (176,483) (457,413)
Non-PEO NEO [Member] | Grant Date Fair Value of Equity Awards Reported in SCT for the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (597,911) (540,767) (573,146)
Non-PEO NEO [Member] | Pension Value Attributable to Current years Service and Any Change in Pension Value Attributable to Plan Amendments Made in the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 122,501 139,947 129,215
Non-PEO NEO [Member] | Fair Values as of the End of the Covered Year of all Equity Awards Granted During the Covered Year that are Outstanding and Unvested as of the End of Such Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 530,153 516,179 524,921
Non-PEO NEO [Member] | Fair Value as of the Vesting Date of any Awards Granted in the Covered Year that Vested During the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | Dividends Paid on Unvested Shares and share Units and Stock Options [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0 0
Non-PEO NEO [Member] | The Change in Fair Value (Whether Positive or Negative) as of the End of the Covered Year of any Equity Awards Granted in any Prior Year that are Outstanding and Unvested as of the End of Such Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (149,362) (202,781) (252,802)
Non-PEO NEO [Member] | The Change in Fair Value (Whether Positive or Negative) as of the Vesting Date of Any Equity Awards Granted in any Prior Year for which all Applicable Vesting Conditions were Satisfied During the Covered Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 40,384 (76,864) (136,038)
Non-PEO NEO [Member] | The Fair Value of any Equity Awards Granted in a Prior Year that were Forfeited in the Covered Year Determined as of the End of the Prior Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 0 $ 0 $ 0