Pay vs Performance Disclosure
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12 Months Ended |
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Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
The following table presents information about the relationship between executive compensation actually paid to our PEO and our other named executive officers (for purposes of this section, the “Non-PEO NEOs”) and certain financial performance measures of the Company. For further information concerning our philosophy of executive pay tied to performance and how we align executive compensation with our performance, please refer to the section titled “Compensation Discussion and Analysis” be ginning on page 35 o f this Proxy Statement.
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Compensation
Actually Paid |
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Value of Initial Fixed $100
Investment Based On: |
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Non-GAAP Operating Margin (9) |
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2023 |
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$ |
12,918,339 |
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$ |
25,334,504 |
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$ |
4,200,701 |
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$ |
7,280,125 |
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$ |
78.66 |
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$ |
137.02 |
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($ |
190 |
) |
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2 |
% |
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2022 |
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$ |
13,856,196 |
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($ |
9,591,955 |
) |
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$ |
8,170,546 |
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$ |
4,544,907 |
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$ |
53.61 |
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$ |
82.31 |
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($ |
287 |
) |
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(10 |
%) |
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2021 |
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$ |
10,625,107 |
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$ |
76,757,138 |
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$ |
4,809,572 |
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$ |
25,498,661 |
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$ |
90.88 |
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$ |
128.15 |
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($ |
265 |
) |
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(6 |
%) |
| (1) |
We were not a reporting company pursuant to Section 13(a) or Section 15(d) of the Exchange Act prior to 2021, and as such, we have not included any information in this table for 2020. |
| (2) |
The dollar amounts reported in this column represent the amounts of total compensation reported for Mr. Courtemanche (our President and Chief Executive Officer) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table on page 46 of this Proxy Statement. |
| (3) |
The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Courtemanche, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Mr. Courtemanche during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Courtemanche’s total compensation for 2023 to determine the compensation actually paid: |
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PEO Summary Compensation Table Total |
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$ |
12,918,339 |
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- Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year |
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($ |
11,807,058 |
) |
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+ Fair Value at Fiscal Year-End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
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$ |
11,141,720 |
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+ Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
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$ |
7,251,116 |
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+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year |
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$ |
2,195,586 |
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+ 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 Covered Fiscal Year |
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$ |
3,634,801 |
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- 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 Covered Fiscal Year |
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$ |
0 |
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Compensation Actually Paid |
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$ |
25,334,504 |
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| (4) |
The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO NEOs for each corresponding fiscal year in the “Total” column of the Summary Compensation Table on page 46 of this Proxy Statement. The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in 2023 are Howard Fu, Benjamin C. Singer, Steven S. Davis, Joy D. Durling, and Paul E. Lyandres. |
| (5) |
The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to the Non-PEO NEOs as a group during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the Non-PEO NEOs as a group for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 3. |
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Non-PEO NEOs Summary Compensation Table Total |
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$ |
4,200,701 |
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- Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year |
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($ |
3,527,128 |
) |
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+ Fair Value at Fiscal Year-End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
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$ |
3,370,405 |
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+ Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
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$ |
1,750,598 |
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+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year |
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$ |
664,160 |
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+ 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 Covered Fiscal Year |
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$ |
821,389 |
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- 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 Covered Fiscal Year |
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$ |
0 |
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Compensation Actually Paid |
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$ |
7,280,125 |
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| (6) |
Cumulative Total Shareholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends (if any) for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. |
| (7) |
Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the NASDAQ Computer Index, which is the same peer group used in Part II, Item 5 of our 2023 Form 10-K. |
| (8) |
The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |
| (9) |
We have identified non-GAAP operating margin as the most important financial performance measure used to link compensation actually paid to our PEO and Non-PEO NEOs to our performance in fiscal year 2023, as this measure was one of the two metrics used to determine payout to our PEO and Non-PEO NEOs under the 2023 Bonus Program. The other metric was net new bookings, which is not a financial performance measure. The payouts under the 2023 Bonus Program were based 75% on the achievement of a net new bookings target and 25% on the achievement of a non-GAAP operating margin target. Please refer to the section titled “2023 Executive Compensation Program—Annual Performance-Based Cash Bonus” beginning on page 41 of this Proxy Statement for further discussion of the 2023 Bonus Program. Please refer to Appendix A for a discussion of non-GAAP operating margin, as well as a reconciliation of this measure, to the most directly comparable financial measure calculated and presented in accordance with GAAP. |
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| Company Selected Measure Name |
non-GAAP operating margin
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| Named Executive Officers, Footnote |
The names of each of the non-PEO NEOs included for purposes of calculating the average amounts in 2023 are Howard Fu, Benjamin C. Singer, Steven S. Davis, Joy D. Durling, and Paul E. Lyandres.
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| Peer Group Issuers, Footnote |
Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the NASDAQ Computer Index, which is the same peer group used in Part II, Item 5 of our 2023 Form 10-K.
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| PEO Total Compensation Amount |
$ 12,918,339
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$ 13,856,196
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$ 10,625,107
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| PEO Actually Paid Compensation Amount |
$ 25,334,504
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(9,591,955)
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76,757,138
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| Adjustment To PEO Compensation, Footnote |
| (3) |
The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Courtemanche, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to Mr. Courtemanche during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Courtemanche’s total compensation for 2023 to determine the compensation actually paid: |
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PEO Summary Compensation Table Total |
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$ |
12,918,339 |
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- Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year |
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($ |
11,807,058 |
) |
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+ Fair Value at Fiscal Year-End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
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$ |
11,141,720 |
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+ Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
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$ |
7,251,116 |
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+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year |
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$ |
2,195,586 |
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+ 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 Covered Fiscal Year |
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$ |
3,634,801 |
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- 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 Covered Fiscal Year |
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$ |
0 |
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Compensation Actually Paid |
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$ |
25,334,504 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 4,200,701
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8,170,546
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4,809,572
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 7,280,125
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4,544,907
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25,498,661
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (5) |
The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to the Non-PEO NEOs as a group during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for the Non-PEO NEOs as a group for 2023 to determine the compensation actually paid, using the same methodology described above in footnote 3. |
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Non-PEO NEOs Summary Compensation Table Total |
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$ |
4,200,701 |
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- Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year |
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($ |
3,527,128 |
) |
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+ Fair Value at Fiscal Year-End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year |
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$ |
3,370,405 |
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+ Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years |
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$ |
1,750,598 |
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+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year |
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$ |
664,160 |
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+ 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 Covered Fiscal Year |
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$ |
821,389 |
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- 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 Covered Fiscal Year |
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$ |
0 |
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Compensation Actually Paid |
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$ |
7,280,125 |
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| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid and Cumulative TSR The following graph illustrates the relationship between ( i ) compensation actually paid to the PEO and the average of the compensation actually paid to the non-PEO NEOs and ( ii ) the cumulative TSR. Compensation Actually Paid and Cumulative TSR of the Peer Group The following graph illustrates the relationship between ( i ) compensation actually paid to the PEO and the average of the compensation actually paid to the non-PEO NEOs and ( ii ) the cumulative TSR of the NASDAQ Computer Index peer group.
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| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid and Net Income The following graph illustrates the relationship between ( i ) compensation actually paid to the PEO and the average of the compensation actually paid to the non-PEO NEOs and ( ii ) net income.
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| Compensation Actually Paid vs. Company Selected Measure |
Compensation Actually Paid and Non-GAAP Operating Margin The following graph illustrates the relationship between (i) compensation actually paid to the PEO and the average of the compensation actually paid to the non-PEO NEOs and (ii) the non-GAAP operating margin.
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| Total Shareholder Return Vs Peer Group |
Cumulative TSR of Procore and Cumulative TSR of the Peer Group The following graph illustrates the relationship between the cumulative TSR of Procore and the cumulative TSR of the NASDAQ Computer Index peer group.
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| Total Shareholder Return Amount |
$ 78.66
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53.61
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90.88
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| Peer Group Total Shareholder Return Amount |
137.02
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82.31
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128.15
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| Net Income (Loss) |
$ (190,000,000)
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$ (287,000,000)
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$ (265,000,000)
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| Company Selected Measure Amount |
0.02
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(0.10)
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(0.06)
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| PEO Name |
Mr. Courtemanche
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Non-GAAP Measure Description |
We have identified non-GAAP operating margin as the most important financial performance measure used to link compensation actually paid to our PEO and Non-PEO NEOs to our performance in fiscal year 2023, as this measure was one of the two metrics used to determine payout to our PEO and Non-PEO NEOs under the 2023 Bonus Program. The other metric was net new bookings, which is not a financial performance measure. The payouts under the 2023 Bonus Program were based 75% on the achievement of a net new bookings target and 25% on the achievement of a non-GAAP operating margin target. Please refer to the section titled “2023 Executive Compensation Program—Annual Performance-Based Cash Bonus” beginning on page 41 of this Proxy Statement for further discussion of the 2023 Bonus Program. Please refer to Appendix A for a discussion of non-GAAP operating margin, as well as a reconciliation of this measure, to the most directly comparable financial measure calculated and presented in accordance with GAAP.
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| PEO | Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ (11,807,058)
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| PEO | Fair Value at Fiscal YearEnd of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
11,141,720
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| PEO | Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
7,251,116
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| PEO | Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
2,195,586
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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 Covered Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
3,634,801
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| PEO | Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Grant Date Fair Value of Option Awards and Stock Awards Granted in Covered Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
(3,527,128)
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| Non-PEO NEO | Fair Value at Fiscal YearEnd of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
3,370,405
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| Non-PEO NEO | Change in Fair Value as of End of Covered Fiscal Year of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
1,750,598
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| Non-PEO NEO | Fair Value at Vesting of Option Awards and Stock Awards Granted in Covered Fiscal Year That Vested During Covered Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
664,160
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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 Covered Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
821,389
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| Non-PEO NEO | Fair Value as of Prior Fiscal YearEnd of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Covered Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
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