Pay vs Performance Disclosure
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12 Months Ended |
24 Months Ended |
36 Months Ended |
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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Dec. 31, 2021 |
Dec. 31, 2022 |
| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance [Table Text Block] |
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Pay Versus Performance Pay Versus Performance Table 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 executive compensation actually paid (as
defined by SEC rules) and certain financial performance metrics of the Company. For further information concerning the Company’s
compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “—Compensation
Philosophy and Objectives” and “—Compensation Elements”. | | | | | | | Average
Summary | | Average | | Value of Initial Fixed $100
Investment Return on: | | | | | | | Year | | Summary
Compensation
Table Total for
CEO(1) | | Compensation
Actually
Paid to CEO(2) | | Compensation
Table Total
for Non-CEO
NEOs(3) | | Compensation
Actually Paid
to Non-CEO
NEOs(4) | | Total
Shareholder
Return(5) | | Peer Group
Total
Shareholder
Return(6) | | Net Income | | Compensation
EBITDA(7) | | | 2022 | | $ | 8,587,627 | | $ | 1,753,622 | | $ | 5,909,537 | | $ | 1,579,668 | | $ | 61 | | $ | 116 | | $ | 196,400,000 | | $ | 963,000,000 | | | 2021 | | $ | 19,990,492 | | $ | 30,999,620 | | $ | 4,632,973 | | $ | 6,962,418 | | $ | 109 | | $ | 173 | | $ | 250,000,000 | | $ | 877,000,000 | | | 2020 | | $ | 9,056,207 | | $ | 469,965 | | $ | 2,429,455 | | $ | 771,103 | | $ | 73 | | $ | 99 | | $ | (220,500,000 | ) | $ | 450,000,000 | | | | | | (1) | Mr. White served as our Chief Executive Officer in 2020 and 2021, and Mr. Forrester served as our Chief Executive Officer in 2022. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Forrester in 2022 and for Mr. White in 2021 and 2020, respectively, in the “Total” column of the Summary Compensation Table. Refer to “—Executive Compensation Tables—Summary Compensation Table.” |
| (2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Forrester in 2022
and to Mr. White in 2021 and 2020, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do
not reflect the actual amount of compensation earned by or paid to such individuals during the applicable year. In accordance with the
requirements of Item 402(v) of Regulation S-K, the table below shows adjustments which were made to our CEO’s total compensation
for each year to determine the “compensation actually paid”. For such adjustments, equity values were calculated in accordance
with FASB ASC Topic 718. |
| | | | 2022
(Forrester) | | | 2021
(White) | | | 2020
(White) | | | | Total Compensation as Reported in Summary Compensation Table | | $ | 8,587,627 | | | $ | 19,990,492 | | | $ | 9,056,207 | | | | Reported Value of Equity Awards Granted During the Year | | $ | (5,603,359 | ) | | $ | (15,000,003 | ) | | $ | (7,113,074 | ) | | | Year End Fair Value of Equity Awards Granted in the Year | | $ | 2,965,165 | | | $ | 20,428,663 | | | $ | 6,154,568 | | | | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | $ | (3,951,950 | ) | | $ | 4,462,058 | | | $ | (3,633,452 | ) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | $ | — | | | $ | — | | | $ | — | | | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | $ | (111,276 | ) | | $ | 1,118,410 | | | $ | (3,994,284 | ) | | | Fair Value at the End of the Prior Year of Equity Awards Forfeited in the Year | | $ | (132,585 | ) | | $ | — | | | $ | — | | | | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | $ | — | | | $ | — | | | $ | — | | | | Compensation Actually Paid to CEO | | $ | 1,753,622 | | | $ | 30,999,620 | | | $ | 469,965 | | | | | | (3) | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Named Executive Officers as a group (excluding our CEO in each year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Named Executive Officers (excluding our CEO each year) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Mr. Johnston, Mr. White, Ms. MacKay and Mr. McDonald; (ii) for 2021, Duncan Palmer, Mr. Johnston, Mr. Forrester, Ms. MacKay and Nathaniel Robinson; and (iii) for 2020, Mr. Palmer, Mr. Forrester, Ms. MacKay and Brett Soloway. | | (4) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Named Executive Officers as a group (excluding our CEO for the year), 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 by or paid to the Named Executive Officers as a group (excluding our CEO for the year) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the table below shows adjustments which were made to average total compensation for the Named Executive Officers as a group (excluding our CEO for the year) for each year to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with FASB ASC Topic 718. | | | | | Non-CEO NEOs | | | | | | 2022 | | | 2021 | | | 2020 | | | | Average Total Compensation as Reported in Summary Compensation Table | | $ | 5,909,537 | | | $ | 4,632,973 | | | $ | 2,429,455 | | | | Average Reported Value of Equity Awards Granted During the Year | | $ | (4,770,788 | ) | | $ | (2,250,001 | ) | | $ | (1,464,204 | ) | | | Average Year End Fair Value of Equity Awards Granted in the Year | | $ | 2,524,588 | | | $ | 3,097,205 | | | $ | 1,418,019 | | | | Year-over-Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | $ | (1,943,671 | ) | | $ | 1,455,792 | | | $ | (1,249,387 | ) | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | $ | — | | | $ | — | | | $ | — | | | | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | $ | (90,273 | ) | | $ | 26,450 | | | $ | (312,805 | ) | | | Average Fair Value at the End of the Prior Year of Equity Awards Forfeited in the Year | | $ | (49,725 | ) | | $ | — | | | $ | (49,976 | ) | | | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | $ | — | | | $ | — | | | $ | — | | | | Average Compensation Actually Paid to NEO | | $ | 1,579,668 | | | $ | 6,962,418 | | | $ | 771,103 | | | | | | (5) | Cumulative TSR is calculated by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. | | (6) | Represents the weighted 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 comprised of three global commercial real estate services companies publicly traded in the United States: Jones Lang LaSalle Incorporated (NYSE: JLL), CBRE Group, Inc. (NYSE: CBRE), and Colliers International Group Inc. (NASDAQ: CIGI). This group represents our “Direct Peers” as disclosed in the Compensation Discussion and Analysis section of our Proxy Statement in 2022, 2021 and 2020. |
| (7) | Adjusted EBITDA is defined as net income plus depreciation and amortization, interest expense net of interest income, provision for income taxes, unrealized loss on investments (net), integration and other cost related to merger, pre-IPO stock-based compensation, acquisition related costs and efficiency initiatives, and other items. Compensation EBITDA is defined as Adjusted EBITDA further adjusted for (a) currency rate fluctuations, (b) certain government subsidiaries and (c) certain other one-time items outside of our control. While the Company uses numerous financial and non-financial measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Compensation EBITDA represents the most important measure used by the Company to link compensation actually paid to our Named Executive Officers to Company performance for the most recently completed year. |
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| Company Selected Measure Name |
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Compensation EBITDA
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| Named Executive Officers, Footnote [Text Block] |
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(3)The dollar amounts reported in this column represent the average of the amounts reported for the Company’s Named Executive Officers as a group (excluding our CEO in each year) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the Named Executive Officers (excluding our CEO each year) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Mr. Johnston, Mr. White, Ms. MacKay and Mr. McDonald; (ii) for 2021, Duncan Palmer, Mr. Johnston, Mr. Forrester, Ms. MacKay and Nathaniel Robinson; and (iii) for 2020, Mr. Palmer, Mr. Forrester, Ms. MacKay and Brett Soloway.
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| Peer Group Issuers, Footnote [Text Block] |
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(6)Represents the weighted 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 comprised of three global commercial real estate services companies publicly traded in the United States: Jones Lang LaSalle Incorporated (NYSE: JLL), CBRE Group, Inc. (NYSE: CBRE), and Colliers International Group Inc. (NASDAQ: CIGI). This group represents our “Direct Peers” as disclosed in the Compensation Discussion and Analysis section of our Proxy Statement in 2022, 2021 and 2020.
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| PEO Total Compensation Amount |
[1] |
$ 8,587,627
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$ 19,990,492
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$ 9,056,207
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| PEO Actually Paid Compensation Amount |
[2] |
1,753,622
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30,999,620
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469,965
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| Adjustment To PEO Compensation, Footnote [Text Block] |
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| (2) | The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Forrester in 2022
and to Mr. White in 2021 and 2020, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do
not reflect the actual amount of compensation earned by or paid to such individuals during the applicable year. In accordance with the
requirements of Item 402(v) of Regulation S-K, the table below shows adjustments which were made to our CEO’s total compensation
for each year to determine the “compensation actually paid”. For such adjustments, equity values were calculated in accordance
with FASB ASC Topic 718. |
| | | | 2022
(Forrester) | | | 2021
(White) | | | 2020
(White) | | | | Total Compensation as Reported in Summary Compensation Table | | $ | 8,587,627 | | | $ | 19,990,492 | | | $ | 9,056,207 | | | | Reported Value of Equity Awards Granted During the Year | | $ | (5,603,359 | ) | | $ | (15,000,003 | ) | | $ | (7,113,074 | ) | | | Year End Fair Value of Equity Awards Granted in the Year | | $ | 2,965,165 | | | $ | 20,428,663 | | | $ | 6,154,568 | | | | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | $ | (3,951,950 | ) | | $ | 4,462,058 | | | $ | (3,633,452 | ) | | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | $ | — | | | $ | — | | | $ | — | | | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | $ | (111,276 | ) | | $ | 1,118,410 | | | $ | (3,994,284 | ) | | | Fair Value at the End of the Prior Year of Equity Awards Forfeited in the Year | | $ | (132,585 | ) | | $ | — | | | $ | — | | | | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | $ | — | | | $ | — | | | $ | — | | | | Compensation Actually Paid to CEO | | $ | 1,753,622 | | | $ | 30,999,620 | | | $ | 469,965 | |
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| Non-PEO NEO Average Total Compensation Amount |
[3] |
5,909,537
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4,632,973
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2,429,455
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| Non-PEO NEO Average Compensation Actually Paid Amount |
[4] |
$ 1,579,668
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6,962,418
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771,103
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| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
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(4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the Named Executive Officers as a group (excluding our CEO for the year), 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 by or paid to the Named Executive Officers as a group (excluding our CEO for the year) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the table below shows adjustments which were made to average total compensation for the Named Executive Officers as a group (excluding our CEO for the year) for each year to determine the “compensation actually paid.” For such adjustments, equity values were calculated in accordance with FASB ASC Topic 718. | | | | Non-CEO NEOs | | | | | | 2022 | | | 2021 | | | 2020 | | | | Average Total Compensation as Reported in Summary Compensation Table | | $ | 5,909,537 | | | $ | 4,632,973 | | | $ | 2,429,455 | | | | Average Reported Value of Equity Awards Granted During the Year | | $ | (4,770,788 | ) | | $ | (2,250,001 | ) | | $ | (1,464,204 | ) | | | Average Year End Fair Value of Equity Awards Granted in the Year | | $ | 2,524,588 | | | $ | 3,097,205 | | | $ | 1,418,019 | | | | Year-over-Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | | $ | (1,943,671 | ) | | $ | 1,455,792 | | | $ | (1,249,387 | ) | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | | $ | — | | | $ | — | | | $ | — | | | | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | $ | (90,273 | ) | | $ | 26,450 | | | $ | (312,805 | ) | | | Average Fair Value at the End of the Prior Year of Equity Awards Forfeited in the Year | | $ | (49,725 | ) | | $ | — | | | $ | (49,976 | ) | | | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | $ | — | | | $ | — | | | $ | — | | | | Average Compensation Actually Paid to NEO | | $ | 1,579,668 | | | $ | 6,962,418 | | | $ | 771,103 | |
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| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
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COMPENSATION ACTUALLY PAID AND TSR Compensation Actually Paid vs. TSR 
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| Compensation Actually Paid vs. Net Income [Text Block] |
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COMPENSATION ACTUALLY PAID AND NET INCOME (LOSS) Compensation Actually Paid vs. Net Income 
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| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
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COMPENSATION ACTUALLY PAID AND COMPENSATION EBITDA Compensation Actually Paid vs. Compensation EBITDA 
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| Tabular List [Table Text Block] |
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Financial Performance Measures As described in greater detail in “—Compensation Philosophy and Objectives,” the Company’s
executive compensation program reflects a compensation package for executive officers that is tied to our corporate performance and aligned
with the interests of our shareholders. The metrics that the Company uses for both our AIP and our long-term incentive plan are selected
based on an objective of achieving financial and strategic objectives through prudent business judgment and appropriate risk taking.
The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s
Named Executive Officers, for the most recently completed year, to the Company’s performance are as follows: | Most Important Performance Measures | | Compensation EBITDA | | Compensation Fee Revenue | | Compensation EBITDA Margin |
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| Total Shareholder Return Amount |
[5] |
$ 61
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109
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73
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| Peer Group Total Shareholder Return Amount |
[6] |
116
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173
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99
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| Net Income (Loss) |
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$ 196,400,000
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$ 250,000,000
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$ (220,500,000)
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| Company Selected Measure Amount |
[7] |
963,000,000
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877,000,000
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450,000,000
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| PEO Name |
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Mr. Forrester
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Mr. White
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| Measure [Axis]: 1 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Compensation EBITDA
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| Measure [Axis]: 2 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Compensation Fee Revenue
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| Measure [Axis]: 3 |
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| Pay vs Performance Disclosure [Table] |
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| Measure Name |
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Compensation EBITDA Margin
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| PEO [Member] | Adjustment Type 1 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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$ (5,603,359)
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$ (15,000,003)
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$ (7,113,074)
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| PEO [Member] | Adjustment Type 2 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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2,965,165
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20,428,663
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6,154,568
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| PEO [Member] | Adjustment Type 3 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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(3,951,950)
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4,462,058
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(3,633,452)
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| PEO [Member] | Adjustment Type 4 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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(111,276)
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1,118,410
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(3,994,284)
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| PEO [Member] | Adjustment Type 5 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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(132,585)
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| Non-PEO NEO [Member] | Adjustment Type 1 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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(4,770,788)
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(2,250,001)
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(1,464,204)
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| Non-PEO NEO [Member] | Adjustment Type 2 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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2,524,588
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3,097,205
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1,418,019
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| Non-PEO NEO [Member] | Adjustment Type 3 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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(1,943,671)
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1,455,792
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(1,249,387)
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| Non-PEO NEO [Member] | Adjustment Type 4 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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(90,273)
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$ 26,450
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(312,805)
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| Non-PEO NEO [Member] | Adjustment Type 5 [Member] |
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| Pay vs Performance Disclosure [Table] |
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| Adjustment to Compensation Amount |
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$ (49,725)
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$ (49,976)
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