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Pay vs Performance Disclosure
12 Months Ended 24 Months Ended 36 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2022
Dec. 31, 2022
Pay vs Performance Disclosure [Table]          
Pay vs Performance [Table Text Block]        

2022 Pay versus Performance

Pay versus Performance Table

The following table contains additional compensation information of our current and former CEO (“CEO”) and non-CEO named executive officers (“NEOs”), along with total shareholder return (“TSR”), net income, and company-selected revenue measure results for our fiscal years ending in 2022, 2021, and 2020. This disclosure is intended to comply with the SEC rules under item 402(v) and does not necessarily reflect the Company’s approach to aligning compensation with performance. Additional information concerning the Company’s compensation philosophy and how the Company aligns compensation with financial performance can be found in the Compensation Discussion and Analysis.

 

 

 

 

Value of Initial Fixed

$100 Investment Based

On:

 

 

 

 

Year(1)

 

Summary

Comp.

Table Total

for CEO

 

Comp.

Actually

Paid to

CEO(2)(3)

Avg

Summary

Comp. Table

Total for

Non-CEO

NEOs

 

Avg Comp.

Actually Paid

to Non-CEO

NEOs(2)(3)

 

Company

TSR(7)

 

Peer

Group

TSR(7)

 

GAAP Net

Income

 

Company

Selected

Measure

“Revenue”

2022*

 

$ 7,515,960

 

$ 7,019,416(4)

 

$ 2,153,261

 

$ 2,272,546(4)

 

$ 117.44

 

$ 73.35

 

$ 44,060,000

 

$ 1,089,752,000

2021

 

5,763,015

 

8,680,195(5)

 

1,812,850

 

2,630,957(5)

 

116.15

 

113.19

 

72,331,000

 

1,046,487,000

2020

 

14,037,609

 

8,821,747(6)

 

3,049,302

 

3,155,018(6)

 

89.00

 

140.11

 

58,711,000

 

990,533,000

*2022 compensation figures assume STIP at 58% of target, year-end stock price of $57.20 per share, and rTSR of $54.77 per share.

(1)

NEOs included in the above table are as follows:

Year

 

CEO

Non-CEO NEOs

 

 

2022

 

Brian A. Shepherd

Hai Tran, Kenneth M. Kennedy, Elizabeth A. Bauer, Rasmani Bhattacharya

2021

 

Brian A. Shepherd

Hai Tran, Kenneth M. Kennedy, Elizabeth A. Bauer, Rolland B. Johns

2020

 

Bret C. Griess

Rolland B. Johns, Kenneth M. Kennedy, Brian A. Shepherd

(2)

Fair Market Value (FMV) or change in fair value, as applicable, of equity awards was determined by reference to: (1) for restricted stock awards (excluding awards and other performance-based awards), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price; (2) for performance-based restricted stock awards (excluding TSR awards), the same valuation methodology as restricted stock awards above except year-end values are multiplied times the probability of achievement as of each such date; (3) for TSR awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%.

(3)

For the portion of compensation that is based on year-end stock prices, the following prices were used: (1) 2022 $57.20 (0.7% reduction from prior year); (2) 2021 $57.62 (27.8% increase from prior year); and (3) 2020 $45.07 (13.0% reduction from prior year).

(4)

2022 compensation reflects the following adjustments from Total Compensation reported in the 2022 Summary Compensation Table:

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2022 Summary Compensation Table (SCT)

$ 7,515,960

$ 2,153,261

 

Less, Value of Stock Awards Reported in SCT

(5,986,094)

(1,412,598)

 

Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding

5,290,930

1,441,979

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

(149,222)

(40,382)

 

Plus, FMV of Awards Granted this Year and that Vested this Year

-

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this Year

347,841

130,286

 

Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year

-

-

Total Adjustments

(496,545)

119,285

Compensation Actually Paid for Fiscal Year 2022

$ 7,019,415

$ 2,272,546

(5)

2021 compensation reflects the following adjustments from Total Compensation reported in the 2021 Summary Compensation Table:

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2021 Summary Compensation Table (SCT)

$ 5,763,015

$ 1,812,850

 

Less, Value of Stock Awards Reported in SCT

(3,925,148)

(1,065,208)

 

Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding

4,682,547

1,270,751

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

1,960,239

541,952

 

Plus, FMV of Awards Granted this Year and that Vested this Year

-

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this year

199,542

70,612

 

Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year

-

-

Total Adjustments

2,917,180

818,107

Compensation Actually Paid for Fiscal Year 2021

$ 8,680,195

$ 2,630,957

(6)

2020 compensation reflects the following adjustments from Total compensation reported in the 2020 Summary Compensation Table:

 

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2020 Summary Compensation Table (SCT)

$ 14,037,609

$ 3,049,302

 

Less, Value of Stock Awards Reported in SCT

(12,163,565)

(2,155,361)

 

Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding

-

2,570,871

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

-

(244,226)

 

Plus, FMV of Awards Granted this Year and that Vested this Year

8,572,134

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this Year

(1,624,431)

(65,568)

 

Less Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year

-

-

Total Adjustments

(5,215,862)

105,716

Compensation Actually Paid for Fiscal Year 2020

$ 8,821,747

$ 3,155,018

(7)

Company TSR and our Standard Industrial Classification (“SIC”) Code Index: Computer Processing and Data Preparation and Processing Services, is as reflected in our 2022 Form 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2019.

Named Executive Officers, Footnote [Text Block]        
(1)

NEOs included in the above table are as follows:

Year

 

CEO

Non-CEO NEOs

 

 

2022

 

Brian A. Shepherd

Hai Tran, Kenneth M. Kennedy, Elizabeth A. Bauer, Rasmani Bhattacharya

2021

 

Brian A. Shepherd

Hai Tran, Kenneth M. Kennedy, Elizabeth A. Bauer, Rolland B. Johns

2020

 

Bret C. Griess

Rolland B. Johns, Kenneth M. Kennedy, Brian A. Shepherd
Peer Group Issuers, Footnote [Text Block]        
(7)
Company TSR and our Standard Industrial Classification (“SIC”) Code Index: Computer Processing and Data Preparation and Processing Services, is as reflected in our 2022 Form 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2019.
PEO Total Compensation Amount $ 7,515,960 $ 5,763,015 $ 14,037,609    
PEO Actually Paid Compensation Amount [1],[2] 7,019,416 [3] 8,680,195 [4] 8,821,747 [5]    
Adjustment To PEO Compensation, Footnote [Text Block]        
(4)

2022 compensation reflects the following adjustments from Total Compensation reported in the 2022 Summary Compensation Table:

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2022 Summary Compensation Table (SCT)

$ 7,515,960

$ 2,153,261

 

Less, Value of Stock Awards Reported in SCT

(5,986,094)

(1,412,598)

 

Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding

5,290,930

1,441,979

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

(149,222)

(40,382)

 

Plus, FMV of Awards Granted this Year and that Vested this Year

-

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this Year

347,841

130,286

 

Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year

-

-

Total Adjustments

(496,545)

119,285

Compensation Actually Paid for Fiscal Year 2022

$ 7,019,415

$ 2,272,546

(5)

2021 compensation reflects the following adjustments from Total Compensation reported in the 2021 Summary Compensation Table:

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2021 Summary Compensation Table (SCT)

$ 5,763,015

$ 1,812,850

 

Less, Value of Stock Awards Reported in SCT

(3,925,148)

(1,065,208)

 

Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding

4,682,547

1,270,751

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

1,960,239

541,952

 

Plus, FMV of Awards Granted this Year and that Vested this Year

-

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this year

199,542

70,612

 

Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year

-

-

Total Adjustments

2,917,180

818,107

Compensation Actually Paid for Fiscal Year 2021

$ 8,680,195

$ 2,630,957

(6)

2020 compensation reflects the following adjustments from Total compensation reported in the 2020 Summary Compensation Table:

 

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2020 Summary Compensation Table (SCT)

$ 14,037,609

$ 3,049,302

 

Less, Value of Stock Awards Reported in SCT

(12,163,565)

(2,155,361)

 

Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding

-

2,570,871

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

-

(244,226)

 

Plus, FMV of Awards Granted this Year and that Vested this Year

8,572,134

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this Year

(1,624,431)

(65,568)

 

Less Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year

-

-

Total Adjustments

(5,215,862)

105,716

Compensation Actually Paid for Fiscal Year 2020

$ 8,821,747

$ 3,155,018
Non-PEO NEO Average Total Compensation Amount 2,153,261 1,812,850 3,049,302    
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2] $ 2,272,546 [3] 2,630,957 [4] 3,155,018 [5]    
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]        
(4)

2022 compensation reflects the following adjustments from Total Compensation reported in the 2022 Summary Compensation Table:

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2022 Summary Compensation Table (SCT)

$ 7,515,960

$ 2,153,261

 

Less, Value of Stock Awards Reported in SCT

(5,986,094)

(1,412,598)

 

Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding

5,290,930

1,441,979

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

(149,222)

(40,382)

 

Plus, FMV of Awards Granted this Year and that Vested this Year

-

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this Year

347,841

130,286

 

Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year

-

-

Total Adjustments

(496,545)

119,285

Compensation Actually Paid for Fiscal Year 2022

$ 7,019,415

$ 2,272,546

(5)

2021 compensation reflects the following adjustments from Total Compensation reported in the 2021 Summary Compensation Table:

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2021 Summary Compensation Table (SCT)

$ 5,763,015

$ 1,812,850

 

Less, Value of Stock Awards Reported in SCT

(3,925,148)

(1,065,208)

 

Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding

4,682,547

1,270,751

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

1,960,239

541,952

 

Plus, FMV of Awards Granted this Year and that Vested this Year

-

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this year

199,542

70,612

 

Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year

-

-

Total Adjustments

2,917,180

818,107

Compensation Actually Paid for Fiscal Year 2021

$ 8,680,195

$ 2,630,957

(6)

2020 compensation reflects the following adjustments from Total compensation reported in the 2020 Summary Compensation Table:

 

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2020 Summary Compensation Table (SCT)

$ 14,037,609

$ 3,049,302

 

Less, Value of Stock Awards Reported in SCT

(12,163,565)

(2,155,361)

 

Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding

-

2,570,871

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

-

(244,226)

 

Plus, FMV of Awards Granted this Year and that Vested this Year

8,572,134

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this Year

(1,624,431)

(65,568)

 

Less Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year

-

-

Total Adjustments

(5,215,862)

105,716

Compensation Actually Paid for Fiscal Year 2020

$ 8,821,747

$ 3,155,018
Compensation Actually Paid vs. Total Shareholder Return [Text Block]        

 

(1)

Total shareholder return in the above chart, in the case of both the Company and our Peer Companies as noted in footnote 7 of the above Pay for Performance Table, reflects the cumulative return of $100 as if invested on December 31, 2019, including reinvestment of any dividends.

Compensation Actually Paid vs. Net Income [Text Block]        
Compensation Actually Paid vs. Company Selected Measure [Text Block]        
Tabular List [Table Text Block]

Table of 3-7 Measures Most Important to Last Fiscal Year

The following performance measures reflect the Company’s most important performance measures in effect for 2022, as further described and defined in Compensation Discussion and Analysis under 2022 Financial Achievements.

 

MOST IMPORTANT PERFORMANCE MEASURES FOR 2022

Revenue

Non-GAAP Adjusted Revenue (Revenue Less Transaction Fees)

Non-GAAP Adjusted Operating Margin Percentage

Earnings Per Share

TSR 

Impact Minutes

       
Total Shareholder Return Amount [6] $ 117.44 116.15 89    
Peer Group Total Shareholder Return Amount [6] 73.35 113.19 140.11    
Net Income (Loss) $ 44,060,000 $ 72,331,000 $ 58,711,000    
Company Selected Measure Amount 1,089,752,000 1,046,487,000 990,533,000    
PEO Name     Bret C. Griess Brian A. Shepherd  
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name Revenue        
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name Non-GAAP Adjusted Revenue (Revenue Less Transaction Fees)        
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name Non-GAAP Adjusted Operating Margin Percentage        
Measure [Axis]: 4          
Pay vs Performance Disclosure [Table]          
Measure Name Earnings Per Share        
Measure [Axis]: 5          
Pay vs Performance Disclosure [Table]          
Measure Name TSR        
Measure [Axis]: 6          
Pay vs Performance Disclosure [Table]          
Measure Name Impact Minutes        
PEO [Member] | Adjustment Type 1 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ (5,986,094) $ (3,925,148) $ (12,163,565)    
PEO [Member] | Adjustment Type 2 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 5,290,930 4,682,547      
PEO [Member] | Adjustment Type 3 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (149,222) 1,960,239      
PEO [Member] | Adjustment Type 5 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 347,841 199,542 (1,624,431)    
PEO [Member] | Adjustment Type 6 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (496,545) 2,917,180 (5,215,862)    
PEO [Member] | Adjustment Type 4 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     8,572,134    
Non-PEO NEO [Member] | Adjustment Type 1 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (1,412,598) (1,065,208) (2,155,361)    
Non-PEO NEO [Member] | Adjustment Type 2 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 1,441,979 1,270,751 2,570,871    
Non-PEO NEO [Member] | Adjustment Type 3 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (40,382) 541,952 (244,226)    
Non-PEO NEO [Member] | Adjustment Type 5 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 130,286 70,612 (65,568)    
Non-PEO NEO [Member] | Adjustment Type 6 [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ 119,285 $ 818,107 $ 105,716    
[1]
(2)
Fair Market Value (FMV) or change in fair value, as applicable, of equity awards was determined by reference to: (1) for restricted stock awards (excluding awards and other performance-based awards), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price; (2) for performance-based restricted stock awards (excluding TSR awards), the same valuation methodology as restricted stock awards above except year-end values are multiplied times the probability of achievement as of each such date; (3) for TSR awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), and in all cases based on volatility and risk free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%.
[2]
(3)

For the portion of compensation that is based on year-end stock prices, the following prices were used: (1) 2022 $57.20 (0.7% reduction from prior year); (2) 2021 $57.62 (27.8% increase from prior year); and (3) 2020 $45.07 (13.0% reduction from prior year).

[3]
(4)

2022 compensation reflects the following adjustments from Total Compensation reported in the 2022 Summary Compensation Table:

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2022 Summary Compensation Table (SCT)

$ 7,515,960

$ 2,153,261

 

Less, Value of Stock Awards Reported in SCT

(5,986,094)

(1,412,598)

 

Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding

5,290,930

1,441,979

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

(149,222)

(40,382)

 

Plus, FMV of Awards Granted this Year and that Vested this Year

-

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this Year

347,841

130,286

 

Less, Prior Year Fair Value of Prior Year awards that Failed to Vest this Year

-

-

Total Adjustments

(496,545)

119,285

Compensation Actually Paid for Fiscal Year 2022

$ 7,019,415

$ 2,272,546

[4]
(5)

2021 compensation reflects the following adjustments from Total Compensation reported in the 2021 Summary Compensation Table:

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2021 Summary Compensation Table (SCT)

$ 5,763,015

$ 1,812,850

 

Less, Value of Stock Awards Reported in SCT

(3,925,148)

(1,065,208)

 

Plus, Year-End Value of Awards Granted in Fiscal Year that are Unvested and Outstanding

4,682,547

1,270,751

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

1,960,239

541,952

 

Plus, FMV of Awards Granted this Year and that Vested this Year

-

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this year

199,542

70,612

 

Less, Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year

-

-

Total Adjustments

2,917,180

818,107

Compensation Actually Paid for Fiscal Year 2021

$ 8,680,195

$ 2,630,957

[5]
(6)

2020 compensation reflects the following adjustments from Total compensation reported in the 2020 Summary Compensation Table:

 

 

 

 

CEO

Average

Non-CEO NEO

Total Reported in 2020 Summary Compensation Table (SCT)

$ 14,037,609

$ 3,049,302

 

Less, Value of Stock Awards Reported in SCT

(12,163,565)

(2,155,361)

 

Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding

-

2,570,871

 

Plus, Change in Fair Value of any Prior Year Awards that are Outstanding and Unvested

-

(244,226)

 

Plus, FMV of Awards Granted this Year and that Vested this Year

8,572,134

-

 

Plus, Change in Fair Value (from Prior Year-End) of any Prior Year Awards that Vested this Year

(1,624,431)

(65,568)

 

Less Prior Year Fair Value of Prior Year Awards that Failed to Vest this Year

-

-

Total Adjustments

(5,215,862)

105,716

Compensation Actually Paid for Fiscal Year 2020

$ 8,821,747

$ 3,155,018
[6]
(7)
Company TSR and our Standard Industrial Classification (“SIC”) Code Index: Computer Processing and Data Preparation and Processing Services, is as reflected in our 2022 Form 10-K pursuant to Item 201(e) of Regulation S-K. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2019.