Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
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Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 31, 2019 |
Pay vs Performance Disclosure [Table] |
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Pay vs Performance [Table Text Block] |
Pay-Versus-Performance The information below has been prepared in accordance with the SEC’s recently adopted pay-versus-performance disclosure rules, which include a new measure called “Compensation
Actually Paid” (CAP). It is important to note that CAP does not represent the actual amount of pay that has been fully earned or realized, either in the year set forth in the table or at all. For a
fulsome description of our executive compensation program and the alignment of executive compensation and performance for our principal executive officer (PEO) and our non-PEO named executive officers (Non-PEO NEOs), please refer to the
Compensation Discussion and Analysis on pages 48 through 72 in this proxy statement. 2022 PAY-VERSUS-PERFORMANCE TABLE
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Value
of Initial Fixed $100 Investment Based on |
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Year
(a) |
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Summary
Compensation
Table Total for
PEO(A)
(b) |
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Compensation
Actually Paid
to PEO(A)
(c) |
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Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(A)
(d) |
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Average
Compensation
Actually Paid
to Non-PEO
NEOs(A)
(e) |
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Total
Shareholder
Return(B)
(f) |
|
Peer Group
Total
Shareholder
Return(B)
(g) |
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Net Income
(in millions)(C)
(h) |
|
ABP Earnings
(in millions)(D)
(i) |
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|
2022(E) |
|
$ |
18,608,094 |
|
|
$ |
34,176,500 |
|
|
$ |
4,171,843 |
|
|
$ |
6,055,283 |
|
|
$ |
113 |
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$ |
120 |
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|
$ |
2,285 |
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| $ |
2,947 |
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2021(E) |
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$ |
24,675,982 |
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$ |
11,770,982 |
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$ |
4,727,198 |
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$ |
2,995,826 |
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$ |
94 |
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$ |
118 |
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$ |
1,463 |
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| $ |
2,558 |
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2020(E) |
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$ |
23,181,719 |
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$ |
1,151,962 |
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$ |
5,277,710 |
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$ |
337,680 |
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$ |
87 |
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$ |
100 |
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$ |
4,105 |
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| $ |
2,339 |
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| (A) |
The amounts reported in the “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” columns do not reflect the actual
compensation paid to or realized by the PEO or the Non-PEO NEOs during each applicable year. The calculation of compensation actually paid (CAP) for purposes of this table includes point-in-time valuations as required by the SEC’s
prescribed methodology of stock awards and option awards (collectively, Equity Awards), including unvested Equity Awards, and these values fluctuate based on the company’s stock price. See the 2022 Summary Compensation Table (SCT) for the
amounts of the PEO’s and each of the Non-PEO NEO’s base salary, annual bonus plan award and certain other compensation and the 2022 Option Exercises and Stock Vested table for the value realized by each of them upon the vesting of
restricted stock unit awards and the exercise of stock options during 2022. |
The following adjustments were made to the amounts reported in the Total column of the SCT (SCT
Total Compensation), which are reported in columns (b) and (d), to derive the CAP reported in columns (c) and (e), respectively:
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PEO: SCT Total Compensation to CAP Reconciliation: |
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Year |
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Total
Compensation
Reported in SCT |
|
Equity Awards
Reported in SCT(1) |
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Adjusted Equity
Awards Included
in CAP(2) |
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Change in
Pension Value
Reported in SCT(3) |
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Adjusted
Change in
Pension Value
Included in
CAP(4) |
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CAP |
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2022 |
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$ |
18,608,094 |
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$ |
(10,185,024) |
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$ |
26,303,071 |
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$ |
(1,882,015) |
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$ |
1,332,374 |
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$ |
34,176,500 |
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2021 |
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$ |
24,675,982 |
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$ |
(8,916,873) |
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$ |
4,149,864 |
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$ |
(9,910,201) |
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$ |
1,772,210 |
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$ |
11,770,982 |
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2020 |
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$ |
23,181,719 |
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$ |
(7,266,822) |
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$ |
(5,217,066) |
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$ |
(10,532,416) |
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$ |
986,547 |
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$ |
1,151,962 |
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Average Non-PEO NEOs: SCT Total Compensation to CAP Reconciliation: |
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Year |
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Average Total
Compensation
Reported in SCT |
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Average Equity
Awards Reported
in SCT(1) |
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Average Adjusted
Equity Awards
Included in CAP(2) |
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Average Change
in Pension Value
Reported in
SCT(3) |
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Average
Adjusted
Change in
Pension Value
Included in
CAP(4) |
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Average CAP |
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2022 |
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$ |
4,171,843 |
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$ |
(1,722,654) |
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$ |
3,953,284 |
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$ |
(718,428) |
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$ |
371,238 |
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$ |
6,055,283 |
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2021 |
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$ |
4,727,198 |
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$ |
(1,519,041) |
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$ |
844,567 |
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$ |
(1,617,653) |
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$ |
560,755 |
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$ |
2,995,826 |
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2020 |
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$ |
5,277,710 |
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$ |
(1,751,610) |
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$ |
(1,840,045) |
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$ |
(1,614,520) |
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$ |
266,145 |
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$ |
337,680 |
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| (1) |
The amounts in this column are equal to the sum of the amounts in the “Stock Awards” and “Option Awards” columns of the 2022 Summary Compensation Table (or,
for the Non-PEO NEOs, the average of such sums), which represent the grant date fair value of Equity Awards granted in the applicable year. |
| (2) |
The amounts set forth in the following tables are reflected in this column: |
PEO: Equity Award Values Included in CAP
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Year |
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Year-End Fair Value
of Current Year
Unvested Equity
Awards(i) |
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Change in Fair Value
of Prior Years’ Equity
Awards Unvested at
Year-End(ii) |
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Fair Value of Equity
Awards Granted
and Vested in
Same Year(iii) |
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Change in Fair Value
between Prior Year-
End and Vest Date of
Equity Awards Vested
in Current Year(iv) |
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Adjusted Stock
and Option Award
Values Included
in CAP |
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2022 |
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$ |
16,322,830 |
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$ |
9,756,433 |
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|
| — |
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$ |
223,808 |
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$ |
26,303,071 |
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2021 |
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$ |
9,523,749 |
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|
$ |
(5,293,383) |
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|
| — |
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$ |
(80,502) |
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$ |
4,149,864 |
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2020 |
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$ |
6,534,674 |
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|
$ |
(11,312,907) |
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|
| — |
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$ |
(438,833) |
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$ |
(5,217,066) |
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Non-PEO NEOs: Equity Award Values Included in CAP
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Year |
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Average
Year-End
Fair Value
of Current Year
Unvested Equity
Awards(i)
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Average Change
in Fair Value of Prior
Years’ Equity Awards
Unvested at Year-
End(ii) |
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Average Fair Value
of Equity Awards
Granted and Vested
in Same Year(iii) |
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Average Change in
Fair Value between
Prior Year-End and
Vest Date of Equity
Awards Vested in
Current Year(iv) |
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Average Adjusted
Stock and Option
Award Values
Included in CAP |
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2022 |
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$ |
2,671,503 |
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$ |
1,252,325 |
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|
| — |
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$ |
29,456 |
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$ |
3,953,284 |
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2021 |
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$ |
1,610,174 |
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$ |
(739,051) |
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| — |
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$ |
(26,556) |
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$ |
844,567 |
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2020 |
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$ |
801,071 |
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$ |
(2,488,900) |
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| 47,106 |
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$ |
(199,322) |
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$ |
(1,840,045) |
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| (i) |
the year-end fair value of any Equity Awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year (or, for
the Non-PEO NEOs, the average of such year-end fair values); |
| (ii) |
the amount of change as of the end of the applicable year (from the end of the prior year) in the fair value of Equity Awards granted in prior years that were
outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change); |
| (iii) |
the fair value as of the vesting date of Equity Awards that were granted and vested in the same applicable year (or, for the Non-PEO NEOs, the average of such
fair values); and |
| (iv) |
the amount of change as of the vesting date (from the end of the prior year) in the fair value of Equity Awards that were granted in prior years and vested in
the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change). |
No Equity Awards were granted in prior years that were determined to fail to meet the applicable vesting conditions
during the applicable year and no dollar value of dividends or other earnings paid on Equity Awards in the applicable year is not otherwise reflected in the fair value of such award. The value of Equity Awards included in CAP, as reported in columns (c) and (e), is impacted by
changes in our stock price. Our year-end stock price was $151.48 in 2019, $127.41 in 2020, $132.28 in 2021 and $154.54 in 2022.
| (3) |
The amounts in this column reflect the aggregate change in the actuarial present value of accumulated benefits under all defined benefit and actuarial pension
plans reported in the 2022 Summary Compensation Table. Above-market interest on non-qualified deferred compensation reported in the 2022 Summary Compensation Table are not reflected. |
| (4) |
The amounts in this column reflect the actuarily determined service cost for services rendered during each applicable year under all defined benefit and
actuarial pension plans. There were no plan amendments to defined benefit and actuarial pension plans during the applicable years that resulted in adjustments for prior service costs. |
| (B) |
The cumulative TSR reflected in each of columns (f) and (g) reflects a three-year measurement period for 2022, a two-year measurement period for 2021 and a
one-year measurement period for 2020, in each case for the period starting on December 31, 2019 and assuming the reinvestment of all dividends. |
Consistent with the performance graph included in our 2022 Annual Report to Shareholders, the peer
group TSR in column (g) is calculated using the S&P 500 Utilities Index as our peer group, with the returns of each component issuer in such index weighted according to the respective issuers’ market capitalization. For additional
information, including TSR over the past one-year, five-year, 10-year and 20-year periods for the company, the S&P 500 Utilities Index and the S&P 500 Index, see “Performance Highlights” in the Compensation Discussion and Analysis in this
proxy statement. As part of our compensation program, we granted Equity Awards to our named executive officers in 2020, 2021 and 2022
that use multiple performance measures, including TSR relative to the S&P 500 Utilities Index and the S&P 500 Index. The TSR for the S&P 500 Utilities Index reflected in column
(g) differs from the TSR used for our restricted stock unit awards because the TSR reflected in column (g) is based on the market-capitalization-weighted index while the TSR used for our performance-based restricted stock unit awards is based on
our TSR percentile ranking relative to the companies in the S&P 500 Utilities Index, excluding water companies, or the companies in the S&P 500 Index, in each case for the three-year performance period for such awards. For additional
information about the performance measures used in our annual long-term incentive plan awards, see “Compensation Components—Long-Term Equity-Based Incentives—Rationale for 2022 Annual LTIP Award Design” and “Compensation Components—Long-Term
Equity-Based Incentives—Performance Goals for the 2022 Performance-Based Restricted Stock Units” in the Compensation Discussion and Analysis in this proxy statement. The value of our TSR is impacted by changes in our stock price. Our year-end stock price was $151.48 in 2019, $127.41 in 2020, $132.28 in 2021 and $154.54 in 2022.
| (C) |
Net income represents the amount of net income reflected in our audited financial statements for the applicable fiscal year and includes preferred stock
dividends, preferred stock dividends of subsidiaries and earnings attributable to noncontrolling interests. Earnings attributable to common shares, which exclude these items, were $2,094 million in 2022, $1,254 million in 2021 and $3,764 million in 2020. |
CAP, as reported in columns (c) and (e), includes cash awards under the annual bonus plan. The company
financial performance measure under the plan is ABP Earnings. A description of ABP Earnings and its relationship to net income is provided below in footnote (D).
| (D) |
Although we use numerous financial and non-financial performance measures for the purpose of evaluating company performance for our executive compensation
program, we have determined that ABP Earnings is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in this table) used to link CAP
for the most recently completed fiscal year to company performance. The Compensation and Talent Development Committee uses ABP Earnings, a non-GAAP financial measure, as the company financial performance measure in the annual bonus plan.
The amount reported in column (i), which represents earnings used for annual bonus plan purposes (or ABP Earnings), is calculated as Sempra’s GAAP net income, excluding earnings attributable to noncontrolling interests and preferred stock
dividends and subject to certain other predefined adjustments. ABP Earnings may be higher or lower than earnings reported in our financial statements (labeled as “earnings attributable to common shares” or “GAAP Earnings”) due to these
adjustments, which are described in “Compensation Components—Performance-Based Annual Bonuses—Reconciliation of GAAP Earnings to ABP Earnings” in the Compensation Discussion and Analysis in this proxy statement and in Appendix D to this
proxy statement. For additional information about the performance measures used in our annual bonus plan, see “Compensation Components—Performance-Based Annual Bonuses—Annual Bonus Plan Performance Measures” and “Compensation
Components—Performance-Based Annual Bonuses—ABP Earnings Goal Determination” in the Compensation Discussion and Analysis in this proxy statement. |
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(E) |
The PEO for 2022, 2021 and 2020 was Mr. Martin. The Non-PEO NEOs for 2022 and 2021 were Messrs.
Mihalik, Sagara and Wall and Ms. Sedgwick and the Non-PEO NEOs for 2020 were Messrs. Mihalik, Sagara, Wall, Arriola and Bilicic. |
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Company Selected Measure Name |
ABP Earnings
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Named Executive Officers, Footnote [Text Block] |
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(E) |
The PEO for 2022, 2021 and 2020 was Mr. Martin. The Non-PEO NEOs for 2022 and 2021 were Messrs.
Mihalik, Sagara and Wall and Ms. Sedgwick and the Non-PEO NEOs for 2020 were Messrs. Mihalik, Sagara, Wall, Arriola and Bilicic. |
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Peer Group Issuers, Footnote [Text Block] |
| (B) |
The cumulative TSR reflected in each of columns (f) and (g) reflects a three-year measurement period for 2022, a two-year measurement period for 2021 and a
one-year measurement period for 2020, in each case for the period starting on December 31, 2019 and assuming the reinvestment of all dividends. |
Consistent with the performance graph included in our 2022 Annual Report to Shareholders, the peer
group TSR in column (g) is calculated using the S&P 500 Utilities Index as our peer group, with the returns of each component issuer in such index weighted according to the respective issuers’ market capitalization. For additional
information, including TSR over the past one-year, five-year, 10-year and 20-year periods for the company, the S&P 500 Utilities Index and the S&P 500 Index, see “Performance Highlights” in the Compensation Discussion and Analysis in this
proxy statement. As part of our compensation program, we granted Equity Awards to our named executive officers in 2020, 2021 and 2022
that use multiple performance measures, including TSR relative to the S&P 500 Utilities Index and the S&P 500 Index. The TSR for the S&P 500 Utilities Index reflected in column
(g) differs from the TSR used for our restricted stock unit awards because the TSR reflected in column (g) is based on the market-capitalization-weighted index while the TSR used for our performance-based restricted stock unit awards is based on
our TSR percentile ranking relative to the companies in the S&P 500 Utilities Index, excluding water companies, or the companies in the S&P 500 Index, in each case for the three-year performance period for such awards. For additional
information about the performance measures used in our annual long-term incentive plan awards, see “Compensation Components—Long-Term Equity-Based Incentives—Rationale for 2022 Annual LTIP Award Design” and “Compensation Components—Long-Term
Equity-Based Incentives—Performance Goals for the 2022 Performance-Based Restricted Stock Units” in the Compensation Discussion and Analysis in this proxy statement. The value of our TSR is impacted by changes in our stock price. Our year-end stock price was $151.48 in 2019, $127.41 in 2020, $132.28 in 2021 and $154.54 in 2022.
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PEO Total Compensation Amount |
$ 18,608,094
|
$ 24,675,982
|
$ 23,181,719
|
|
PEO Actually Paid Compensation Amount |
$ 34,176,500
|
11,770,982
|
1,151,962
|
|
Adjustment To PEO Compensation, Footnote [Text Block] |
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PEO: SCT Total Compensation to CAP Reconciliation: |
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Year |
|
Total
Compensation
Reported in SCT |
|
Equity Awards
Reported in SCT(1) |
|
Adjusted Equity
Awards Included
in CAP(2) |
|
Change in
Pension Value
Reported in SCT(3) |
|
Adjusted
Change in
Pension Value
Included in
CAP(4) |
|
CAP |
|
|
2022 |
|
$ |
18,608,094 |
|
$ |
(10,185,024) |
|
$ |
26,303,071 |
|
$ |
(1,882,015) |
|
$ |
1,332,374 |
|
$ |
34,176,500 |
|
|
2021 |
|
$ |
24,675,982 |
|
$ |
(8,916,873) |
|
$ |
4,149,864 |
|
$ |
(9,910,201) |
|
$ |
1,772,210 |
|
$ |
11,770,982 |
|
|
2020 |
|
$ |
23,181,719 |
|
$ |
(7,266,822) |
|
$ |
(5,217,066) |
|
$ |
(10,532,416) |
|
$ |
986,547 |
|
$ |
1,151,962 |
|
| (1) |
The amounts in this column are equal to the sum of the amounts in the “Stock Awards” and “Option Awards” columns of the 2022 Summary Compensation Table (or,
for the Non-PEO NEOs, the average of such sums), which represent the grant date fair value of Equity Awards granted in the applicable year. |
| (2) |
The amounts set forth in the following tables are reflected in this column: |
PEO: Equity Award Values Included in CAP
|
Year |
|
Year-End Fair Value
of Current Year
Unvested Equity
Awards(i) |
|
Change in Fair Value
of Prior Years’ Equity
Awards Unvested at
Year-End(ii) |
|
Fair Value of Equity
Awards Granted
and Vested in
Same Year(iii) |
|
Change in Fair Value
between Prior Year-
End and Vest Date of
Equity Awards Vested
in Current Year(iv) |
|
Adjusted Stock
and Option Award
Values Included
in CAP |
|
2022 |
|
$ |
16,322,830 |
|
|
$ |
9,756,433 |
|
|
| — |
|
|
$ |
223,808 |
|
|
$ |
26,303,071 |
|
|
2021 |
|
$ |
9,523,749 |
|
|
$ |
(5,293,383) |
|
|
| — |
|
|
$ |
(80,502) |
|
|
$ |
4,149,864 |
|
|
2020 |
|
$ |
6,534,674 |
|
|
$ |
(11,312,907) |
|
|
| — |
|
|
$ |
(438,833) |
|
|
$ |
(5,217,066) |
|
| (i) |
the year-end fair value of any Equity Awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year (or, for
the Non-PEO NEOs, the average of such year-end fair values); |
| (ii) |
the amount of change as of the end of the applicable year (from the end of the prior year) in the fair value of Equity Awards granted in prior years that were
outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change); |
| (iii) |
the fair value as of the vesting date of Equity Awards that were granted and vested in the same applicable year (or, for the Non-PEO NEOs, the average of such
fair values); and |
| (iv) |
the amount of change as of the vesting date (from the end of the prior year) in the fair value of Equity Awards that were granted in prior years and vested in
the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change). |
No Equity Awards were granted in prior years that were determined to fail to meet the applicable vesting conditions
during the applicable year and no dollar value of dividends or other earnings paid on Equity Awards in the applicable year is not otherwise reflected in the fair value of such award. The value of Equity Awards included in CAP, as reported in columns (c) and (e), is impacted by
changes in our stock price. Our year-end stock price was $151.48 in 2019, $127.41 in 2020, $132.28 in 2021 and $154.54 in 2022.
| (3) |
The amounts in this column reflect the aggregate change in the actuarial present value of accumulated benefits under all defined benefit and actuarial pension
plans reported in the 2022 Summary Compensation Table. Above-market interest on non-qualified deferred compensation reported in the 2022 Summary Compensation Table are not reflected. |
| (4) |
The amounts in this column reflect the actuarily determined service cost for services rendered during each applicable year under all defined benefit and
actuarial pension plans. There were no plan amendments to defined benefit and actuarial pension plans during the applicable years that resulted in adjustments for prior service costs. |
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 4,171,843
|
4,727,198
|
5,277,710
|
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 6,055,283
|
2,995,826
|
337,680
|
|
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
|
Average Non-PEO NEOs: SCT Total Compensation to CAP Reconciliation: |
|
Year |
|
Average Total
Compensation
Reported in SCT |
|
Average Equity
Awards Reported
in SCT(1) |
|
Average Adjusted
Equity Awards
Included in CAP(2) |
|
Average Change
in Pension Value
Reported in
SCT(3) |
|
Average
Adjusted
Change in
Pension Value
Included in
CAP(4) |
|
Average CAP |
|
|
2022 |
|
$ |
4,171,843 |
|
$ |
(1,722,654) |
|
$ |
3,953,284 |
|
$ |
(718,428) |
|
$ |
371,238 |
|
$ |
6,055,283 |
|
|
2021 |
|
$ |
4,727,198 |
|
$ |
(1,519,041) |
|
$ |
844,567 |
|
$ |
(1,617,653) |
|
$ |
560,755 |
|
$ |
2,995,826 |
|
|
2020 |
|
$ |
5,277,710 |
|
$ |
(1,751,610) |
|
$ |
(1,840,045) |
|
$ |
(1,614,520) |
|
$ |
266,145 |
|
$ |
337,680 |
|
| (1) |
The amounts in this column are equal to the sum of the amounts in the “Stock Awards” and “Option Awards” columns of the 2022 Summary Compensation Table (or,
for the Non-PEO NEOs, the average of such sums), which represent the grant date fair value of Equity Awards granted in the applicable year. |
| (2) |
The amounts set forth in the following tables are reflected in this column: |
Non-PEO NEOs: Equity Award Values Included in CAP
|
Year |
|
Average
Year-End
Fair Value
of Current Year
Unvested Equity
Awards(i)
|
|
Average Change
in Fair Value of Prior
Years’ Equity Awards
Unvested at Year-
End(ii) |
|
Average Fair Value
of Equity Awards
Granted and Vested
in Same Year(iii) |
|
Average Change in
Fair Value between
Prior Year-End and
Vest Date of Equity
Awards Vested in
Current Year(iv) |
|
Average Adjusted
Stock and Option
Award Values
Included in CAP |
|
2022 |
|
$ |
2,671,503 |
|
|
$ |
1,252,325 |
|
|
| — |
|
|
$ |
29,456 |
|
|
$ |
3,953,284 |
|
|
2021 |
|
$ |
1,610,174 |
|
|
$ |
(739,051) |
|
|
| — |
|
|
$ |
(26,556) |
|
|
$ |
844,567 |
|
|
2020 |
|
$ |
801,071 |
|
|
$ |
(2,488,900) |
|
|
| 47,106 |
|
|
$ |
(199,322) |
|
|
$ |
(1,840,045) |
|
| (i) |
the year-end fair value of any Equity Awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year (or, for
the Non-PEO NEOs, the average of such year-end fair values); |
| (ii) |
the amount of change as of the end of the applicable year (from the end of the prior year) in the fair value of Equity Awards granted in prior years that were
outstanding and unvested as of the end of the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change); |
| (iii) |
the fair value as of the vesting date of Equity Awards that were granted and vested in the same applicable year (or, for the Non-PEO NEOs, the average of such
fair values); and |
| (iv) |
the amount of change as of the vesting date (from the end of the prior year) in the fair value of Equity Awards that were granted in prior years and vested in
the applicable year (or, for the Non-PEO NEOs, the average of such amounts of change). |
No Equity Awards were granted in prior years that were determined to fail to meet the applicable vesting conditions
during the applicable year and no dollar value of dividends or other earnings paid on Equity Awards in the applicable year is not otherwise reflected in the fair value of such award. The value of Equity Awards included in CAP, as reported in columns (c) and (e), is impacted by
changes in our stock price. Our year-end stock price was $151.48 in 2019, $127.41 in 2020, $132.28 in 2021 and $154.54 in 2022.
| (3) |
The amounts in this column reflect the aggregate change in the actuarial present value of accumulated benefits under all defined benefit and actuarial pension
plans reported in the 2022 Summary Compensation Table. Above-market interest on non-qualified deferred compensation reported in the 2022 Summary Compensation Table are not reflected. |
| (4) |
The amounts in this column reflect the actuarily determined service cost for services rendered during each applicable year under all defined benefit and
actuarial pension plans. There were no plan amendments to defined benefit and actuarial pension plans during the applicable years that resulted in adjustments for prior service costs. |
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
Certain CAP Relationships The relationships between the company’s TSR and the peer group TSR reported in the 2022 Pay-Versus-Performance table
above, as well as between CAP and the company’s TSR, net income and ABP Earnings are shown below. As shown in these charts and as more fully described in the notes to the 2022 Pay-Versus-Performance table above and the Compensation Discussion and
Analysis in this proxy statement, there is significant alignment between CAP and the company’s TSR and ABP Earnings, as these are measures that have been selected by the Compensation and Talent Development Committee for use in various elements of
our executive compensation program for purposes of aligning executive compensation with company performance. In addition, because a significant portion of target total direct pay to our named executive officers is delivered in the form of
long-term equity-based incentives (72% for our PEO and an average of 56% for our Non-PEO NEOs), the change in CAP over time is driven primarily by our stock price and our performance against the metrics that determine vesting of our
performance-based restricted stock units. There is less alignment between CAP and the company’s net income because net income, which includes earnings attributable to noncontrolling interests and other amounts that are not indicative of the
company’s performance, is not used in our executive compensation programs for this purpose.
|
|
|
|
Compensation Actually Paid vs. Net Income [Text Block] |
Certain CAP Relationships The relationships between the company’s TSR and the peer group TSR reported in the 2022 Pay-Versus-Performance table
above, as well as between CAP and the company’s TSR, net income and ABP Earnings are shown below. As shown in these charts and as more fully described in the notes to the 2022 Pay-Versus-Performance table above and the Compensation Discussion and
Analysis in this proxy statement, there is significant alignment between CAP and the company’s TSR and ABP Earnings, as these are measures that have been selected by the Compensation and Talent Development Committee for use in various elements of
our executive compensation program for purposes of aligning executive compensation with company performance. In addition, because a significant portion of target total direct pay to our named executive officers is delivered in the form of
long-term equity-based incentives (72% for our PEO and an average of 56% for our Non-PEO NEOs), the change in CAP over time is driven primarily by our stock price and our performance against the metrics that determine vesting of our
performance-based restricted stock units. There is less alignment between CAP and the company’s net income because net income, which includes earnings attributable to noncontrolling interests and other amounts that are not indicative of the
company’s performance, is not used in our executive compensation programs for this purpose.
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure [Text Block] |
Certain CAP Relationships The relationships between the company’s TSR and the peer group TSR reported in the 2022 Pay-Versus-Performance table
above, as well as between CAP and the company’s TSR, net income and ABP Earnings are shown below. As shown in these charts and as more fully described in the notes to the 2022 Pay-Versus-Performance table above and the Compensation Discussion and
Analysis in this proxy statement, there is significant alignment between CAP and the company’s TSR and ABP Earnings, as these are measures that have been selected by the Compensation and Talent Development Committee for use in various elements of
our executive compensation program for purposes of aligning executive compensation with company performance. In addition, because a significant portion of target total direct pay to our named executive officers is delivered in the form of
long-term equity-based incentives (72% for our PEO and an average of 56% for our Non-PEO NEOs), the change in CAP over time is driven primarily by our stock price and our performance against the metrics that determine vesting of our
performance-based restricted stock units. There is less alignment between CAP and the company’s net income because net income, which includes earnings attributable to noncontrolling interests and other amounts that are not indicative of the
company’s performance, is not used in our executive compensation programs for this purpose.
|
|
|
|
Total Shareholder Return Vs Peer Group [Text Block] |
Certain CAP Relationships The relationships between the company’s TSR and the peer group TSR reported in the 2022 Pay-Versus-Performance table
above, as well as between CAP and the company’s TSR, net income and ABP Earnings are shown below. As shown in these charts and as more fully described in the notes to the 2022 Pay-Versus-Performance table above and the Compensation Discussion and
Analysis in this proxy statement, there is significant alignment between CAP and the company’s TSR and ABP Earnings, as these are measures that have been selected by the Compensation and Talent Development Committee for use in various elements of
our executive compensation program for purposes of aligning executive compensation with company performance. In addition, because a significant portion of target total direct pay to our named executive officers is delivered in the form of
long-term equity-based incentives (72% for our PEO and an average of 56% for our Non-PEO NEOs), the change in CAP over time is driven primarily by our stock price and our performance against the metrics that determine vesting of our
performance-based restricted stock units. There is less alignment between CAP and the company’s net income because net income, which includes earnings attributable to noncontrolling interests and other amounts that are not indicative of the
company’s performance, is not used in our executive compensation programs for this purpose.
|
|
|
|
Tabular List [Table Text Block] |
Important Performance Measures As described in the Compensation Discussion and Analysis in this proxy statement, one of the key principles of our
executive compensation philosophy is to align pay with short-term and long-term company performance. In our assessment, the most important performance measures used to link executive compensation actually paid to our named executive officers for
the most recently completed fiscal year to the company’s performance are listed in the table below. This list includes Safety Measures and ESG Measures, which are non-financial performance measures.
|
Performance Measure |
|
Description |
|
ABP Earnings |
|
See footnote (D) to the 2022 Pay-Versus-Performance table for information about the use of ABP Earnings in our 2022
executive compensation program. |
|
Relative TSR vs. S&P 500 Utilities Index |
|
See footnote (B) to the 2022 Pay-Versus-Performance table for information about the use of relative TSR in our 2022
executive compensation program. |
|
Relative TSR vs. S&P 500 Index |
|
See footnote (B) to the 2022 Pay-Versus-Performance table for information about the use of relative TSR in our 2022
executive compensation program. |
|
EPS Growth |
|
Our annual long-term incentive plan awards granted in 2020, 2021 and 2022 include a performance-based restricted
stock unit award linked to relative EPS growth. The award measures the CAGR of our EPS for the relevant three-year period, and the payout scale is based on the three-year analyst consensus estimates for our S&P 500 Utilities Index
peers. Calculation of EPS for purposes of the applicable LTIP award cycle includes certain adjustments, as described under “Compensation Components—Long-Term Equity-Based Incentives—Performance Goals for the 2022 Performance-Based
Restricted Stock Units—EPS Growth” in the Compensation Discussion and Analysis in this proxy statement. |
|
Safety Measures |
|
Our annual bonus plan includes Safety Measures as one of its performance measures. These measures are related to
employee and contractor safety and SDG&E and SoCalGas operational measures related to public safety, and they were selected by the Compensation and Talent Development Committee because the committee believes that strong safety
performance is critical to our infrastructure-intensive businesses. These measures are described under “Compensation Components—Performance-Based Annual Bonuses—ABP Earnings Goal
Determination” in the Compensation Discussion and Analysis in this proxy statement. |
|
ESG Measures |
|
Our annual bonus plan includes ESG Measures as one of its performance measures. These measures reflect the company’s
key sustainability priorities and initiatives, and they were selected by the Compensation and Talent Development Committee to incentivize progress on these commitments. These measures are described under “Compensation
Components—Performance-Based Annual Bonuses—ABP Earnings Goal Determination” in the Compensation Discussion and Analysis in this proxy statement. |
|
|
|
|
Total Shareholder Return Amount |
$ 113
|
94
|
87
|
|
Peer Group Total Shareholder Return Amount |
120
|
118
|
100
|
|
Net Income (Loss) |
$ 2,285,000,000
|
$ 1,463,000,000
|
$ 4,105,000,000
|
|
Company Selected Measure Amount |
2,947,000,000
|
2,558,000,000
|
2,339,000,000
|
|
PEO Name |
Mr. Martin
|
|
|
|
Share price |
$ 154.54
|
$ 132.28
|
$ 127.41
|
$ 151.48
|
Earnings attributable to common shares |
$ 2,094,000,000
|
$ 1,254,000,000
|
$ 3,764,000,000
|
|
Measure [Axis]: 1 |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Measure Name |
ABP Earnings
|
|
|
|
Measure [Axis]: 2 |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Measure Name |
Relative TSR vs. S&P 500 Utilities Index
|
|
|
|
Measure [Axis]: 3 |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Measure Name |
Relative TSR vs. S&P 500 Index
|
|
|
|
Measure [Axis]: 4 |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Measure Name |
EPS Growth
|
|
|
|
Measure [Axis]: 5 |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Measure Name |
Safety Measures
|
|
|
|
Measure [Axis]: 6 |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Measure Name |
ESG Measures
|
|
|
|
PEO [Member] | Adjustment for Equity Awards Reported in SCT [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
$ (10,185,024)
|
(8,916,873)
|
(7,266,822)
|
|
PEO [Member] | Adjustment for Adjusted Equity Awards Included in CAP [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
26,303,071
|
4,149,864
|
(5,217,066)
|
|
PEO [Member] | Adjustment for Change in Pension Value Reported in SCT [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
(1,882,015)
|
(9,910,201)
|
(10,532,416)
|
|
PEO [Member] | Adjustment for Adjusted Change in Pension Value Included in CAP [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
1,332,374
|
1,772,210
|
986,547
|
|
PEO [Member] | Adjustment for Year-End Fair Value of Current Year Unvested Equity Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
16,322,830
|
9,523,749
|
6,534,674
|
|
PEO [Member] | Adjustment for Change in Fair Value of Prior Years' Equity Awards Unvested at Year-End [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
9,756,433
|
(5,293,383)
|
(11,312,907)
|
|
PEO [Member] | Adjustment for Fair Value of Equity Awards Granted and Vested in Same Year [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
0
|
|
PEO [Member] | Adjustment for Change in Fair Value between Prior Year-End and Vest Date of Equity Awards Vested in Current Year [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
223,808
|
(80,502)
|
(438,833)
|
|
PEO [Member] | Adjustment for Adjusted Stock and Option Award Values Included in CAP [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
26,303,071
|
4,149,864
|
(5,217,066)
|
|
Non-PEO NEO [Member] | Adjustment for Equity Awards Reported in SCT [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
(1,722,654)
|
(1,519,041)
|
(1,751,610)
|
|
Non-PEO NEO [Member] | Adjustment for Adjusted Equity Awards Included in CAP [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
3,953,284
|
844,567
|
(1,840,045)
|
|
Non-PEO NEO [Member] | Adjustment for Change in Pension Value Reported in SCT [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
(718,428)
|
(1,617,653)
|
(1,614,520)
|
|
Non-PEO NEO [Member] | Adjustment for Adjusted Change in Pension Value Included in CAP [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
371,238
|
560,755
|
266,145
|
|
Non-PEO NEO [Member] | Adjustment for Year-End Fair Value of Current Year Unvested Equity Awards [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
2,671,503
|
1,610,174
|
801,071
|
|
Non-PEO NEO [Member] | Adjustment for Change in Fair Value of Prior Years' Equity Awards Unvested at Year-End [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
1,252,325
|
(739,051)
|
(2,488,900)
|
|
Non-PEO NEO [Member] | Adjustment for Fair Value of Equity Awards Granted and Vested in Same Year [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
0
|
0
|
47,106
|
|
Non-PEO NEO [Member] | Adjustment for Change in Fair Value between Prior Year-End and Vest Date of Equity Awards Vested in Current Year [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
29,456
|
(26,556)
|
(199,322)
|
|
Non-PEO NEO [Member] | Adjustment for Adjusted Stock and Option Award Values Included in CAP [Member] |
|
|
|
|
Pay vs Performance Disclosure [Table] |
|
|
|
|
Adjustment to Compensation Amount |
$ 3,953,284
|
$ 844,567
|
$ (1,840,045)
|
|