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Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
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 of the Exchange Act, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis above.
 
 
 
Value of Initial Fixed
$100 Investment Based on:
 
Year
Summary
Compensation
Table Total for
the PEO1 2
Compensation
Actually
Paid
to the PEO3
Average
Summary
Compensation
Table Total
for the
Non-PEO
NEOs2
Average
Compensation
Actually
Paid to the
Non-PEO
NEOs3
Total
Shareholder
Return4
Peer
Group
Total
Shareholder
Return5
Net
Income6
Non-GAAP
Adjusted
EBITDA7
2023
$9,657,628
$15,184,662
$1,310,110
$1,858,109
$141.64
$131.92
($69,752)
($25,783)
2022
$2,155,099
($7,771,695)
$1,347,796
$649,506
$84.81
$103.62
($69,319)
($18,845)
2021
$1,124,454
$1,928,070
$516,345
$1,617,502
$171.67
$162.45
($75,799)
($17,793)
2020
$8,220,228
$55,524,053
$447,781
$1,024,510
$204.26
$142.50
($36,562)
($12,453)
1.
Savneet Singh served as the sole principal executive officer (“PEO”) of the Company for 2020, 2021, 2022, and 2023.
2.
The dollar amounts reported as total compensation for the Company’s PEO and the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding I PEO) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – 2023 Summary Compensation Table” of this Proxy Statement and the Company’s proxy statements for 2020, 2021, and 2022. The names of each of the NEOs (excluding the PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Bryan A. Menar, Cathy King, Raju Malhotra, and Michael Nelson; (ii) for 2022, Bryan A. Menar, Cathy King, Raju Malhotra, and Michael Nelson; (iii) for 2021, Bryan A. Menar, Raju Malhotra, Michael Nelson, and Matthew R. Cicchinelli; and (iv) for 2020, Bryan A. Menar and Matthew R. Cicchinelli.
3.
The dollar amounts reported as “compensation actually paid” to the PEO and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEO), are 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 PEOs and NEOs during the applicable year. The valuation methodologies and assumptions used when calculating the equity values included in compensation actually paid are not materially different than those used when calculating the amounts included in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEOs’ total reported compensation and non-PEO NEOs’ for each year to determine the compensation actually paid:
Year
Name
of PEO
Reported
Summary
Compensation
Table
Total
[Less]
Reported
Value of
Equity
Awards
[Plus]
Fair
Value at
Fiscal Year-
End of
Outstanding
and
Unvested
Option
Awards
and Stock
Awards
Granted in
Fiscal Year
[Plus]
Change in
Fair Value
of
Outstanding
and
Unvested
Option
Awards and
Stock
Awards
Granted in
Prior
Fiscal
Years
[Plus]
Fair Value at
Vesting of
Option
Awards and
Stock
Awards
Granted in
Fiscal
Year that
Vested
During Fiscal
Year
[Plus]
Change in
Fair Value
as of Vesting
Date of
Option
Awards and
Stock Awards
Granted
in Prior
Fiscal Years
for Which
Applicable
Vesting
Conditions
Were Satisfied
During
Fiscal Year
[Less]
Fair Value
as of Prior
Fiscal Year-
End of Option
Awards and
Stock
Awards
Granted
in Prior
Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
[Equals]
Compensation
Actually
Paid
2023
PEO
$9,657,628
$8,555,929
$12,147,740
$1,222,917
$712,306
$0
$0
$15,184,662
2023
Average for Non-PEO NEOs
$1,310,110
$696,233
$846,287
$278,859
$119,086
$0
$0
$1,858,109
4.
Cumulative TSR is calculated by dividing (a) the sum of (i) the cumulative amount of dividends on our common stock for the measurement period (if any), assuming dividend reinvestment, and (ii) the difference between the Company’s share price at the end and the beginning of the measurement period by (b) the Company’s share price at the beginning of the measurement period.
5.
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 the Russell 2000 Technology Index.
6.
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year (in thousands).
7.
The dollar amounts reported represent the amount of adjusted EBITDA reflected in the Company’s audited financial statements for the applicable year (in thousands).
     
Company Selected Measure Name Non-GAAP Adjusted EBITDA      
Named Executive Officers, Footnote
1.
Savneet Singh served as the sole principal executive officer (“PEO”) of the Company for 2020, 2021, 2022, and 2023.
2.
The dollar amounts reported as total compensation for the Company’s PEO and the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding I PEO) for each corresponding year are the amounts reported in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – 2023 Summary Compensation Table” of this Proxy Statement and the Company’s proxy statements for 2020, 2021, and 2022. The names of each of the NEOs (excluding the PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Bryan A. Menar, Cathy King, Raju Malhotra, and Michael Nelson; (ii) for 2022, Bryan A. Menar, Cathy King, Raju Malhotra, and Michael Nelson; (iii) for 2021, Bryan A. Menar, Raju Malhotra, Michael Nelson, and Matthew R. Cicchinelli; and (iv) for 2020, Bryan A. Menar and Matthew R. Cicchinelli.
     
Peer Group Issuers, Footnote
5.
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 the Russell 2000 Technology Index.
     
PEO Total Compensation Amount $ 9,657,628 $ 2,155,099 $ 1,124,454 $ 8,220,228
PEO Actually Paid Compensation Amount $ 15,184,662 (7,771,695) 1,928,070 55,524,053
Adjustment To PEO Compensation, Footnote
3.
The dollar amounts reported as “compensation actually paid” to the PEO and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEO), are 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 PEOs and NEOs during the applicable year. The valuation methodologies and assumptions used when calculating the equity values included in compensation actually paid are not materially different than those used when calculating the amounts included in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEOs’ total reported compensation and non-PEO NEOs’ for each year to determine the compensation actually paid:
Year
Name
of PEO
Reported
Summary
Compensation
Table
Total
[Less]
Reported
Value of
Equity
Awards
[Plus]
Fair
Value at
Fiscal Year-
End of
Outstanding
and
Unvested
Option
Awards
and Stock
Awards
Granted in
Fiscal Year
[Plus]
Change in
Fair Value
of
Outstanding
and
Unvested
Option
Awards and
Stock
Awards
Granted in
Prior
Fiscal
Years
[Plus]
Fair Value at
Vesting of
Option
Awards and
Stock
Awards
Granted in
Fiscal
Year that
Vested
During Fiscal
Year
[Plus]
Change in
Fair Value
as of Vesting
Date of
Option
Awards and
Stock Awards
Granted
in Prior
Fiscal Years
for Which
Applicable
Vesting
Conditions
Were Satisfied
During
Fiscal Year
[Less]
Fair Value
as of Prior
Fiscal Year-
End of Option
Awards and
Stock
Awards
Granted
in Prior
Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
[Equals]
Compensation
Actually
Paid
2023
PEO
$9,657,628
$8,555,929
$12,147,740
$1,222,917
$712,306
$0
$0
$15,184,662
2023
Average for Non-PEO NEOs
$1,310,110
$696,233
$846,287
$278,859
$119,086
$0
$0
$1,858,109
     
Non-PEO NEO Average Total Compensation Amount $ 1,310,110 1,347,796 516,345 447,781
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,858,109 649,506 1,617,502 1,024,510
Adjustment to Non-PEO NEO Compensation Footnote
3.
The dollar amounts reported as “compensation actually paid” to the PEO and the average amount reported as “compensation actually paid” to the NEOs as a group (excluding the PEO), are 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 PEOs and NEOs during the applicable year. The valuation methodologies and assumptions used when calculating the equity values included in compensation actually paid are not materially different than those used when calculating the amounts included in the Summary Compensation Table. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEOs’ total reported compensation and non-PEO NEOs’ for each year to determine the compensation actually paid:
Year
Name
of PEO
Reported
Summary
Compensation
Table
Total
[Less]
Reported
Value of
Equity
Awards
[Plus]
Fair
Value at
Fiscal Year-
End of
Outstanding
and
Unvested
Option
Awards
and Stock
Awards
Granted in
Fiscal Year
[Plus]
Change in
Fair Value
of
Outstanding
and
Unvested
Option
Awards and
Stock
Awards
Granted in
Prior
Fiscal
Years
[Plus]
Fair Value at
Vesting of
Option
Awards and
Stock
Awards
Granted in
Fiscal
Year that
Vested
During Fiscal
Year
[Plus]
Change in
Fair Value
as of Vesting
Date of
Option
Awards and
Stock Awards
Granted
in Prior
Fiscal Years
for Which
Applicable
Vesting
Conditions
Were Satisfied
During
Fiscal Year
[Less]
Fair Value
as of Prior
Fiscal Year-
End of Option
Awards and
Stock
Awards
Granted
in Prior
Fiscal
Years that
Failed to
Meet
Applicable
Vesting
Conditions
During
Fiscal Year
[Equals]
Compensation
Actually
Paid
2023
PEO
$9,657,628
$8,555,929
$12,147,740
$1,222,917
$712,306
$0
$0
$15,184,662
2023
Average for Non-PEO NEOs
$1,310,110
$696,233
$846,287
$278,859
$119,086
$0
$0
$1,858,109
     
Compensation Actually Paid vs. Total Shareholder Return
Description of Certain Relationships between Information Presented in the Pay Versus Performance Table
As described in more detail above in the Compensation Discussion and Analysis, our executive compensation programs reflect a variable pay-for-performance philosophy. While we use multiple performance measures to align executive compensation with our performance, all of those performance measures are not presented in the Pay Versus Performance table. Moreover, we generally seek to incentivize long-term term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with the SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation actually paid is significantly influenced by changes in our stock price and has thus varied from year to year. In particular, compensation actually paid in 2023 was heavily influenced by our stock price increasing 67% from the beginning to the end of the year, which in turn had a meaningful positive impact on the value of our NEOs’ equity awards that year (including an increase of the estimated earnout level of in-progress relative TSR PRSUs).

     
Compensation Actually Paid vs. Net Income
Description of Certain Relationships between Information Presented in the Pay Versus Performance Table
As described in more detail above in the Compensation Discussion and Analysis, our executive compensation programs reflect a variable pay-for-performance philosophy. While we use multiple performance measures to align executive compensation with our performance, all of those performance measures are not presented in the Pay Versus Performance table. Moreover, we generally seek to incentivize long-term term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with the SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation actually paid is significantly influenced by changes in our stock price and has thus varied from year to year. In particular, compensation actually paid in 2023 was heavily influenced by our stock price increasing 67% from the beginning to the end of the year, which in turn had a meaningful positive impact on the value of our NEOs’ equity awards that year (including an increase of the estimated earnout level of in-progress relative TSR PRSUs).

     
Compensation Actually Paid vs. Company Selected Measure
Description of Certain Relationships between Information Presented in the Pay Versus Performance Table
As described in more detail above in the Compensation Discussion and Analysis, our executive compensation programs reflect a variable pay-for-performance philosophy. While we use multiple performance measures to align executive compensation with our performance, all of those performance measures are not presented in the Pay Versus Performance table. Moreover, we generally seek to incentivize long-term term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with the SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation actually paid is significantly influenced by changes in our stock price and has thus varied from year to year. In particular, compensation actually paid in 2023 was heavily influenced by our stock price increasing 67% from the beginning to the end of the year, which in turn had a meaningful positive impact on the value of our NEOs’ equity awards that year (including an increase of the estimated earnout level of in-progress relative TSR PRSUs).

     
Total Shareholder Return Vs Peer Group
Description of Certain Relationships between Information Presented in the Pay Versus Performance Table
As described in more detail above in the Compensation Discussion and Analysis, our executive compensation programs reflect a variable pay-for-performance philosophy. While we use multiple performance measures to align executive compensation with our performance, all of those performance measures are not presented in the Pay Versus Performance table. Moreover, we generally seek to incentivize long-term term performance, and therefore do not specifically align our performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with the SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
Compensation actually paid is significantly influenced by changes in our stock price and has thus varied from year to year. In particular, compensation actually paid in 2023 was heavily influenced by our stock price increasing 67% from the beginning to the end of the year, which in turn had a meaningful positive impact on the value of our NEOs’ equity awards that year (including an increase of the estimated earnout level of in-progress relative TSR PRSUs).

     
Tabular List, Table
Most Important Performance Measures
As described in greater detail in the Compensation Discussion and Analysis, our executive compensation programs reflect a variable pay-for-performance philosophy. The metrics that we use for both long-term and short-term incentive awards are selected with the goal of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures we used to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows:
Most Important Financial Performance Measures
Non-GAAP Adjusted EBITDA
Annual Recurring Revenue (ARR)
Government Segment Net Income Before Taxes
     
Total Shareholder Return Amount $ 141.64 84.81 171.67 204.26
Peer Group Total Shareholder Return Amount 131.92 103.62 162.45 142.5
Net Income (Loss) $ (69,752,000) $ (69,319,000) $ (75,799,000) $ (36,562,000)
Company Selected Measure Amount (25,783,000) (18,845,000) (17,793,000) (12,453,000)
PEO Name Savneet Singh Savneet Singh Savneet Singh Savneet Singh
Measure:: 1        
Pay vs Performance Disclosure        
Name Non-GAAP Adjusted EBITDA      
Measure:: 2        
Pay vs Performance Disclosure        
Name Annual Recurring Revenue (ARR)      
Measure:: 3        
Pay vs Performance Disclosure        
Name Government Segment Net Income Before Taxes      
PEO | Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (8,555,929)      
PEO | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 12,147,740      
PEO | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 1,222,917      
PEO | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 712,306      
PEO | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
PEO | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Reported Value of Equity Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (696,233)      
Non-PEO NEO | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 846,287      
Non-PEO NEO | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 278,859      
Non-PEO NEO | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year that Vested During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 119,086      
Non-PEO NEO | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years for which Applicable Vesting Conditions were Satisfied During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0      
Non-PEO NEO | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years that Failed to Meet Applicable Vesting Conditions During Fiscal Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0