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Pay vs Performance Disclosure
12 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2021
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE
The following table sets forth additional compensation information of our PEO and our other NEOs (averaged) along with TSR, Net Income and Adjusted EBITDA during each of fiscal 2021, fiscal 2022 and fiscal 2023. This information is disclosed per the requirements of Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.
Summary
Compensation
Table Total for
PEO
(1)(2)
($)
Compensation
Actually Paid
to PEO
(1)(2)
($)
Average
Summary
Compensation
Table for
Other
NEOs
(1)(2)
($)
Average
Compensation
Actually Paid
to Other
NEOs
(1)(2)
($)
Value of Initial Fixed $100
Investment Based On:
Total
Shareholder
Return
(4)
($)
Peer Group
Total
Shareholder
Return
(4)(5)
($)
Net Income
($)
Adjusted
EBITDA
(3)
($)
2023
8,680,638 5,157,171 1,565,302 910,236 173 95 24,770,000 96,500,000
2022
3,056,878 7,194,627 555,704 890,973 221 80 19,383,000 79,415,000
2021
2,427,405 4,322,591 765,929 1,010,845 134 110 10,366,000 48,261,000
(1)
Our PEO and Other NEOs for each reported fiscal year were:
Year
PEO
Other NEOs
2023
Ronald E. Konezny James J. Loch, David H. Sampsell, Terrence G. Schneider, and Radha R. Chavali
2022
Ronald E. Konezny James J. Loch, David H. Sampsell, Terrence G. Schneider, Radha R. Chavali, Tracy L. Roberts, and Kevin C. Riley
2021
Ronald E. Konezny James J. Loch, David H. Sampsell, Tracy L. Roberts, Kevin C. Riley, and Michael A. Ueland
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” ​(“CAP”) as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below:
2023
2022
2021
Adjustments(A)
PEO
($)
Average of
Other
NEOs
($)
PEO
($)
Average of
Other
NEOs
($)
PEO
($)
Average of
Other
NEOs
($)
Total Compensation from SCT
8,680,638 1,565,302 3,056,878 555,704 2,427,405 765,929
Adjustments for stock and option awards:
Subtract SCT amounts of stock and option awards
(6,914,355) (947,441) (1,428,595) (236,131) (1,640,833) (333,403)
Add fair value at year-end of awards granted during the
covered fiscal year that are outstanding and unvested
at year-end
4,591,431 621,982 2,701,902 453,599 2,022,626 459,553
+/- The difference between fair value of awards from the
end of the prior fiscal year to the end of the covered
fiscal year for awards granted in any prior fiscal year
that are outstanding and unvested at the end of the
covered fiscal year
(1,203,605) (187,270) 2,990,479 331,887 1,231,195 216,009
+/- The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year
3,062 (142,337) (126,037) (22,899) 282,198 24,813
Subtract fair value at end of prior fiscal year for awards
granted in any prior fiscal year that fail to meet the
applicable vesting conditions during the covered fiscal
year
(191,187) (122,056)
Compensation Actually Paid (as calculated)
5,157,171 910,236 7,194,627 890,973 4,322,591 1,010,845
(A)
Rows reporting the following adjustments were omitted from this table because they were not applicable: (i) aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the SCT; (ii) service cost; (iii) prior service cost; and (iv) dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the fair value of the award or the SCT total compensation for the covered fiscal year.
(3)
Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on September 30, 2020 (the last trading day of fiscal 2020) through and including the end of each fiscal year reported in the table.
(4)
Our peer group used for the TSR calculation is the Nasdaq Telecommunications Index, which is the same “peer index” used in the performance graph appearing in our annual report on Form 10-K.
(5)
Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to our Company’s performance, is Adjusted EBITDA. Adjusted EBITDA is EBITDA adjusted for stock-based compensation expense, acquisition-related expenses, restructuring charges and reversals and changes in fair value of contingent consideration is useful to investors to evaluate our core operating results and financial performance because it excludes items that are significant non-cash or non-recurring expenses reflected in the consolidated statements of operation.
   
Company Selected Measure Name Adjusted EBITDA    
Named Executive Officers, Footnote
(1)
Our PEO and Other NEOs for each reported fiscal year were:
Year
PEO
Other NEOs
2023
Ronald E. Konezny James J. Loch, David H. Sampsell, Terrence G. Schneider, and Radha R. Chavali
2022
Ronald E. Konezny James J. Loch, David H. Sampsell, Terrence G. Schneider, Radha R. Chavali, Tracy L. Roberts, and Kevin C. Riley
2021
Ronald E. Konezny James J. Loch, David H. Sampsell, Tracy L. Roberts, Kevin C. Riley, and Michael A. Ueland
   
Peer Group Issuers, Footnote
(4)
Our peer group used for the TSR calculation is the Nasdaq Telecommunications Index, which is the same “peer index” used in the performance graph appearing in our annual report on Form 10-K.
   
PEO Total Compensation Amount $ 8,680,638 $ 3,056,878 $ 2,427,405
PEO Actually Paid Compensation Amount $ 5,157,171 7,194,627 4,322,591
Adjustment To PEO Compensation, Footnote
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” ​(“CAP”) as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below:
2023
2022
2021
Adjustments(A)
PEO
($)
Average of
Other
NEOs
($)
PEO
($)
Average of
Other
NEOs
($)
PEO
($)
Average of
Other
NEOs
($)
Total Compensation from SCT
8,680,638 1,565,302 3,056,878 555,704 2,427,405 765,929
Adjustments for stock and option awards:
Subtract SCT amounts of stock and option awards
(6,914,355) (947,441) (1,428,595) (236,131) (1,640,833) (333,403)
Add fair value at year-end of awards granted during the
covered fiscal year that are outstanding and unvested
at year-end
4,591,431 621,982 2,701,902 453,599 2,022,626 459,553
+/- The difference between fair value of awards from the
end of the prior fiscal year to the end of the covered
fiscal year for awards granted in any prior fiscal year
that are outstanding and unvested at the end of the
covered fiscal year
(1,203,605) (187,270) 2,990,479 331,887 1,231,195 216,009
+/- The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year
3,062 (142,337) (126,037) (22,899) 282,198 24,813
Subtract fair value at end of prior fiscal year for awards
granted in any prior fiscal year that fail to meet the
applicable vesting conditions during the covered fiscal
year
(191,187) (122,056)
Compensation Actually Paid (as calculated)
5,157,171 910,236 7,194,627 890,973 4,322,591 1,010,845
   
Non-PEO NEO Average Total Compensation Amount $ 1,565,302 555,704 765,929
Non-PEO NEO Average Compensation Actually Paid Amount $ 910,236 890,973 1,010,845
Adjustment to Non-PEO NEO Compensation Footnote
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” ​(“CAP”) as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below:
2023
2022
2021
Adjustments(A)
PEO
($)
Average of
Other
NEOs
($)
PEO
($)
Average of
Other
NEOs
($)
PEO
($)
Average of
Other
NEOs
($)
Total Compensation from SCT
8,680,638 1,565,302 3,056,878 555,704 2,427,405 765,929
Adjustments for stock and option awards:
Subtract SCT amounts of stock and option awards
(6,914,355) (947,441) (1,428,595) (236,131) (1,640,833) (333,403)
Add fair value at year-end of awards granted during the
covered fiscal year that are outstanding and unvested
at year-end
4,591,431 621,982 2,701,902 453,599 2,022,626 459,553
+/- The difference between fair value of awards from the
end of the prior fiscal year to the end of the covered
fiscal year for awards granted in any prior fiscal year
that are outstanding and unvested at the end of the
covered fiscal year
(1,203,605) (187,270) 2,990,479 331,887 1,231,195 216,009
+/- The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year
3,062 (142,337) (126,037) (22,899) 282,198 24,813
Subtract fair value at end of prior fiscal year for awards
granted in any prior fiscal year that fail to meet the
applicable vesting conditions during the covered fiscal
year
(191,187) (122,056)
Compensation Actually Paid (as calculated)
5,157,171 910,236 7,194,627 890,973 4,322,591 1,010,845
   
Compensation Actually Paid vs. Total Shareholder Return
[MISSING IMAGE: bc_tsr-4c.jpg]
   
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_netincome-4c.jpg]
   
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_ebitda-4c.jpg]
   
Tabular List, Table
Tabular List of Important Financial Performance Measures
Listed below are five financial performance measures Digi believes are the most important ones we use to link the compensation actually paid to our Named Executives to our performance:
Adjusted EBITDA
Relative Total Shareholder Return
Net Income
Revenue
Annual Recurring Revenue
   
Total Shareholder Return Amount $ 173 221 134
Peer Group Total Shareholder Return Amount 95 80 110
Net Income (Loss) $ 24,770,000 $ 19,383,000 $ 10,366,000
Company Selected Measure Amount 96,500,000 79,415,000 48,261,000
PEO Name Ronald E. Konezny    
Measure:: 1      
Pay vs Performance Disclosure      
Name Adjusted EBITDA    
Non-GAAP Measure Description
(5)
Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to our Company’s performance, is Adjusted EBITDA. Adjusted EBITDA is EBITDA adjusted for stock-based compensation expense, acquisition-related expenses, restructuring charges and reversals and changes in fair value of contingent consideration is useful to investors to evaluate our core operating results and financial performance because it excludes items that are significant non-cash or non-recurring expenses reflected in the consolidated statements of operation.
   
Measure:: 2      
Pay vs Performance Disclosure      
Name Relative Total Shareholder Return    
Measure:: 3      
Pay vs Performance Disclosure      
Name Net Income    
Measure:: 4      
Pay vs Performance Disclosure      
Name Revenue    
Measure:: 5      
Pay vs Performance Disclosure      
Name Annual Recurring Revenue    
PEO | SCT Amounts of Stock and Option Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (6,914,355) $ (1,428,595) $ (1,640,833)
PEO | Fair Value at Year-end of Awards Granted During The Covered Fiscal Year That Are Outstanding and Unvested at Year-end [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 4,591,431 2,701,902 2,022,626
PEO | The Difference Between Fair Value of Awards From The End of The Prior Fiscal Year to The End of The Covered Fiscal Year For Awards Granted in Any Prior Fiscal Year That Are Outstanding and Unvested at The End of The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,203,605) 2,990,479 1,231,195
PEO | The Change in Fair Value From The End of The Prior Fiscal Year to The Vesting Date for Awards Granted in Any Prior Fiscal Year Which Vested During The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 3,062 (126,037) 282,198
PEO | Subtract Fair Value at End of Prior Fiscal Year for Awards Granted in Any Prior Fiscal Year That Fail to Meet The Applicable Vesting Conditions During The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount
Non-PEO NEO      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount     24,813
Non-PEO NEO | SCT Amounts of Stock and Option Awards [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (947,441) (236,131) (333,403)
Non-PEO NEO | Fair Value at Year-end of Awards Granted During The Covered Fiscal Year That Are Outstanding and Unvested at Year-end [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 621,982 453,599 459,553
Non-PEO NEO | The Difference Between Fair Value of Awards From The End of The Prior Fiscal Year to The End of The Covered Fiscal Year For Awards Granted in Any Prior Fiscal Year That Are Outstanding and Unvested at The End of The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (187,270) 331,887 216,009
Non-PEO NEO | The Change in Fair Value From The End of The Prior Fiscal Year to The Vesting Date for Awards Granted in Any Prior Fiscal Year Which Vested During The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (142,337) (22,899)  
Non-PEO NEO | Subtract Fair Value at End of Prior Fiscal Year for Awards Granted in Any Prior Fiscal Year That Fail to Meet The Applicable Vesting Conditions During The Covered Fiscal Year [Member]      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ (191,187) $ (122,056)