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Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
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 Act and Consumer Protection Act and Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to executive officers of the Company and the Company’s financial performance. 

 

 

A.

Required Tabular Disclosure of Compensation Actually Paid versus Performance

 

The following table discloses information on "compensation actually paid" or "CAP" (as determined pursuant to SEC rules) to our principal executive officer ("PEO") and (on average) to our other Named Executive Officers ("non-PEO NEOs") during the specified years alongside total shareholder return and net income, as well as the Company-selected measure of Company adjusted EBITDA, as defined under the 2024 Cash Incentive Bonus Plan ("2024 Incentive Plan Company Adjusted EBITDA"). The Company selected this measure as the most important in linking compensation actually paid to our Named Executive Officers for 2024 to Company performance by virtue of the fact that the 2024 Cash Incentive Bonus Plan was a key component of our 2024 executive compensation program, and 2024 Incentive Plan Company Adjusted EBITDA was the primary metric for determining achievement under the 2024 Cash Incentive Bonus Plan for all of our Named Executive Officers. Moreover, this same measure (adjusted EBITDA, calculated in the same manner as 2024 Incentive Plan Company Adjusted EBITDA) was the sole metric for determining achievement under the performance-based RSUs granted to certain of our Named Executive Officers (Michael Sousa, Michael M. Collier, Kevin P. O'Hara, and Scott A. Roberts) in 2022, 2023, and 2024, as applicable, which were eligible for vesting based on performance during the year ended December 31, 2024.

 

                                   

Value of initial fixed $100 investment based on(3):

                  
Year(1)   Summary compensation table total for PEO     Compensation actually paid to PEO(2)     Average summary compensation table total for non-PEO NEOs   Average compensation actually paid to non-PEO NEOs(2)    

Total shareholder return

    

Peer group total shareholder return (Dow Jones US Software TSM)

     Net Income(4)     Company-selected measure: Adjusted EBITDA(5)  
2024   $ 702,131     $ 786,546     $ 820,457     $ 927,914     $ 117.87     $ 243.89     $ 20,007,000     $ 66,726,000  

2023

     727,109       787,761       795,497

 

     853,601       99.78       207.07       15,213,000       61,295,000  
2022     749,901       735,100       811,303       787,891       91.32       129.99       12,091,000       53,192,000  

2021

     641,950       714,120       746,776

 

     827,431       96.91       194.54       5,845,000       52,315,000  

2020

     577,378       499,881       643,007

 

     512,716       80.29       147.65       14,091,000       49,248,000  

 

(1)

Non-PEO NEOs in the table above include the following individuals: for 2020, J. Edward Pearson, Michael Sousa, Scott A. Roberts, and Michael M. Collier; for 2021, J. Edward Pearson, Michael Sousa, Scott A. Roberts, and Kevin P. O'Hara; for 2022, J. Edward Pearson, Michael Sousa, Scott A. Roberts, and Trisha L. Coady; for 2023, Michael Sousa, Michael M. Collier, Scott A. Roberts, and Trisha L. Coady; and for 2024, Michael Sousa, Michael M. Collier, Kevin P. O'Hara, and Scott A. Roberts. Our principal executive officer for each of the years set forth above was Robert A. Frist, Jr.

 

        
PEO Total Compensation Amount $ 702,131 $ 727,109 $ 749,901 $ 641,950 $ 577,378
PEO Actually Paid Compensation Amount $ 786,546 787,761 735,100 714,120 499,881
Adjustment To PEO Compensation, Footnote

(2)

Adjustments made to calculate "compensation actually paid" pursuant to the SEC rules to our principal executive officer for the years set forth below are as follows:

 

PEO

   2024   2023  

2022

   2021  

2020

  

Total Compensation in SCT

   $ 702,131   $ 727,109  

$

749,901

   $  641,950   

$

577,378

  
Less: Grant date value of stock awards and option awards reported in SCT     (150,020 )   (150,006 )   (205,336 )   (131,548 )   (131,538 )
Plus: Year-end value of awards granted during the year that are outstanding and unvested as of year-end     170,448     172,235     240,128      150,700      125,121   
Plus/(less): Change in fair value, from prior year-end to year-end, of awards granted in a prior year that are outstanding and unvested as of year-end     65,349     30,524     (15,580 )   44,436      (49,365 )
Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year     (1,362 )   7,899     (34,013 )   8,582      (21,715 )
Less: Prior year-end value of awards granted in a prior year that failed to vest during the year     —     —     —     —     —  
Total Adjustments     84,415     60,652     (14,801 )   72,170      (77,497 )
Compensation Actually Paid   $ 786,546   $ 787,761   $ 735,100    $ 714,120    $ 499,881   
       
Non-PEO NEO Average Total Compensation Amount $ 820,457 795,497 811,303 746,776 643,007
Non-PEO NEO Average Compensation Actually Paid Amount $ 927,914 853,601 787,891 827,431 512,716
Adjustment to Non-PEO NEO Compensation Footnote
  Adjustments made to calculate “compensation actually paid” pursuant to the SEC rules to our named executive officers (other than our principal executive officer) on average for the years set forth below are as follows:

 

Average of Non-PEO NEOs

   2024   2023  

2022

   2021  

2020

  

Total Compensation in SCT

   $ 820,457   $ 795,497  

$

811,303 

   $  746,776   

$

 643,007 

  
Less: Grant date value of stock awards and option awards reported in SCT     (326,717 )   (286,382 )   (343,069 )   (316,719 )   (281,764 )
Plus: Year-end value of awards granted during the year that are outstanding and unvested as of year-end     380,590     310,886     273,103      359,083      232,033   
Plus/(less): Change in fair value, from prior year-end to year-end, of awards granted in a prior year that are outstanding and unvested as of year-end     61,531     26,078     115,132      29,252      (46,332 )
Plus/(less): Change in value, from prior year-end to vesting date, of awards granted in a prior year that vested during the year     (7,947 )   7,522     (68,578 )   9,039      (34,228 )
Less: Prior year-end value of awards granted in a prior year that failed to vest during the year     —     —     —     —     —  
Total Adjustments     107,457     58,104     (23,412 )   80,655      (130,291 )
Compensation Actually Paid   $ 927,914   $ 853,601   $ 787,891    $ 827,431    $ 512,716   

 

 

(3)

Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019 in our stock and the Dow Jones US Software TSM index. The Dow Jones US Software TSM index was the index that was disclosed in our performance graph in Part II, Item 5 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 28, 2025 pursuant to Item 201(e) of Regulation S-K. 

 

(4)

Reflects after-tax net income prepared in accordance with GAAP for each of the years shown above.

 

(5)

Adjusted EBITDA as defined under the Company’s 2024 cash incentive bonus plan, or 2024 Incentive Plan Company Adjusted EBITDA, equals the Company’s consolidated adjusted EBITDA for the year ended December 31, 2024 as publicly disclosed by the Company, subject to the following adjustments: (i) excluding acquisition-related expenses incurred during the year to the extent such expenses were in excess of the amount originally allocated to such purpose in the Company's 2024 budget, and (ii) excluding the impact on adjusted EBITDA from acquisitions and divestitures consummated during the year. For purposes of clarity, the calculation of consolidated adjusted EBITDA as publicly disclosed by the Company, as well as 2024 Incentive Plan Company Adjusted EBITDA, takes into account any bonus amounts payable by the Company under the 2024 Cash Incentive Bonus Plan. For additional information regarding this measure, see "Compensation Discussion and Analysis" above. In addition, see Appendix A for additional information regarding adjusted EBITDA as publicly disclosed by the Company, including a reconciliation of adjusted EBITDA for the year ended December 31, 2024, to the most comparable GAAP measure, net income.
       
Compensation Actually Paid vs. Total Shareholder Return

 

C.

Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
 

The following graphs illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and cumulative total shareholder returns of the Dow Jones US Software TSM index. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with the SEC rules and may not fully represent the actual final amount of compensation earned by or actually paid to our Named Executive Officers during the applicable years.

 

 

pvp-1.jpg

 

        
Compensation Actually Paid vs. Net Income
pvp-2.jpg
 
        
Compensation Actually Paid vs. Company Selected Measure

 

 

pvp-3.jpg

 

        
Tabular List, Table
 

B.

Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

 

Listed below are the performance measures which in our assessment represent the most important financial performance measures (as defined by SEC rules) we used to link compensation actually paid to our Named Executive Officers for 2024 to the Company's performance.

 

2024 Most Important Financial Performance Measures

 

 

●

2024 Incentive Plan Adjusted EBITDA (as calculated under the 2024 Cash Incentive Bonus Plan)
  ● 2024 Incentive Plan Revenue Growth Percentage Rate (as calculated under the 2024 Cash Incentive Bonus Plan)
       
Total Shareholder Return Amount $ 117.87 99.78 91.32 96.91 80.29
Peer Group Total Shareholder Return Amount 243.89 207.07 129.99 194.54 147.65
Net Income (Loss) $ 20,007,000 $ 15,213,000 $ 12,091,000 $ 5,845,000 $ 14,091,000
Company Selected Measure Amount 66,726,000 61,295,000 53,192,000 52,315,000 49,248,000
Measure:: 1          
Pay vs Performance Disclosure          
Name 2024 Incentive Plan Adjusted EBITDA        
Measure:: 2          
Pay vs Performance Disclosure          
Name 2024 Incentive Plan Revenue Growth Percentage Rate        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 84,415 $ 60,652 $ (14,801) $ 72,170 $ (77,497)
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (150,020) (150,006) (205,336) (131,548) (131,538)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 170,448 172,235 240,128 150,700 125,121
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 65,349 30,524 (15,580) 44,436 (49,365)
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,362) 7,899 (34,013) 8,582 (21,715)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 107,457 58,104 (23,412) 80,655 (130,291)
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (326,717) (286,382) (343,069) (316,719) (281,764)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 380,590 310,886 273,103 359,083 232,033
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 61,531 26,078 115,132 29,252 (46,332)
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,947) 7,522 (68,578) 9,039 (34,228)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0