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Pay vs Performance Disclosure
Pure in Thousands
 12 Months Ended
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

 

The below table and related disclosure is provided in compliance with Item 402(v) of Regulation S-K (the “PvP disclosure rules”), which presents for the previous four fiscal years (i) the total and average total compensation set forth in the Summary Compensation Table (“SCT”) for the Chief Executive Officer and the named executive officers as a group (excluding the Chief Executive Officer), respectively, (ii) the total and average total “compensation actually paid” (as determined in accordance with the PvP disclosure rules) for the Chief Executive Officer (“Compensation Actually Paid to PEO”) and the named executive officers as a group (excluding the Chief Executive Officer) (“Average Summary Compensation Actually Paid to Non-PEO NEOs”), respectively, (iii) the Company’s cumulative Total Shareholder Return (“Cumulative TSR”) and the cumulative TSR (“Peer Group Cumulative TSR”) of our Item 402(v) peer group (“PvP Peer Group”) and (iv) Adjusted EBITDA.
 

Unaudited

  
                                   

 

Value of Initial Fixed $100 Investment Based on:
          

 

Year (1)
  

 

Summary Compensation on Table Total for PEO
    

 

Compensation Actually Paid to PEO(2)
    

Average Summary Compensation on Table Total for Non-PEO NEOs(3)

    

Average Summary Compensation Actually Paid to Non-PEO NEOs(2)

    

 

Total Shareholder Return
    

 

Peer Group Total Shareholder Return(4)
    

 

Net Income (In Thousands)
    

 

Total Adjusted EBITDA (In Thousands)(5)
  

(a)

  

(b)

    

(c)

    

(d)

    

(e)

    

(f)

    

(g)

    

(h)

    

(i)

  

2023

   $
1,094,128
     $ 2,009,475     $ 625,357     $
983,846
     $
44
     $
119
     $ (96,197)     $
15,451
  

2022

    
1,259,960
      
921,157
      
1,256,712
      
1,133,384
      
55
      
82
      
(27,571)
      
37,590
  

2021

    
773,450
      
844,796
      
512,365
      
552,638
      
136
      
134
      
3,364
      
48,821
  
2020     662,016       727,497       392,192       438,299       120       137       5,775       50,973  

 

(1)

Mr. Noss served as Principal Executive Officer (“PEO”) for all three years. Messrs Singh, Reilly, Woroch and Fausett served as the Non-PEO NEOs for all three years.

(2)

Represents Compensation Actually Paid (“CAP”) for our PEO and average CAP for our Non-PEO NEOs as a group, as computed in accordance with the PvP disclosure rules (determined as set forth below). The dollar amounts do not reflect the amounts of compensation ultimately earned or realized by our NEOs during the covered years.
     
PEO Total Compensation Amount $ 1,094,128 $ 1,259,960 $ 773,450 $ 662,016
PEO Actually Paid Compensation Amount $ 2,009,475 921,157 844,796 727,497
Adjustment To PEO Compensation, Footnote

Adjustment to Determine CAP for PEO

  

Summary Compensation Table(a)

  

2023

    

2022

    

2021

     2020  
SCT Total for PEO   $ 1,094,128     $ 1,259,960     $ 773,450     $ 662,016  

Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b)

     (273,800 )     (561,542 )     (125,719 )     (90,315 )

Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c)

     522,180       525,790       142,214       128,144  

Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c)

     273,810       (197,560 )     41,789       32,645  

Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c)

     281,696       -       -       -  

Adjust for 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(c)

     111,462       (105,491 )     13,062       (4,994 )

Subtract 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(c)

     -       -       -       -  

Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

     -       -       -       -  
TOTAL ADJUSTMENTS     915,347       (338,803 )     71,346       65,481  

COMPENSATION ACTUALLY PAID

   $ 2,009,475     $ 921,157     $ 844,796     $ 727,497  

 

  (a)

We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. 

 
 

(b)

 

The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year, as well as the "Subsidiary Stock Options" column of the Other Compensation table breakdown.
  (c) In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards to our named executive officers were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, and risk-free interest rates) that are generally consistent with those used to estimate fair value at the grant date under U.S. GAAP. See “Stock-based Compensation Expense” in the Notes to Consolidated Financial Statements contained in our 2023 Annual Report for additional details.

 

 

      
Non-PEO NEO Average Total Compensation Amount $ 625,357 1,256,712 512,365 392,192
Non-PEO NEO Average Compensation Actually Paid Amount $ 983,846 1,133,384 552,638 438,299
Adjustment to Non-PEO NEO Compensation Footnote

Adjustment to Determine CAP for Non-PEO Named Executive Officers as a Group

  

Summary Compensation Table(a)

  

2023

    

2022

    

2021

     2020  
Average SCT Total for Non-PEO Named Executive Officers   $ 625,357     $ 1,256,712     $ 512,365     $ 392,192  

Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b)

     (30,608 )     (677,539 )     (113,147 )     (45,839 )

Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c)

     39,929       646,564       127,992       64,073  

Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c)

     133,551       (94,589 )     20,622       8,159  

Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c)

     3,801       -       -       -  

Adjust for 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(c)

     211,817       2,236       4,805       19,713  

Subtract 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(c)

     -       -       -       -  

Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation

     -       -       -       -  
TOTAL ADJUSTMENTS     358,489       (123,328 )     40,273       46,107  

COMPENSATION ACTUALLY PAID

   $ 983,846     $ 1,133,384     $ 552,638     $ 438,299  

 

(a)

We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. 

 

(b)

 

The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year, as well as the "Subsidiary Stock Options" column of the Other Compensation table breakdown.
(c)

In accordance with the requirements of Item 402(v) of Regulation S-K, the fair values of unvested and outstanding equity awards to our named executive officers were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, and risk-free interest rates) that are generally consistent with those used to estimate fair value at the grant date under U.S. GAAP. See “Stock-based Compensation Expense” in the Notes to Consolidated Financial Statements contained in our 2023 Annual Report for additional details.

 

 

(3)

Amounts reflected in this column represents the average “Total Compensation” from the SCT and CAP for our Non-PEO NEOs as a group for the covered years.

 

(4)

 

The dollar amounts reported in column (g) represent the cumulative 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 following published industry index: RDG Internet Composite Index. 
(5)

We identified Adjusted EBITDA as our Company-Selected Measure that represents, in our view, the most important measure used to link CAP to performance. Adjusted EBITDA is a non-GAAP measure. 
     
Compensation Actually Paid vs. Total Shareholder Return
Narrative to the Pay versus Performance Table

 

As discussed in our disclosures under the “Incentive bonus program” section of this proxy statement, Adjusted EBITDA was the only performance measure used directly in the calculation of compensation paid for Fiscal 2020, Fiscal 2021, Fiscal 2022 and Fiscal 2023. Beginning in Fiscal 2023, the Company has replaced Adjusted EBITDA incentive bonus targets with segment targets that are more individually aligned to each NEO's ability to impact Company performance and drive long-term EBITDA growth. 

 

The following graphic depicts the relationship of the CAP received by our PEO and other NEOs in Fiscal 2020, Fiscal 2021, Fiscal 2022 and Fiscal 2023 to the Company’s Cumulative TSR. It also compares the Company’s Cumulative TSR with its Peer Group’s Cumulative TSR.
 
capvscumulativetsr2020-20232.jpg
      
Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP, the Company’s Adjusted EBITDA for FY 2020-2023

 

The following graph demonstrates the relationship of the amount of compensation actually paid to our PEO and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Noss) with the Company’s Adjusted EBITDA over the four fiscal years presented in the table. It should be noted that Adjusted EBITDA targets used to determine CAP in Fiscal 2023 were lowered to reflect the expected impact of accelerated build of our Ting Fiber Network and scaling up of operations on consolidated Adjusted EBITDA.

 

capvsadj01.jpg
      
Tabular List, Table
Financial Performance Measures for Fiscal Year 2023

 

The Company's annual incentive bonuses were structured based on balanced scorecards for each business segment, which included a number of financial and non-financial performance measures specific to each NEO's ability to positively impact the long-term profitability of the Company. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Adjusted EBITDA measures the operational performance and profitability of our businesses, and we use this measure or other measures that positively impact long-term Adjusted EBITDA growth in our compensation programs to incentivize and reward our senior officers to focus on the combination of cost savings and profitable revenue growth. 

 

 

 

      
Total Shareholder Return Amount $ 44 55 136 120
Peer Group Total Shareholder Return Amount 119 82 134 137
Net Income (Loss) $ (96,197,000) $ (27,571,000) $ 3,364,000 $ 5,775,000
Company Selected Measure Amount 15,451 37,590 48,821 50,973
PEO | Equity Awards Adjustments        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 915,347 $ (338,803) $ 71,346 $ 65,481
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (273,800) (561,542) (125,719) (90,315)
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 522,180 525,790 142,214 128,144
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 273,810 (197,560) 41,789 32,645
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 281,696 0 0 0
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 111,462 (105,491) 13,062 (4,994)
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
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 0 0 0 0
Non-PEO NEO | Equity Awards Adjustments        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 358,489 (123,328) 40,273 46,107
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 (30,608) (677,539) (113,147) (45,839)
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 39,929 646,564 127,992 64,073
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 133,551 (94,589) 20,622 8,159
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 3,801 0 0 0
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 211,817 2,236 4,805 19,713
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
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0