vehicles, planes, tractors, cruise ships and elevators. Our solutions power natural conversational and intuitive interactions between vehicles, drivers and passengers, and the broader digital world. We are a premier provider of AI-powered assistants and innovations for connected and autonomous vehicles, including one of the world’s most popular software platforms for building automotive virtual assistants, such as “Hey BMW” and “Ni hao Banma”. Our customers include all major automobile original equipment manufacturers (“OEMs”) or their tier 1 suppliers worldwide, including BMW, Daimler, FCA Group, Ford, Geely, GM, Renault-Nissan, SAIC, Toyota, Volkswagen Group, Aptiv, Bosch, Continental, DENSO TEN, NIO, XPeng and Harman. We deliver our solutions on a white-label basis, enabling our customers to deliver customized virtual assistants with unique, branded personalities and ultimately strengthening the bond between their brands and end users. Our vision is to enable a more enjoyable, safer journey for everyone.
Our platform utilizes industry-leading speech recognition, natural language understanding, speech signal enhancement, text-to-speech, and acoustic modeling technology to provide a conversational AI-based solution. Virtual assistants built with our platform can enable a wide variety of modes of human-vehicle interaction, including speech, touch, handwriting, gaze tracking and gesture recognition, and can support the integration of third-party virtual assistants into the in-vehicle experience.
Our software platform is a market leader for building integrated, branded and differentiated virtual assistants for automobiles. As a unified platform and common interface for automotive cognitive assistance, our software platform provides OEMs and suppliers with an important control point with respect to the mobility experience and their brand value. Our platform is fully customizable and designed to support our customers in creating their own ecosystem in the automobile and transforming the vehicle into a hub for numerous connected devices and services. Virtual assistants built with our software platform can address user requests across a wide variety of categories, such as navigation, control, media, communication and tools. Our software platform is comprised of edge computing and cloud-connected software components and a software framework linking these components together under a common programming interface. We implement our software platform for our customers through our professional services organization, which works with OEMs and suppliers to optimize our software for the requirements, configurations and acoustic characteristics of specific vehicle models.
Our solutions have been installed in more than 475 million automobiles to date, including over 47 million new vehicles in fiscal year 2023 alone. Based on royalty reports provided by our customers and third-party reports of total vehicle production worldwide, we estimate that approximately 54% of all cars shipped during the fiscal year ended September 30, 2023 included Cerence technologies. Cerence hybrid solutions shipped in approximately 11.0 million vehicles during the fiscal year ended September 30, 2023. In aggregate, over 80 OEMs and Tier 1 suppliers worldwide use our solutions, covering over 70 languages and dialects, including English, German, Spanish, French, Mandarin, Cantonese, Japanese and Hindi.
Since October 1, 2019, we have been an independent publicly-traded company on The Nasdaq Global Select Market under the symbol “CRNC,” after our former parent company, Nuance Communications, Inc. (“Nuance”), completed the legal and structural separation and distribution to its shareholders of all our then outstanding shares (the “Spin Off”).
Recent Event Highlights
Fiscal year 2023 held many accomplishments across Cerence as we work to transform the mobility experience. We secured important customer wins globally, including securing 14 strategic design wins including nine for our Cerence Assistant platform; adding nine new customers, including two additional two-wheeler customers; achieving five competitive displacements against niche competitors and consumer tech; attaining additional wins in AIoT, non-transportation markets; embarking on a product strategy incorporating the latest achievements in Generative AI and Large Language Models (LLMs); showing 15 Proof of Concept programs incorporating new Generative AI technology to global OEMs; and exceeding top and bottom-line performance expectations set at the beginning of the fiscal year.
In fiscal year 2023, we refined our long-term product strategy in response to the significant advancements in Generative AI and LLMs introduced during the fiscal year. This resulted in an evolution of our Destination Next strategy that we believe will serve us and our customers well in supporting our efforts to create uniquely branded immersive companion experiences for our customers.
3
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Sep. 30, 2023 |
Sep. 30, 2022 |
Sep. 30, 2021 |
Pay vs Performance Disclosure |
|
|
|
Pay vs Performance Disclosure, Table |
PAY VERSUS PERFORMANCE DISCLOSURE Pursuant to Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” (“CAP”) to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO named executive officers ( “Non-PEO NEOs”) and certain aspects of the financial performance of the Company. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For further information concerning our compensation philosophy and how we align executive compensation with our performance, please see the Compensation Discussion & Analysis section of this Proxy Statement. Pay Versus Performance Table
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total for Dr. Ortmanns
|
|
|
Summary Compensation Table Total for Mr. Dhawan
|
|
|
Compensation Actually Paid to Dr. Ortmanns PEO (3) |
|
|
Compensation Actually Paid to Mr. Dhawan PEO (3) |
|
|
Average Summary Compensation Table Total for Non-PEO NEOs (2) |
|
|
Average Compensation Actually Paid to Non-PEO NEOs (3) |
|
|
Value of Initial Fixed $100 Investment Based on: (4) |
|
|
|
|
|
|
|
|
|
|
|
Peer Group Total Shareholder Return (5) |
|
2023 |
|
$ |
14,438,733 |
|
|
|
— |
|
|
$ |
15,972,323 |
|
|
|
— |
|
|
$ |
6,752,845 |
|
|
$ |
4,286,095 |
|
|
$ |
42 |
|
|
$ |
107 |
|
|
($ |
56 |
) |
|
$ |
291 |
|
2022 |
|
$ |
5,348,695 |
|
|
$ |
9,512,933 |
|
|
($ |
4,314,610 |
) |
|
($ |
17,453,566 |
) |
|
$ |
2,775,483 |
|
|
($ |
1,854,165 |
) |
|
$ |
32 |
|
|
$ |
90 |
|
|
($ |
311 |
) |
|
$ |
341 |
|
2021 |
|
|
— |
|
|
$ |
7,465,574 |
|
|
|
— |
|
|
$ |
41,323,599 |
|
|
|
1,803,823 |
|
|
$ |
10,285,852 |
|
|
$ |
197 |
|
|
$ |
144 |
|
|
$ |
46 |
|
|
$ |
385 |
|
(1) |
Dr. Ortmanns succeeded Sanjay Dhawan as PEO in fiscal year 2022 (on December 15, 2021). Mr. Dhawan served as the PEO for the entirety of fiscal year 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: |
|
• |
|
Fiscal year 2023: Thomas Beaudoin, Prateek Kathpal, and Iqbal Arshad |
|
• |
|
Fiscal year 2022: Thomas Beaudoin, Mark Gallenberger, Marc Montagner, Prateek Kathpal, and Christophe Couvreur |
|
• |
|
Fiscal year 2021: Mark Gallenberger, Stefan Ortmanns, and Leanne Fitzgerald |
(2) |
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table (“SCT”) for the applicable year in the case of our PEOs, Dr. Ortmanns and Mr. Dhawan, and (ii) the average of the total compensation reported in the SCT for the applicable year for our Non-PEO NEOs. |
(3) |
Amounts reported in these columns represent (i) CAP for the applicable year in the case of our PEOs, Dr. Ortmanns and Mr. Dhawan and (ii) the average CAP for the applicable year for our Non-PEO NEOs; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments made to the SCT amounts to calculate CAP for our PEOs, Dr. Ortmanns and Mr. Dhawan, and for the average of the Non-PEO NEOs in accordance with the requirements of Item 402(v) of Regulation S-K is set forth in the following table: |
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|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension Value Reported in SCT for the Fiscal Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Pension Value Service Cost for the Fiscal Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Equity Award Value Reported in SCT for the Fiscal Year |
|
$ |
13,256,602 |
|
|
$ |
6,059,259 |
|
|
$ |
4,361,086 |
|
|
$ |
9,329,311 |
|
|
$ |
2,450,148 |
|
|
$ |
5,806,759 |
|
|
$ |
955,131 |
|
Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year |
|
$ |
14,842,886 |
|
|
$ |
3,379,689 |
|
|
$ |
854,690 |
|
|
$ |
1,881,873 |
|
|
$ |
536,461 |
|
|
$ |
10,606,123 |
|
|
$ |
1,684,584 |
|
Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
($ |
52,694 |
) |
|
($ |
8,411 |
) |
|
($ |
6,984,598 |
) |
|
$ |
0 |
|
|
($ |
1,346,670 |
) |
|
$ |
21,363,485 |
|
|
$ |
6,688,566 |
|
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year |
|
$ |
0 |
|
|
$ |
318,036 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year |
|
$ |
0 |
|
|
$ |
53,567 |
|
|
$ |
827,689 |
|
|
$ |
348,221 |
|
|
$ |
2,084 |
|
|
$ |
7,695,176 |
|
|
$ |
1,064,011 |
|
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year |
|
$ |
0 |
|
|
$ |
150,371 |
|
|
$ |
0 |
|
|
$ |
19,867,283 |
|
|
$ |
1,371,374 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
(4) |
Total Shareholder Return (“TSR”) is cumulative for the measurement periods beginning on September 30, 2020 and ending on September 30 of each of 2023, 2022 and 2021, respectively. TSR is calculated by dividing the difference between the price of the Company’s common stock at the end and the beginning of the measurement period by the price of the Company’s common stock at the beginning of the measurement period. No dividends were paid by the Company during fiscal years 2021, 2022, or 2023. |
(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. Our peer group for these purposes is the S&P Software & Services Select Industry Index, which is the industry index used by the Company for purposes of compliance with Item 201(e) of Regulation S-K for all three fiscal years. |
(6) |
Reflects the Company’s net income (loss) reflected in the audited financial statements published in our Annual Report on Form 10-K for the applicable year. |
(7) |
Revenue is the company-selected measure. Values shown reflect revenue as calculated for purposes of our executive compensation program for the applicable reporting fiscal year based on the reporting fiscal year’s STIP foreign exchange rate. |
|
|
|
Company Selected Measure Name |
Revenue
|
|
|
Named Executive Officers, Footnote |
(1) |
Dr. Ortmanns succeeded Sanjay Dhawan as PEO in fiscal year 2022 (on December 15, 2021). Mr. Dhawan served as the PEO for the entirety of fiscal year 2021. Our Non-PEO NEOs for the applicable fiscal years were as follows: |
|
• |
|
Fiscal year 2023: Thomas Beaudoin, Prateek Kathpal, and Iqbal Arshad |
|
• |
|
Fiscal year 2022: Thomas Beaudoin, Mark Gallenberger, Marc Montagner, Prateek Kathpal, and Christophe Couvreur |
|
• |
|
Fiscal year 2021: Mark Gallenberger, Stefan Ortmanns, and Leanne Fitzgerald |
|
|
|
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. Our peer group for these purposes is the S&P Software & Services Select Industry Index, which is the industry index used by the Company for purposes of compliance with Item 201(e) of Regulation S-K for all three fiscal years. |
|
|
|
Adjustment To PEO Compensation, Footnote |
(3) |
Amounts reported in these columns represent (i) CAP for the applicable year in the case of our PEOs, Dr. Ortmanns and Mr. Dhawan and (ii) the average CAP for the applicable year for our Non-PEO NEOs; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments made to the SCT amounts to calculate CAP for our PEOs, Dr. Ortmanns and Mr. Dhawan, and for the average of the Non-PEO NEOs in accordance with the requirements of Item 402(v) of Regulation S-K is set forth in the following table: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension Value Reported in SCT for the Fiscal Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Pension Value Service Cost for the Fiscal Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Equity Award Value Reported in SCT for the Fiscal Year |
|
$ |
13,256,602 |
|
|
$ |
6,059,259 |
|
|
$ |
4,361,086 |
|
|
$ |
9,329,311 |
|
|
$ |
2,450,148 |
|
|
$ |
5,806,759 |
|
|
$ |
955,131 |
|
Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year |
|
$ |
14,842,886 |
|
|
$ |
3,379,689 |
|
|
$ |
854,690 |
|
|
$ |
1,881,873 |
|
|
$ |
536,461 |
|
|
$ |
10,606,123 |
|
|
$ |
1,684,584 |
|
Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
($ |
52,694 |
) |
|
($ |
8,411 |
) |
|
($ |
6,984,598 |
) |
|
$ |
0 |
|
|
($ |
1,346,670 |
) |
|
$ |
21,363,485 |
|
|
$ |
6,688,566 |
|
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year |
|
$ |
0 |
|
|
$ |
318,036 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year |
|
$ |
0 |
|
|
$ |
53,567 |
|
|
$ |
827,689 |
|
|
$ |
348,221 |
|
|
$ |
2,084 |
|
|
$ |
7,695,176 |
|
|
$ |
1,064,011 |
|
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year |
|
$ |
0 |
|
|
$ |
150,371 |
|
|
$ |
0 |
|
|
$ |
19,867,283 |
|
|
$ |
1,371,374 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 6,752,845
|
$ 2,775,483
|
$ 1,803,823
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 4,286,095
|
(1,854,165)
|
10,285,852
|
Adjustment to Non-PEO NEO Compensation Footnote |
(3) |
Amounts reported in these columns represent (i) CAP for the applicable year in the case of our PEOs, Dr. Ortmanns and Mr. Dhawan and (ii) the average CAP for the applicable year for our Non-PEO NEOs; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments made to the SCT amounts to calculate CAP for our PEOs, Dr. Ortmanns and Mr. Dhawan, and for the average of the Non-PEO NEOs in accordance with the requirements of Item 402(v) of Regulation S-K is set forth in the following table: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension Value Reported in SCT for the Fiscal Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Pension Value Service Cost for the Fiscal Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Equity Award Value Reported in SCT for the Fiscal Year |
|
$ |
13,256,602 |
|
|
$ |
6,059,259 |
|
|
$ |
4,361,086 |
|
|
$ |
9,329,311 |
|
|
$ |
2,450,148 |
|
|
$ |
5,806,759 |
|
|
$ |
955,131 |
|
Year End Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year |
|
$ |
14,842,886 |
|
|
$ |
3,379,689 |
|
|
$ |
854,690 |
|
|
$ |
1,881,873 |
|
|
$ |
536,461 |
|
|
$ |
10,606,123 |
|
|
$ |
1,684,584 |
|
Year over Year Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years |
|
($ |
52,694 |
) |
|
($ |
8,411 |
) |
|
($ |
6,984,598 |
) |
|
$ |
0 |
|
|
($ |
1,346,670 |
) |
|
$ |
21,363,485 |
|
|
$ |
6,688,566 |
|
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year |
|
$ |
0 |
|
|
$ |
318,036 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Year over Year Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year |
|
$ |
0 |
|
|
$ |
53,567 |
|
|
$ |
827,689 |
|
|
$ |
348,221 |
|
|
$ |
2,084 |
|
|
$ |
7,695,176 |
|
|
$ |
1,064,011 |
|
Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year |
|
$ |
0 |
|
|
$ |
150,371 |
|
|
$ |
0 |
|
|
$ |
19,867,283 |
|
|
$ |
1,371,374 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value or Total Compensation for the Fiscal Year |
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| In the table above, the unvested equity fair values were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. For unvested awards subject to performance-based vesting conditions, the fair values were based on the probable outcome of such performance-based vesting conditions as of the last day of the year.
|
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|
Compensation Actually Paid vs. Total Shareholder Return |
Relationship between CAP and TSR . The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between our TSR and CAP for the PEO and average CAP for the Non-PEO NEOs. As shown in the graph below, CAP to our PEO and the average CAP for the Non-PEO NEOs is aligned with the Company’s TSR over the three-year period from October 1, 2020 to September 30, 2023, in large part because a significant portion of the compensation awarded to the Company’s NEOs is in the form of equity awards, the value of which is impacted by stock price changes.
|
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|
Compensation Actually Paid vs. Net Income |
Relationship between CAP and GAAP Net Income . The graph below reflects the relationship between the PEO and Average Non-PEO NEOs CAP and our GAAP Net Income. The Company does not use net income as a performance measure in its executive compensation program.
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
Relationship between CAP and Revenue (our Company-Selected Measure). The graph below reflects the relationship between the PEO and Average Non-PEO NEOs CAP and our revenue.
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|
Total Shareholder Return Vs Peer Group |
Relationship between CAP and TSR . The graph below illustrates the relationship between our TSR and the Peer Group TSR, as well as the relationship between our TSR and CAP for the PEO and average CAP for the Non-PEO NEOs. As shown in the graph below, CAP to our PEO and the average CAP for the Non-PEO NEOs is aligned with the Company’s TSR over the three-year period from October 1, 2020 to September 30, 2023, in large part because a significant portion of the compensation awarded to the Company’s NEOs is in the form of equity awards, the value of which is impacted by stock price changes.
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Tabular List, Table |
Performance Measures Used to Link Company Performance and CAP. The following is a list of performance measures, which in our assessment represent the most important performance measures used by the Company to link compensation actually paid to the named executive officers for fiscal year 2023. Each metric below is used for purposes of determining payouts under either our annual incentive program or vesting of our performance stock units. Please see the CD&A for a further description of these metrics and how they are used in the Company’s executive compensation program.
|
Revenue |
Adjusted EBITDA |
Adjusted EBITDA Margin |
Bookings |
|
|
|
Total Shareholder Return Amount |
$ 42
|
32
|
197
|
Peer Group Total Shareholder Return Amount |
107
|
90
|
144
|
Net Income (Loss) |
$ (56,000,000)
|
$ (311,000,000)
|
$ 46,000,000
|
Company Selected Measure Amount |
291,000,000
|
341,000,000
|
385,000,000
|
Measure:: 1 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Revenue
|
|
|
Measure:: 2 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Adjusted EBITDA
|
|
|
Measure:: 3 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Adjusted EBITDA Margin
|
|
|
Measure:: 4 |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Name |
Bookings
|
|
|
Dr. Ortmanns [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
PEO Total Compensation Amount |
$ 14,438,733
|
$ 5,348,695
|
$ 0
|
PEO Actually Paid Compensation Amount |
$ 15,972,323
|
(4,314,610)
|
0
|
PEO Name |
Dr. Ortmanns
|
|
|
Mr. Dhawan [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
PEO Total Compensation Amount |
$ 0
|
9,512,933
|
7,465,574
|
PEO Actually Paid Compensation Amount |
$ 0
|
(17,453,566)
|
41,323,599
|
PEO Name |
Mr. Dhawan
|
|
|
PEO | Dr. Ortmanns [Member] | Change in Pension Value Reported in SCT for the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ 0
|
0
|
|
PEO | Dr. Ortmanns [Member] | Pension Value Service Cost for the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
|
PEO | Dr. Ortmanns [Member] | Equity Award Value Reported in SCT for the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
13,256,602
|
4,361,086
|
|
PEO | Dr. Ortmanns [Member] | Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
14,842,886
|
854,690
|
|
PEO | Dr. Ortmanns [Member] | Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(52,694)
|
(6,984,598)
|
|
PEO | Dr. Ortmanns [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
|
PEO | Dr. Ortmanns [Member] | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
827,689
|
|
PEO | Dr. Ortmanns [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
|
PEO | Dr. Ortmanns [Member] | Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
|
PEO | Mr. Dhawan [Member] | Change in Pension Value Reported in SCT for the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
0
|
0
|
PEO | Mr. Dhawan [Member] | Pension Value Service Cost for the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
0
|
0
|
PEO | Mr. Dhawan [Member] | Equity Award Value Reported in SCT for the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
9,329,311
|
5,806,759
|
PEO | Mr. Dhawan [Member] | Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
1,881,873
|
10,606,123
|
PEO | Mr. Dhawan [Member] | Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
0
|
21,363,485
|
PEO | Mr. Dhawan [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
0
|
0
|
PEO | Mr. Dhawan [Member] | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
348,221
|
7,695,176
|
PEO | Mr. Dhawan [Member] | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
19,867,283
|
0
|
PEO | Mr. Dhawan [Member] | Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
|
0
|
0
|
Non-PEO NEO | Change in Pension Value Reported in SCT for the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
Non-PEO NEO | Pension Value Service Cost for the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
0
|
0
|
0
|
Non-PEO NEO | Equity Award Value Reported in SCT for the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
6,059,259
|
2,450,148
|
955,131
|
Non-PEO NEO | Fair Value of Equity Awards Granted During the Covered Year that Remain Outstanding and Unvested as of Last Day of the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
3,379,689
|
536,461
|
1,684,584
|
Non-PEO NEO | Change in Fair Value as of the Last Day of the Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
(8,411)
|
(1,346,670)
|
6,688,566
|
Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
318,036
|
0
|
0
|
Non-PEO NEO | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested During the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
53,567
|
2,084
|
1,064,011
|
Non-PEO NEO | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
150,371
|
1,371,374
|
0
|
Non-PEO NEO | Value of Dividends or other Earnings Paid on Equity Awards Not Otherwise Reflected in Fair Value [Member] |
|
|
|
Pay vs Performance Disclosure |
|
|
|
Adjustment to Compensation, Amount |
$ 0
|
$ 0
|
$ 0
|