Pay vs Performance Disclosure pure in Millions |
12 Months Ended |
Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
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Dec. 31, 2020
USD ($)
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Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
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, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. For information about how our executive compensation program is designed to align with the Company’s performance, please read the “Compensation Discussion and Analysis” above in this proxy statement. The amounts in the table below are calculated in accordance with SEC rules and do not all represent amounts actually earned or realized by our named executive officers (“NEOs”), including with respect to RSUs and PSUs.
The table below presents the compensation amounts for our CEO and non-CEO named executive officers as defined and computed in accordance with SEC rules, our financial performance as measured by TSR, net income and Adjusted EBITDA, and our peer group’s TSR, for fiscal years 2023, 2022, 2021 and 2020.
| Year | | | CEO | | | Non-CEO NEOs | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income ($M) | | | Adjusted EBITDA(5) ($M) | | | Summary Compensation Table Total for CEO | | | Compensation Actually Paid to CEO(1) | | | Average Summary Compensation Table Total for non-CEO named executive officers(2) | | | Average Compensation Actually Paid to non-CEO named executive officers(3) | | | TSR | | | Proxy Peer Group TSR(4) | | | 2023 | | | | $ | 9,791,052 | | | | | $ | 15,601,869 | | | | | $ | 2,825,494 | | | | | $ | 3,893,965 | | | | | $ | 142 | | | | | $ | 163 | | | | | $ | (5) | | | | | $ | 474 | | | | 2022(6) | | | | $ | 6,280,050 | | | | | $ | (3,792,985) | | | | | $ | 1,742,035 | | | | | $ | 105,810 | | | | | $ | 90 | | | | | $ | 145 | | | | | $ | 12 | | | | | $ | 459 | | | | 2021 | | | | $ | 12,341,685 | | | | | $ | 25,616,911 | | | | | $ | 2,408,210 | | | | | $ | 2,962,970 | | | | | $ | 179 | | | | | $ | 177 | | | | | $ | 135 | | | | | $ | 643 | | | | 2020 | | | | $ | 9,217,950 | | | | | $ | 14,829,388 | | | | | $ | 2,263,831 | | | | | $ | 3,512,231 | | | | | $ | 140 | | | | | $ | 119 | | | | | $ | 208 | | | | | $ | 344 | | |
(1)
Compensation actually paid is the total Summary Compensation Table compensation, adjusted as set forth in the table below 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 Mr. Fadel during the applicable year.
(2)
Includes the average total compensation for Messrs. Karam, Blasquez, Montrone and Gautam in 2023; for Messrs. Allred, Hogg (former Executive Vice President — Acima), Karam, Pechersky and Taylor and Ms. Short in 2022; for Messrs. Blasquez, Hogg and Pechersky and Ms. Short (former Executive Vice President — Chief Financial Officer) in 2021; and for Mr. Hogg and Mses. Short, Davids and Skula (former Executive Vice President — Franchising) in 2020. Total compensation for non-CEO named executive officers are as reported in the Summary Compensation Tables.
(3)
The table below presents a reconciliation of the average Summary Compensation Table total to the average compensation actually paid, as defined by SEC rules, to the non-CEO named executive officers: The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year.
(4)
The peer group selected is the S&P 1500 Specialty Retail Index. We use this published industry index as the comparator group to measure our relative total shareholder return for purposes of determining vesting of performance stock units granted under our long-term incentive compensation program. The peer group TSR values for 2020 and 2022 have been updated from disclosures in the Company’s Definitive Proxy Statement filed on April 25, 2023, which inadvertently transposed these numbers.
(5)
Non-GAAP financial measure. See Annex B for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measure.
(6)
None of our named executive officers in the 2022 annual cash incentive program received any bonus plan payout with respect to the 2022 performance year based on the Company’s annual financial performance in 2022.
Reconciliation Tables
| CEO: Mitch Fadel | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | Summary Compensation Table Total | | | | $ | 9,791,052 | | | | | $ | 6,280,050 | | | | | $ | 12,341,685 | | | | | $ | 9,217,950 | | | | Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value of Stock Awards Granted in the Covered Year (measured at grant date) | | | | $ | 6,502,656 | | | | | $ | 5,116,846 | | | | | $ | 9,296,543 | | | | | $ | 5,712,605 | | | | Fair Value of Awards Granted in Prior Year that were Forfeited during the Covered Year (measured at prior year-end) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Change in Pension Value | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Plus: | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value of Unvested Awards Granted in the Covered Year (measured at year-end) | | | | $ | 9,387,302 | | | | | $ | 3,474,280 | | | | | $ | 5,474,111 | | | | | $ | 10,034,035 | | | | Fair Value of Vested Awards Granted in the Covered Year (measured at Vesting Date) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Change in Fair Value of Unvested Awards Granted in Prior Years (measured at year-end) | | | | $ | 3,834,188 | | | | | $ | (11,440,516) | | | | | $ | 1,511,487 | | | | | $ | 1,914,269 | | | | Change in Fair Value of Vested Awards Granted in Prior Years (measured at vesting date) | | | | $ | (908,017) | | | | | $ | 3,010,047 | | | | | $ | 15,586,171 | | | | | $ | (624,261) | | | | Dividends Accrued on Unvested RSUs and PSUs in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Pension Service Costs | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Total Compensation Actually Paid | | | | $ | 15,601,869 | | | | | $ | (3,792,985) | | | | | $ | 25,616,911 | | | | | $ | 14,829,388 | | |
| Non-CEO NEOs (Average) | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | Summary Compensation Table Total | | | | $ | 2,825,494 | | | | | $ | 1,742,035 | | | | | $ | 2,408,210 | | | | | $ | 2,263,831 | | | | Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value of Stock Awards Granted in the Covered Year (measured at grant date) | | | | $ | 1,483,250 | | | | | $ | 1,135,260 | | | | | $ | 1,481,514 | | | | | $ | 1,258,694 | | | | Fair Value of Awards Granted in Prior Year that were Forfeited during the Covered Year (measured at prior year-end) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Change in Pension Value | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Plus: | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value of Unvested Awards Granted in the Covered Year (measured at year-end) | | | | $ | 2,141,235 | | | | | $ | 845,162 | | | | | $ | 872,364 | | | | | $ | 2,425,918 | | | | Fair Value of Vested Awards Granted in the Covered Year (measured at Vesting Date) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Change in Fair Value of Unvested Awards Granted in Prior Years (measured at year-end) | | | | $ | 365,842 | | | | | $ | (1,638,825) | | | | | $ | 318,723 | | | | | $ | 162,066 | | | | Change in Fair Value of Vested Awards Granted in Prior Years (measured at vesting date) | | | | $ | 44,644 | | | | | $ | 292,698 | | | | | $ | 845,187 | | | | | $ | (80,890) | | | | Dividends Accrued on Unvested RSUs and PSUs in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Pension Service Costs | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Total Compensation Actually Paid | | | | $ | 3,893,965 | | | | | $ | 105,810 | | | | | $ | 2,962,970 | | | | | $ | 3,512,231 | | |
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Company Selected Measure Name |
Adjusted EBITDA
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Named Executive Officers, Footnote |
(1)
Compensation actually paid is the total Summary Compensation Table compensation, adjusted as set forth in the table below 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 Mr. Fadel during the applicable year. (2)
Includes the average total compensation for Messrs. Karam, Blasquez, Montrone and Gautam in 2023; for Messrs. Allred, Hogg (former Executive Vice President — Acima), Karam, Pechersky and Taylor and Ms. Short in 2022; for Messrs. Blasquez, Hogg and Pechersky and Ms. Short (former Executive Vice President — Chief Financial Officer) in 2021; and for Mr. Hogg and Mses. Short, Davids and Skula (former Executive Vice President — Franchising) in 2020. Total compensation for non-CEO named executive officers are as reported in the Summary Compensation Tables.
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Peer Group Issuers, Footnote |
(4)
The peer group selected is the S&P 1500 Specialty Retail Index. We use this published industry index as the comparator group to measure our relative total shareholder return for purposes of determining vesting of performance stock units granted under our long-term incentive compensation program. The peer group TSR values for 2020 and 2022 have been updated from disclosures in the Company’s Definitive Proxy Statement filed on April 25, 2023, which inadvertently transposed these numbers.
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PEO Total Compensation Amount |
$ 9,791,052
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$ 6,280,050
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$ 12,341,685
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$ 9,217,950
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PEO Actually Paid Compensation Amount |
$ 15,601,869
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(3,792,985)
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25,616,911
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14,829,388
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Adjustment To PEO Compensation, Footnote |
| CEO: Mitch Fadel | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | Summary Compensation Table Total | | | | $ | 9,791,052 | | | | | $ | 6,280,050 | | | | | $ | 12,341,685 | | | | | $ | 9,217,950 | | | | Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value of Stock Awards Granted in the Covered Year (measured at grant date) | | | | $ | 6,502,656 | | | | | $ | 5,116,846 | | | | | $ | 9,296,543 | | | | | $ | 5,712,605 | | | | Fair Value of Awards Granted in Prior Year that were Forfeited during the Covered Year (measured at prior year-end) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Change in Pension Value | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Plus: | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value of Unvested Awards Granted in the Covered Year (measured at year-end) | | | | $ | 9,387,302 | | | | | $ | 3,474,280 | | | | | $ | 5,474,111 | | | | | $ | 10,034,035 | | | | Fair Value of Vested Awards Granted in the Covered Year (measured at Vesting Date) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Change in Fair Value of Unvested Awards Granted in Prior Years (measured at year-end) | | | | $ | 3,834,188 | | | | | $ | (11,440,516) | | | | | $ | 1,511,487 | | | | | $ | 1,914,269 | | | | Change in Fair Value of Vested Awards Granted in Prior Years (measured at vesting date) | | | | $ | (908,017) | | | | | $ | 3,010,047 | | | | | $ | 15,586,171 | | | | | $ | (624,261) | | | | Dividends Accrued on Unvested RSUs and PSUs in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Pension Service Costs | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Total Compensation Actually Paid | | | | $ | 15,601,869 | | | | | $ | (3,792,985) | | | | | $ | 25,616,911 | | | | | $ | 14,829,388 | | |
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Non-PEO NEO Average Total Compensation Amount |
$ 2,825,494
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1,742,035
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2,408,210
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2,263,831
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 3,893,965
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105,810
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2,962,970
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3,512,231
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Adjustment to Non-PEO NEO Compensation Footnote |
| Non-CEO NEOs (Average) | | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | Summary Compensation Table Total | | | | $ | 2,825,494 | | | | | $ | 1,742,035 | | | | | $ | 2,408,210 | | | | | $ | 2,263,831 | | | | Less: | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value of Stock Awards Granted in the Covered Year (measured at grant date) | | | | $ | 1,483,250 | | | | | $ | 1,135,260 | | | | | $ | 1,481,514 | | | | | $ | 1,258,694 | | | | Fair Value of Awards Granted in Prior Year that were Forfeited during the Covered Year (measured at prior year-end) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Change in Pension Value | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Plus: | | | | | | | | | | | | | | | | | | | | | | | | | | | Fair Value of Unvested Awards Granted in the Covered Year (measured at year-end) | | | | $ | 2,141,235 | | | | | $ | 845,162 | | | | | $ | 872,364 | | | | | $ | 2,425,918 | | | | Fair Value of Vested Awards Granted in the Covered Year (measured at Vesting Date) | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Change in Fair Value of Unvested Awards Granted in Prior Years (measured at year-end) | | | | $ | 365,842 | | | | | $ | (1,638,825) | | | | | $ | 318,723 | | | | | $ | 162,066 | | | | Change in Fair Value of Vested Awards Granted in Prior Years (measured at vesting date) | | | | $ | 44,644 | | | | | $ | 292,698 | | | | | $ | 845,187 | | | | | $ | (80,890) | | | | Dividends Accrued on Unvested RSUs and PSUs in the Covered Year | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Pension Service Costs | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | Total Compensation Actually Paid | | | | $ | 3,893,965 | | | | | $ | 105,810 | | | | | $ | 2,962,970 | | | | | $ | 3,512,231 | | |
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Compensation Actually Paid vs. Total Shareholder Return |
Total Shareholder Return
The following chart sets forth the compensation actually paid to our CEO, the average of compensation actually paid to our Non-CEO NEOs, the Company’s cumulative TSR and the peer group’s TSR over the four most recently completed fiscal years.
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Compensation Actually Paid vs. Net Income |
Net Income
The following chart sets forth the compensation actually paid to our CEO, the average of compensation actually paid to our Non-CEO NEOs, and our net income during the four most recently completed fiscal years.
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Compensation Actually Paid vs. Company Selected Measure |
Adjusted EBITDA
The following chart sets forth the compensation actually paid to our CEO, the average of compensation actually paid to our Non-CEO NEOs, and our Adjusted EBITDA(1) during the four most recently completed fiscal years.
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Total Shareholder Return Vs Peer Group |
Total Shareholder Return The following chart sets forth the compensation actually paid to our CEO, the average of compensation actually paid to our Non-CEO NEOs, the Company’s cumulative TSR and the peer group’s TSR over the four most recently completed fiscal years.
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Tabular List, Table |
Important Financial Metrics
As described in “Compensation Discussion and Analysis,” our executive compensation program is designed to, among other objectives, link pay to the achievement of annual performance objectives, recognize both corporate and individual performance, and attract and retain our senior executives. We believe the four items in the unranked list below represent the most important financial metrics we used to link our performance to compensation actually paid to our CEO and other NEOs for fiscal year 2023, as further described above under “Compensation Discussion and Analysis — Annual Cash Incentive Compensation” and “Compensation Discussion and Analysis — Long-Term Incentive Compensation.”
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Adjusted EBITDA
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Rent-A-Center Segment Revenue
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Acima Segment Revenue
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Relative Total Shareholder Return
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Total Shareholder Return Amount |
$ 142
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90
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179
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140
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Peer Group Total Shareholder Return Amount |
163
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145
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177
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119
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Net Income (Loss) |
$ (5,000,000)
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$ 12,000,000
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$ 135,000,000
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$ 208,000,000
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Company Selected Measure Amount |
474
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459
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643
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344
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PEO Name |
Mr. Fadel
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Measure:: 1 |
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Pay vs Performance Disclosure |
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Name |
Adjusted EBITDA
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Non-GAAP Measure Description |
(5)
Non-GAAP financial measure. See Annex B for additional information regarding non-GAAP financial measures and reconciliations of non-GAAP financial measures to their most directly comparable GAAP financial measure.
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Measure:: 2 |
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Pay vs Performance Disclosure |
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Name |
Rent-A-Center Segment Revenue
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Measure:: 3 |
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Pay vs Performance Disclosure |
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Name |
Acima Segment Revenue
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Measure:: 4 |
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Pay vs Performance Disclosure |
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Name |
Relative Total Shareholder Return
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PEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ (6,502,656)
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$ (5,116,846)
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$ (9,296,543)
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$ (5,712,605)
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PEO | Fair Value of Awards Granted in Prior Year that were Forfeited during the Covered Year (measured at prior year-end) [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
0
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0
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0
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0
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PEO | Total Pension Adjustments [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
0
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0
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0
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0
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PEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
9,387,302
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3,474,280
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5,474,111
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10,034,035
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PEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
0
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0
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0
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0
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PEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
3,834,188
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(11,440,516)
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1,511,487
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1,914,269
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PEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(908,017)
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3,010,047
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15,586,171
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(624,261)
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PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
0
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0
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0
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0
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PEO | Pension Adjustments Service Cost [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
0
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0
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0
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0
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Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(1,483,250)
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(1,135,260)
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(1,481,514)
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(1,258,694)
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Non-PEO NEO | Fair Value of Awards Granted in Prior Year that were Forfeited during the Covered Year (measured at prior year-end) [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
0
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0
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0
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0
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Non-PEO NEO | Total Pension Adjustments [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
0
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0
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0
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0
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Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
2,141,235
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845,162
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872,364
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2,425,918
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Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
0
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0
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0
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0
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Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
365,842
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(1,638,825)
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318,723
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162,066
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Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
44,644
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292,698
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845,187
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(80,890)
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Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
0
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0
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0
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0
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Non-PEO NEO | Pension Adjustments Service Cost [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ 0
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$ 0
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$ 0
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$ 0
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