Definitive proxy statements

Pay vs Performance Disclosure

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Pay vs Performance Disclosure
U_pure in Millions
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid (CAP), as defined in Item 402(v), and Company performance.

 

Summary
Compensation

 

 

 

Average
Summary
Compensation
Table Total for
Non-PEO

 

Average

 

Value of Initial Fixed $100
Investment Based On:

 

 

 

 

 

Year
(a)

Table Total for
Principal
Executive
Officer (PEO)
(b)1

 

Compensation
Actually
Paid
to PEO2
(c)

 

Named
Executive
Officers
(NEOs)1
(d)

 

Compensation
Actually Paid
to Non-PEO
NEOs2
(e)

 

Total
Shareholder
Return
(f)

 

Peer Group
Total
Shareholder
Return3
(g)

 

Net
Income
(millions)4
(h)

 

Adjusted
EBITDAR
(millions)5
(i)

 

2023

$

8,167,699

 

$

7,184,630

 

$

1,114,979

 

$

890,279

 

$

43

 

$

115

 

$

80

 

$

394

 

2022

$

2,019,387

 

$

(6,587,577

)

$

469,989

 

$

(1,139,023

)

$

45

 

$

90

 

$

113

 

$

377

 

2021

$

14,746,711

 

$

62,800,922

 

$

2,112,920

 

$

11,800,651

 

$

90

 

$

105

 

$

(22

)

$

344

 

 

1.
The PEO for 2021, 2022, and 2023 is John Lai. The NEOs in 2023 are Jedidiah Gold, Mary Porter, Mayra Chimienti, and Markus Hartmann. The NEOs in 2022 are Jedidiah Gold, Lisa Bossard Funk, Casey Lindsay, Mayra Chimienti, and Markus Hartmann. NEOs for 2021 are Jedidiah Gold and Lisa Bossard Funk.
2.
The following adjustments relating to equity awards were made to total compensation for each year to determine compensation actually paid:

 

Year

 

Value of Equity
Awards Disclosed
in the Summary
Compensation
Table

 

Year End Value of
Equity Awards
Granted During
the Covered Year that are Outstanding and Unvested as of Covered Year End

 

Change in Fair
Value of Equity Awards Granted in Prior Years that are
Outstanding and
Unvested as of Covered Year End

 

Year-Over-Year Change in Value of Awards
Granted in Prior
Years that Vested
During the
Covered Year

 

Value of Awards
Granted in Prior
Years that Fail to
Meet Applicable
Vesting Conditions
During the Covered
Year

 

Total Equity
Award
Adjustments

PEO 2023

 

 

$

(5,999,994

)

 

 

 

$

5,432,090

 

 

 

 

$

(330,569

)

 

 

 

$

(84,596

)

 

 

 

$

-

 

 

 

 

$

(983,069

)

 

NEO 2023

 

 

$

(593,745

)

 

 

 

$

558,704

 

 

 

 

$

(57,369

)

 

 

 

$

(132,290

)

 

 

 

$

-

 

 

 

 

$

(224,700

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The valuation methodologies used to calculate fair values for each measurement date did not materially differ from those disclosed at the time of grant.

3.
Represents the cumulative TSR for the S&P Composite 1500 Consumer Services Index.
4.
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
5.
The Company believes Adjusted EBIDTAR is the financial performance measure most closely linked to the calculation of compensation actually paid. Adjusted EBIDTAR is a non-GAAP measure. For definitions and reconciliation to the most directly comparable U.S. GAAP measure, see “Definitions and Reconciliations of Non-GAAP Financial Measures” in Appendix A. Adjusted EBITDAR is not a substitute for or superior to the comparable financial measure under GAAP.
   
Company Selected Measure Name AdjustedEBITDAR    
Named Executive Officers, Footnote The PEO for 2021, 2022, and 2023 is John Lai. The NEOs in 2023 are Jedidiah Gold, Mary Porter, Mayra Chimienti, and Markus Hartmann. The NEOs in 2022 are Jedidiah Gold, Lisa Bossard Funk, Casey Lindsay, Mayra Chimienti, and Markus Hartmann. NEOs for 2021 are Jedidiah Gold and Lisa Bossard Funk.    
Peer Group Issuers, Footnote Represents the cumulative TSR for the S&P Composite 1500 Consumer Services Index.    
PEO Total Compensation Amount $ 8,167,699 $ 2,019,387 $ 14,746,711
PEO Actually Paid Compensation Amount $ 7,184,630 (6,587,577) 62,800,922
Adjustment To PEO Compensation, Footnote

Year

 

Value of Equity
Awards Disclosed
in the Summary
Compensation
Table

 

Year End Value of
Equity Awards
Granted During
the Covered Year that are Outstanding and Unvested as of Covered Year End

 

Change in Fair
Value of Equity Awards Granted in Prior Years that are
Outstanding and
Unvested as of Covered Year End

 

Year-Over-Year Change in Value of Awards
Granted in Prior
Years that Vested
During the
Covered Year

 

Value of Awards
Granted in Prior
Years that Fail to
Meet Applicable
Vesting Conditions
During the Covered
Year

 

Total Equity
Award
Adjustments

PEO 2023

 

 

$

(5,999,994

)

 

 

 

$

5,432,090

 

 

 

 

$

(330,569

)

 

 

 

$

(84,596

)

 

 

 

$

-

 

 

 

 

$

(983,069

)

 

NEO 2023

 

 

$

(593,745

)

 

 

 

$

558,704

 

 

 

 

$

(57,369

)

 

 

 

$

(132,290

)

 

 

 

$

-

 

 

 

 

$

(224,700

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The valuation methodologies used to calculate fair values for each measurement date did not materially differ from those disclosed at the time of grant.

   
Non-PEO NEO Average Total Compensation Amount $ 1,114,979 469,989 2,112,920
Non-PEO NEO Average Compensation Actually Paid Amount $ 890,279 (1,139,023) 11,800,651
Adjustment to Non-PEO NEO Compensation Footnote

Year

 

Value of Equity
Awards Disclosed
in the Summary
Compensation
Table

 

Year End Value of
Equity Awards
Granted During
the Covered Year that are Outstanding and Unvested as of Covered Year End

 

Change in Fair
Value of Equity Awards Granted in Prior Years that are
Outstanding and
Unvested as of Covered Year End

 

Year-Over-Year Change in Value of Awards
Granted in Prior
Years that Vested
During the
Covered Year

 

Value of Awards
Granted in Prior
Years that Fail to
Meet Applicable
Vesting Conditions
During the Covered
Year

 

Total Equity
Award
Adjustments

PEO 2023

 

 

$

(5,999,994

)

 

 

 

$

5,432,090

 

 

 

 

$

(330,569

)

 

 

 

$

(84,596

)

 

 

 

$

-

 

 

 

 

$

(983,069

)

 

NEO 2023

 

 

$

(593,745

)

 

 

 

$

558,704

 

 

 

 

$

(57,369

)

 

 

 

$

(132,290

)

 

 

 

$

-

 

 

 

 

$

(224,700

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The valuation methodologies used to calculate fair values for each measurement date did not materially differ from those disclosed at the time of grant.

   
Compensation Actually Paid vs. Total Shareholder Return

img111882959_16.jpg 

    
Compensation Actually Paid vs. Net Income

img111882959_17.jpg 

    
Compensation Actually Paid vs. Company Selected Measure

img111882959_17.jpg 

    
Total Shareholder Return Vs Peer Group

img111882959_16.jpg 

    
Tabular List, Table

Tabular List of Financial Performance Measures

The most important (and only) financial performance measures used by the Company to link executive compensation actually paid to the Company’s PEO and NEOs, for the most recently completed fiscal year, to the Company’s performance is:

 

Adjusted EBITDAR $410.3 million
   
Total Shareholder Return Amount $ 43 45 90
Peer Group Total Shareholder Return Amount 115 90 105
Net Income (Loss) $ 80,000,000 $ 113,000,000 $ (22,000,000)
Company Selected Measure Amount 394 377 344
PEO Name John Lai John Lai John Lai
Measure:: 1      
Pay vs Performance Disclosure      
Name Adjusted EBITDAR    
Non-GAAP Measure Description
5.
The Company believes Adjusted EBIDTAR is the financial performance measure most closely linked to the calculation of compensation actually paid. Adjusted EBIDTAR is a non-GAAP measure. For definitions and reconciliation to the most directly comparable U.S. GAAP measure, see “Definitions and Reconciliations of Non-GAAP Financial Measures” in Appendix A. Adjusted EBITDAR is not a substitute for or superior to the comparable financial measure under GAAP.
   
PEO      
Pay vs Performance Disclosure      
Equity Awards $ (983,069)    
PEO | Value of Equity Awards Disclosed in the Summary Compensation Table [Member]      
Pay vs Performance Disclosure      
Equity Awards (5,999,994)    
PEO | Year End Value of Equity Awards Granted During the Covered Year that are Outstanding and Unvested as of Covered Year End [Member]      
Pay vs Performance Disclosure      
Equity Awards 5,432,090    
PEO | Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested as of Covered Year End [Member]      
Pay vs Performance Disclosure      
Equity Awards (330,569)    
PEO | Year-Over-Year Change in Value of Awards Granted in Prior Years that Vested During the Covered Year [Member]      
Pay vs Performance Disclosure      
Equity Awards (84,596)    
PEO | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year [Member]      
Pay vs Performance Disclosure      
Equity Awards 0    
Non-PEO NEO      
Pay vs Performance Disclosure      
Equity Awards (224,700)    
Non-PEO NEO | Value of Equity Awards Disclosed in the Summary Compensation Table [Member]      
Pay vs Performance Disclosure      
Equity Awards (593,745)    
Non-PEO NEO | Year End Value of Equity Awards Granted During the Covered Year that are Outstanding and Unvested as of Covered Year End [Member]      
Pay vs Performance Disclosure      
Equity Awards 558,704    
Non-PEO NEO | Change in Fair Value of Equity Awards Granted in Prior Years that are Outstanding and Unvested as of Covered Year End [Member]      
Pay vs Performance Disclosure      
Equity Awards (57,369)    
Non-PEO NEO | Year-Over-Year Change in Value of Awards Granted in Prior Years that Vested During the Covered Year [Member]      
Pay vs Performance Disclosure      
Equity Awards (132,290)    
Non-PEO NEO | Value of Awards Granted in Prior Years that Fail to Meet Applicable Vesting Conditions During the Covered Year [Member]      
Pay vs Performance Disclosure      
Equity Awards $ 0