Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
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, we are providing the following disclosure regarding executive compensation for our principal executive officers (“PEO 1” and “PEO 2” and, together, the “PEOs”) and non-PEO NEOs and Company performance for the fiscal years listed below. For further information concerning the Company’s variable philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis ” beginning on page 48. Pay Versus Performance (“PVP”) Table
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Summary Compensation Table Total |
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Summary Compensation Table Total |
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Compensation Actually Paid to |
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Compensation Actually Paid to |
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Average Summary Compensation Table Total for Non-PEO NEOs (1) |
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Average Compensation Actually Paid to Non-PEO |
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Value of Initial Fixed $100 Investment based on |
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2023 |
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9,843,710 |
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15,930,409 |
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(4,915,598 |
) |
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17,793,731 |
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14,262,640 |
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17,504,759 |
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77.34 |
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141.08 |
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55 |
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2,423 |
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2022 |
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14,771,270 |
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— |
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14,343,391 |
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— |
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14,937,678 |
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13,714,272 |
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75.78 |
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141.10 |
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2,079 |
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2,547 |
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2021 |
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14,779,570 |
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— |
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13,637,943 |
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— |
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10,468,732 |
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5,996,167 |
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88.40 |
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130.85 |
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(1,269 |
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2,560 |
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2020 |
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5,472,905 |
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— |
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6,397,981 |
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— |
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13,208,230 |
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13,982,122 |
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119.67 |
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104.70 |
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(670 |
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989 |
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(1) |
The dollar amounts reported in column “Summary Compensation Table Total for PEO 1” are the amounts of total compensation reported for Michael Goettler (who served as our CEO until April 1, 2023) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation doll ar amount re ported in column “Summary Compensation Table Total for PEO 2” is the amount of total compensation reported for Scott A. Smith (who has served as our CEO since April 1, 2023) for 2023 in the “Total” column of the Summary Compensation Table. The dollar amounts reported in column “Average Summary Compensation Table Total for non-PEO NEOs” represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding the PEOs) included for purposes of calculating the average amounts for the years 2020-2022 are Sanjeev Narula, Rajiv Malik, Anthony Mauro and Robert J. Coury, and for 2023 are Sanjeev Narula, Rajiv Malik, Anthony Mauro, Brian Roman, and Robert J. Coury. |
(2) |
The amounts shown for compensation actually paid have been calculated in accordance with Item 402(v) of Regulation S-K (“Compensation Actually Paid”) and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
(3) |
In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to total compensation for each year to determine the compensation actually paid as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. | PEOs and Average non-PEO NEOs SCT Total to CAP Reconciliation :
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Summary Compensation Table Total |
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Reported Value of Equity Awards |
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Compensation Actually Paid |
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2023 |
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9,843,710 |
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— |
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(14,759,308 |
) |
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(4,915,598 |
) |
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Summary Compensation Table Total |
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Reported Value of Equity Awards |
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Compensation Actually Paid |
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2023 |
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15,930,409 |
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(11,200,008 |
) |
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13,063,330 |
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17,793,731 |
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Average Summary Compensation Table Total for |
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Average Reported Value of Equity Awards for |
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Average Equity Award Adjustments for |
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Average Compensation Actually Paid to |
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2023 |
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14,262,640 |
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(5,648,014 |
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8,890,133 |
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17,504,759 |
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(a) |
The amounts included in this column represent the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table on page 64. |
(b) |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: | PEOs and Average non-PEO NEOs Equity Component of CAP:
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Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 |
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Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for |
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Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for |
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Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 1 |
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Total - Equity Award Adjustments for |
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2023 |
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— |
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— |
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— |
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9,011 |
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(14,768,319 |
) |
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— |
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(14,759,308 |
) |
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Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 |
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Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for |
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Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for |
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Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 2 |
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Total - Equity Award Adjustments for |
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2023 |
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13,063,330 |
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— |
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— |
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— |
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— |
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— |
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13,063,330 |
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Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs |
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Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs |
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Average Vesting- Date Fair Value of Equity Awards Granted During |
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Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs |
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Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs |
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Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs |
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Average Total - Equity Award Adjustments for Non-PEO NEOs |
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2023 |
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3,377,336 |
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177,013 |
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2,265,507 |
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3,070,277 |
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— |
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— |
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8,890,133 |
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(4) |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The historical share price data has been revised to reflect updated source information. The revisions are not significant to previously reported amounts. |
(5) |
The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Pharmaceuticals Index, which is also the published industry or index we utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in the Form 10-K. Viatris common stock has been listed on the NASDAQ under the symbol “VTRS” since November 17, 2020. Prior to that time, there was no public market for our common stock. Upon consummation of the Combination, Pfizer stockholders received approximately 0.124079 shares of Viatris common stock for every one share of Pfizer common stock held as of the close of business on the record date (which was November 13, 2020). Former Mylan ordinary shareholders received one share of Viatris common stock for every one share of Mylan ordinary share held. The comparison assumes $100 was invested in Company stock and in the Dow Jones U.S. Pharmaceuticals Index, in each case for the period starting November 16, 2020 (with the reinvestment of all dividends) through the end of the listed year. The historical TSR data has been revised to reflect updated source information. The revisions are not significant to previously reported amounts. Historical stock performance is not necessarily indicative of future stock performance. |
(6) |
The dollar amounts reported represent the amount of net earnings (loss) reflected in the Company’s audited financial statements for the applicable year. |
(7) |
In accordance with Accounting Standards Codification 805, Business Combinations, Mylan is considered the accounting acquirer of the Upjohn business and all historical financial information of the Company prior to November 16, 2020 represents Mylan’s historical results and the Company’s thereafter. |
(8) |
We determined Free Cash Flow (as reported) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and non-PEO NEOs in 2023. Free Cash Flow (as reported) refers to U.S. GAAP net cash provided by operating activities less capital expenditures. We may determine a different financial performance measure to be the most important financial performance measure in future years. |
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Company Selected Measure Name |
Free Cash Flow
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Named Executive Officers, Footnote |
The dollar amounts reported in column “Average Summary Compensation Table Total for non-PEO NEOs” represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEOs) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding the PEOs) included for purposes of calculating the average amounts for the years 2020-2022 are Sanjeev Narula, Rajiv Malik, Anthony Mauro and Robert J. Coury, and for 2023 are Sanjeev Narula, Rajiv Malik, Anthony Mauro, Brian Roman, and Robert J. Coury.
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Peer Group Issuers, Footnote |
(5) |
The Peer Group TSR set forth in this table utilizes the Dow Jones U.S. Pharmaceuticals Index, which is also the published industry or index we utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in the Form 10-K. Viatris common stock has been listed on the NASDAQ under the symbol “VTRS” since November 17, 2020. Prior to that time, there was no public market for our common stock. Upon consummation of the Combination, Pfizer stockholders received approximately 0.124079 shares of Viatris common stock for every one share of Pfizer common stock held as of the close of business on the record date (which was November 13, 2020). Former Mylan ordinary shareholders received one share of Viatris common stock for every one share of Mylan ordinary share held. The comparison assumes $100 was invested in Company stock and in the Dow Jones U.S. Pharmaceuticals Index, in each case for the period starting November 16, 2020 (with the reinvestment of all dividends) through the end of the listed year. The historical TSR data has been revised to reflect updated source information. The revisions are not significant to previously reported amounts. Historical stock performance is not necessarily indicative of future stock performance. |
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Adjustment To PEO Compensation, Footnote |
PEOs and Average non-PEO NEOs SCT Total to CAP Reconciliation :
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Summary Compensation Table Total |
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Reported Value of Equity Awards |
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Compensation Actually Paid |
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2023 |
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9,843,710 |
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— |
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(14,759,308 |
) |
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(4,915,598 |
) |
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Summary Compensation Table Total |
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Reported Value of Equity Awards |
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Compensation Actually Paid |
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2023 |
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15,930,409 |
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(11,200,008 |
) |
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13,063,330 |
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17,793,731 |
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Average Summary Compensation Table Total for |
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Average Reported Value of Equity Awards for |
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Average Equity Award Adjustments for |
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Average Compensation Actually Paid to |
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2023 |
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14,262,640 |
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(5,648,014 |
) |
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8,890,133 |
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17,504,759 |
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(a) |
The amounts included in this column represent the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table on page 64. |
(b) |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: | PEOs and Average non-PEO NEOs Equity Component of CAP:
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Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 |
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Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for |
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Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for |
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Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 1 |
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Total - Equity Award Adjustments for |
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2023 |
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— |
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— |
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— |
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9,011 |
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(14,768,319 |
) |
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— |
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(14,759,308 |
) |
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Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 |
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Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 |
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Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for |
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Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for |
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Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for |
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Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 2 |
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Total - Equity Award Adjustments for |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
13,063,330 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
13,063,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs |
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs |
|
Average Vesting- Date Fair Value of Equity Awards Granted During |
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs |
|
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs |
|
Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs |
|
Average Total - Equity Award Adjustments for Non-PEO NEOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
3,377,336 |
|
|
|
|
177,013 |
|
|
|
|
2,265,507 |
|
|
|
|
3,070,277 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
8,890,133 |
|
|
|
|
|
Non-PEO NEO Average Total Compensation Amount |
$ 14,262,640
|
$ 14,937,678
|
$ 10,468,732
|
$ 13,208,230
|
Non-PEO NEO Average Compensation Actually Paid Amount |
$ 17,504,759
|
13,714,272
|
5,996,167
|
13,982,122
|
Adjustment to Non-PEO NEO Compensation Footnote |
PEOs and Average non-PEO NEOs SCT Total to CAP Reconciliation :
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
Reported Value of Equity Awards |
|
|
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
9,843,710 |
|
|
|
|
— |
|
|
|
|
(14,759,308 |
) |
|
|
|
(4,915,598 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Summary Compensation Table Total |
|
Reported Value of Equity Awards |
|
|
|
Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
15,930,409 |
|
|
|
|
(11,200,008 |
) |
|
|
|
13,063,330 |
|
|
|
|
17,793,731 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Summary Compensation Table Total for |
|
Average Reported Value of Equity Awards for |
|
Average Equity Award Adjustments for |
|
Average Compensation Actually Paid to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
14,262,640 |
|
|
|
|
(5,648,014 |
) |
|
|
|
8,890,133 |
|
|
|
|
17,504,759 |
|
(a) |
The amounts included in this column represent the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table on page 64. |
(b) |
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in the fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: | PEOs and Average non-PEO NEOs Equity Component of CAP:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 |
|
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 |
|
Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for |
|
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for |
|
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for |
|
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 1 |
|
Total - Equity Award Adjustments for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
9,011 |
|
|
|
|
(14,768,319 |
) |
|
|
|
— |
|
|
|
|
(14,759,308 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 |
|
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 |
|
Vesting- Date Fair Value of Equity Awards Granted During Year that Vested During Year for |
|
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for |
|
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for |
|
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO 2 |
|
Total - Equity Award Adjustments for |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
13,063,330 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
13,063,330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs |
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs |
|
Average Vesting- Date Fair Value of Equity Awards Granted During |
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs |
|
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs |
|
Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs |
|
Average Total - Equity Award Adjustments for Non-PEO NEOs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
3,377,336 |
|
|
|
|
177,013 |
|
|
|
|
2,265,507 |
|
|
|
|
3,070,277 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
8,890,133 |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
Description of Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.
* |
$100 invested on November 16, 2020 in Company stock and in the Peer Group including reinvestment of dividends. |
|
|
|
|
Compensation Actually Paid vs. Net Income |
Description of Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, and our Net Earnings (Loss) during the four most recently completed fiscal years.
|
|
|
|
Compensation Actually Paid vs. Company Selected Measure |
Description of Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and Free Cash Flow (as reported) The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our NEOs, and our Free Cash Flow (as reported) during the four most recently completed fiscal years.
|
|
|
|
Total Shareholder Return Vs Peer Group |
Description of Relationship Between PEOs and Non-PEO NEOs Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Peer Group TSR over the same period.
* |
$100 invested on November 16, 2020 in Company stock and in the Peer Group including reinvestment of dividends. |
|
|
|
|
Tabular List, Table |
List of Most Important Financial Performance Measures The following presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEOs and other NEOs for 2023 to Company performance. The measures are not ranked.
|
|
Most Important Performance Measures |
|
Adjusted EBITDA (as reported)* |
|
Free Cash Flow (as reported)* |
|
Relative TSR |
* |
See Appendix B of this Proxy Statement for reconciliations of 2023 Adjusted EBITDA (as reported) and Free Cash Flow (as reported) to our audited financial statements. |
|
|
|
|
Total Shareholder Return Amount |
$ 77.34
|
75.78
|
88.4
|
119.67
|
Peer Group Total Shareholder Return Amount |
141.08
|
141.1
|
130.85
|
104.7
|
Net Income (Loss) |
$ 55,000,000
|
$ 2,079,000,000
|
$ (1,269,000,000)
|
$ (670,000,000)
|
Company Selected Measure Amount |
2,423,000,000
|
2,547,000,000
|
2,560,000,000
|
989,000,000
|
Measure:: 1 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Adjusted EBITDA
|
|
|
|
Measure:: 2 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Free Cash Flow
|
|
|
|
Measure:: 3 |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Name |
Relative TSR
|
|
|
|
Michael Goettler [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
PEO Total Compensation Amount |
$ 9,843,710
|
$ 14,771,270
|
$ 14,779,570
|
$ 5,472,905
|
PEO Actually Paid Compensation Amount |
$ (4,915,598)
|
$ 14,343,391
|
$ 13,637,943
|
$ 6,397,981
|
PEO Name |
Michael Goettler
|
|
|
|
Scott A [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
PEO Total Compensation Amount |
$ 15,930,409
|
|
|
|
PEO Actually Paid Compensation Amount |
$ 17,793,731
|
|
|
|
PEO Name |
Scott A
|
|
|
|
PEO | Michael Goettler [Member] | Equity Award Adjustments for PEO [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ (14,759,308)
|
|
|
|
PEO | Michael Goettler [Member] | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
9,011
|
|
|
|
PEO | Michael Goettler [Member] | Fair Value at Last Day of Prior Year of Equity Awards Forfeited [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(14,768,319)
|
|
|
|
PEO | Scott A [Member] | Reported Value of Equity Awards for PEO [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(11,200,008)
|
|
|
|
PEO | Scott A [Member] | Equity Award Adjustments for PEO [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
13,063,330
|
|
|
|
PEO | Scott A [Member] | YearEnd Fair Value of Equity Awards Granted During Year That Remained Unvested [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
13,063,330
|
|
|
|
Non-PEO NEO | Reported Value of Equity Awards for PEO [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
(5,648,014)
|
|
|
|
Non-PEO NEO | Equity Award Adjustments for PEO [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
8,890,133
|
|
|
|
Non-PEO NEO | Average YearEnd Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for NonPEO [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
3,377,336
|
|
|
|
Non-PEO NEO | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for NonPEO [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
177,013
|
|
|
|
Non-PEO NEO | Average Vesting Date Fair Value of Equity Awards Granted During Year that Vested During Year [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
2,265,507
|
|
|
|
Non-PEO NEO | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested [Member] |
|
|
|
|
Pay vs Performance Disclosure |
|
|
|
|
Adjustment to Compensation, Amount |
$ 3,070,277
|
|
|
|