Definitive proxy statements

Pay vs Performance Disclosure

v3.22.4
Pay vs Performance Disclosure
Unit_pure in Millions
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Pay Versus
Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and
Consu
mer Protection Act, and Item 402(v) of
 Regulation S-K
,
we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable
pay-for-performance
philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”
 
Year
  
Summary
Compensation
Table Total for
PEO
(1)
    
Compensation
Actually Paid
to PEO
(2)
    
Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs
(3)
    
Average
Compensation
Actually Paid
to
Non-PEO

NEOs
(4)
    
Value of Initial Fixed
$100 Investment Based
On:
    
Net
Income
(millions)
(7)
    
Pre-Tax

Net
Income

(millions)
(8)
  
 
Total
Shareholder
Return
(5)
    
Peer Group
Total
Shareholder
Return
(6)
  
(a)   (b)     (c)     (d)     (e)     (f)     (g)     (h)     (i)  
2022
   $ 7,532,900     $ 3,519,692     $ 3,698,899     $ 2,691,110     $ 95.24     $ 106.44     $ 104.2     $ 142.0  
2021
   $ 8,224,777     $ 10,965,723     $ 2,572,998     $ 2,981,491     $ 138.15     $ 163.37     $ 142.5     $ 193.3  
2020
   $ 5,257,504     $ 5,059,672     $ 714,373     $ 749,696     $ 99.95     $ 93.48     $ 42.8     $ 59.4  
 
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Nadji (our President and Chief Executive Officer) (the “PEO”) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table for Fiscal Year 2022.”
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Nadji, as computed 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. Nadji during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to Mr. Nadji’s total compensation for each year to determine the compensation actually paid:
 
Year
   
Reported

Summary
Compensation
Table Total for
PEO
     
Reported

Value of
Equity
Awards
(a)
     
Equity

Award
Adjustments
(b)
     
Compensation
Actually Paid to
PEO
  
2022
    $ 7,532,900      $ 4,350,680      $ 337,472      $ 3,519,692  
2021
    $ 8,224,777      $ 3,597,200      $ 6,338,146      $ 10,965,723  
2020
    $ 5,257,504      $ 3,376,400      $ 3,178,568      $ 5,059,672  
 
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable fiscal year include the addition (or subtraction, as applicable) of the following:
(i) the
year-end
fair value (computed consistent with the methodology used for share-based payments under U.S. GAAP) 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 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 the 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 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:
 
Year
   
(i)

Year End Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
     
(ii)

Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
    
(iii)

Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
     
(iv)

Change in
Fair Value
from End of
the Prior
Year to
Vesting
Date of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
    
(v)

Fair Value
at the End
of the
Prior Year
of Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the
Year
     
(vi)

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

Equity

Award

Adjustments
  
2022
    $ 3,169,400        ($2,588,010 )    $ —          ($243,918 )    $ —        $ —        $ 337,472  
2021
    $ 4,581,600        $1,856,196     $ —          ($99,650 )    $ —        $ —        $ 6,338,146  
2020
    $ 3,314,760        ($826 )    $ —          ($135,366 )    $ —        $ —        $ 3,178,568  
 
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Nadji, who has served as our CEO since April 2016) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Nadji) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Steven F. DeGennaro, Richard Matricaria, John David Parker, and Gregory A. LaBerge; (ii) for 2021, Steven F. DeGennaro, Richard Matricaria, John David Parker, and Gregory A. LaBerge; and (iii) for 2020, Steven F. DeGennaro, Martin E. Louie, and Gregory A. LaBerge.
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Nadji), as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Nadji) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Nadji) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
 
Year
   
Average

Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
     
Average

Reported

Value of Equity
Awards
     
Average
Equity

Award
Adjustments
(a)
     
Average
Compensation
Actually Paid to
Non-PEO NEOs
  
2022
    $ 3,698,899      $ 2,229,889      $ 1,222,100      $ 2,691,110  
2021
    $ 2,572,998      $ 548,280      $ 956,773      $ 2,981,491  
2020
    $ 714,373      $ 179,888      $ 215,211      $ 749,696  
 
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
 
Year
   
(i)

Average

Year End Fair
Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
     
(ii)

Year over Year
Average Change
in Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
    
(iii)

Average
Fair Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested in
the Year
     
(iv)

Average
Change in
Fair Value
from End of
the Prior
Year to
Vesting
Date of
Equity
Awards
Granted in
Prior Years
that Vested
in the Year
    
(v)

Average Fair
Value at the
End of the
Prior Year of
Equity Awards
that Failed to
Meet Vesting
Conditions in
the Year
     
(vi)

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

Average

Equity

Award

Adjustments
  
2022
    $ 1,624,438        ($347,643 )    $ —          ($54,695 )    $ —        $ —        $ 1,222,100  
2021
    $ 717,568        $237,467     $ —          $1,738     $ —        $ —        $ 956,773  
2020
    $ 216,912        ($26 )    $ —          ($1,675 )    $ —        $ —        $ 215,211  
 
(5)
Cumulative TSR for an initial investment of $100 on December 31, 2019, through and including the end of the fiscal year for each row in the table. 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.
(6)
Represents the cumulative TSR for an initial investment of $100 on December 31, 2019, through and including the end of the fiscal year for each row in the table, of the Company’s industry peer group (“Peer Group Index”), which appears in the Stock Performance Graph in Item 5 of the Company’s Annual Report on Form
10-K
for 2022, and is comprised of the following publicly-traded real estate services companies: CBRE Group, Inc., Colliers International Group, Inc., Cushman & Wakefield plc, Jones Lang LaSalle Incorporated, and Newmark Group Inc. The Peer Group Index is weighted by each company’s stock market capitalization at the beginning of each fiscal year.
(7)
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)
The Company has determined that
pre-tax
net income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to company performance.
   
Company Selected Measure Name pre-tax net income    
Named Executive Officers, Footnote [Text Block] The names of each of the NEOs (excluding Mr. Nadji) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Steven F. DeGennaro, Richard Matricaria, John David Parker, and Gregory A. LaBerge; (ii) for 2021, Steven F. DeGennaro, Richard Matricaria, John David Parker, and Gregory A. LaBerge; and (iii) for 2020, Steven F. DeGennaro, Martin E. Louie, and Gregory A. LaBerge.    
Peer Group Issuers, Footnote [Text Block] Represents the cumulative TSR for an initial investment of $100 on December 31, 2019, through and including the end of the fiscal year for each row in the table, of the Company’s industry peer group (“Peer Group Index”), which appears in the Stock Performance Graph in Item 5 of the Company’s Annual Report on Form
10-K
for 2022, and is comprised of the following publicly-traded real estate services companies: CBRE Group, Inc., Colliers International Group, Inc., Cushman & Wakefield plc, Jones Lang LaSalle Incorporated, and Newmark Group Inc. The Peer Group Index is weighted by each company’s stock market capitalization at the beginning of each fiscal year. 		   
PEO Total Compensation Amount $ 7,532,900 $ 8,224,777 $ 5,257,504
PEO Actually Paid Compensation Amount $ 3,519,692 10,965,723 5,059,672
Adjustment To PEO Compensation, Footnote [Text Block]
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Nadji, as computed 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. Nadji during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to Mr. Nadji’s total compensation for each year to determine the compensation actually paid:
Year
   
Reported

Summary
Compensation
Table Total for
PEO
     
Reported

Value of
Equity
Awards
(a)
     
Equity

Award
Adjustments
(b)
     
Compensation
Actually Paid to
PEO
  
2022
    $ 7,532,900      $ 4,350,680      $ 337,472      $ 3,519,692  
2021
    $ 8,224,777      $ 3,597,200      $ 6,338,146      $ 10,965,723  
2020
    $ 5,257,504      $ 3,376,400      $ 3,178,568      $ 5,059,672  
   
Non-PEO NEO Average Total Compensation Amount $ 3,698,899 2,572,998 714,373
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,691,110 2,981,491 749,696
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Nadji), as computed in accordance with Item 402(v) of Regulation
S-K.
The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Nadji) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation
S-K,
the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Nadji) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:
 
Year
   
Average

Reported
Summary
Compensation
Table Total for
Non-PEO NEOs
     
Average

Reported

Value of Equity
Awards
     
Average
Equity

Award
Adjustments
(a)
     
Average
Compensation
Actually Paid to
Non-PEO NEOs
  
2022
    $ 3,698,899      $ 2,229,889      $ 1,222,100      $ 2,691,110  
2021
    $ 2,572,998      $ 548,280      $ 956,773      $ 2,981,491  
2020
    $ 714,373      $ 179,888      $ 215,211      $ 749,696  
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Compensation Actually Paid and Cumulative TSR
As demonstrated by the following graph, CAP for Mr. Nadji and the average CAP for the Company’s other NEOs is aligned with the Company’s cumulative TSR over the three years presented in the table. The alignment of CAP with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs, particularly Mr. Nadji, is comprised of equity awards. As described in more detail in the section “Compensation Discussion and Analysis,” approximately 56% to 59% of the value of target total direct compensation awarded to the NEOs in 2022 was comprised of restricted stock units.
 
 
 
*
Assumes $100 invested on 12/31/2019
   
Compensation Actually Paid vs. Net Income [Text Block]
Compensation Actually Paid, Net Income and
Pre-Tax
Net Income
As demonstrated by the following graph, CAP for Mr. Nadji and the average CAP for the Company’s other NEOs is generally aligned with the Company’s net income trend over the three years presented in the table. While the Company does not use net income as a performance measure in its executive compensation program, net income is correlated with the
pre-tax
net income, which the Company does use when setting goals in the Company’s short-term cash incentive compensation program. As described in more detail in the section “Compensation Discussion and Analysis,” approximately 31% to 35% of the value of target total direct compensation awarded to the NEOs in 2022 was comprised of amounts determined under the short-term cash incentive compensation program.
In addition, as demonstrated by the following graph, CAP for Mr. Nadji and the average CAP for the Company’s other NEOs is generally aligned with the Company’s
pre-tax
net income trend over the three years presented in the table. Given the importance of
pre-tax
net income to our executive compensation program, as discussed below, the Company has determined that
pre-tax
net income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to Company performance.
The Company utilizes
pre-tax
net income as the financial goal for the Company’s short-term incentive compensation program.
Pre-tax
net income was chosen as the financial goal for the Company’s annual incentive plan because it provides a consistent and firm measure of the Company’s overall financial performance and profitability. As described in more detail in the section “Compensation Discussion and Analysis,” approximately
31% to
35
% of the value of target total direct compensation awarded to the NEOs in 2022 was comprised of amounts determined under the short-term cash incentive compensation program.
 
 

    
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Compensation Actually Paid, Net Income and
Pre-Tax
Net Income
As demonstrated by the following graph, CAP for Mr. Nadji and the average CAP for the Company’s other NEOs is generally aligned with the Company’s net income trend over the three years presented in the table. While the Company does not use net income as a performance measure in its executive compensation program, net income is correlated with the
pre-tax
net income, which the Company does use when setting goals in the Company’s short-term cash incentive compensation program. As described in more detail in the section “Compensation Discussion and Analysis,” approximately 31% to 35% of the value of target total direct compensation awarded to the NEOs in 2022 was comprised of amounts determined under the short-term cash incentive compensation program.
In addition, as demonstrated by the following graph, CAP for Mr. Nadji and the average CAP for the Company’s other NEOs is generally aligned with the Company’s
pre-tax
net income trend over the three years presented in the table. Given the importance of
pre-tax
net income to our executive compensation program, as discussed below, the Company has determined that
pre-tax
net income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to Company performance.
The Company utilizes
pre-tax
net income as the financial goal for the Company’s short-term incentive compensation program.
Pre-tax
net income was chosen as the financial goal for the Company’s annual incentive plan because it provides a consistent and firm measure of the Company’s overall financial performance and profitability. As described in more detail in the section “Compensation Discussion and Analysis,” approximately
31% to
35
% of the value of target total direct compensation awarded to the NEOs in 2022 was comprised of amounts determined under the short-term cash incentive compensation program.
 
 

    
Total Shareholder Return Vs Peer Group [Text Block]
Cumulative TSR of the Company and Cumulative
TSR
of the Peer Group
As demonstrated by the following graph, the Company’s cumulative TSR over the three-year period presented in the table was
-5%,
while the cumulative TSR of the Peer Group Index was 6% over the three years presented in the table. In light of the market disruptions during 2021 and 2022, the Company’s cumulative TSR was generally consistent with the Peer Group Index during the three years presented in the table. The Company remains committed to improving financial performance as compared to the companies comprising the Peer Group Index.
 
 
LOGO
 
*
Assumes $100 invested on 12/31/2019
   
Tabular List [Table Text Block]
Tabular list of Financial Performance Measures
As described in greater detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable
pay-for-performance
philosophy. The most important financial performance measure used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance is
Pre-Tax
Net Income.
   
Total Shareholder Return Amount $ 95.24 138.15 99.95
Peer Group Total Shareholder Return Amount 106.44 163.37 93.48
Net Income (Loss) $ 104,200,000 $ 142,500,000 $ 42,800,000
Company Selected Measure Amount 142.0 193.3 59.4
PEO Name Mr. Nadji    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Pre-Tax Net Income    
Non-GAAP Measure Description [Text Block] The Company has determined that
pre-tax
net income is the financial performance measure that, in the Company’s assessment, represents the most important performance measure used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to company performance. 		   
PEO [Member] | Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 4,350,680 $ 3,597,200 $ 3,376,400
PEO [Member] | Equity Award Adjustments( [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 337,472 6,338,146 3,178,568
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (2,588,010) 1,856,196 (826)
PEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 3,169,400 4,581,600 3,314,760
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (243,918) (99,650) (135,366)
Non-PEO NEO [Member] | Reported Value of Equity Awards [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,229,889 548,280 179,888
Non-PEO NEO [Member] | Equity Award Adjustments( [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,222,100 956,773 215,211
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (347,643) 237,467 (26)
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,624,438 717,568 216,912
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (54,695) $ 1,738 $ (1,675)