Pay vs Performance Disclosure
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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, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other named executive officers and certain financial performance of the Corporation. Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year. For further information concerning the Corporation’s philosophy and how the Corporation aligns executive compensation with the Corporation’s performance, refer to “Compensation Discussion and Analysis” beginning on page 32 of this Proxy Statement.
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Summary Compensation Table Total |
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Average Summary Compensation Table Total |
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Fixed $100 Investment Based on: |
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2023 |
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$ |
10,174,760 |
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$ |
11,222,036 |
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$ |
5,362,543 |
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$ |
5,382,367 |
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$ |
90.05 |
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$ |
96.65 |
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$ |
1,107 |
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12.1 |
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2022 |
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10,816,639 |
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4,016,997 |
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5,671,222 |
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2,404,602 |
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90.98 |
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97.52 |
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1,336 |
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14.8 |
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2021 |
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10,449,233 |
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18,479,485 |
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4,381,631 |
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6,913,472 |
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119.42 |
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124.06 |
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1,545 |
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13.9 |
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2020 |
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9,189,814 |
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4,352,289 |
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3,947,748 |
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2,088,995 |
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90.71 |
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89.69 |
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1,209 |
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11.2 |
| (1) Mr. O’Grady was CEO for each of the covered years. (2) Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated covered year and adjust ed a s shown in the table below. The fair value of equity awards was computed in accordance with the Corporation’s methodology used for financial reporting purposes.
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Total Compensation as reported in the Summary Compensation Table |
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Change in pension values reported in the Summary Compensation Table for covered fiscal year |
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(138,719 |
) |
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(289,639 |
) |
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(144,932 |
) |
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(202,180 |
) |
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Fair value of equity awards granted during covered fiscal year |
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(8,500,150 |
) |
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(8,500,158 |
) |
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(6,825,124 |
) |
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(6,825,082 |
) |
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Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year |
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117,127 |
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122,137 |
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111,468 |
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83,696 |
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Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end |
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7,698,144 |
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6,618,964 |
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11,098,552 |
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4,636,093 |
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Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting |
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103,534 |
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— |
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— |
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— |
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Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year |
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1,055,802 |
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813,684 |
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641,980 |
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514,894 |
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Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year |
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348,642 |
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(4,373,124 |
) |
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3,217,622 |
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(2,815,983 |
) |
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Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year |
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362,896 |
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(1,191,506 |
) |
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(69,314 |
) |
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(228,963 |
) |
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Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year |
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— |
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— |
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— |
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— |
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Compensation Actually Paid to CEO |
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$ |
11,222,036 |
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$ |
4,016,997 |
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$ |
18,479,485 |
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$ |
4,352,289 |
| (3) For 2023, our other named executive officers were Messrs. Cherecwich, Fradkin , Gamba, and Tyler. For 2022, our other named executive officers were Messrs. Cherecwich, Fradkin, and Tyler, and Shundrawn Thomas and Alexandria Taylor and for 2021 and 2020, our other named executive officers were Messrs. Cherecwich, Fradkin, Thomas, and Tyler. (4) Amounts reported in this column are based on t he av erage of the total compensation reported for our other named executive officers in the Summary Compensation Table for the indicated covered year and adjusted as sho wn in the table below. The fair value of equity awards was computed in accordance with the Corporation’s methodology used for financial reporting purposes.
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Total Compensation as reported in the Summary Compensation Table |
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Change in pension values reported in the Summary Compensation Table for covered fiscal year |
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(248,980 |
) |
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(67,086 |
) |
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(95,634 |
) |
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(496,121 |
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Fair value of equity awards granted during covered fiscal year |
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(3,370,059 |
) |
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(4,160,283 |
) |
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(2,312,629 |
) |
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(1,987,586 |
) |
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Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year |
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34,619 |
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32,487 |
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48,749 |
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50,402 |
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Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end |
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3,127,618 |
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2,311,553 |
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3,760,643 |
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1,350,123 |
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Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting |
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18,777 |
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— |
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— |
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— |
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Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year |
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275,709 |
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196,190 |
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202,256 |
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174,858 |
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Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year |
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102,070 |
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(1,091,491 |
) |
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950,305 |
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(868,019 |
) |
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Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year |
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80,070 |
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(284,314 |
) |
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(21,849 |
) |
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(82,410 |
) |
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Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year |
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— |
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(203,676 |
) |
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— |
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— |
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Compensation Actually Paid to Named Executive Officers |
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$ |
5,382,367 |
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$ |
2,404,602 |
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$ |
6,913,472 |
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$ |
2,088,995 |
| (5) The KBW Index is a modified-capitalization-weighted index made up of 24 of the largest banking companies in the United States. The Corporation is included in the KBW Index. (6) For an explanation and reconciliation of ROE to Adjusted ROE, see page 50 of this Proxy Statement.
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Company Selected Measure Name |
Adjusted ROE
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Named Executive Officers, Footnote |
For 2023, our other named executive officers were Messrs. Cherecwich, Fradkin , Gamba, and Tyler. For 2022, our other named executive officers were Messrs. Cherecwich, Fradkin, and Tyler, and Shundrawn Thomas and Alexandria Taylor and for 2021 and 2020, our other named executive officers were Messrs. Cherecwich, Fradkin, Thomas, and Tyler.
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Peer Group Issuers, Footnote |
The KBW Index is a modified-capitalization-weighted index made up of 24 of the largest banking companies in the United States. The Corporation is included in the KBW Index.
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PEO Total Compensation Amount |
$ 10,174,760
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$ 10,816,639
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$ 10,449,233
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$ 9,189,814
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PEO Actually Paid Compensation Amount |
$ 11,222,036
|
4,016,997
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18,479,485
|
4,352,289
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Adjustment To PEO Compensation, Footnote |
(2) Amounts reported in this column are based on total compensation reported for our CEO in the Summary Compensation Table for the indicated covered year and adjust ed a s shown in the table below. The fair value of equity awards was computed in accordance with the Corporation’s methodology used for financial reporting purposes.
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Total Compensation as reported in the Summary Compensation Table |
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|
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|
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|
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Change in pension values reported in the Summary Compensation Table for covered fiscal year |
|
|
(138,719 |
) |
|
|
(289,639 |
) |
|
|
(144,932 |
) |
|
|
(202,180 |
) |
|
|
|
|
|
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Fair value of equity awards granted during covered fiscal year |
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|
(8,500,150 |
) |
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|
(8,500,158 |
) |
|
|
(6,825,124 |
) |
|
|
(6,825,082 |
) |
|
|
|
|
|
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Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year |
|
|
117,127 |
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|
122,137 |
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|
111,468 |
|
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|
83,696 |
|
|
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|
|
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Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end |
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|
7,698,144 |
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|
6,618,964 |
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11,098,552 |
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4,636,093 |
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|
|
|
|
|
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Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting |
|
|
103,534 |
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|
— |
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|
— |
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— |
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|
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Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year |
|
|
1,055,802 |
|
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|
813,684 |
|
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|
641,980 |
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|
514,894 |
|
|
|
|
|
|
|
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Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year |
|
|
348,642 |
|
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|
(4,373,124 |
) |
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3,217,622 |
|
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(2,815,983 |
) |
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|
|
|
|
|
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|
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year |
|
|
362,896 |
|
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|
(1,191,506 |
) |
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|
(69,314 |
) |
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(228,963 |
) |
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Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year |
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— |
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— |
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— |
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— |
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Compensation Actually Paid to CEO |
|
$ |
11,222,036 |
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$ |
4,016,997 |
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$ |
18,479,485 |
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$ |
4,352,289 |
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Non-PEO NEO Average Total Compensation Amount |
$ 5,362,543
|
5,671,222
|
4,381,631
|
3,947,748
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 5,382,367
|
2,404,602
|
6,913,472
|
2,088,995
|
Adjustment to Non-PEO NEO Compensation Footnote |
(4) Amounts reported in this column are based on t he av erage of the total compensation reported for our other named executive officers in the Summary Compensation Table for the indicated covered year and adjusted as sho wn in the table below. The fair value of equity awards was computed in accordance with the Corporation’s methodology used for financial reporting purposes.
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Total Compensation as reported in the Summary Compensation Table |
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Change in pension values reported in the Summary Compensation Table for covered fiscal year |
|
|
(248,980 |
) |
|
|
(67,086 |
) |
|
|
(95,634 |
) |
|
|
(496,121 |
) |
|
|
|
|
|
|
|
|
Fair value of equity awards granted during covered fiscal year |
|
|
(3,370,059 |
) |
|
|
(4,160,283 |
) |
|
|
(2,312,629 |
) |
|
|
(1,987,586 |
) |
|
|
|
|
|
|
|
|
Pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in the covered year |
|
|
34,619 |
|
|
|
32,487 |
|
|
|
48,749 |
|
|
|
50,402 |
|
|
|
|
|
|
|
|
|
Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year – valued at year-end |
|
|
3,127,618 |
|
|
|
2,311,553 |
|
|
|
3,760,643 |
|
|
|
1,350,123 |
|
|
|
|
|
|
|
|
|
Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year – valued on date of vesting |
|
|
18,777 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year |
|
|
275,709 |
|
|
|
196,190 |
|
|
|
202,256 |
|
|
|
174,858 |
|
|
|
|
|
|
|
|
|
Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year |
|
|
102,070 |
|
|
|
(1,091,491 |
) |
|
|
950,305 |
|
|
|
(868,019 |
) |
|
|
|
|
|
|
|
|
Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year |
|
|
80,070 |
|
|
|
(284,314 |
) |
|
|
(21,849 |
) |
|
|
(82,410 |
) |
|
|
|
|
|
|
|
|
Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year |
|
|
— |
|
|
|
(203,676 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Compensation Actually Paid to Named Executive Officers |
|
$ |
5,382,367 |
|
|
$ |
2,404,602 |
|
|
$ |
6,913,472 |
|
|
$ |
2,088,995 |
|
|
|
|
|
Compensation Actually Paid vs. Total Shareholder Return |
Relationship Between Compensation Actually Paid to our CEO and the Average of the Compensation Actually Paid to our Other Named Executive Officers and the Corporation’s Cumulative TSR . Our TSR directly impacts the value of Compensation Actually Paid given the weight of equity compensation in our program. Declines in our TSR in 2020 and 2022 led to lower compensation actually paid amounts to our CEO and other named executive officers in those years. The increase in TSR in 2021 led to higher Compensation Actually Paid in that year, while the relatively flat TSR in 2023 resulted in compensation actually paid near the Summary Compensation Table amount.
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Compensation Actually Paid vs. Net Income |
Relationship Between Compensation Actually Paid to our CEO and the Average of the Compensation Actually Paid to our Other Named Executive Officers and the Corporation’s Net Income . For 2020 to 2023, the compensation actually paid to our CEO increased by 158% and the average of the compensation actually paid to the other named executive officers also increased by 158%, respectively, compared to a 8% decrease in our net income over the same period. Compensation actually paid was highest in 2021, as was net income.
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Compensation Actually Paid vs. Company Selected Measure |
Relationship Between Compensation Actually Paid to our CEO and Average of the Compensation Actually Paid to our Other Named Executive Officers and the Corporation’s Adjusted ROE . For 2020 to 2023, the compensation paid to our CEO increased by 158% and the average of the compensation actually paid to the other named executive officers also increased by 158%, compared to a 90 basis point increase in our adjusted ROE from 11.2% for 2020 to 12.1% for 2023.
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Total Shareholder Return Vs Peer Group |
Relationship Between the Corporation’s TSR and the Peer Group TSR . Based on a $100 investment at the beginning of 2020, at the end of 2023 our TSR was -10% compared to the peer group TSR of -3%.
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Tabular List, Table |
Financial Performance Measures As discussed in “Compensation Discussion and Analysis,” our executive compensation program and compensation decisions reflect the guiding principles of being linked to long-term performance and aligned with stockholder interests. The metrics used within our incentive plans are selected to support these objectives. The following were the most important financial performance measures, as determined by the Corporation, to link executive compensation actually paid to the Corporation’s named executive officers to the Corporation’s performance for the most recently completed fiscal year:
|
● |
|
Total Shareholder Return (“TSR”) |
|
|
|
|
Total Shareholder Return Amount |
$ 90.05
|
90.98
|
119.42
|
90.71
|
Peer Group Total Shareholder Return Amount |
96.65
|
97.52
|
124.06
|
89.69
|
Net Income (Loss) |
$ 1,107
|
$ 1,336
|
$ 1,545
|
$ 1,209
|
Company Selected Measure Amount |
0.121
|
0.148
|
0.139
|
0.112
|
PEO Name |
Mr. O’Grady
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Measure:: 1 |
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Pay vs Performance Disclosure |
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Name |
Total Shareholder Return (“TSR”)
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Measure:: 2 |
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Pay vs Performance Disclosure |
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Name |
Adjusted ROE
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Non-GAAP Measure Description |
For an explanation and reconciliation of ROE to Adjusted ROE, see page 50 of this Proxy Statement.
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Measure:: 3 |
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Pay vs Performance Disclosure |
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Name |
Pre-tax Income
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PEO | Change in pension values reported in the Summary Compensation Table for covered fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ (138,719)
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$ (289,639)
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$ (144,932)
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$ (202,180)
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PEO | Fair value of equity awards granted during covered fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(8,500,150)
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(8,500,158)
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(6,825,124)
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(6,825,082)
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PEO | Pension value attributable to covered fiscal years service and any change in pension value attributable to plan amendments made in the covered year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
117,127
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122,137
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111,468
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83,696
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PEO | Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year valued at yearend [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
7,698,144
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6,618,964
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11,098,552
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4,636,093
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PEO | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year valued on date of vesting [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
103,534
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0
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0
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0
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PEO | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
1,055,802
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813,684
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641,980
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514,894
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PEO | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
348,642
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(4,373,124)
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3,217,622
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(2,815,983)
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PEO | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
362,896
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(1,191,506)
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(69,314)
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(228,963)
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PEO | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal 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 pension values reported in the Summary Compensation Table for covered fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(248,980)
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(67,086)
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(95,634)
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(496,121)
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Non-PEO NEO | Fair value of equity awards granted during covered fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(3,370,059)
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(4,160,283)
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(2,312,629)
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(1,987,586)
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Non-PEO NEO | Pension value attributable to covered fiscal years service and any change in pension value attributable to plan amendments made in the covered year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
34,619
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32,487
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48,749
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50,402
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Non-PEO NEO | Fair value of equity awards granted in covered fiscal year and that are unvested at end of such covered fiscal year valued at yearend [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
3,127,618
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2,311,553
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3,760,643
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1,350,123
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Non-PEO NEO | Fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year valued on date of vesting [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
18,777
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0
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0
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0
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Non-PEO NEO | Dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
275,709
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196,190
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202,256
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174,858
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Non-PEO NEO | Change in fair value from end of prior fiscal year to end of covered fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
102,070
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(1,091,491)
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950,305
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(868,019)
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Non-PEO NEO | Change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during covered fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
80,070
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(284,314)
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(21,849)
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(82,410)
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Non-PEO NEO | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ 0
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$ (203,676)
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$ 0
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$ 0
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