Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the “compensation actually paid” (“CAP”) to our current and former principal executive officers (“PEOs”) and our non-PEO named executive officers (“Non-PEO NEOs”) and certain aspects of our financial performance for the fiscal years ended December 31, 2023, 2022 and 2021.
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Year (1) |
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Summary
Compensation
Table Total for
PEO (2) |
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Compensation
Actually
Paid to
PEO (3) |
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Average
Summary
Compensation
Table Total
for
Non-PEO
NEOs (2) |
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Average
Compensation
Actually
Paid to
Non-PEO
NEOs (4) |
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Total
Shareholder
Return:
Value of
Initial $100
Investment (5) |
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Net
Income (6) |
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2023 |
|
$ |
2,547,047 |
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|
$ |
1,096,517 |
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$ |
1,200,561 |
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|
$ |
654,974 |
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$ |
6 |
|
|
($ |
58,625,000 |
) |
2022 |
|
$ |
4,125,172 |
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$ |
1,020,990 |
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$ |
1,736,422 |
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$ |
124,911 |
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$ |
19 |
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($ |
25,557,000 |
) |
2021 |
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$ |
10,199,584 |
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$ |
39,004,877 |
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$ |
4,143,110 |
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$ |
16,274,421 |
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$ |
79 |
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|
($ |
64,672,000 |
) |
| (1) |
Ryan Steelberg served as our PEO for the entirety of 2023. Chad Steelberg served as our PEO for the entirety of 2021 and 2022. Our Non-PEO NEOs for the applicable years were as follows: |
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• |
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2022: Ryan Steelberg and Michael Zemetra |
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• |
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2021: Ryan Steelberg and Michael Zemetra |
| (2) |
Amounts reported in these columns represent (i) the total compensation reported in the Summary Compensation Table for the applicable years for our PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable years for our Non-PEO NEOs. |
| (3) |
Amounts reported in this column represent CAP to our PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and certain adjustments required by Item 402(v) of Regulation S-K. The following adjustments were made to the reported total compensation of the PEO for 2023 to determine CAP for 2023: |
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PEO |
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2023 |
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|
Summary Compensation Table - Total Compensation |
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$ |
2,547,047 |
|
- |
|
Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year |
|
$ |
1,872,066 |
|
+ |
|
Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year |
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$ |
286,043 |
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+ |
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Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years |
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$ |
0 |
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+ |
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Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year |
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$ |
0 |
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+ |
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Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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$ |
135,759 |
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- |
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Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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$ |
0 |
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= |
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Compensation Actually Paid |
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$ |
1,096,517 |
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Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| (4) |
Amounts reported in this column represent CAP to our Non-PEO NEOs, based on their average total compensation reported in the Summary Compensation Table for the indicated fiscal years and certain adjustments required by Item 402(v) of Regulation S-K. The following adjustments were made to the reported total compensation of the Non-PEO NEOs for 2023 to determine CAP for 2023: |
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Non-PEO NEO Average |
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2023 |
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Summary Compensation Table - Total Compensation |
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$ |
1,200,561 |
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- |
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Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year |
|
$ |
711,332 |
|
+ |
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Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year |
|
$ |
180,108 |
|
+ |
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Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years |
|
- |
$27,133 |
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+ |
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Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year |
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$ |
0 |
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+ |
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Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
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$ |
12,770 |
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- |
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Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
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$ |
0 |
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= |
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Compensation Actually Paid |
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$ |
654,974 |
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Please see footnote 1 for the Non-PEO NEOs included in the average for 2023. Equity award values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| (5) |
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. |
| (6) |
The dollar amounts reported represent the amount of net income reflected in our audited financial statements for the applicable year. |
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| Named Executive Officers, Footnote |
| (1) |
Ryan Steelberg served as our PEO for the entirety of 2023. Chad Steelberg served as our PEO for the entirety of 2021 and 2022. Our Non-PEO NEOs for the applicable years were as follows: |
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• |
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2022: Ryan Steelberg and Michael Zemetra |
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• |
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2021: Ryan Steelberg and Michael Zemetra |
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| Peer Group Issuers, Footnote |
Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.
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| PEO Total Compensation Amount |
$ 2,547,047
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$ 4,125,172
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$ 10,199,584
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| PEO Actually Paid Compensation Amount |
$ 1,096,517
|
1,020,990
|
39,004,877
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| Adjustment To PEO Compensation, Footnote |
| (3) |
Amounts reported in this column represent CAP to our PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and certain adjustments required by Item 402(v) of Regulation S-K. The following adjustments were made to the reported total compensation of the PEO for 2023 to determine CAP for 2023: |
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PEO |
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2023 |
|
|
|
Summary Compensation Table - Total Compensation |
|
$ |
2,547,047 |
|
- |
|
Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year |
|
$ |
1,872,066 |
|
+ |
|
Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year |
|
$ |
286,043 |
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+ |
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Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years |
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$ |
0 |
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+ |
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Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year |
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$ |
0 |
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+ |
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Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
$ |
135,759 |
|
- |
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Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
$ |
0 |
|
= |
|
Compensation Actually Paid |
|
$ |
1,096,517 |
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| Non-PEO NEO Average Total Compensation Amount |
$ 1,200,561
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1,736,422
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4,143,110
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 654,974
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124,911
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16,274,421
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (4) |
Amounts reported in this column represent CAP to our Non-PEO NEOs, based on their average total compensation reported in the Summary Compensation Table for the indicated fiscal years and certain adjustments required by Item 402(v) of Regulation S-K. The following adjustments were made to the reported total compensation of the Non-PEO NEOs for 2023 to determine CAP for 2023: |
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Non-PEO NEO Average |
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2023 |
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|
Summary Compensation Table - Total Compensation |
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$ |
1,200,561 |
|
- |
|
Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year |
|
$ |
711,332 |
|
+ |
|
Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year |
|
$ |
180,108 |
|
+ |
|
Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years |
|
- |
$27,133 |
|
+ |
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Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year |
|
$ |
0 |
|
+ |
|
Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year |
|
$ |
12,770 |
|
- |
|
Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year |
|
$ |
0 |
|
= |
|
Compensation Actually Paid |
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$ |
654,974 |
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| Compensation Actually Paid vs. Total Shareholder Return |
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| Compensation Actually Paid vs. Net Income |
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|
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| Total Shareholder Return Amount |
$ 6
|
19
|
79
|
| Net Income (Loss) |
$ (58,625,000)
|
$ (25,557,000)
|
$ (64,672,000)
|
| PEO Name |
Ryan Steelberg
|
Chad Steelberg
|
Chad Steelberg
|
| PEO | Grant Date Fair Value Of Stock Awards And Option Awards Granted In Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 1,872,066
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| PEO | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards And Option Awards Granted In Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
286,043
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| PEO | Change In Fair Value Of Outstanding And Unvested Stock Awards And Option Awards Granted In Prior Fiscal Years [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| PEO | Fair Value At Vesting Of Stock Awards And Option Awards Granted In Fiscal Year That Vested During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| PEO | Change In Fair Value As Of Vesting Date Of Stock Awards And Option Awards Granted In Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
135,759
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| PEO | Fair Value As Of Prior Fiscal Year End Of Stock Awards And Option Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Grant Date Fair Value Of Stock Awards And Option Awards Granted In Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
711,332
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| Non-PEO NEO | Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards And Option Awards Granted In Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
180,108
|
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| Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Stock Awards And Option Awards Granted In Prior Fiscal Years [Member] |
|
|
|
| Pay vs Performance Disclosure |
|
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| Adjustment to Compensation, Amount |
(27,133)
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| Non-PEO NEO | Fair Value At Vesting Of Stock Awards And Option Awards Granted In Fiscal Year That Vested During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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| Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Stock Awards And Option Awards Granted In Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year [Member] |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
12,770
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| Non-PEO NEO | Fair Value As Of Prior Fiscal Year End Of Stock Awards And Option Awards Granted In Prior Fiscal Years That Failed To Meet Applicable Vesting Conditions During Fiscal Year [Member] |
|
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|
| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
|
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|
