Pay vs Performance Disclosure
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12 Months Ended |
Sep. 30, 2023
USD ($)
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Sep. 30, 2022
USD ($)
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Sep. 30, 2021
USD ($)
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Pay vs Performance Disclosure |
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Pay vs Performance Disclosure, Table |
PAY VERSUS PERFORMANCE
The following table sets forth additional compensation information of our PEO and our other NEOs (averaged) along with TSR, Net Income and Adjusted EBITDA during each of fiscal 2021, fiscal 2022 and fiscal 2023. This information is disclosed per the requirements of Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K.
| | | Summary Compensation Table Total for PEO(1)(2) ($) | | | Compensation Actually Paid to PEO(1)(2) ($) | | | Average Summary Compensation Table for Other NEOs(1)(2) ($) | | | Average Compensation Actually Paid to Other NEOs(1)(2) ($) | | | Value of Initial Fixed $100 Investment Based On: | | | | | | | Total Shareholder Return(4) ($) | | | Peer Group Total Shareholder Return(4)(5) ($) | | | Net Income ($) | | | Adjusted EBITDA(3) ($) | | 2023 | | | | | 8,680,638 | | | | | | 5,157,171 | | | | | | 1,565,302 | | | | | | 910,236 | | | | | | 173 | | | | | | 95 | | | | | | 24,770,000 | | | | | | 96,500,000 | | | 2022 | | | | | 3,056,878 | | | | | | 7,194,627 | | | | | | 555,704 | | | | | | 890,973 | | | | | | 221 | | | | | | 80 | | | | | | 19,383,000 | | | | | | 79,415,000 | | | 2021 | | | | | 2,427,405 | | | | | | 4,322,591 | | | | | | 765,929 | | | | | | 1,010,845 | | | | | | 134 | | | | | | 110 | | | | | | 10,366,000 | | | | | | 48,261,000 | | |
(1)
Our PEO and Other NEOs for each reported fiscal year were:
Year | | | PEO | | | Other NEOs | | 2023 | | | Ronald E. Konezny | | | James J. Loch, David H. Sampsell, Terrence G. Schneider, and Radha R. Chavali | | 2022 | | | Ronald E. Konezny | | | James J. Loch, David H. Sampsell, Terrence G. Schneider, Radha R. Chavali, Tracy L. Roberts, and Kevin C. Riley | | 2021 | | | Ronald E. Konezny | | | James J. Loch, David H. Sampsell, Tracy L. Roberts, Kevin C. Riley, and Michael A. Ueland | |
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” (“CAP”) as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below:
| | | 2023 | | | 2022 | | | 2021 | | Adjustments(A) | | | PEO ($) | | | Average of Other NEOs ($) | | | PEO ($) | | | Average of Other NEOs ($) | | | PEO ($) | | | Average of Other NEOs ($) | | Total Compensation from SCT | | | | | 8,680,638 | | | | | | 1,565,302 | | | | | | 3,056,878 | | | | | | 555,704 | | | | | | 2,427,405 | | | | | | 765,929 | | | Adjustments for stock and option awards: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Subtract SCT amounts of stock and option awards | | | | | (6,914,355) | | | | | | (947,441) | | | | | | (1,428,595) | | | | | | (236,131) | | | | | | (1,640,833) | | | | | | (333,403) | | | Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | | | | | 4,591,431 | | | | | | 621,982 | | | | | | 2,701,902 | | | | | | 453,599 | | | | | | 2,022,626 | | | | | | 459,553 | | | +/- The difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year | | | | | (1,203,605) | | | | | | (187,270) | | | | | | 2,990,479 | | | | | | 331,887 | | | | | | 1,231,195 | | | | | | 216,009 | | | +/- The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year | | | | | 3,062 | | | | | | (142,337) | | | | | | (126,037) | | | | | | (22,899) | | | | | | 282,198 | | | | | | 24,813 | | | Subtract fair value at end of prior fiscal year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | | | | | — | | | | | | — | | | | | | — | | | | | | (191,187) | | | | | | — | | | | | | (122,056) | | | Compensation Actually Paid (as calculated) | | | | | 5,157,171 | | | | | | 910,236 | | | | | | 7,194,627 | | | | | | 890,973 | | | | | | 4,322,591 | | | | | | 1,010,845 | | |
(A)
Rows reporting the following adjustments were omitted from this table because they were not applicable: (i) aggregate change in the actuarial present value of accumulated benefits under all defined benefit and pension plans reported in the SCT; (ii) service cost; (iii) prior service cost; and (iv) dividends or other earnings paid on stock or option awards in the covered fiscal year prior to vesting if not otherwise included in the fair value of the award or the SCT total compensation for the covered fiscal year.
(3)
Total shareholder return is calculated based on a fixed investment of one hundred dollars measured from the market close on September 30, 2020 (the last trading day of fiscal 2020) through and including the end of each fiscal year reported in the table.
(4)
Our peer group used for the TSR calculation is the Nasdaq Telecommunications Index, which is the same “peer index” used in the performance graph appearing in our annual report on Form 10-K.
(5)
Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to our Company’s performance, is Adjusted EBITDA. Adjusted EBITDA is EBITDA adjusted for stock-based compensation expense, acquisition-related expenses, restructuring charges and reversals and changes in fair value of contingent consideration is useful to investors to evaluate our core operating results and financial performance because it excludes items that are significant non-cash or non-recurring expenses reflected in the consolidated statements of operation.
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Company Selected Measure Name |
Adjusted EBITDA
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Named Executive Officers, Footnote |
(1)
Our PEO and Other NEOs for each reported fiscal year were:
Year | | | PEO | | | Other NEOs | | 2023 | | | Ronald E. Konezny | | | James J. Loch, David H. Sampsell, Terrence G. Schneider, and Radha R. Chavali | | 2022 | | | Ronald E. Konezny | | | James J. Loch, David H. Sampsell, Terrence G. Schneider, Radha R. Chavali, Tracy L. Roberts, and Kevin C. Riley | | 2021 | | | Ronald E. Konezny | | | James J. Loch, David H. Sampsell, Tracy L. Roberts, Kevin C. Riley, and Michael A. Ueland | |
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Peer Group Issuers, Footnote |
(4)
Our peer group used for the TSR calculation is the Nasdaq Telecommunications Index, which is the same “peer index” used in the performance graph appearing in our annual report on Form 10-K.
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PEO Total Compensation Amount |
$ 8,680,638
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$ 3,056,878
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$ 2,427,405
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PEO Actually Paid Compensation Amount |
$ 5,157,171
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7,194,627
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4,322,591
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Adjustment To PEO Compensation, Footnote |
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” (“CAP”) as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below:
| | | 2023 | | | 2022 | | | 2021 | | Adjustments(A) | | | PEO ($) | | | Average of Other NEOs ($) | | | PEO ($) | | | Average of Other NEOs ($) | | | PEO ($) | | | Average of Other NEOs ($) | | Total Compensation from SCT | | | | | 8,680,638 | | | | | | 1,565,302 | | | | | | 3,056,878 | | | | | | 555,704 | | | | | | 2,427,405 | | | | | | 765,929 | | | Adjustments for stock and option awards: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Subtract SCT amounts of stock and option awards | | | | | (6,914,355) | | | | | | (947,441) | | | | | | (1,428,595) | | | | | | (236,131) | | | | | | (1,640,833) | | | | | | (333,403) | | | Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | | | | | 4,591,431 | | | | | | 621,982 | | | | | | 2,701,902 | | | | | | 453,599 | | | | | | 2,022,626 | | | | | | 459,553 | | | +/- The difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year | | | | | (1,203,605) | | | | | | (187,270) | | | | | | 2,990,479 | | | | | | 331,887 | | | | | | 1,231,195 | | | | | | 216,009 | | | +/- The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year | | | | | 3,062 | | | | | | (142,337) | | | | | | (126,037) | | | | | | (22,899) | | | | | | 282,198 | | | | | | 24,813 | | | Subtract fair value at end of prior fiscal year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | | | | | — | | | | | | — | | | | | | — | | | | | | (191,187) | | | | | | — | | | | | | (122,056) | | | Compensation Actually Paid (as calculated) | | | | | 5,157,171 | | | | | | 910,236 | | | | | | 7,194,627 | | | | | | 890,973 | | | | | | 4,322,591 | | | | | | 1,010,845 | | |
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Non-PEO NEO Average Total Compensation Amount |
$ 1,565,302
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555,704
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765,929
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 910,236
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890,973
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1,010,845
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Adjustment to Non-PEO NEO Compensation Footnote |
(2)
SEC rules require certain adjustments be made to the Summary Compensation Table (“SCT”) totals to determine “compensation actually paid” (“CAP”) as reported in the Pay Versus Performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. A reconciliation of the SCT totals to CAP to our PEO and our Other NEOs (as an average) is shown below:
| | | 2023 | | | 2022 | | | 2021 | | Adjustments(A) | | | PEO ($) | | | Average of Other NEOs ($) | | | PEO ($) | | | Average of Other NEOs ($) | | | PEO ($) | | | Average of Other NEOs ($) | | Total Compensation from SCT | | | | | 8,680,638 | | | | | | 1,565,302 | | | | | | 3,056,878 | | | | | | 555,704 | | | | | | 2,427,405 | | | | | | 765,929 | | | Adjustments for stock and option awards: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Subtract SCT amounts of stock and option awards | | | | | (6,914,355) | | | | | | (947,441) | | | | | | (1,428,595) | | | | | | (236,131) | | | | | | (1,640,833) | | | | | | (333,403) | | | Add fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | | | | | 4,591,431 | | | | | | 621,982 | | | | | | 2,701,902 | | | | | | 453,599 | | | | | | 2,022,626 | | | | | | 459,553 | | | +/- The difference between fair value of awards from the end of the prior fiscal year to the end of the covered fiscal year for awards granted in any prior fiscal year that are outstanding and unvested at the end of the covered fiscal year | | | | | (1,203,605) | | | | | | (187,270) | | | | | | 2,990,479 | | | | | | 331,887 | | | | | | 1,231,195 | | | | | | 216,009 | | | +/- The change in fair value from the end of the prior fiscal year to the vesting date for awards granted in any prior fiscal year which vested during the covered fiscal year | | | | | 3,062 | | | | | | (142,337) | | | | | | (126,037) | | | | | | (22,899) | | | | | | 282,198 | | | | | | 24,813 | | | Subtract fair value at end of prior fiscal year for awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year | | | | | — | | | | | | — | | | | | | — | | | | | | (191,187) | | | | | | — | | | | | | (122,056) | | | Compensation Actually Paid (as calculated) | | | | | 5,157,171 | | | | | | 910,236 | | | | | | 7,194,627 | | | | | | 890,973 | | | | | | 4,322,591 | | | | | | 1,010,845 | | |
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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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Compensation Actually Paid vs. Company Selected Measure |
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Tabular List, Table |
Tabular List of Important Financial Performance Measures
Listed below are five financial performance measures Digi believes are the most important ones we use to link the compensation actually paid to our Named Executives to our performance:
| | Adjusted EBITDA | | | | | Relative Total Shareholder Return | | | | | Net Income | | | | | Revenue | | | | | Annual Recurring Revenue | | |
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Total Shareholder Return Amount |
$ 173
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221
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134
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Peer Group Total Shareholder Return Amount |
95
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80
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110
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Net Income (Loss) |
$ 24,770,000
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$ 19,383,000
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$ 10,366,000
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Company Selected Measure Amount |
96,500,000
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79,415,000
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48,261,000
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PEO Name |
Ronald E. Konezny
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Measure:: 1 |
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Pay vs Performance Disclosure |
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Name |
Adjusted EBITDA
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Non-GAAP Measure Description |
(5)
Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2023 to our Company’s performance, is Adjusted EBITDA. Adjusted EBITDA is EBITDA adjusted for stock-based compensation expense, acquisition-related expenses, restructuring charges and reversals and changes in fair value of contingent consideration is useful to investors to evaluate our core operating results and financial performance because it excludes items that are significant non-cash or non-recurring expenses reflected in the consolidated statements of operation.
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Measure:: 2 |
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Pay vs Performance Disclosure |
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Name |
Relative Total Shareholder Return
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Measure:: 3 |
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Pay vs Performance Disclosure |
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Name |
Net Income
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Measure:: 4 |
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Pay vs Performance Disclosure |
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Name |
Revenue
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Measure:: 5 |
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Pay vs Performance Disclosure |
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Name |
Annual Recurring Revenue
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PEO | SCT Amounts of Stock and Option Awards [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ (6,914,355)
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$ (1,428,595)
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$ (1,640,833)
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PEO | Fair Value at Year-end of Awards Granted During The Covered Fiscal Year That Are Outstanding and Unvested at Year-end [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
4,591,431
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2,701,902
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2,022,626
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PEO | The Difference Between Fair Value of Awards From The End of The Prior Fiscal Year to The End of The Covered Fiscal Year For Awards Granted in Any Prior Fiscal Year That Are Outstanding and Unvested at The End of The Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(1,203,605)
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2,990,479
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1,231,195
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PEO | The Change in Fair Value From The End of The Prior Fiscal Year to The Vesting Date for Awards Granted in Any Prior Fiscal Year Which Vested During The Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
3,062
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(126,037)
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282,198
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PEO | Subtract Fair Value at End of Prior Fiscal Year for Awards Granted in Any Prior Fiscal Year That Fail to Meet The Applicable Vesting Conditions During The Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
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Non-PEO NEO |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
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24,813
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Non-PEO NEO | SCT Amounts of Stock and Option Awards [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(947,441)
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(236,131)
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(333,403)
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Non-PEO NEO | Fair Value at Year-end of Awards Granted During The Covered Fiscal Year That Are Outstanding and Unvested at Year-end [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
621,982
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453,599
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459,553
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Non-PEO NEO | The Difference Between Fair Value of Awards From The End of The Prior Fiscal Year to The End of The Covered Fiscal Year For Awards Granted in Any Prior Fiscal Year That Are Outstanding and Unvested at The End of The Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(187,270)
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331,887
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216,009
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Non-PEO NEO | The Change in Fair Value From The End of The Prior Fiscal Year to The Vesting Date for Awards Granted in Any Prior Fiscal Year Which Vested During The Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(142,337)
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(22,899)
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Non-PEO NEO | Subtract Fair Value at End of Prior Fiscal Year for Awards Granted in Any Prior Fiscal Year That Fail to Meet The Applicable Vesting Conditions During The Covered Fiscal Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
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$ (191,187)
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$ (122,056)
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