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 information concerning the compensation actually paid to our CEO and to our other NEOs compared to Company performance for the years ended September 30, 2023, 2022, and 2021. The Compensation Committee did not consider the pay versus performance data presented below in making its pay decisions for any of the years shown.
| Year | | | Summary Compensation Table Total for CEO(1)(2) | | | CAP to CEO(3) | | | Average Summary Compensation Table Total Pay for other NEOs(1)(2) | | | Average CAP to other NEOs(3) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income(5) | | | Adj. EPS(6) | | | Adj. EPS CAGR(7) | | | AECOM TSR(4) | | | Peer Group TSR(4) | | | 2023 | | | | $ | 11,459,952 | | | | | $ | 19,077,083 | | | | | $ | 3,127,376 | | | | | $ | 4,442,441 | | | | | $ | 201 | | | | | $ | 141 | | | | | $ | 100,141 | | | | | $ | 3.71 | | | | | | 21% | | | | 2022 | | | | $ | 9,502,192 | | | | | $ | 14,790,471 | | | | | $ | 2,901,249 | | | | | $ | 3,716,795 | | | | | $ | 164 | | | | | $ | 122 | | | | | $ | 334,702 | | | | | $ | 3.40 | | | | | | 28% | | | | 2021 | | | | $ | 6,524,680 | | | | | $ | 20,557,469 | | | | | $ | 2,498,721 | | | | | $ | 4,486,501 | | | | | $ | 151 | | | | | $ | 144 | | | | | $ | 202,980 | | | | | $ | 2.81 | | | | | | 34% | | |
(1)
For 2023, 2022, and 2021 the CEO was Troy Rudd and the other NEOs were Gaurav Kapoor, Lara Poloni, David Gan, and Todd Battley.
(2)
The values reflected in this column reflect the “Total Compensation” set forth in the Summary Compensation Table (“SCT”) for fiscal years 2023, 2022, and 2021 on page 50 of this Proxy Statement. See the footnotes to the SCT for further detail regarding the amounts in this column.
(3)
“Total Compensation Actually Paid” (“CAP”) to our CEO and “Average Total CAP” to our other NEOs was computed as follows:
| | | | CEO | | | Average Non-CEO NEOs | | | | | | 2023 | | | 2022 | | | 2021 | | | 2023 | | | 2022 | | | 2021 | | | SCT Total | | | | $ | 11,459,952 | | | | | $ | 9,502,192 | | | | | $ | 6,524,680 | | | | | $ | 3,127,376 | | | | | $ | 2,901,249 | | | | | $ | 2,498,721 | | | | Minus SCT Stock Awards | | | | ($ | 8,306,165) | | | | | ($ | 6,278,345) | | | | | ($ | 3,125,010) | | | | | ($ | 1,685,576) | | | | | ($ | 1,521,331) | | | | | ($ | 1,050,734) | | | | Plus Year-End Fair Value of Unvested Equity Awards Granted in Year | | | | $ | 7,435,208 | | | | | $ | 5,705,027 | | | | | $ | 4,233,148 | | | | | $ | 1,508,831 | | | | | $ | 1,382,408 | | | | | $ | 1,412,978 | | | | Plus Change in Value of Unvested Equity Awards Granted in Prior Years | | | | $ | 5,224,777 | | | | | $ | 3,762,823 | | | | | $ | 11,720,698 | | | | | $ | 1,043,713 | | | | | $ | 688,460 | | | | | $ | 1,572,809 | | | | Plus Change in Value of Vested Equity Awards Granted in Prior Years | | | | $ | 3,149,553 | | | | | $ | 1,954,757 | | | | | $ | 1,203,953 | | | | | $ | 414,680 | | | | | $ | 231,571 | | | | | $ | 52,727 | | | | Plus Change in Value of Dividend Equivalent Units Accumulated on Unvested Equity Awards | | | | $ | 113,758 | | | | | $ | 144,017 | | | | | $ | 0 | | | | | $ | 33,417 | | | | | $ | 34,438 | | | | | $ | 0 | | | | Total CAP | | | | $ | 19,077,083 | | | | | $ | 14,790,471 | | | | | $ | 20,557,469 | | | | | $ | 4,442,441 | | | | | $ | 3,716,795 | | | | | $ | 4,486,501 | | |
(4)
Reflects the cumulative total stockholder return of the Company and the peer group, represented by the S&P 400 MidCap index, respectively, for the year ended September 30, 2021, the two-years ended September 30, 2022, and the three years ended September 30, 2023, assuming a $100 investment at the closing price on September 30, 2020 and the reinvestment of all dividends.
(5)
Amounts in thousands.
(6)
See Annex A to this Proxy Statement for our definition of Adjusted EPS and a reconciliation of this non-GAAP financial measure.
(7)
Represents the compound annual growth rate for each respective fiscal year since fiscal 2020. The information provided is supplemental to the information required under Item 402(v) and is included to demonstrate compounding earnings growth consistent with the Company’s strategy to maximize shareholder value. See Annex A for a reconciliation of non-GAAP measures.
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Company Selected Measure Name |
Adj. EPS
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Named Executive Officers, Footnote |
(1) For 2023, 2022, and 2021 the CEO was Troy Rudd and the other NEOs were Gaurav Kapoor, Lara Poloni, David Gan, and Todd Battley.
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Peer Group Issuers, Footnote |
(4)
Reflects the cumulative total stockholder return of the Company and the peer group, represented by the S&P 400 MidCap index, respectively, for the year ended September 30, 2021, the two-years ended September 30, 2022, and the three years ended September 30, 2023, assuming a $100 investment at the closing price on September 30, 2020 and the reinvestment of all dividends.
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PEO Total Compensation Amount |
$ 11,459,952
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$ 9,502,192
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$ 6,524,680
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PEO Actually Paid Compensation Amount |
$ 19,077,083
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14,790,471
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20,557,469
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Adjustment To PEO Compensation, Footnote |
(3)
“Total Compensation Actually Paid” (“CAP”) to our CEO and “Average Total CAP” to our other NEOs was computed as follows:
| | | | CEO | | | Average Non-CEO NEOs | | | | | | 2023 | | | 2022 | | | 2021 | | | 2023 | | | 2022 | | | 2021 | | | SCT Total | | | | $ | 11,459,952 | | | | | $ | 9,502,192 | | | | | $ | 6,524,680 | | | | | $ | 3,127,376 | | | | | $ | 2,901,249 | | | | | $ | 2,498,721 | | | | Minus SCT Stock Awards | | | | ($ | 8,306,165) | | | | | ($ | 6,278,345) | | | | | ($ | 3,125,010) | | | | | ($ | 1,685,576) | | | | | ($ | 1,521,331) | | | | | ($ | 1,050,734) | | | | Plus Year-End Fair Value of Unvested Equity Awards Granted in Year | | | | $ | 7,435,208 | | | | | $ | 5,705,027 | | | | | $ | 4,233,148 | | | | | $ | 1,508,831 | | | | | $ | 1,382,408 | | | | | $ | 1,412,978 | | | | Plus Change in Value of Unvested Equity Awards Granted in Prior Years | | | | $ | 5,224,777 | | | | | $ | 3,762,823 | | | | | $ | 11,720,698 | | | | | $ | 1,043,713 | | | | | $ | 688,460 | | | | | $ | 1,572,809 | | | | Plus Change in Value of Vested Equity Awards Granted in Prior Years | | | | $ | 3,149,553 | | | | | $ | 1,954,757 | | | | | $ | 1,203,953 | | | | | $ | 414,680 | | | | | $ | 231,571 | | | | | $ | 52,727 | | | | Plus Change in Value of Dividend Equivalent Units Accumulated on Unvested Equity Awards | | | | $ | 113,758 | | | | | $ | 144,017 | | | | | $ | 0 | | | | | $ | 33,417 | | | | | $ | 34,438 | | | | | $ | 0 | | | | Total CAP | | | | $ | 19,077,083 | | | | | $ | 14,790,471 | | | | | $ | 20,557,469 | | | | | $ | 4,442,441 | | | | | $ | 3,716,795 | | | | | $ | 4,486,501 | | |
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Non-PEO NEO Average Total Compensation Amount |
$ 3,127,376
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2,901,249
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2,498,721
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Non-PEO NEO Average Compensation Actually Paid Amount |
$ 4,442,441
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3,716,795
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4,486,501
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Adjustment to Non-PEO NEO Compensation Footnote |
(3)
“Total Compensation Actually Paid” (“CAP”) to our CEO and “Average Total CAP” to our other NEOs was computed as follows:
| | | | CEO | | | Average Non-CEO NEOs | | | | | | 2023 | | | 2022 | | | 2021 | | | 2023 | | | 2022 | | | 2021 | | | SCT Total | | | | $ | 11,459,952 | | | | | $ | 9,502,192 | | | | | $ | 6,524,680 | | | | | $ | 3,127,376 | | | | | $ | 2,901,249 | | | | | $ | 2,498,721 | | | | Minus SCT Stock Awards | | | | ($ | 8,306,165) | | | | | ($ | 6,278,345) | | | | | ($ | 3,125,010) | | | | | ($ | 1,685,576) | | | | | ($ | 1,521,331) | | | | | ($ | 1,050,734) | | | | Plus Year-End Fair Value of Unvested Equity Awards Granted in Year | | | | $ | 7,435,208 | | | | | $ | 5,705,027 | | | | | $ | 4,233,148 | | | | | $ | 1,508,831 | | | | | $ | 1,382,408 | | | | | $ | 1,412,978 | | | | Plus Change in Value of Unvested Equity Awards Granted in Prior Years | | | | $ | 5,224,777 | | | | | $ | 3,762,823 | | | | | $ | 11,720,698 | | | | | $ | 1,043,713 | | | | | $ | 688,460 | | | | | $ | 1,572,809 | | | | Plus Change in Value of Vested Equity Awards Granted in Prior Years | | | | $ | 3,149,553 | | | | | $ | 1,954,757 | | | | | $ | 1,203,953 | | | | | $ | 414,680 | | | | | $ | 231,571 | | | | | $ | 52,727 | | | | Plus Change in Value of Dividend Equivalent Units Accumulated on Unvested Equity Awards | | | | $ | 113,758 | | | | | $ | 144,017 | | | | | $ | 0 | | | | | $ | 33,417 | | | | | $ | 34,438 | | | | | $ | 0 | | | | Total CAP | | | | $ | 19,077,083 | | | | | $ | 14,790,471 | | | | | $ | 20,557,469 | | | | | $ | 4,442,441 | | | | | $ | 3,716,795 | | | | | $ | 4,486,501 | | |
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Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid versus TSR
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Compensation Actually Paid vs. Net Income |
Compensation Actually Paid versus Net Income
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Compensation Actually Paid vs. Company Selected Measure |
Compensation Actually Paid versus Adjusted EPS
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Total Shareholder Return Vs Peer Group |
Strong Relationship Between CAP and Certain Performance Measures
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The Company’s CAP is well aligned with performance on key financial measures, including strong TSR that outperformed market indices and a 21% Adjusted EPS compounded growth rate, which reflects the Company’s focus on shareholder value creation. Despite this strong performance, as compared to fiscal 2021, CEO and non-CEO CAP declined by 7% and 1% respectively in fiscal 2023.
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Additionally, performance on other key metrics that drive long-term value creation, including free cash flow, adjusted EBITDA and segment adjusted operating margin, also increased meaningfully over this period.
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GAAP Net Income is influenced by a number of factors and can include items that are one-time in nature and is not exclusively used by investors to determine the long-term earnings power of the Company. As such, CAP and GAAP Net Income do not move in line with one another.
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Tabular List, Table |
In the Company’s assessment, the following represents the most important financial performance measures used by the Company to link compensation actually paid to the Company’s NEOs for the most recently completed fiscal year to Company performance:
| Significant Financial Performance Measures | | | Adjusted EPS Growth | | | Adjusted EBITDA | | | Free Cash Flow | | | NSR Segment Adjusted Operating Margin % | | | Relative TSR | | | ROIC | |
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Total Shareholder Return Amount |
$ 201
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164
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151
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Peer Group Total Shareholder Return Amount |
141
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122
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144
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Net Income (Loss) |
$ 100,141,000
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$ 334,702,000
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$ 202,980,000
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Company Selected Measure Amount |
3.71
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3.4
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2.81
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PEO Name |
Troy Rudd
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Measure:: 1 |
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Pay vs Performance Disclosure |
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Other Performance Measure, Amount |
21
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Name |
Adjusted EPS Growth
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Non-GAAP Measure Description |
(6)
See Annex A to this Proxy Statement for our definition of Adjusted EPS and a reconciliation of this non-GAAP financial measure.
(7)
Represents the compound annual growth rate for each respective fiscal year since fiscal 2020. The information provided is supplemental to the information required under Item 402(v) and is included to demonstrate compounding earnings growth consistent with the Company’s strategy to maximize shareholder value. See Annex A for a reconciliation of non-GAAP measures.
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Measure:: 2 |
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Pay vs Performance Disclosure |
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Other Performance Measure, Amount |
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28
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Name |
Adjusted EBITDA
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Measure:: 3 |
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Pay vs Performance Disclosure |
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Other Performance Measure, Amount |
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34
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Name |
Free Cash Flow
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Measure:: 4 |
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Pay vs Performance Disclosure |
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Name |
NSR Segment Adjusted Operating Margin %
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Measure:: 5 |
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Pay vs Performance Disclosure |
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Name |
Relative TSR
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Measure:: 6 |
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Pay vs Performance Disclosure |
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Name |
ROIC
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PEO | Stock Awards [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ (8,306,165)
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$ (6,278,345)
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$ (3,125,010)
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PEO | Year-End Fair Value of Unvested Equity Awards Granted in Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
7,435,208
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5,705,027
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4,233,148
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PEO | Change In Value of Unvested Equity Awards Granted in Prior Years [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
5,224,777
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3,762,823
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11,720,698
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PEO | Change In Value of Vested Equity Awards Granted in Prior Years [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
3,149,553
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1,954,757
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1,203,953
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PEO | Change In Value of Dividend Equivalent Units Accumulated on Unvested Equity Awards [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
113,758
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144,017
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0
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Non-PEO NEO | Stock Awards [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
(1,685,576)
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(1,521,331)
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(1,050,734)
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Non-PEO NEO | Year-End Fair Value of Unvested Equity Awards Granted in Year [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
1,508,831
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1,382,408
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1,412,978
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Non-PEO NEO | Change In Value of Unvested Equity Awards Granted in Prior Years [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
1,043,713
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688,460
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1,572,809
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Non-PEO NEO | Change In Value of Vested Equity Awards Granted in Prior Years [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
414,680
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231,571
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52,727
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Non-PEO NEO | Change In Value of Dividend Equivalent Units Accumulated on Unvested Equity Awards [Member] |
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Pay vs Performance Disclosure |
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Adjustment to Compensation, Amount |
$ 33,417
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$ 34,438
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$ 0
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