v3.25.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended 60 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2024
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table Pay Versus Performance

Our Compensation Committee approves and administers our executive compensation program, which it designs to attract, incentivize, reward, and retain our executive officers. Our program aligns executive pay with stockholder interests and links pay to performance through a blend of short-term and long-term performance measures. As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between the "Compensation Actually Paid" to our named executive officers and certain aspects of our financial performance. For further information regarding our executive compensation program, our compensation philosophy, and how the Company aligns executive compensation with performance, please refer to the "Compensation Discussion and Analysis" beginning on page 17. The 2024 compensation and financial information reflects figures following the Closing, whereas all prior years reflect pre-combination compensation and financial information for Former TechTarget.

Pay-Versus-Performance Table

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Value of Initial Fixed $100 Investment Based On:

 

 

 

 

 

Year

 

Summary Compen-sation Table Total for First PEO
(1)(2)($)

 

Summary Compen-sation Table Total for Second PEO
(1)(2)($)

 

Compen-sation Actually Paid to First PEO
(3)($)

 

Compen-sation Actually Paid to Second PEO
(3)($)

 

Average Summary Compen-sation Table Total for Non-PEO Named Executive Officers
(4)($)

 

Average Compen-sation Actually Paid to Non-PEO Named Executive Officers
(5)($)

 

Total Stock-holder Return
(6)($)

 

Peer Group Total Stock-holder Return
(7)($)

 

Net Income
(8)($)

 

Company-Selected Measure (Revenue)
(9)($)

 

(a)

 

(b)

 

(b)

 

(c)

 

(c)

 

(d)

 

(e)

 

(f)

 

(g)

 

(h)

 

(i)

 

2024

 

 

3,309,863

 

 

871,293

 

 

2,128,063

 

 

871,293

 

 

3,092,951

 

 

2,703,612

 

 

76

 

 

82

 

 

(151,336,000

)

 

492,180,000

 

2023

 

 

1,989,300

 

N/A

 

 

(449,438

)

N/A

 

 

2,629,398

 

 

1,507,369

 

 

134

 

 

90

 

 

4,461,000

 

 

229,963,000

 

2022

 

 

10,645,438

 

N/A

 

 

379,378

 

N/A

 

 

3,207,079

 

 

1,315,373

 

 

169

 

 

77

 

 

41,609,000

 

 

297,488,000

 

2021

 

 

10,534,913

 

N/A

 

 

17,835,652

 

N/A

 

 

5,844,045

 

 

6,474,584

 

 

367

 

 

112

 

 

949,000

 

 

263,427,000

 

2020

 

 

6,485,932

 

N/A

 

 

16,571,387

 

N/A

 

 

1,335,313

 

 

3,463,405

 

 

226

 

 

113

 

 

17,068,000

 

 

148,376,000

 

 

(1)
During 2024, two individuals served as Principal Executive Officer ("PEO(s)"). The first PEO included in the table for 2024 is Mike Cotoia (the "First PEO"), and the second PEO is Gary Nugent (the "Second PEO"). The PEO for 2023, 2022, 2021 and 2020 is Mr. Cotoia.
(2)
The dollar amounts reported in column (b) represent the amount of total compensation reported for Mr. Cotoia and Mr. Nugent for each corresponding covered year in the "Total" column of the Summary Compensation Table for each applicable year. Please refer to "Executive Compensation - Executive Compensation Tables - Fiscal 2024 Summary Compensation Table."
(3)
The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to Mr. Cotoia and Mr. Nugent, as computed in accordance with Item 402(v) of Regulation S-K for the applicable covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to our PEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEOs' total compensation for the applicable covered fiscal year to determine the "compensation actually paid":

Mr. Cotoia (First PEO)

 

Year

 

Reported
Summary Compensation Table Total for PEO($)

 

 

Less Reported Grant Date Fair Value of Equity Awards in Summary Compensation
Table(a)($)

 

 

Plus (Less) Equity
Award Adjust-ments(b)($)

 

 

Average Compensation Actually Paid to PEO($)

 

2024

 

 

3,309,863

 

 

 

 

 

(1,181,800

)

 

 

2,128,063

 

2023

 

 

1,989,300

 

 

 

1,374,300

 

 

 

(1,064,438

)

 

 

(449,438

)

2022

 

 

10,645,438

 

 

 

9,841,938

 

 

 

(424,122

)

 

 

379,378

 

2021

 

 

10,534,913

 

 

 

9,731,413

 

 

 

17,032,152

 

 

 

17,835,652

 

2020

 

 

6,485,932

 

 

 

5,725,932

 

 

 

15,811,387

 

 

 

16,571,387

 

 

Mr. Nugent (Second PEO)

 

Year

 

Reported
Summary Compensation Table Total for PEO($)

 

 

Less Reported Grant Date Fair Value of Equity Awards in Summary Compensation
Table(a)($)

 

Plus (Less) Equity
Award Adjust-ments(b)($)

 

Average Compensation Actually Paid to PEO($)

 

2024

 

 

871,293

 

 

 

 

 

871,293

 

2023

 

N/A

 

 

N/A

 

N/A

 

N/A

 

2022

 

N/A

 

 

N/A

 

N/A

 

N/A

 

2021

 

N/A

 

 

N/A

 

N/A

 

N/A

 

2020

 

N/A

 

 

N/A

 

N/A

 

N/A

 

(a) The reported grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" columns in the Summary Compensation Table for each covered fiscal year including bonus amounts earned in excess of target that were paid in common stock.

(b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in the same covered fiscal year, the fair value as

of the vesting date; (iv) for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:

Mr. Cotoia (First PEO)

 

Year

 

Year End Fair Value of All Outstanding and Unvested Equity Awards Granted during Covered Fiscal Year as of End of Covered Fiscal Year($)

 

 

Year over Year Change in Fair Value of Any Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of End of Covered Fiscal Year($)

 

 

Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Covered Fiscal Year($)

 

 

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year that Vested in Covered Fiscal Year($)

 

 

Fair Value at End of Prior Fiscal Year of Outstand-
ing and Unvested Equity Awards Granted in Any Prior Fiscal Year that Failed to Meet Vesting Conditions during Covered Fiscal Year($)

 

 

Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date Not Otherwise Included in Total Compensation for Covered Fiscal Year($)

 

 

Total
Equity
Award Adjust-ments($)

 

2024

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(1,181,800

)

 

 

0

 

 

 

0

 

 

 

(1,181,800

)

2023

 

 

1,568,700

 

 

 

(1,196,000

)

 

 

63,462

 

 

 

(1,500,600

)

 

 

0

 

 

 

0

 

 

 

(1,064,438

)

2022

 

 

6,609,000

 

 

 

(5,676,000

)

 

 

3,154,228

 

 

 

(4,511,350

)

 

 

0

 

 

 

0

 

 

 

(424,122

)

2021

 

 

8,609,400

 

 

 

6,396,250

 

 

 

282,502

 

 

 

1,744,000

 

 

 

0

 

 

 

0

 

 

 

17,032,152

 

2020

 

 

8,866,500

 

 

 

4,951,500

 

 

 

651,137

 

 

 

1,342,250

 

 

 

0

 

 

 

0

 

 

 

15,811,387

 

 

Mr. Nugent (Second PEO)

Year

 

Year End Fair Value of All Outstanding and Unvested Equity Awards Granted during Covered Fiscal Year as of End of Covered Fiscal Year($)

 

 

Year over Year Change in Fair Value of Any Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of End of Covered Fiscal Year($)

 

 

Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Covered Fiscal Year($)

 

 

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year that Vested in Covered Fiscal Year($)

 

 

Fair Value at End of Prior Fiscal Year of Outstand-
ing and Unvested Equity Awards Granted in Any Prior Fiscal Year that Failed to Meet Vesting Conditions during Covered Fiscal Year($)

 

 

Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date Not Otherwise Included in Total Compensation for Covered Fiscal Year($)

 

 

Total
Equity
Award Adjust-ments($)

 

2024

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

2023

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

2022

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

2021

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

2020

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

Equity Award Valuations - PEO: Time-based RSU award grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the time-based RSU awards held by our PEOs that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of each vesting date and as of year-end.

(4)
The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our "NEO(s)") as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)) for each covered year in the "Total" column of the Summary Compensation Table for each applicable year. The names of each NEO (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)) included for purposes of calculating the average amounts of total compensation for (i) each of 2020, 2021, and 2022 was our Executive Chairman, Greg Strakosch, our Chief Financial Officer and Treasurer, Daniel T. Noreck, and our former Executive Director, Product Innovation, Don Hawk and (ii) for 2023 and 2024 was our Chief Financial Officer and Treasurer, Daniel T. Noreck, our President, Rebecca Kitchens, our Chief Operating Officer and Chief Revenue Officer, Steven Niemiec, and our Executive Chairman, Greg Strakosch.
(5)
The dollar amounts reported in column (e) represent the average amount of "compensation actually paid" to our NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)), as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The numbers for the Average Compensation Actually Paid to Non-PEO Named Executive Officers have been updated for 2020, 2021, and 2022 to reflect an inadvertent error in calculations
relating to the vesting date for RSUs granted to Mr. Hawk on August 3, 2018. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to our NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each covered fiscal year to determine the compensation actually paid to our NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)), using the same methodology used for the PEOs specified again in Note 4(b) below:

Year

 

 

Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers($)

 

 

Less Average Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a)($)

 

 

Plus Equity Award Adjust-ments
(b)($)

 

 

Average Compensation Actually Paid to Non-PEO Named Executive Officers($)

 

2024

 

 

 

3,092,951

 

 

 

1,181,426

 

 

 

792,087

 

 

 

2,703,612

 

 

2023

 

 

 

2,629,398

 

 

 

2,192,398

 

 

 

1,070,369

 

 

 

1,507,369

 

 

2022

 

 

 

3,207,079

 

 

 

2,646,246

 

 

 

754,540

 

 

 

1,315,373

 

 

2021

 

 

 

5,844,045

 

 

 

5,283,212

 

 

 

5,913,751

 

 

 

6,474,584

 

 

2020

 

 

 

1,335,313

 

 

 

788,979

 

 

 

2,917,072

 

 

 

3,463,405

 

(a) The reported grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" column in the Summary Compensation Table for each covered fiscal year including bonus amounts earned in excess of target that were paid in equity which is fully vested upon grant.

(b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the average change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the average fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any 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. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year

 

 

Average Year End Fair Value of All Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year as of End of Covered Fiscal Year($)

 

 

Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted during Prior Fiscal Year as of End of Covered Fiscal Year($)

 

 

Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Covered Fiscal Year($)

 

 

Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year($)

 

 

Average Fair Value at End of Prior Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during Covered Fiscal Year($)

 

 

Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date Not Otherwise Included in Total Compensation for Covered Fiscal Year ($)

 

 

Total Average Equity Award Adjust-ments($)

 

2024

 

 

 

1,346,753

 

 

0

 

 

 

6,818

 

 

 

(561,484

)

 

0

 

 

0

 

 

 

792,087

 

 

2023

 

 

 

1,843,223

 

 

 

(381,800

)

 

 

32,831

 

 

 

(423,885

)

 

 

0

 

 

 

0

 

 

 

1,070,369

 

 

2022

 

 

 

1,762,400

 

 

 

(1,874,800

)

 

 

1,921,560

 

 

 

(1,054,620

)

 

 

0

 

 

 

0

 

 

 

754,540

 

 

2021

 

 

 

4,400,360

 

 

 

962,483

 

 

 

172,111

 

 

 

378,797

 

 

 

0

 

 

 

0

 

 

 

5,913,751

 

 

2020

 

 

 

1,004,870

 

 

 

1,210,367

 

 

 

396,675

 

 

 

305,160

 

 

 

0

 

 

 

0

 

 

 

2,917,072

 

Equity Award Valuations - Non-PEO NEOs: Time-based RSU award grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the time-based RSU awards held by the other NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)) that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of each vesting date and as of year-end.

(6)
Cumulative total stockholder return ("TSR") is calculated by dividing the sum of the cumulative amount of dividends during the measurement period, assuming dividend reinvestment, and the difference between our share price at the end of the applicable measurement period and the beginning of the measurement period (December 31, 2019) by our share price at the beginning of the measurement period.
(7)
Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Media Industry Index.
(8)
The dollar amounts reported represent the amount of net income reflected in our audited financial statements for each covered fiscal year.
(9)
While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our executive compensation program, we have determined that revenue is the financial performance measure that, in our
assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our PEOs and other NEOs, for the most recently completed fiscal year, to our performance.
         
Company Selected Measure Name Revenue          
Named Executive Officers, Footnote
(1)
During 2024, two individuals served as Principal Executive Officer ("PEO(s)"). The first PEO included in the table for 2024 is Mike Cotoia (the "First PEO"), and the second PEO is Gary Nugent (the "Second PEO"). The PEO for 2023, 2022, 2021 and 2020 is Mr. Cotoia.
(4)
The dollar amounts reported in column (d) represent the average of the amounts of total compensation reported for our named executive officers (our "NEO(s)") as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)) for each covered year in the "Total" column of the Summary Compensation Table for each applicable year. The names of each NEO (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)) included for purposes of calculating the average amounts of total compensation for (i) each of 2020, 2021, and 2022 was our Executive Chairman, Greg Strakosch, our Chief Financial Officer and Treasurer, Daniel T. Noreck, and our former Executive Director, Product Innovation, Don Hawk and (ii) for 2023 and 2024 was our Chief Financial Officer and Treasurer, Daniel T. Noreck, our President, Rebecca Kitchens, our Chief Operating Officer and Chief Revenue Officer, Steven Niemiec, and our Executive Chairman, Greg Strakosch.
         
Peer Group Issuers, Footnote
(7)
Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Media Industry Index.
         
Adjustment To PEO Compensation, Footnote
(3)
The dollar amounts reported in column (c) represent the amount of "compensation actually paid" to Mr. Cotoia and Mr. Nugent, as computed in accordance with Item 402(v) of Regulation S-K for the applicable covered fiscal year. The dollar amounts do not reflect the actual amount of compensation earned or received by or paid to our PEOs during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEOs' total compensation for the applicable covered fiscal year to determine the "compensation actually paid":

Mr. Cotoia (First PEO)

 

Year

 

Reported
Summary Compensation Table Total for PEO($)

 

 

Less Reported Grant Date Fair Value of Equity Awards in Summary Compensation
Table(a)($)

 

 

Plus (Less) Equity
Award Adjust-ments(b)($)

 

 

Average Compensation Actually Paid to PEO($)

 

2024

 

 

3,309,863

 

 

 

 

 

(1,181,800

)

 

 

2,128,063

 

2023

 

 

1,989,300

 

 

 

1,374,300

 

 

 

(1,064,438

)

 

 

(449,438

)

2022

 

 

10,645,438

 

 

 

9,841,938

 

 

 

(424,122

)

 

 

379,378

 

2021

 

 

10,534,913

 

 

 

9,731,413

 

 

 

17,032,152

 

 

 

17,835,652

 

2020

 

 

6,485,932

 

 

 

5,725,932

 

 

 

15,811,387

 

 

 

16,571,387

 

 

Mr. Nugent (Second PEO)

 

Year

 

Reported
Summary Compensation Table Total for PEO($)

 

 

Less Reported Grant Date Fair Value of Equity Awards in Summary Compensation
Table(a)($)

 

Plus (Less) Equity
Award Adjust-ments(b)($)

 

Average Compensation Actually Paid to PEO($)

 

2024

 

 

871,293

 

 

 

 

 

871,293

 

2023

 

N/A

 

 

N/A

 

N/A

 

N/A

 

2022

 

N/A

 

 

N/A

 

N/A

 

N/A

 

2021

 

N/A

 

 

N/A

 

N/A

 

N/A

 

2020

 

N/A

 

 

N/A

 

N/A

 

N/A

 

(a) The reported grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" columns in the Summary Compensation Table for each covered fiscal year including bonus amounts earned in excess of target that were paid in common stock.

(b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in the same covered fiscal year, the fair value as

of the vesting date; (iv) for equity awards granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year. The amounts deducted or added in calculating the equity award adjustments are as follows:

Mr. Cotoia (First PEO)

 

Year

 

Year End Fair Value of All Outstanding and Unvested Equity Awards Granted during Covered Fiscal Year as of End of Covered Fiscal Year($)

 

 

Year over Year Change in Fair Value of Any Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of End of Covered Fiscal Year($)

 

 

Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Covered Fiscal Year($)

 

 

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year that Vested in Covered Fiscal Year($)

 

 

Fair Value at End of Prior Fiscal Year of Outstand-
ing and Unvested Equity Awards Granted in Any Prior Fiscal Year that Failed to Meet Vesting Conditions during Covered Fiscal Year($)

 

 

Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date Not Otherwise Included in Total Compensation for Covered Fiscal Year($)

 

 

Total
Equity
Award Adjust-ments($)

 

2024

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(1,181,800

)

 

 

0

 

 

 

0

 

 

 

(1,181,800

)

2023

 

 

1,568,700

 

 

 

(1,196,000

)

 

 

63,462

 

 

 

(1,500,600

)

 

 

0

 

 

 

0

 

 

 

(1,064,438

)

2022

 

 

6,609,000

 

 

 

(5,676,000

)

 

 

3,154,228

 

 

 

(4,511,350

)

 

 

0

 

 

 

0

 

 

 

(424,122

)

2021

 

 

8,609,400

 

 

 

6,396,250

 

 

 

282,502

 

 

 

1,744,000

 

 

 

0

 

 

 

0

 

 

 

17,032,152

 

2020

 

 

8,866,500

 

 

 

4,951,500

 

 

 

651,137

 

 

 

1,342,250

 

 

 

0

 

 

 

0

 

 

 

15,811,387

 

 

Mr. Nugent (Second PEO)

Year

 

Year End Fair Value of All Outstanding and Unvested Equity Awards Granted during Covered Fiscal Year as of End of Covered Fiscal Year($)

 

 

Year over Year Change in Fair Value of Any Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year as of End of Covered Fiscal Year($)

 

 

Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Covered Fiscal Year($)

 

 

Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Any Prior Fiscal Year that Vested in Covered Fiscal Year($)

 

 

Fair Value at End of Prior Fiscal Year of Outstand-
ing and Unvested Equity Awards Granted in Any Prior Fiscal Year that Failed to Meet Vesting Conditions during Covered Fiscal Year($)

 

 

Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date Not Otherwise Included in Total Compensation for Covered Fiscal Year($)

 

 

Total
Equity
Award Adjust-ments($)

 

2024

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

2023

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

2022

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

2021

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

2020

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

 

N/A

 

         
Non-PEO NEO Average Total Compensation Amount $ 3,092,951 $ 2,629,398 $ 3,207,079 $ 5,844,045 $ 1,335,313  
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,703,612 1,507,369 1,315,373 6,474,584 3,463,405  
Adjustment to Non-PEO NEO Compensation Footnote
(5)
The dollar amounts reported in column (e) represent the average amount of "compensation actually paid" to our NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)), as computed in accordance with Item 402(v) of Regulation S-K for each covered fiscal year. The numbers for the Average Compensation Actually Paid to Non-PEO Named Executive Officers have been updated for 2020, 2021, and 2022 to reflect an inadvertent error in calculations
relating to the vesting date for RSUs granted to Mr. Hawk on August 3, 2018. The dollar amounts do not reflect the actual average amount of compensation earned or received by or paid to our NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)) during the applicable fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the average total compensation for each covered fiscal year to determine the compensation actually paid to our NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)), using the same methodology used for the PEOs specified again in Note 4(b) below:

Year

 

 

Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers($)

 

 

Less Average Reported Grant Date Fair Value of Equity Awards in Summary Compensation Table(a)($)

 

 

Plus Equity Award Adjust-ments
(b)($)

 

 

Average Compensation Actually Paid to Non-PEO Named Executive Officers($)

 

2024

 

 

 

3,092,951

 

 

 

1,181,426

 

 

 

792,087

 

 

 

2,703,612

 

 

2023

 

 

 

2,629,398

 

 

 

2,192,398

 

 

 

1,070,369

 

 

 

1,507,369

 

 

2022

 

 

 

3,207,079

 

 

 

2,646,246

 

 

 

754,540

 

 

 

1,315,373

 

 

2021

 

 

 

5,844,045

 

 

 

5,283,212

 

 

 

5,913,751

 

 

 

6,474,584

 

 

2020

 

 

 

1,335,313

 

 

 

788,979

 

 

 

2,917,072

 

 

 

3,463,405

 

(a) The reported grant date fair value of equity awards represents the total of the amounts reported in the "Stock Awards" column in the Summary Compensation Table for each covered fiscal year including bonus amounts earned in excess of target that were paid in equity which is fully vested upon grant.

(b) The equity award adjustments for each covered fiscal year include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of all equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (ii) the amount equal to the average change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; (iii) for equity awards that are granted and vest in same covered fiscal year, the average fair value as of the vesting date; (iv) for equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year, the amount equal to the average change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for equity awards that are granted in any prior fiscal year that fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the average fair value at the end of the prior fiscal year; and (vi) the average dollar value of any 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. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year

 

 

Average Year End Fair Value of All Outstanding and Unvested Equity Awards Granted in Covered Fiscal Year as of End of Covered Fiscal Year($)

 

 

Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted during Prior Fiscal Year as of End of Covered Fiscal Year($)

 

 

Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Same Covered Fiscal Year($)

 

 

Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Vested in Covered Fiscal Year($)

 

 

Average Fair Value at End of Prior Fiscal Year of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions during Covered Fiscal Year($)

 

 

Dollar Value of Dividends or other Earnings Paid on Stock or Option Awards in Covered Fiscal Year Prior to Vesting Date Not Otherwise Included in Total Compensation for Covered Fiscal Year ($)

 

 

Total Average Equity Award Adjust-ments($)

 

2024

 

 

 

1,346,753

 

 

0

 

 

 

6,818

 

 

 

(561,484

)

 

0

 

 

0

 

 

 

792,087

 

 

2023

 

 

 

1,843,223

 

 

 

(381,800

)

 

 

32,831

 

 

 

(423,885

)

 

 

0

 

 

 

0

 

 

 

1,070,369

 

 

2022

 

 

 

1,762,400

 

 

 

(1,874,800

)

 

 

1,921,560

 

 

 

(1,054,620

)

 

 

0

 

 

 

0

 

 

 

754,540

 

 

2021

 

 

 

4,400,360

 

 

 

962,483

 

 

 

172,111

 

 

 

378,797

 

 

 

0

 

 

 

0

 

 

 

5,913,751

 

 

2020

 

 

 

1,004,870

 

 

 

1,210,367

 

 

 

396,675

 

 

 

305,160

 

 

 

0

 

 

 

0

 

 

 

2,917,072

 

         
Equity Valuation Assumption Difference, Footnote

Equity Award Valuations - PEO: Time-based RSU award grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the time-based RSU awards held by our PEOs that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of each vesting date and as of year-end.

Equity Award Valuations - Non-PEO NEOs: Time-based RSU award grant date fair values are calculated using the stock price as of date of grant. The valuation assumptions used to calculate the fair values of the time-based RSU awards held by the other NEOs as a group (excluding Mr. Cotoia (for 2024, 2023, 2022, 2021, and 2020) and Mr. Nugent (for 2024)) that vested during or were outstanding as of the end of each covered fiscal year have been adjusted using the stock price as of each vesting date and as of year-end.

         
Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Company TSR and Peer Group TSR. As demonstrated by the following graph, the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs as a group (except our PEOs) increased in 2024 however, the peer group TSR decreased. For more information regarding our performance and the companies that the Compensation Committee considers when determining compensation, refer to "Executive Compensation - Compensation Discussion and Analysis."

 

img111821168_5.jpg

         
Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income. As reflected in the following graph, the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs as a group (except our PEOs) increased in 2024 and our net income decreased during that period. We do not use GAAP or non-GAAP net income as a financial performance measure in our overall executive compensation program, so there is, at best, only an indirect correlation between our profitability and the various financial performance measures which we use when setting goals in our short-term incentive compensation program. The 2024 compensation and financial information reflects figures following the Closing, whereas all prior years reflect pre-combination compensation and financial information for Former TechTarget.

 

img111821168_3.jpg

         
Compensation Actually Paid vs. Company Selected Measure

Compensation Actually Paid and Company Selected Measure (Revenue). As demonstrated by the following graph, both the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs as a group (except our PEOs) and our revenue increased in 2024. As described above, "revenue" is our Company-Selected Measure. While we use various performance measures for the purpose of evaluating the effectiveness of our executive compensation program, we have determined that revenue is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the Pay-Versus-Performance table) used by us to link compensation actually paid to our PEOs and our other NEOs for the most recently completed fiscal year, to our financial performance. We use revenue when setting goals in our short-term incentive compensation program. The 2024 compensation and financial information reflects figures following the Closing, whereas all prior years reflect pre-combination compensation and financials for Former TechTarget.

 

img111821168_4.jpg

         
Total Shareholder Return Vs Peer Group

Compensation Actually Paid and Company TSR and Peer Group TSR. As demonstrated by the following graph, the amount of compensation actually paid to our PEOs and the average amount of compensation actually paid to our other NEOs as a group (except our PEOs) increased in 2024 however, the peer group TSR decreased. For more information regarding our performance and the companies that the Compensation Committee considers when determining compensation, refer to "Executive Compensation - Compensation Discussion and Analysis."

 

img111821168_5.jpg

         
Tabular List, Table

Financial Performance Measures. As described in greater detail in "Executive Compensation - Compensation Discussion and Analysis," our executive compensation program is designed to reflect our variable "pay-for-performance" philosophy. The performance measures that we use for our short-term incentive award programs are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The most important performance measures used by us to link executive compensation actually paid to our NEOs, for the most recently completed fiscal year, to our performance are as follows:

Revenue

Adjusted EBITDA

Percentage of Revenue under Longer-Term Contract

The Compensation Committee designed the relevant Revenue, Adjusted EBIDTA, and Longer-Term Contract targets used in the 2024 Bonus Plan by taking into consideration the 2024 budget as well as projected revenue. The Compensation Committee determined that the financial targets should, as in past years, be based on the Company's current year budget and also took into consideration the Company's actual performance against its budget. The Committee determined that the Longer-Term Contract target should be based on projected revenue and anticipated product mix. Based on these factors, the Committee established the 2024 targets against the prior year period. For more information on the 2024 Bonus Plan, see "Executive Compensation - Executive Incentive Bonus Plan" above.

         
Total Shareholder Return Amount $ 76 134 169 367 226  
Peer Group Total Shareholder Return Amount 82 90 77 112 113  
Net Income (Loss) $ (151,336,000) $ 4,461,000 $ 41,609,000 $ 949,000 $ 17,068,000  
Company Selected Measure Amount 492,180,000 229,963,000 297,488,000 263,427,000 148,376,000  
PEO Name Gary Nugent         Mike Cotoia
Measure:: 1            
Pay vs Performance Disclosure            
Name Revenue          
Non-GAAP Measure Description
(9)
While we use numerous financial and non-financial performance measures for the purpose of evaluating performance for our executive compensation program, we have determined that revenue is the financial performance measure that, in our
assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by us to link compensation actually paid to our PEOs and other NEOs, for the most recently completed fiscal year, to our performance.
         
Measure:: 2            
Pay vs Performance Disclosure            
Name Adjusted EBITDA          
Measure:: 3            
Pay vs Performance Disclosure            
Name Percentage of Revenue under Longer-Term Contract          
Mike Cotoia            
Pay vs Performance Disclosure            
PEO Total Compensation Amount $ 3,309,863 $ 1,989,300 $ 10,645,438 $ 10,534,913 $ 6,485,932  
PEO Actually Paid Compensation Amount 2,128,063 (449,438) 379,378 17,835,652 16,571,387  
Gary Nugent            
Pay vs Performance Disclosure            
PEO Total Compensation Amount 871,293          
PEO Actually Paid Compensation Amount 871,293          
PEO | Mike Cotoia | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (0) (1,374,300) (9,841,938) (9,731,413) (5,725,932)  
PEO | Mike Cotoia | Equity Awards Adjustments, Excluding Value Reported in Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,181,800) (1,064,438) (424,122) 17,032,152 15,811,387  
PEO | Mike Cotoia | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 1,568,700 6,609,000 8,609,400 8,866,500  
PEO | Mike Cotoia | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 (1,196,000) (5,676,000) 6,396,250 4,951,500  
PEO | Mike Cotoia | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 63,462 3,154,228 282,502 651,137  
PEO | Mike Cotoia | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,181,800) (1,500,600) (4,511,350) 1,744,000 1,342,250  
PEO | Mike Cotoia | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0 0  
PEO | Mike Cotoia | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0 0  
PEO | Gary Nugent | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (0)          
PEO | Gary Nugent | Equity Awards Adjustments, Excluding Value Reported in Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Gary Nugent | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Gary Nugent | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Gary Nugent | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Gary Nugent | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Gary Nugent | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Gary Nugent | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,181,426) (2,192,398) (2,646,246) (5,283,212) (788,979)  
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 792,087 1,070,369 754,540 5,913,751 2,917,072  
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 1,346,753 1,843,223 1,762,400 4,400,360 1,004,870  
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 (381,800) (1,874,800) 962,483 1,210,367  
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 6,818 32,831 1,921,560 172,111 396,675  
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (561,484) (423,885) (1,054,620) 378,797 305,160  
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0 0 0 0 0  
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ 0 $ 0 $ 0 $ 0 $ 0