Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
Pay Versus Performance Disclosure
This disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K under the 1934 Act (“Item 402(v)”) and does not necessarily reflect value actually realized by the NEOs or how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the Compensation Discussion and Analysis elsewhere in this Proxy Statement.
Pay Versus Performance
Value of Initial Fixed $100
Investment Based On:
Year(1)
Summary
Compensation
Table Total
for PEO(2)
Compensation
Actually
Paid
for PEO(3)
Average
Summary
Compensation
Table Total
for Non-PEO
NEOs(2)
Average
Compensation
Actually
Paid
for Non-PEO
NE0s(4)
Total
Shareholder
Return(5)
Peer Group
Total
Shareholder
Return(6)
Net
Income
Company-
Selected
Measure:
Revenue(7)
2022 $ 8,614,364
-$8,775,469
$ 2,775,056 -$ 818,600 $ 61 $ 76 $ 43,268,000 $ 452,418,000
2021 $ 7,369,816 $ 46,716,620 $ 5,697,840 $ 16,336,221 $ 92 $ 112 $ 29,308,000 $ 332,741,000
2020 N/A N/A N/A N/A $ 100 $ 100 N/A N/A
(1)
Mark Zagorski served as the Company’s principal executive officer (PEO) for the entirety of 2021 and 2022. The Company’s other NEOs for the applicable years were as follows:

2021: Julie Eddleman and Nicola Allais

2022: Julie Eddleman, Nicola Allais, Andy Grimmig and Matthew McLaughlin
(2)
Amounts reported in this column represent (i) the total compensation reported in the Summary
Compensation Table for the applicable year for the Company’s PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs.
(3)
Amounts reported in this column represent the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
PEO
2021
2022
Summary Compensation Table—Total Compensation
(a)
$ 7,369,816 $ 8,614,364
- Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year
(b)
$ 6,499,996 $ 7,500,003
+ Fair Value at Fiscal Year End of Outstanding and unvested Stock Awards and Option Awards Granted in Fiscal Year
(C)
$ 6,727,419 $ 6,127,263
+ Change in Fair Value of Outst anding and Unvested
Stock Awards and Opt ion Awards Granted in Prior
Fiscal Years
(d)
$ 22,215,950 -$ 11,875,870
+ Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year
(e)
$ 0 $ 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 Satisf ied During Fiscal Year
(f)
$ 16,903,431 -$ 4,141,223
- Fair Value as of Prior Fiscal Year End of Stock
Awards and Opt ion Awards Granted in Prior Fiscal
Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year
(g)
$ 0 $ 0
= Compensation Actually Paid $ 46,716,620 -$ 8,775,469
(a)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(b)
Represents the aggregate grant date fair value of the stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC 718.
(c)
Represents the aggregate fair value as of the indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718.
(d)
Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e)
Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to the PEO and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(f)
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(g)
Represents the aggregate fair value as of the last day of the prior fiscal year of the PEO’s stock
awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.
(4)
Amounts reported in this column represent the compensation actually paid to the NEOs other than the PEO in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
NEO Average
2021
2022
Summary Compensation Table—Total Compensation
(a)
$ 5,697,840 $ 2,775,056
-
Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year
(b)
$ 4,972,405 $ 2,000,000
+
Fair Value at Fiscal Year End of Outstanding and
Unvested Stock Awards and Option Awards
Granted in Fiscal Year
(C)
$ 5,868,201 $ 1,633,936
+
Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years
(d)
$ 828,883 -$ 1,223,303
+
Fair Value at Vesting of Stock Awards and Option
Awards Granted in Fiscal Year That Vested
During Fiscal Year
(e)
$ 1,182,978 $ 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
(f)
$ 7,730,723 -$ 1,664,697
-
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 Condit ions During Fiscal Year
(g)
$ 0 $ 339,593
=
Compensation Actually Paid
$ 16,336,221 -$ 818,600
(a)
Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.
(b)
Represents the average aggregate grant date fair value of the stock awards and option awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC 718.
(c)
Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718.
(d)
Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the reported NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e)
Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(f)
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the reported NEOs that was
granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(g)
Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.
(5)
Pursuant to rules of the SEC, the comparison assumes $100 was invested on the IPO date of April 21, 2021 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.
(6)
The TSR Peer Group consists of the NASDAQ Composite Index.
(7)
The Compensation Committee determined that revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation.
   
Company Selected Measure Name Revenue    
Named Executive Officers, Footnote [Text Block]
(1)
Mark Zagorski served as the Company’s principal executive officer (PEO) for the entirety of 2021 and 2022. The Company’s other NEOs for the applicable years were as follows:

2021: Julie Eddleman and Nicola Allais

2022: Julie Eddleman, Nicola Allais, Andy Grimmig and Matthew McLaughlin
   
Peer Group Issuers, Footnote [Text Block]
(6)
The TSR Peer Group consists of the NASDAQ Composite Index.
   
PEO Total Compensation Amount $ 8,614,364 $ 7,369,816  
PEO Actually Paid Compensation Amount $ (8,775,469) 46,716,620  
Adjustment To PEO Compensation, Footnote [Text Block]
(3)
Amounts reported in this column represent the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
PEO
2021
2022
Summary Compensation Table—Total Compensation
(a)
$ 7,369,816 $ 8,614,364
- Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year
(b)
$ 6,499,996 $ 7,500,003
+ Fair Value at Fiscal Year End of Outstanding and unvested Stock Awards and Option Awards Granted in Fiscal Year
(C)
$ 6,727,419 $ 6,127,263
+ Change in Fair Value of Outst anding and Unvested
Stock Awards and Opt ion Awards Granted in Prior
Fiscal Years
(d)
$ 22,215,950 -$ 11,875,870
+ Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year
(e)
$ 0 $ 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 Satisf ied During Fiscal Year
(f)
$ 16,903,431 -$ 4,141,223
- Fair Value as of Prior Fiscal Year End of Stock
Awards and Opt ion Awards Granted in Prior Fiscal
Years That Failed to Meet Applicable Vesting
Conditions During Fiscal Year
(g)
$ 0 $ 0
= Compensation Actually Paid $ 46,716,620 -$ 8,775,469
(a)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(b)
Represents the aggregate grant date fair value of the stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC 718.
(c)
Represents the aggregate fair value as of the indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718.
(d)
Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e)
Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to the PEO and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(f)
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(g)
Represents the aggregate fair value as of the last day of the prior fiscal year of the PEO’s stock
awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.
   
Non-PEO NEO Average Total Compensation Amount $ 2,775,056 5,697,840  
Non-PEO NEO Average Compensation Actually Paid Amount $ (818,600) 16,336,221  
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(4)
Amounts reported in this column represent the compensation actually paid to the NEOs other than the PEO in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
NEO Average
2021
2022
Summary Compensation Table—Total Compensation
(a)
$ 5,697,840 $ 2,775,056
-
Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year
(b)
$ 4,972,405 $ 2,000,000
+
Fair Value at Fiscal Year End of Outstanding and
Unvested Stock Awards and Option Awards
Granted in Fiscal Year
(C)
$ 5,868,201 $ 1,633,936
+
Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years
(d)
$ 828,883 -$ 1,223,303
+
Fair Value at Vesting of Stock Awards and Option
Awards Granted in Fiscal Year That Vested
During Fiscal Year
(e)
$ 1,182,978 $ 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
(f)
$ 7,730,723 -$ 1,664,697
-
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 Condit ions During Fiscal Year
(g)
$ 0 $ 339,593
=
Compensation Actually Paid
$ 16,336,221 -$ 818,600
(a)
Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.
(b)
Represents the average aggregate grant date fair value of the stock awards and option awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC 718.
(c)
Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718.
(d)
Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the reported NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e)
Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(f)
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the reported NEOs that was
granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(g)
Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
[MISSING IMAGE: bc_capvstsr-4c.jpg]
   
Compensation Actually Paid vs. Net Income [Text Block]
[MISSING IMAGE: bc_netincome-4c.jpg]
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
[MISSING IMAGE: bc_revenue-4c.jpg]
   
Tabular List [Table Text Block]
Tabular List of Financial Performance Measures
The following is a list of the two financial performance measures used by the Company to link compensation actually paid to the NEOs for the fiscal year ended December 31, 2022 (which in the Company’s assessment represent the most important financial performance measures in evaluating the Company’s success):

Revenue

Adjusted EBITDA
   
Total Shareholder Return Amount $ 61 92 $ 100
Peer Group Total Shareholder Return Amount 76 112 $ 100
Net Income (Loss) $ 43,268,000 $ 29,308,000  
Company Selected Measure Amount 452,418,000 332,741,000  
PEO Name Mark Zagorski    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Revenue    
Non-GAAP Measure Description [Text Block]
(7)
The Compensation Committee determined that revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation.
   
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Adjusted EBITDA    
PEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 7,500,003 $ 6,499,996  
PEO [Member] | Equity Awards Adjustments Of Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards and Option Awards Granted in Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 6,127,263 6,727,419  
PEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (11,875,870) 22,215,950  
PEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0  
PEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (4,141,223) 16,903,431  
PEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 0  
Non-PEO NEO [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value) [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 2,000,000 4,972,405  
Non-PEO NEO [Member] | Equity Awards Adjustments Of Fair Value At Fiscal Year End Of Outstanding And Unvested Stock Awards and Option Awards Granted in Fiscal Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 1,633,936 5,868,201  
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,223,303) 828,883  
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,664,697) 7,730,723  
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 0 1,182,978  
Non-PEO NEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 339,593 $ 0