remaining from awards approved on October 30, 2024; (ii) 30,368 PRSUs representing target potential payout remaining from awards approved on October 26, 2023; and (iii) 15,179 PRSUs representing target potential payout remaining from awards approved on October 27, 2022. For Ms. Kim, includes (i) 14,389 PRSUs representing target potential payout remaining from awards approved on October 30, 2024; (ii) 7,314 PRSUs representing target potential payout remaining from awards approved on October 26, 2023; and (iii) 3,923 PRSUs representing target potential payout remaining from awards approved on October 27, 2022. For Mr. Posey, includes (i) 8,562 PRSUs representing target potential payout remaining from awards approved on October 30, 2024; (ii) 4,363 PRSUs representing target potential payout remaining from awards approved on October 26, 2023; and (iii) 2,242 PRSUs representing target potential payout remaining from awards approved on October 27, 2022.
CEO Pay Ratio
Under Item 402(u) of Regulation S-K, we are required to provide the following information regarding the relationship between the annual total compensation of Mr. Thakar, our Chief Executive Officer as of the date we selected to identify the median employee, and the median of the annual total compensation of all our employees (other than Mr. Thakar) for 2024:
1.
| The median of the annual total compensation of our all employees (other than Mr. Thakar) (including our consolidated subsidiaries) was $37,775. |
2.
| Mr. Thakar’s annual total compensation, as reported in the 2024 Summary Compensation Table included in this proxy statement, was $15,650,272. |
3.
| Based on the above, for 2024, the ratio of Mr. Thakar’s annual total compensation to the median of the annual total compensation of all our employees other than Mr. Thakar was approximately 414 to 1. |
This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We determined the median of the annual total compensation of our employees (other than Mr. Thakar) as of December 31, 2024, at which time we (including our consolidated subsidiaries) had 2,400 full-time, part-time, seasonal and temporary employees, 564 of whom are U.S. employees, and 1,836 (or approximately 77% of our total employee population) of whom are located outside of the United States (12 in Australia, 5 in Brazil, 16 in Canada, 2 in Colombia, 1 in the Czech Republic, 32 in France, 19 in Germany, 4 in Hong Kong, 1,628 in India, 12 in Italy, 3 in Japan, 5 in Mexico, 11 in the Netherlands, 2 in the Philippines, 5 in Poland, 1 in Saudi Arabia, 7 in Singapore, 2 in South Africa, 8 in Spain, 10 in the United Arab Emirates, and 51 in the United Kingdom).
In accordance with the permitted methodology for determining the “median employee”, we re-identified the “median employee” for 2024 due to a change in our employee population. We excluded non-U.S. employees (other than those located in France, Germany, India, and the United Kingdom) from our calculations under the de minimis exclusion to the extent the aggregate did not exceed 5% of our total employee population. We did not annualize the compensation of all permanent employees who were new-hires in 2024. We then compared the base salaries paid, bonuses earned, and equity awards granted to our 2,294 employees in the U.S., France, Germany, India, and the United Kingdom (which consisted of 564 U.S. employees and 1,730 non-U.S. employees) in 2024 to determine the median employee. Once we identified our median employee, we calculated the employee’s annual total compensation as though the median employee was reported in the 2024 Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed above. With respect to the annual total compensation of Mr. Thakar, we used the amount reported in the “Total” column in the 2024 Summary Compensation Table included in this proxy statement.
