Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure [Table] |
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| Pay vs Performance [Table Text Block] |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance. For further information concerning Cheniere’s pay for performance philosophy and how Cheniere aligns executive compensation with performance, see “Compensation Discussion and Analysis” beginning on page 40. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our NEOs.
TABULAR DISCLOSURE OF COMPENSATION ACTUALLY PAID VERSUS PERFORMANCE
The following table discloses information on “compensation actually paid” (“CAP”) to our principal executive officer (“PEO”) and (on average) to our other NEOs (Non-PEO NEOs) during the specified years alongside our total shareholder return (“TSR”) and net income, as well as Consolidated Adjusted EBITDA, a Company-selected financial measure. The Company identified Consolidated Adjusted EBITDA as our Company-Selected Measure, given its impact on the determination of performance on our annual scorecard and prominence in our description of core operating performance through earnings releases and conference calls, as described in more detail beginning on page 42. We may determine a different financial performance measure to be the most important financial performance measure in future years. Consolidated Adjusted EBITDA is a non-GAAP financial measure. For a definition of Consolidated Adjusted EBITDA and a reconciliation of this non-GAAP measures to net income (loss), the most directly comparable GAAP financial measure, please see Appendix C.
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VALUE OF INITIAL FIXED $100
INVESTMENT BASED ON: |
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YEAR
(a)
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SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1)
(b)
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(c)
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AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO
NEOS (3)
(d)
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AVERAGE CAP TO NON-PEO
NEOS (4)
(e)
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TOTAL CUMULATIVE SHAREHOLDER RETURN (5)
(f)
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PEER GROUP TOTAL CUMULATIVE SHAREHOLDER RETURN (6)
(g)
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NET
INCOME (LOSS) (MILLIONS) (7)
(h) |
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CONSOLIDATED ADJUSTED EBITDA (NON-GAAP)
(MILLIONS) (8)
(i)
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2022 |
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$ |
22,608,390 |
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$ |
77,025,086 |
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$ |
5,774,056 |
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$ |
17,851,473 |
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$ |
248 |
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$ |
158 |
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$ |
2,635 |
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$ |
11,564 |
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2021 |
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$ |
18,091,084 |
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$ |
64,767,515 |
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$ |
5,302,041 |
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$ |
13,751,700 |
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$ |
167 |
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$ |
107 |
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$ |
(1,565 |
) |
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$ |
4,867 |
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2020 |
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$ |
14,893,339 |
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$ |
13,083,721 |
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$ |
4,922,878 |
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$ |
2,827,851 |
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$ |
98 |
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$ |
74 |
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$ |
501 |
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$ |
3,961 |
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| (1) |
For 2020, 2021 and 2022, the PEO was Jack A. Fusco. |
| (2) |
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Fusco, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Fusco during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Fusco’s total compensation for each year to determine the CAP: |
PEO SUMMARY COMPENSATION TABLE (“SCT”) TOTAL TO CAP RECONCILIATION
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| YEAR |
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REPORTED SCT
TOTAL FOR PEO |
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REPORTED VALUE
OF EQUITY-BASED
AWARDS(a)
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EQUITY-BASED
AWARD
ADJUSTMENTS(b)
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CAP TO CEO |
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2022 |
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$ |
22,608,390 |
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$ |
(16,585,377 |
) |
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$ |
71,002,073 |
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$ |
77,025,086 |
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2021 |
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$ |
18,091,084 |
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$ |
(12,608,398 |
) |
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$ |
59,284,829 |
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$ |
64,767,515 |
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2020 |
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$ |
14,893,339 |
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$ |
(9,509,961 |
) |
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$ |
7,700,343 |
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$ |
13,083,721 |
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(a) |
The grant date fair value of equity-based awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
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(b) |
The equity-based award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity-based awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable 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 awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for 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 applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
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The valuation assumptions initially used to calculate the fair value of equity-based awards containing a market condition of ATSR are based on fair value assigned to the market metric using a Monte Carlo model as of the grant date. For each subsequent measurement date, adjustments have been made to equity-based award valuation using the stock price as of the measurement date and updated assumptions related to dividend yield, stock volatility and risk-free rates. The grant date fair value of equity-based awards containing performance and service-based conditions initially assumes target performance and the stock price at the date of grant, with subsequent measurements incorporating actual or forecast adjustments for performance and changes in stock price at each measurement date, as relevant. |
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The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
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| YEAR |
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YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
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YEAR OVER YEAR
CHANGE IN
FAIR VALUE
OF OUTSTANDING
AND UNVESTED
AWARDS |
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FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
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YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
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FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
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VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
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TOTAL AWARD
ADJUSTMENTS |
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2022 |
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$ |
22,843,764 |
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$ |
44,199,361 |
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$ |
— |
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$ |
3,958,948 |
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$ |
— |
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$ |
— |
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$ |
71,002,073 |
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2021 |
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$ |
20,255,894 |
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$ |
37,414,436 |
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$ |
— |
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$ |
1,614,499 |
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$ |
— |
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$ |
— |
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$ |
59,284,829 |
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2020 |
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$ |
10,567,005 |
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$ |
(630,778 |
) |
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$ |
— |
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$ |
(2,235,884 |
) |
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$ |
— |
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$ |
— |
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$ |
7,700,343 |
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| (3) |
Our Non-PEO NEOs in the table above were the following individuals: (i) for 2022, Zach Davis, Anatol Feygin, Sean N. Markowitz and Aaron Stephenson; (ii) for 2021, Zach Davis, Anatol Feygin, Sean N. Markowitz and Aaron Stephenson; and (iii) for 2020, Zach Davis, Anatol Feygin, Sean N. Markowitz, Aaron Stephenson and Michael Wortley. |
| (4) |
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year, and in 2020 reflects the impact of certain award forfeitures in connection with the resignation of our previous Chief Financial Officer in 2020. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for each year to determine the CAP, using the same methodology described above in Note 2: |
AVERAGE NON-PEO NEO SCT TOTAL TO CAP RECONCILIATION
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| YEAR |
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AVERAGE
REPORTED SCT
TOTAL FOR NON-
PEO NEO |
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AVERAGE
REPORTED VALUE
OF EQUITY-BASED
AWARDS |
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AVERAGE EQUITY-
BASED AWARD
ADJUSTMENTS(a)
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AVERAGE CAP TO
NON-PEO NEO |
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2022 |
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$ |
5,774,056 |
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$ |
(3,620,785 |
) |
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$ |
15,698,202 |
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$ |
17,851,473 |
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2021 |
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$ |
5,302,041 |
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$ |
(3,552,517 |
) |
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$ |
12,002,176 |
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$ |
13,751,700 |
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2020 |
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$ |
4,922,878 |
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$ |
(2,563,263 |
) |
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$ |
468,236 |
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$ |
2,827,851 |
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(a) |
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
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| YEAR |
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YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
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YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
AWARDS
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FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
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YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
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FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
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VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
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TOTAL AWARD
ADJUSTMENTS |
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2022 |
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$ |
4,972,107 |
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$ |
9,811,733 |
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$ |
17,509 |
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$ |
896,853 |
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$ |
— |
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$ |
— |
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$ |
15,698,202 |
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2021 |
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$ |
5,372,557 |
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$ |
6,147,462 |
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$ |
14,605 |
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$ |
467,552 |
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$ |
— |
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$ |
— |
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$ |
12,002,176 |
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2020 |
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$ |
1,740,632 |
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$ |
(82,266 |
) |
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$ |
5,629 |
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$ |
(707,199 |
) |
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$ |
(488,560 |
) |
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$ |
— |
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$ |
468,236 |
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| (5) |
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the period December 31, 2019 through the end of the applicable measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end of the applicable measurement period and December 31, 2019, by the Company’s share price at December 31, 2019. |
| (6) |
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 as described on page 58. |
| (7) |
The dollar amounts reported represent the amount of net income (loss), as reported in the Company’s consolidated financial statements included in our 2022 Annual Report on Form 10-K. The Company does not use net income as a performance measure in its executive compensation program. |
| (8) |
Consolidated Adjusted EBITDA is calculated by taking net income (loss) attributable to common stockholders before net income attributable to non-controlling interest, interest expense, net of capitalized interest, changes in the fair value and settlement of our interest rate derivatives, taxes, depreciation and amortization, and adjusting for the effects of certain non-cash items, other non-operating income or expense items, and other items not otherwise predictive or indicative of ongoing operating performance, including the effects of modification or extinguishment of debt, impairment expense and loss on disposal of assets, changes in the fair value of our commodity and FX derivatives prior to contractual delivery or termination, and non-cash compensation expense. The change in fair value of commodity and FX derivatives is considered in |
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determining Consolidated Adjusted EBITDA given that the timing of recognizing gains and losses on these derivative contracts differs from the recognition of the related item economically hedged. While the Company uses numerous financial and nonfinancial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Consolidated Adjusted EBITDA is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to company performance. |
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| Company Selected Measure Name |
Consolidated Adjusted EBITDA
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| Named Executive Officers, Footnote [Text Block] |
Our Non-PEO NEOs in the table above were the following individuals: (i) for 2022, Zach Davis, Anatol Feygin, Sean N. Markowitz and Aaron Stephenson; (ii) for 2021, Zach Davis, Anatol Feygin, Sean N. Markowitz and Aaron Stephenson; and (iii) for 2020, Zach Davis, Anatol Feygin, Sean N. Markowitz, Aaron Stephenson and Michael Wortley.
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| Peer Group Issuers, Footnote [Text Block] |
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 as described on page 58.
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| PEO Total Compensation Amount |
$ 22,608,390
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$ 18,091,084
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$ 14,893,339
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| PEO Actually Paid Compensation Amount |
$ 77,025,086
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64,767,515
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13,083,721
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| Adjustment To PEO Compensation, Footnote [Text Block] |
PEO SUMMARY COMPENSATION TABLE (“SCT”) TOTAL TO CAP RECONCILIATION
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| YEAR |
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REPORTED SCT
TOTAL FOR PEO |
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REPORTED VALUE
OF EQUITY-BASED
AWARDS(a)
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EQUITY-BASED
AWARD
ADJUSTMENTS(b)
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CAP TO CEO |
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2022 |
|
$ |
22,608,390 |
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$ |
(16,585,377 |
) |
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$ |
71,002,073 |
|
|
$ |
77,025,086 |
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2021 |
|
$ |
18,091,084 |
|
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$ |
(12,608,398 |
) |
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$ |
59,284,829 |
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$ |
64,767,515 |
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2020 |
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$ |
14,893,339 |
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$ |
(9,509,961 |
) |
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$ |
7,700,343 |
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$ |
13,083,721 |
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(a) |
The grant date fair value of equity-based awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
| |
(b) |
The equity-based award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity-based awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable 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 awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for 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 applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. |
| |
|
The valuation assumptions initially used to calculate the fair value of equity-based awards containing a market condition of ATSR are based on fair value assigned to the market metric using a Monte Carlo model as of the grant date. For each subsequent measurement date, adjustments have been made to equity-based award valuation using the stock price as of the measurement date and updated assumptions related to dividend yield, stock volatility and risk-free rates. The grant date fair value of equity-based awards containing performance and service-based conditions initially assumes target performance and the stock price at the date of grant, with subsequent measurements incorporating actual or forecast adjustments for performance and changes in stock price at each measurement date, as relevant. |
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The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
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| YEAR |
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YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
|
YEAR OVER YEAR
CHANGE IN
FAIR VALUE
OF OUTSTANDING
AND UNVESTED
AWARDS |
|
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
|
TOTAL AWARD
ADJUSTMENTS |
|
2022 |
|
$ |
22,843,764 |
|
|
$ |
44,199,361 |
|
|
$ |
— |
|
|
$ |
3,958,948 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
71,002,073 |
|
2021 |
|
$ |
20,255,894 |
|
|
$ |
37,414,436 |
|
|
$ |
— |
|
|
$ |
1,614,499 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
59,284,829 |
|
2020 |
|
$ |
10,567,005 |
|
|
$ |
(630,778 |
) |
|
$ |
— |
|
|
$ |
(2,235,884 |
) |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
7,700,343 |
|
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|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 5,774,056
|
5,302,041
|
4,922,878
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 17,851,473
|
13,751,700
|
2,827,851
|
| Adjustment to Non-PEO NEO Compensation Footnote [Text Block] |
AVERAGE NON-PEO NEO SCT TOTAL TO CAP RECONCILIATION
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| YEAR |
|
AVERAGE
REPORTED SCT
TOTAL FOR NON-
PEO NEO |
|
|
AVERAGE
REPORTED VALUE
OF EQUITY-BASED
AWARDS |
|
|
AVERAGE EQUITY-
BASED AWARD
ADJUSTMENTS(a)
|
|
|
AVERAGE CAP TO
NON-PEO NEO |
|
2022 |
|
$ |
5,774,056 |
|
|
$ |
(3,620,785 |
) |
|
$ |
15,698,202 |
|
|
$ |
17,851,473 |
|
2021 |
|
$ |
5,302,041 |
|
|
$ |
(3,552,517 |
) |
|
$ |
12,002,176 |
|
|
$ |
13,751,700 |
|
2020 |
|
$ |
4,922,878 |
|
|
$ |
(2,563,263 |
) |
|
$ |
468,236 |
|
|
$ |
2,827,851 |
|
| |
(a) |
The amounts deducted or added in calculating the equity-based award adjustments are as follows: |
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| YEAR |
|
YEAR END VALUE
OF AWARDS
GRANTED IN THE
APPLICABLE
YEAR |
|
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF
OUTSTANDING
AND
UNVESTED
AWARDS
|
|
|
FAIR VALUE AS
OF VESTING
DATE OF
AWARDS
GRANTED AND
VESTED IN THE
YEAR |
|
|
YEAR OVER
YEAR
CHANGE IN
FAIR VALUE
OF AWARDS
GRANTED IN
PRIOR YEARS
THAT VESTED
IN THE YEAR |
|
|
FAIR VALUE AT
THE END OF THE
PRIOR YEAR OF
AWARDS THAT
FAILED TO MEET
VESTING
CONDITIONS IN
THE YEAR |
|
|
VALUE OF
DIVIDENDS OR
OTHER
EARNINGS PAID
ON UNVESTED
AWARDS NOT
OTHERWISE
REFLECTED IN
FAIR VALUE OR
TOTAL
COMPENSATION |
|
|
TOTAL AWARD
ADJUSTMENTS |
|
2022 |
|
$ |
4,972,107 |
|
|
$ |
9,811,733 |
|
|
$ |
17,509 |
|
|
$ |
896,853 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
15,698,202 |
|
2021 |
|
$ |
5,372,557 |
|
|
$ |
6,147,462 |
|
|
$ |
14,605 |
|
|
$ |
467,552 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
12,002,176 |
|
2020 |
|
$ |
1,740,632 |
|
|
$ |
(82,266 |
) |
|
$ |
5,629 |
|
|
$ |
(707,199 |
) |
|
$ |
(488,560 |
) |
|
$ |
— |
|
|
$ |
468,236 |
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return [Text Block] |
|
|
|
| Compensation Actually Paid vs. Net Income [Text Block] |
|
|
|
| Compensation Actually Paid vs. Company Selected Measure [Text Block] |
|
|
|
| Total Shareholder Return Vs Peer Group [Text Block] |
|
|
|
| Tabular List [Table Text Block] |
MOST IMPORTANT MEASURES LINKING COMPENSATION ACTUALLY PAID DURING 2022 TO COMPANY PERFORMANCE
As required, we disclose below the most important financial performance measures used by the Company to link compensation actually paid to our NEOs for 2022 to Company performance. In addition to the performance measures listed here, the Compensation Committee and Board consider a range of factors in determining compensation aligned with the tenets of responsible operation and growth, including ESG metrics, strategic goals and operational effectiveness. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 40. For a definition of non-GAAP measures Consolidated Adjusted EBITDA and Cumulative Distributable Cash Flow per Share, please see Appendix C and Appendix A, respectively.
|
| |
Financial Performance Measures |
Consolidated Adjusted EBITDA |
Absolute TSR |
Cumulative Distributable Cash Flow per Share |
|
|
|
| Total Shareholder Return Amount |
$ 248
|
167
|
98
|
| Peer Group Total Shareholder Return Amount |
158
|
107
|
74
|
| Net Income (Loss) |
$ 2,635,000,000
|
$ (1,565,000,000)
|
$ 501,000,000
|
| Company Selected Measure Amount |
11,564,000,000
|
4,867,000,000
|
3,961,000,000
|
| PEO Name |
Jack A. Fusco.
|
|
|
| Measure [Axis]: 1 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Consolidated Adjusted EBITDA
|
|
|
| Non-GAAP Measure Description [Text Block] |
For a definition of non-GAAP measures Consolidated Adjusted EBITDA and Cumulative Distributable Cash Flow per Share, please see Appendix C and Appendix A, respectively.
|
|
|
| Measure [Axis]: 2 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Absolute TSR
|
|
|
| Measure [Axis]: 3 |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Measure Name |
Cumulative Distributable Cash Flow per Share
|
|
|
| PEO [Member] | REPORTED VALUE OF EQUITYBASED AWARDS [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
$ (16,585,377)
|
$ (12,608,398)
|
$ (9,509,961)
|
| PEO [Member] | EQUITYBASED AWARD ADJUSTMENTS [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
71,002,073
|
59,284,829
|
7,700,343
|
| PEO [Member] | YEAR END VALUE OF AWARDS GRANTED IN THE APPLICABLE YEAR [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
22,843,764
|
20,255,894
|
10,567,005
|
| PEO [Member] | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED AWARDS [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
44,199,361
|
37,414,436
|
(630,778)
|
| PEO [Member] | FAIR VALUE AS OF VESTING DATE OF AWARDS GRANTED AND VESTED IN THE YEAR [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| PEO [Member] | YEAR OVER YEAR CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
3,958,948
|
1,614,499
|
(2,235,884)
|
| PEO [Member] | FAIR VALUE AT THE END OF THE PRIOR YEAR OF AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| PEO [Member] | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON UNVESTED AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
0
|
| Non-PEO NEO [Member] | REPORTED VALUE OF EQUITYBASED AWARDS [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
(3,620,785)
|
(3,552,517)
|
(2,563,263)
|
| Non-PEO NEO [Member] | EQUITYBASED AWARD ADJUSTMENTS [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
15,698,202
|
12,002,176
|
468,236
|
| Non-PEO NEO [Member] | YEAR END VALUE OF AWARDS GRANTED IN THE APPLICABLE YEAR [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
4,972,107
|
5,372,557
|
1,740,632
|
| Non-PEO NEO [Member] | YEAR OVER YEAR CHANGE IN FAIR VALUE OF OUTSTANDING AND UNVESTED AWARDS [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
9,811,733
|
6,147,462
|
(82,266)
|
| Non-PEO NEO [Member] | FAIR VALUE AS OF VESTING DATE OF AWARDS GRANTED AND VESTED IN THE YEAR [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
17,509
|
14,605
|
5,629
|
| Non-PEO NEO [Member] | YEAR OVER YEAR CHANGE IN FAIR VALUE OF AWARDS GRANTED IN PRIOR YEARS THAT VESTED IN THE YEAR [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
896,853
|
467,552
|
(707,199)
|
| Non-PEO NEO [Member] | FAIR VALUE AT THE END OF THE PRIOR YEAR OF AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE YEAR [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
0
|
0
|
(488,560)
|
| Non-PEO NEO [Member] | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON UNVESTED AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTAL COMPENSATION [Member] |
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
| Adjustment to Compensation Amount |
$ 0
|
$ 0
|
$ 0
|