XML 189 R3.htm IDEA: XBRL DOCUMENT v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Feb. 16, 2024
USD ($)
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
We do not schedule the grant of stock options or other equity awards in anticipation of the disclosure of material nonpublic information, and we do not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards. We have not adopted a formal policy that would require us to grant, or to avoid granting, stock options or other equity awards at certain times. In practice, however, as part of our regular annual long-term incentive (LTI) grant process, the MDCC generally has granted stock options and other equity awards to our executives at their meeting in February of each year. The full Board is responsible for determining Chairman and CEO compensation, which includes equity awards. Similarly, annual grants of equity awards to our non-employee directors (which, in years prior to 2024, included stock options) generally have been made by the Board each year in April. The dates for those MDCC and Board meetings generally are set well in advance and on a fairly consistent cadence from year to year. However, the MDCC and the Board are also authorized to grant stock options and other equity awards at other times during the year. For example, stock options and other equity awards may be, and have been, granted in connection with new hires and promotions.
Consistent with our historic grant practices for regular annual LTI awards to our executives, the Board approved the grant of stock options to our Chairman and CEO, and the MDCC approved the grant of stock options to our other named executive officers, with a grant date of February 16, 2024, which was the date that we filed our annual report on Form 10-K for the 2023 fiscal year, and approximately two weeks after we issued the earnings release announcing our 2023 fourth quarter and full year financial results. We are providing the following information relating to stock options granted to our named executive officers during fiscal year 2024, as required by SEC rules.
NameGrant DateNumber of Securities Underlying the AwardExercise Price of the Award ($)Grant Date Fair Value of the Award ($)Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information (%)
Vimal Kapur2/16/202485,100 $197.68 $3,250,820 (0.5)
Gregory Lewis2/16/202439,267 197.68 1,499,999 (0.5)
Anne T. Madden2/16/202432,624 197.68 1,246,237 (0.5)
Lucian Boldea2/16/202426,734 197.68 1,021,239 (0.5)
James Currier2/16/202422,316 197.68 852,471 (0.5)
 
Award Timing Method
We do not schedule the grant of stock options or other equity awards in anticipation of the disclosure of material nonpublic information, and we do not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards. We have not adopted a formal policy that would require us to grant, or to avoid granting, stock options or other equity awards at certain times. In practice, however, as part of our regular annual long-term incentive (LTI) grant process, the MDCC generally has granted stock options and other equity awards to our executives at their meeting in February of each year. The full Board is responsible for determining Chairman and CEO compensation, which includes equity awards. Similarly, annual grants of equity awards to our non-employee directors (which, in years prior to 2024, included stock options) generally have been made by the Board each year in April. The dates for those MDCC and Board meetings generally are set well in advance and on a fairly consistent cadence from year to year. However, the MDCC and the Board are also authorized to grant stock options and other equity awards at other times during the year. For example, stock options and other equity awards may be, and have been, granted in connection with new hires and promotions.
 
Award Timing Predetermined true  
Award Timing MNPI Considered true  
Award Timing, How MNPI Considered
We do not schedule the grant of stock options or other equity awards in anticipation of the disclosure of material nonpublic information, and we do not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards. We have not adopted a formal policy that would require us to grant, or to avoid granting, stock options or other equity awards at certain times. In practice, however, as part of our regular annual long-term incentive (LTI) grant process, the MDCC generally has granted stock options and other equity awards to our executives at their meeting in February of each year. The full Board is responsible for determining Chairman and CEO compensation, which includes equity awards. Similarly, annual grants of equity awards to our non-employee directors (which, in years prior to 2024, included stock options) generally have been made by the Board each year in April. The dates for those MDCC and Board meetings generally are set well in advance and on a fairly consistent cadence from year to year. However, the MDCC and the Board are also authorized to grant stock options and other equity awards at other times during the year. For example, stock options and other equity awards may be, and have been, granted in connection with new hires and promotions.
 
MNPI Disclosure Timed for Compensation Value true  
Awards Close in Time to MNPI Disclosures, Table
NameGrant DateNumber of Securities Underlying the AwardExercise Price of the Award ($)Grant Date Fair Value of the Award ($)Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information (%)
Vimal Kapur2/16/202485,100 $197.68 $3,250,820 (0.5)
Gregory Lewis2/16/202439,267 197.68 1,499,999 (0.5)
Anne T. Madden2/16/202432,624 197.68 1,246,237 (0.5)
Lucian Boldea2/16/202426,734 197.68 1,021,239 (0.5)
James Currier2/16/202422,316 197.68 852,471 (0.5)
 
Vimal Kapur [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Vimal Kapur
Underlying Securities   85,100
Exercise Price | $ / shares   $ 197.68
Fair Value as of Grant Date | $   $ 3,250,820
Underlying Security Market Price Change   (0.005)
Gregory Lewis [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Gregory Lewis
Underlying Securities   39,267
Exercise Price | $ / shares   $ 197.68
Fair Value as of Grant Date | $   $ 1,499,999
Underlying Security Market Price Change   (0.005)
Anne T. Madden [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Anne T. Madden
Underlying Securities   32,624
Exercise Price | $ / shares   $ 197.68
Fair Value as of Grant Date | $   $ 1,246,237
Underlying Security Market Price Change   (0.005)
Lucian Boldea [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Lucian Boldea
Underlying Securities   26,734
Exercise Price | $ / shares   $ 197.68
Fair Value as of Grant Date | $   $ 1,021,239
Underlying Security Market Price Change   (0.005)
James Currier [Member]    
Awards Close in Time to MNPI Disclosures    
Name   James Currier
Underlying Securities   22,316
Exercise Price | $ / shares   $ 197.68
Fair Value as of Grant Date | $   $ 852,471
Underlying Security Market Price Change   (0.005)