Pay vs Performance Disclosure
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12 Months Ended |
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Dec. 31, 2025
USD ($)
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Dec. 31, 2024
USD ($)
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Dec. 31, 2023
USD ($)
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Dec. 31, 2022
USD ($)
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Dec. 31, 2021
USD ($)
|
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
PAY VERSUS PERFORMANCE TABLE The following table sets forth compensation information of our CEO (the “PEO”) and other NEOs (the “Non-PEO NEOs”), on an average basis, along with total shareholder return, net income, and ROIC performance results for our fiscal years 2025, 2024, 2023, 2022, and 2021. For additional information regarding the Company’s philosophy and compensation objectives, including emphasizing multiple performance factors tied to stockholder value creation over short- and long-term time horizons, refer to the Compensation Discussion and Analysis (“CD&A”).
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Summary Compensation Table (SCT) Total For PEO (1 ) |
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Compensation Actually Paid (CAP) to PEO (2) |
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Average Summary Compensation Table Total for Non-PEO NEOs (1) |
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Average Compensation Actually Paid to Non-PEO NEOs (2) |
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Value of Initial Fixed $100 Investment Based On: |
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Company Selected Measure: Adjusted |
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Total Shareholder Return (TSR) (3) |
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23,886,978 |
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10,686,678 |
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6,557,045 |
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4,485,883 |
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131.07 |
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214.08 |
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1,078,000,000 |
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6.3 |
% |
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21,569,894 |
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(13,224,711 |
) |
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6,292,328 |
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2,346,088 |
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110.83 |
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178.19 |
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1,800,000,000 |
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8.3 |
% |
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24,414,668 |
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(271,382 |
) |
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5,497,139 |
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2,081,427 |
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152.93 |
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136.08 |
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3,483,000,000 |
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12.2 |
% |
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24,749,178 |
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65,662,660 |
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5,891,112 |
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14,567,967 |
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192.14 |
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102.37 |
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4,340,000,000 |
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13.6 |
% |
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23,508,841 |
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60,063,855 |
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6,078,204 |
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15,161,710 |
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137.31 |
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129.36 |
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2,709,000,000 |
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10.0 |
% |
(1) |
For each of 2025, 2024, 2023, 2022, and 2021 our PEO was Juan Luciano. For 2021, the Non-PEO NEOs were Ray Young, Vincent Macciocchi, Gregory Morris, and Joseph Taets. For 2022, the Non-PEO NEOs included the same NEOs as in 2021, as well as Vikram Luthar and Christopher Cuddy. For 2023, the Non-PEO NEOs were Vikram Luthar, Regina Jones, Gregory Morris, Christopher Cuddy and Vincent Macciocchi. For 2024, the Non-PEO NEOs were Monish Patolawala, Ismael Roig, Greg Morris, Christopher Cuddy, Ian Pinner and Vikram Luthar. For 2025, the Non-PEO NEOs were Monish Patolawala, Greg Morris, Christopher Cuddy, and Ian Pinner. |
(2) |
The dollar amounts reported represent the Compensation Actually Paid (“CAP”) to Mr. Luciano and the Non-PEO NEOs in accordance with, and using the adjustments set forth in, Item 402(v) of Regulation S-K. The following adjustments related to pension plans and equity awards were made to their total compensation each year as reported in the SCT to determine the CAP: |
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Reconciliation of PEO Summary Compensation Table Total to Compensation Actually Paid |
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Reported Value of Equity Awards ($) |
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Equity Award Adjustments ($) |
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Dividends Paid or Accrued on Unvested Shares and Stock Options ($) |
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Reported Change in the Actuarial Present Value of Pension Benefits ($) |
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Pension Benefit Adjustments ($) |
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Compensation Actually Paid ($) |
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23,886,978 |
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(17,700,055 |
) |
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2,918,444 |
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1,646,739 |
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(114,406 |
) |
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48,978 |
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10,686,678 |
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21,569,894 |
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(17,700,074 |
) |
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(18,189,770 |
) |
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1,084,138 |
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(37,857 |
) |
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48,958 |
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(13,224,711 |
) |
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24,414,668 |
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(17,919,686 |
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(7,597,412 |
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902,498 |
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(117,551 |
) |
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46,100 |
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(271,382 |
) |
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24,749,178 |
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(17,727,259 |
) |
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57,902,844 |
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689,008 |
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— |
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48,889 |
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65,662,660 |
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23,508,841 |
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(15,939,571 |
) |
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51,787,958 |
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718,567 |
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(59,843 |
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47,903 |
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60,063,855 |
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Reconciliation of Non-PEO NEOs Summary Compensation Table Total to Compensation Actually Paid |
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Reported Value of Equity Awards ($) |
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Equity Award Adjustments ($) |
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Dividends Paid or Accrued on Unvested Shares and Stock Options ($) |
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Reported Change in the Actuarial Present Value of Pension Benefits ($) |
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Pension Benefit Adjustments ($) |
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Compensation Actually Paid ($) |
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6,557,045 |
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(4,131,293 |
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1,764,290 |
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402,335 |
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(129,446 |
) |
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22,952 |
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4,485,883 |
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6,292,328 |
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(4,758,392 |
) |
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625,835 |
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170,347 |
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(2,473 |
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18,443 |
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2,346,088 |
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5,497,139 |
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(3,746,208 |
) |
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288,332 |
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132,976 |
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(107,675 |
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16,864 |
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2,081,427 |
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5,891,112 |
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(3,657,711 |
) |
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12,165,647 |
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143,963 |
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— |
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24,956 |
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14,567,967 |
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6,078,204 |
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(3,533,337 |
) |
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12,401,366 |
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184,138 |
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(14,810 |
) |
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46,149 |
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15,161,710 |
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(3) |
Our peer group for the calculation of TSR is the S&P 100, which is the industry index used to show our performance in our CD&A. TSR, in the case of both the Company and our peer group, reflects the cumulative return on $100 as if invested on December 31, 2020, including reinvestment of any dividends, and is rounded to the nearest tenth. |
(4) |
Our Company selected measure, which we believe represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link CAP to the NEOs for 2025 to company performance, is Adjusted ROIC. Adjusted ROIC is one of the metrics under the 2025 PSUs. PSUs make up for over 40% of our NEOs annual target total compensation for 2025. Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) is a non-GAAP financial measure. Annex A to this proxy statement provides a more detailed definition of this term, a reconciliation to the most directly comparable GAAP financial measure, and related disclosures about the use of this non-GAAP financial measure. |
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In order to calculate CAP, the following amounts were excluded from or added to the SCT total compensation: |
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Reconciliation of the Pension and Equity Award Adjustments for the PEO’s Compensation Actually Paid |
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Pension & Equity amounts reported in SCT ($) |
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Pension value attributable to covered years’ service and any change in pension value attributable to plan amendments made in covered year ($) |
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Dividends paid or accrued on unvested shares and stock options ($) |
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Change in fair value related to equity awards a,b ($) |
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23,886,978 |
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(17,814,461 |
) |
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48,978 |
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1,646,739 |
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2,918,444 |
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10,686,678 |
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21,569,894 |
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(17,737,931 |
) |
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48,958 |
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1,084,138 |
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(18,189,770 |
) |
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(13,224,711 |
) |
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24,414,668 |
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(18,037,237 |
) |
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46,100 |
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902,498 |
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(7,597,412 |
) |
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(271,382 |
) |
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24,749,178 |
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(17,727,259 |
) |
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48,889 |
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689,008 |
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57,902,844 |
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65,662,660 |
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23,508,841 |
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(15,999,414 |
) |
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47,903 |
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718,567 |
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51,787,958 |
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60,063,855 |
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Reconciliation of the Pension and Equity Award Adjustments for the Average of Non-PEO NEOs’ Compensation Actually Paid |
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Pension & Equity amounts reported in SCT ($) |
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Pension value attributable to covered years’ service and any change in pension value attributable to plan amendments made in covered year ($) |
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Dividends paid or accrued on unvested shares and stock options ($) |
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Change in fair value related to equity awards a,b ($) |
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6,557,045 |
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(4,260,738 |
) |
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22,952 |
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402,335 |
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1,764,290 |
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4,485,883 |
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6,292,328 |
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(4,760,865 |
) |
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18,443 |
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170,347 |
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625,835 |
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2,346,088 |
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5,497,139 |
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(3,853,883 |
) |
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16,864 |
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132,976 |
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288,332 |
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2,081,427 |
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5,891,112 |
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(3,657,711 |
) |
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24,956 |
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143,963 |
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12,165,647 |
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14,567,967 |
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6,078,204 |
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(3,548,148 |
) |
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46,149 |
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184,138 |
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12,401,366 |
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15,161,710 |
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(a) |
With respect to performance-based equity awards, change in fair value is based on the probable outcome of the related performance metrics. |
(b) |
The amounts deducted or added are as follows to determine the equity award adjustments for year-over-year change in fair value: |
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Change in Fair Value at End of Covered Year from End of Prior Year of Awards Granted in Prior Years that are Unvested at End of |
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Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year |
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Change in Fair Value at Vesting Date from End of Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year |
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Fair Value at End of the Prior Year of Prior Year Equity Awards that Failed to Meet Vesting Conditions in the Covered Year |
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Value of Dividends or other Earnings Paid or Accrued on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
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Total Equity Award Adjustments |
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12,131,837 |
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(6,220,602 |
) |
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|
— |
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(2,992,791 |
) |
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— |
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— |
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2,918,444 |
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9,133,097 |
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(22,628,216 |
) |
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|
— |
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(4,694,651 |
) |
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|
— |
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|
— |
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(18,189,770 |
) |
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|
23,167,914 |
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(25,124,590 |
) |
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|
|
— |
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|
|
(5,640,736 |
) |
|
|
|
— |
|
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|
|
— |
|
|
|
|
(7,597,412 |
) |
|
|
|
|
|
|
|
|
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|
|
|
29,050,156 |
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|
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|
24,982,970 |
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|
— |
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|
3,869,718 |
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|
— |
|
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|
— |
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|
57,902,844 |
|
|
|
|
|
|
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|
|
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|
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|
29,297,900 |
|
|
|
|
19,489,626 |
|
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|
|
— |
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|
3,000,433 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
51,787,958 |
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Fair Value at Covered Year- End of Equity Awards Granted in Covered Year |
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Change in Fair Value at End of Covered Year from End of Prior Year of Awards Granted in Prior Years that are Unvested at End of |
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Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year |
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Change in Fair Value at Vesting Date from End of Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year |
|
Fair Value at End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year |
|
Value of Dividends or other Earnings Paid or Accrued on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
Total Equity Award Adjustments |
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|
|
|
|
|
|
|
|
|
|
2,831,641 |
|
|
|
|
(2,147,980 |
) |
|
|
|
— |
|
|
|
|
1,080,628 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
1,764,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,060,568 |
|
|
|
|
(2,161,287 |
) |
|
|
|
— |
|
|
|
|
(273,446 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
625,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,605,203 |
|
|
|
|
(3,418,100 |
) |
|
|
|
— |
|
|
|
|
(898,772 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
288,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,009,503 |
|
|
|
|
5,340,024 |
|
|
|
|
— |
|
|
|
|
816,121 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
12,165,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,494,489 |
|
|
|
|
5,193,596 |
|
|
|
|
— |
|
|
|
|
713,281 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
12,401,366 |
|
|
|
|
|
|
| Company Selected Measure Name |
Adjusted ROIC
|
|
|
|
|
| Named Executive Officers, Footnote |
For each of 2025, 2024, 2023, 2022, and 2021 our PEO was Juan Luciano. For 2021, the Non-PEO NEOs were Ray Young, Vincent Macciocchi, Gregory Morris, and Joseph Taets. For 2022, the Non-PEO NEOs included the same NEOs as in 2021, as well as Vikram Luthar and Christopher Cuddy. For 2023, the Non-PEO NEOs were Vikram Luthar, Regina Jones, Gregory Morris, Christopher Cuddy and Vincent Macciocchi. For 2024, the Non-PEO NEOs were Monish Patolawala, Ismael Roig, Greg Morris, Christopher Cuddy, Ian Pinner and Vikram Luthar. For 2025, the Non-PEO NEOs were Monish Patolawala, Greg Morris, Christopher Cuddy, and Ian Pinner.
|
|
|
|
|
| Peer Group Issuers, Footnote |
Our peer group for the calculation of TSR is the S&P 100, which is the industry index used to show our performance in our CD&A. TSR, in the case of both the Company and our peer group, reflects the cumulative return on $100 as if invested on December 31, 2020, including reinvestment of any dividends, and is rounded to the nearest tenth.
|
|
|
|
|
| PEO Total Compensation Amount |
$ 23,886,978
|
$ 21,569,894
|
$ 24,414,668
|
$ 24,749,178
|
$ 23,508,841
|
| PEO Actually Paid Compensation Amount |
$ 10,686,678
|
(13,224,711)
|
(271,382)
|
65,662,660
|
60,063,855
|
| Adjustment To PEO Compensation, Footnote |
(2) |
The dollar amounts reported represent the Compensation Actually Paid (“CAP”) to Mr. Luciano and the Non-PEO NEOs in accordance with, and using the adjustments set forth in, Item 402(v) of Regulation S-K. The following adjustments related to pension plans and equity awards were made to their total compensation each year as reported in the SCT to determine the CAP: |
|
Reconciliation of PEO Summary Compensation Table Total to Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported Value of Equity Awards ($) |
|
Equity Award Adjustments ($) |
|
Dividends Paid or Accrued on Unvested Shares and Stock Options ($) |
|
Reported Change in the Actuarial Present Value of Pension Benefits ($) |
|
Pension Benefit Adjustments ($) |
|
Compensation Actually Paid ($) |
|
|
|
|
|
|
|
|
|
|
|
|
23,886,978 |
|
|
|
|
(17,700,055 |
) |
|
|
|
2,918,444 |
|
|
|
|
1,646,739 |
|
|
|
|
(114,406 |
) |
|
|
|
48,978 |
|
|
|
|
10,686,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
21,569,894 |
|
|
|
|
(17,700,074 |
) |
|
|
|
(18,189,770 |
) |
|
|
|
1,084,138 |
|
|
|
|
(37,857 |
) |
|
|
|
48,958 |
|
|
|
|
(13,224,711 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
24,414,668 |
|
|
|
|
(17,919,686 |
) |
|
|
|
(7,597,412 |
) |
|
|
|
902,498 |
|
|
|
|
(117,551 |
) |
|
|
|
46,100 |
|
|
|
|
(271,382 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
24,749,178 |
|
|
|
|
(17,727,259 |
) |
|
|
|
57,902,844 |
|
|
|
|
689,008 |
|
|
|
|
— |
|
|
|
|
48,889 |
|
|
|
|
65,662,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
23,508,841 |
|
|
|
|
(15,939,571 |
) |
|
|
|
51,787,958 |
|
|
|
|
718,567 |
|
|
|
|
(59,843 |
) |
|
|
|
47,903 |
|
|
|
|
60,063,855 |
|
|
Reconciliation of the Pension and Equity Award Adjustments for the PEO’s Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension & Equity amounts reported in SCT ($) |
|
Pension value attributable to covered years’ service and any change in pension value attributable to plan amendments made in covered year ($) |
|
Dividends paid or accrued on unvested shares and stock options ($) |
|
Change in fair value related to equity awards a,b ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
23,886,978 |
|
|
|
|
(17,814,461 |
) |
|
|
|
48,978 |
|
|
|
|
1,646,739 |
|
|
|
|
2,918,444 |
|
|
|
|
10,686,678 |
|
|
|
|
|
|
|
|
|
|
|
|
21,569,894 |
|
|
|
|
(17,737,931 |
) |
|
|
|
48,958 |
|
|
|
|
1,084,138 |
|
|
|
|
(18,189,770 |
) |
|
|
|
(13,224,711 |
) |
|
|
|
|
|
|
|
|
|
|
|
24,414,668 |
|
|
|
|
(18,037,237 |
) |
|
|
|
46,100 |
|
|
|
|
902,498 |
|
|
|
|
(7,597,412 |
) |
|
|
|
(271,382 |
) |
|
|
|
|
|
|
|
|
|
|
|
24,749,178 |
|
|
|
|
(17,727,259 |
) |
|
|
|
48,889 |
|
|
|
|
689,008 |
|
|
|
|
57,902,844 |
|
|
|
|
65,662,660 |
|
|
|
|
|
|
|
|
|
|
|
|
23,508,841 |
|
|
|
|
(15,999,414 |
) |
|
|
|
47,903 |
|
|
|
|
718,567 |
|
|
|
|
51,787,958 |
|
|
|
|
60,063,855 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Fair Value at End of Covered Year from End of Prior Year of Awards Granted in Prior Years that are Unvested at End of |
|
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year |
|
Change in Fair Value at Vesting Date from End of Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year |
|
Fair Value at End of the Prior Year of Prior Year Equity Awards that Failed to Meet Vesting Conditions in the Covered Year |
|
Value of Dividends or other Earnings Paid or Accrued on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
Total Equity Award Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
12,131,837 |
|
|
|
|
(6,220,602 |
) |
|
|
|
— |
|
|
|
|
(2,992,791 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
2,918,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
9,133,097 |
|
|
|
|
(22,628,216 |
) |
|
|
|
— |
|
|
|
|
(4,694,651 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(18,189,770 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
23,167,914 |
|
|
|
|
(25,124,590 |
) |
|
|
|
— |
|
|
|
|
(5,640,736 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
(7,597,412 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
29,050,156 |
|
|
|
|
24,982,970 |
|
|
|
|
— |
|
|
|
|
3,869,718 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
57,902,844 |
|
|
|
|
|
|
|
|
|
|
|
|
|
29,297,900 |
|
|
|
|
19,489,626 |
|
|
|
|
— |
|
|
|
|
3,000,433 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
51,787,958 |
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 6,557,045
|
6,292,328
|
5,497,139
|
5,891,112
|
6,078,204
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 4,485,883
|
2,346,088
|
2,081,427
|
14,567,967
|
15,161,710
|
| Adjustment to Non-PEO NEO Compensation Footnote |
Reconciliation of Non-PEO NEOs Summary Compensation Table Total to Compensation Actually Paid
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reported Value of Equity Awards ($) |
|
Equity Award Adjustments ($) |
|
Dividends Paid or Accrued on Unvested Shares and Stock Options ($) |
|
Reported Change in the Actuarial Present Value of Pension Benefits ($) |
|
Pension Benefit Adjustments ($) |
|
Compensation Actually Paid ($) |
|
|
|
|
|
|
|
|
|
|
|
|
6,557,045 |
|
|
|
|
(4,131,293 |
) |
|
|
|
1,764,290 |
|
|
|
|
402,335 |
|
|
|
|
(129,446 |
) |
|
|
|
22,952 |
|
|
|
|
4,485,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,292,328 |
|
|
|
|
(4,758,392 |
) |
|
|
|
625,835 |
|
|
|
|
170,347 |
|
|
|
|
(2,473 |
) |
|
|
|
18,443 |
|
|
|
|
2,346,088 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,497,139 |
|
|
|
|
(3,746,208 |
) |
|
|
|
288,332 |
|
|
|
|
132,976 |
|
|
|
|
(107,675 |
) |
|
|
|
16,864 |
|
|
|
|
2,081,427 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5,891,112 |
|
|
|
|
(3,657,711 |
) |
|
|
|
12,165,647 |
|
|
|
|
143,963 |
|
|
|
|
— |
|
|
|
|
24,956 |
|
|
|
|
14,567,967 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,078,204 |
|
|
|
|
(3,533,337 |
) |
|
|
|
12,401,366 |
|
|
|
|
184,138 |
|
|
|
|
(14,810 |
) |
|
|
|
46,149 |
|
|
|
|
15,161,710 |
|
|
Reconciliation of the Pension and Equity Award Adjustments for the Average of Non-PEO NEOs’ Compensation Actually Paid |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension & Equity amounts reported in SCT ($) |
|
Pension value attributable to covered years’ service and any change in pension value attributable to plan amendments made in covered year ($) |
|
Dividends paid or accrued on unvested shares and stock options ($) |
|
Change in fair value related to equity awards a,b ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,557,045 |
|
|
|
|
(4,260,738 |
) |
|
|
|
22,952 |
|
|
|
|
402,335 |
|
|
|
|
1,764,290 |
|
|
|
|
4,485,883 |
|
|
|
|
|
|
|
|
|
|
|
|
6,292,328 |
|
|
|
|
(4,760,865 |
) |
|
|
|
18,443 |
|
|
|
|
170,347 |
|
|
|
|
625,835 |
|
|
|
|
2,346,088 |
|
|
|
|
|
|
|
|
|
|
|
|
5,497,139 |
|
|
|
|
(3,853,883 |
) |
|
|
|
16,864 |
|
|
|
|
132,976 |
|
|
|
|
288,332 |
|
|
|
|
2,081,427 |
|
|
|
|
|
|
|
|
|
|
|
|
5,891,112 |
|
|
|
|
(3,657,711 |
) |
|
|
|
24,956 |
|
|
|
|
143,963 |
|
|
|
|
12,165,647 |
|
|
|
|
14,567,967 |
|
|
|
|
|
|
|
|
|
|
|
|
6,078,204 |
|
|
|
|
(3,548,148 |
) |
|
|
|
46,149 |
|
|
|
|
184,138 |
|
|
|
|
12,401,366 |
|
|
|
|
15,161,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at Covered Year- End of Equity Awards Granted in Covered Year |
|
Change in Fair Value at End of Covered Year from End of Prior Year of Awards Granted in Prior Years that are Unvested at End of |
|
Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year |
|
Change in Fair Value at Vesting Date from End of Prior Year of Equity Awards Granted in Prior Years that Vested in the Covered Year |
|
Fair Value at End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year |
|
Value of Dividends or other Earnings Paid or Accrued on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
Total Equity Award Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
2,831,641 |
|
|
|
|
(2,147,980 |
) |
|
|
|
— |
|
|
|
|
1,080,628 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
1,764,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,060,568 |
|
|
|
|
(2,161,287 |
) |
|
|
|
— |
|
|
|
|
(273,446 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
625,835 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4,605,203 |
|
|
|
|
(3,418,100 |
) |
|
|
|
— |
|
|
|
|
(898,772 |
) |
|
|
|
— |
|
|
|
|
— |
|
|
|
|
288,332 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,009,503 |
|
|
|
|
5,340,024 |
|
|
|
|
— |
|
|
|
|
816,121 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
12,165,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,494,489 |
|
|
|
|
5,193,596 |
|
|
|
|
— |
|
|
|
|
713,281 |
|
|
|
|
— |
|
|
|
|
— |
|
|
|
|
12,401,366 |
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
Compensation Actually Paid versus Company TSR and Peer Group TSR*
* |
TSR valuations are based upon a fixed value initial investment of $100 as of December 31, 2020 for determination of both peer group and Company TSR from 2021 through 2025. |
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
Compensation Actually Paid versus Net Income
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
Compensation Actually Paid versus Adjusted ROIC*
* |
Adjusted ROIC is a non-GAAP financial measure. See Annex A to this proxy statement for a reconciliation to the most directly comparable GAAP financial measure. |
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
Compensation Actually Paid versus Company TSR and Peer Group TSR*
* |
TSR valuations are based upon a fixed value initial investment of $100 as of December 31, 2020 for determination of both peer group and Company TSR from 2021 through 2025. |
|
|
|
|
|
| Tabular List, Table |
FINANCIAL PERFORMANCE MEASURES The three financial performance measures listed below represent the most important measures used to link compensation actually paid to the NEOs for 2025 to Company performance, as further described in the CD&A.
| |
• |
|
Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) |
| |
• |
|
Adjusted earnings per share (EPS) |
|
|
|
|
|
| Total Shareholder Return Amount |
$ 131.07
|
110.83
|
152.93
|
192.14
|
137.31
|
| Peer Group Total Shareholder Return Amount |
214.08
|
178.19
|
136.08
|
102.37
|
129.36
|
| Net Income (Loss) |
$ 1,078,000,000
|
$ 1,800,000,000
|
$ 3,483,000,000
|
$ 4,340,000,000
|
$ 2,709,000,000
|
| Company Selected Measure Amount |
0.063
|
0.083
|
0.122
|
0.136
|
0.10
|
| PEO Name |
Juan Luciano
|
|
|
|
|
| Measure:: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Adjusted ROIC
|
|
|
|
|
| Non-GAAP Measure Description |
Adjusted ROIC (return on invested capital, adjusted to exclude the impact of certain items) is a non-GAAP financial measure. Annex A to this proxy statement provides a more detailed definition of this term, a reconciliation to the most directly comparable GAAP financial measure, and related disclosures about the use of this non-GAAP financial measure.
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Adjusted earnings before interest, taxes, depreciation and amortization (EBITDA)
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Adjusted earnings per share (EPS)
|
|
|
|
|
| PEO | Equity Awards Adjustments |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 2,918,444
|
$ (18,189,770)
|
$ (7,597,412)
|
$ 57,902,844
|
$ 51,787,958
|
| PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
12,131,837
|
9,133,097
|
23,167,914
|
29,050,156
|
29,297,900
|
| PEO | 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 |
(6,220,602)
|
(22,628,216)
|
(25,124,590)
|
24,982,970
|
19,489,626
|
| PEO | 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 |
(2,992,791)
|
(4,694,651)
|
(5,640,736)
|
3,869,718
|
3,000,433
|
| PEO | Pension and Equity [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(17,814,461)
|
(17,737,931)
|
(18,037,237)
|
(17,727,259)
|
(15,999,414)
|
| PEO | Reported Value of Equity Awards [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(17,700,055)
|
(17,700,074)
|
(17,919,686)
|
(17,727,259)
|
(15,939,571)
|
| PEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(114,406)
|
(37,857)
|
(117,551)
|
|
(59,843)
|
| PEO | Pension Value Attributable To Current Years Service [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
48,978
|
48,958
|
46,100
|
48,889
|
47,903
|
| PEO | Dividends Paid or Accrued on Unvested Shares and Stock Options [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,646,739
|
1,084,138
|
902,498
|
689,008
|
718,567
|
| Non-PEO NEO | Equity Awards Adjustments |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,764,290
|
625,835
|
288,332
|
12,165,647
|
12,401,366
|
| 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 |
2,831,641
|
3,060,568
|
4,605,203
|
6,009,503
|
6,494,489
|
| 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 |
(2,147,980)
|
(2,161,287)
|
(3,418,100)
|
5,340,024
|
5,193,596
|
| 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 |
1,080,628
|
(273,446)
|
(898,772)
|
816,121
|
713,281
|
| Non-PEO NEO | Pension and Equity [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(4,260,738)
|
(4,760,865)
|
(3,853,883)
|
(3,657,711)
|
(3,548,148)
|
| Non-PEO NEO | Reported Value of Equity Awards [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(4,131,293)
|
(4,758,392)
|
(3,746,208)
|
(3,657,711)
|
(3,533,337)
|
| Non-PEO NEO | Reported Change in the Actuarial Present Value of Pension Benefits [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(129,446)
|
(2,473)
|
(107,675)
|
|
(14,810)
|
| Non-PEO NEO | Pension Value Attributable To Current Years Service [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
22,952
|
18,443
|
16,864
|
24,956
|
46,149
|
| Non-PEO NEO | Dividends Paid or Accrued on Unvested Shares and Stock Options [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 402,335
|
$ 170,347
|
$ 132,976
|
$ 143,963
|
$ 184,138
|