BAXTER INTERNATIONAL INC, PRE 14A filed on 3/13/2026
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.25.4
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Baxter International Inc.
Entity Central Index Key 0000010456
v3.25.4
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
VALUE OF INITIAL
 FIXED $100
 INVESTMENT
BASED ON:4
YearSUMMARY
 COMPENSATION TABLE TOTAL
FOR PEO 1¹
($)		SUMMARY
 COMPENSATION TABLE TOTAL
FOR PEO 2¹
($)		SUMMARY
 COMPENSATION TABLE TOTAL
FOR PEO 3¹
($)
COMPENSATION
 ACTUALLY PAID
TO PEO 11,2,3
($)
COMPENSATION
 ACTUALLY PAID TO PEO 21,2,3
($)
COMPENSATION
 ACTUALLY PAID TO PEO 31,2,3
($)
AVERAGE
 SUMMARY
 COMPENSATION
 TABLE TOTAL FOR NON-PEO NEOS1
 ($)
AVERAGE
 COMPENSATION
 ACTUALLY PAID
 TO NON-PEO
 NEOS1,2,3
 ($)
TSR
 ($)		PEER
 GROUP
 TSR
 ($)
NET INCOME
(LOSS)
 ($ MILLIONS)5
NET SALES
($ MILLIONS)6
20257,666,044 3,809,993 29,805,182 3,069,426 3,291,228 14,723,645 5,203,101 1,204,498 26.50 148.36 (957)11,244 
202418,071,015 — — 9,204,471 — — 6,508,661 4,227,617 39.72 129.46 (638)15,149 
202313,786,671 — — 10,408,814 — — 5,194,682 3,994,655 51.20 126.21 2,663 14,813 
202213,588,236 — — (9,114,999)— — 6,721,562 14,410 65.55 123.67 (2,421)14,506 
202115,634,734 — — 19,600,136 — — 4,853,630 5,588,070 108.45 126.13 1,295 12,146 
        
Company Selected Measure Name et Sales From Continuing Operations        
Named Executive Officers, Footnote
1.Mr. Almeida (PEO 1) served as our PEO from January 1, 2021 thru February 3, 2025. Mr. Shafer (PEO 2) served as our PEO from February 3, 2025 thru August 19, 2025. Mr. Hider (PEO 3) served as our PEO starting August 19, 2025 and is our current PEO. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
20212022202320242025
James K. SaccaroJames K. SaccaroJoel GradeJoel GradeJoel Grade
Giuseppe AccogliGiuseppe AccogliJames K. SaccaroHeather KnightHeather Knight
Cristiano FranziCristiano FranziBrian StevensAlok SonigReazur Rasul
Andrew FryeDavid RosenbloomCristiano FranziChristopher TothDavid Rosenbloom
Heather KnightAlok Sonig
Alok SonigCecilia Soriano
Christopher Toth
        
Peer Group Issuers, Footnote The Peer Group TSR set forth in this table utilizes the S&P 500 Health Care Index which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in Baxter and in the S&P 500 Health Care Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.        
Adjustment To PEO Compensation, Footnote Compensation actually paid to the applicable PEO and non-PEO NEOs (as set forth in the “Compensation Actually Paid to PEO 1, 2 or 3” and “Average Compensation Actually Paid to Non-PEO NEOs” columns) reflects the exclusions and inclusions of certain amounts for the applicable PEO and the Non-PEO NEOs as set forth below. Related information regarding compensation paid in 2021, 2022, 2023 and 2024 has not changed from what was included in our 2024 proxy statement and what is set forth in the proxy statement, and as such, information for such years has not been included in the following tables. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion (or Average Exclusion) of Stock Awards and Option Awards” columns are the totals from the “Stock Awards” and “Option Awards” columns set forth in the 2025 Summary Compensation Table. Amounts in the “Exclusion (or Average Exclusion) of Change in Pension Value” columns reflect the amounts attributable to the “Change in Pension Value” reported in the 2025 Summary Compensation Table. Amounts in the “Inclusion (or Average Inclusion) of Pension Service Cost” columns are based on the service cost for services rendered during the listed year.
YEARSUMMARY
COMPENSATION
TABLE TOTAL FOR PEO 1
 ($)		EXCLUSION OF
 CHANGE IN PENSION VALUE FOR PEO 1
 ($)		EXCLUSION OF STOCK
 AWARDS AND OPTION AWARDS FOR PEO 1
 ($)		INCLUSION OF
 PENSION SERVICE
 COST FOR PEO 1
 ($)		INCLUSION OF EQUITY
 VALUES FOR PEO 1
 ($)		COMPENSATION
 ACTUALLY PAID TO PEO 1
 ($)
20257,666,044 — — — (4,596,618)3,069,426 
YEARSUMMARY
COMPENSATION
TABLE TOTAL FOR PEO 2
 ($)		EXCLUSION OF
 CHANGE IN PENSION
 VALUE FOR PEO 2
 ($)		EXCLUSION OF STOCK
 AWARDS AND OPTION AWARDS FOR PEO 2
 ($)		INCLUSION OF PENSION SERVICE COST FOR PEO 2
 ($)		INCLUSION OF EQUITY VALUES FOR PEO 2
 ($)		COMPENSATION ACTUALLY PAID TO PEO 2
 ($)
20253,809,993 — (2,400,815)— 1,882,050 3,291,228 
YEAR
SUMMARY COMPENSATION TABLE TOTAL FOR PEO 3
 ($)
EXCLUSION OF CHANGE IN PENSION VALUE FOR PEO 3
 ($)
EXCLUSION OF STOCK
 AWARDS AND
 OPTION AWARDS
FOR PEO 3
 ($)
INCLUSION OF
 PENSION SERVICE
 COST FOR PEO 3
 ($)		INCLUSION OF EQUITY
 VALUES FOR PEO 3
 ($)		COMPENSATION
 ACTUALLY PAID TO
 PEO 3
 ($)
202529,805,182 — (26,318,571)— 11,237,034 14,723,645 
YEARYEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO 1
($)		CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR PEO 1
 ($)		VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO 1
($)		CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO 1
 ($)		FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO 1
($)		VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR PEO 1
($)		TOTAL—INCLUSION OF EQUITY VALUES FOR PEO 1
($)
2025— (5,304,336)— 707,718 — — (4,596,618)
YEARYEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO 2
 ($)		CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR PEO 2
 ($)		VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO 2
($)		CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED
 DURING YEAR FOR PEO 2
 ($)		FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO 2
($)		VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR PEO 2
($)		TOTAL—INCLUSION OF EQUITY VALUES FOR PEO 2
($)
2025— — 1,882,050 — — — 1,882,050 
YEARYEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO 3
 ($)		CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR PEO 3
 ($)		VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO 3
($)		CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO 3
 ($)		FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO 3
($)
VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR PEO 3
($)
TOTAL—INCLUSION OF EQUITY VALUES FOR PEO 3
($)
202511,237,034 — — — — — 11,237,034 
        
Non-PEO NEO Average Total Compensation Amount $ 5,203,101 $ 6,508,661 $ 5,194,682 $ 6,721,562 $ 4,853,630
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,204,498 4,227,617 3,994,655 14,410 5,588,070
Adjustment to Non-PEO NEO Compensation Footnote Compensation actually paid to the applicable PEO and non-PEO NEOs (as set forth in the “Compensation Actually Paid to PEO 1, 2 or 3” and “Average Compensation Actually Paid to Non-PEO NEOs” columns) reflects the exclusions and inclusions of certain amounts for the applicable PEO and the Non-PEO NEOs as set forth below. Related information regarding compensation paid in 2021, 2022, 2023 and 2024 has not changed from what was included in our 2024 proxy statement and what is set forth in the proxy statement, and as such, information for such years has not been included in the following tables. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the “Exclusion (or Average Exclusion) of Stock Awards and Option Awards” columns are the totals from the “Stock Awards” and “Option Awards” columns set forth in the 2025 Summary Compensation Table. Amounts in the “Exclusion (or Average Exclusion) of Change in Pension Value” columns reflect the amounts attributable to the “Change in Pension Value” reported in the 2025 Summary Compensation Table. Amounts in the “Inclusion (or Average Inclusion) of Pension Service Cost” columns are based on the service cost for services rendered during the listed year.
YEARAVERAGE SUMMARY
 COMPENSATION
 TABLE TOTAL FOR
NON-PEO NEOS
 ($)		AVERAGE EXCLUSION
 OF CHANGE IN
 PENSION VALUE FOR
NON-PEO NEOS
 ($)		AVERAGE EXCLUSION
 OF STOCK AWARDS
 AND OPTION
 AWARDS FOR
NON-PEO NEOS
 ($)		AVERAGE INCLUSION
 OF PENSION SERVICE
 COST FOR
NON-PEO NEOS
 ($)		AVERAGE INCLUSION
 OF EQUITY VALUES
 FOR NON-PEO
 NEOS
 ($)		AVERAGE
 COMPENSATION
 ACTUALLY PAID TO
NON-PEO NEOS
 ($)
20255,203,101 — (4,106,592)— 107,989 1,204,498 
YEARAVERAGE YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR NON-PEO NEOS
 ($)		AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY AWARDS FOR NON-PEO NEOS
 ($)		AVERAGE VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR NON-PEO NEOS
($)		AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR NON-PEO NEOS
 ($)		AVERAGE FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR NON-PEO NEOS
($)		AVERAGE VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON EQUITY AWARDS NOT OTHERWISE INCLUDED FOR NON-PEO NEOS
($)		TOTAL—AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOS
($)
2025901,783 (947,985)— 154,191 — — 107,989 
        
Compensation Actually Paid vs. Total Shareholder Return
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for Baxter and the S&P 500 Health Care Index TSR.
baxter-peo avg non-peo neo comp actually pad vs tsr.jpg
1.Actual Average Non-PEO NEO Compensation Actually Paid for 2022 was $14,410.
        
Compensation Actually Paid vs. Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income (loss) during the five most recently completed fiscal years (as described in footnote 1 below).
Baxter PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Income Loss.jpg
1.Net income (loss) in the table above represents total Baxter net income (loss) for each period presented, inclusive of that associated with discontinued operations (which include net income (loss) attributable to Baxter’s former BPS and Kidney Care businesses).
2.Actual Average Non-PEO NEO Compensation Actually Paid for 2022 was $14,410.
        
Compensation Actually Paid vs. Company Selected Measure
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net sales (as described in footnote 1 below) during the five most recently completed fiscal years.
Baxter PEO and Average Non-PEO NEO Compensation Actually Paid Versus Net Sales.jpg
1.For 2025, net sales is presented on a continuing operations basis. For 2024, net sales is presented on a continuing operations basis but includes net sales attributable to Baxter’s former Kidney Care business (which is now presented on a discontinued operations basis for such period). For prior periods, net sales is presented on a continuing operations basis but (i) includes net sales attributable to Baxter’s former Kidney Care basis and (ii) excludes net sales attributable to Baxter’s former BPS business (which collectively are now presented on a discontinued operations basis for such periods).
2.Actual Average Non-PEO NEO Compensation Actually Paid for 2022 was $14,410.
        
Total Shareholder Return Vs Peer Group
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and the cumulative TSR over the five most recently completed fiscal years for Baxter and the S&P 500 Health Care Index TSR.
baxter-peo avg non-peo neo comp actually pad vs tsr.jpg
1.Actual Average Non-PEO NEO Compensation Actually Paid for 2022 was $14,410.
        
Tabular List, Table Net Sales From Continuing Operations
•Adjusted Earnings Per Share From Continuing Operations
•Free Cash Flow From Continuing Operations
•ROIC
•Relative TSR
        
Total Shareholder Return Amount $ 26.50 39.72 51.20 65.55 108.45
Peer Group Total Shareholder Return Amount 148.36 129.46 126.21 123.67 126.13
Net Income (Loss) $ (957,000,000) $ (638,000,000) $ 2,663,000,000 $ (2,421,000,000) $ 1,295,000,000
Company Selected Measure Amount 11,244,000,000 15,149,000,000 14,813,000,000 14,506,000,000 12,146,000,000
Additional 402(v) Disclosure The amounts set forth above for compensation actually paid to the applicable PEO and non-PEO NEOs (as set forth in the “Compensation Actually Paid to PEO 1, 2 or 3” and “Average Compensation Actually Paid to Non-PEO NEOs” columns) have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by Baxter’s NEOs. These amounts reflect the 2025 Summary Compensation Table total with certain adjustments as described in footnote 3 below.The amounts set forth above includes net income (loss) inclusive of discontinued operations. We determined Net Sales From Continuing Operations to be the most important financial performance measure used to link Baxter performance to “Compensation Actually Paid” to our PEOs and Non-PEO NEOs in 2025. For 2025, net sales is presented on a continuing operations basis. For 2024, net sales is presented on a continuing operations basis but includes net sales attributable to Baxter’s former Kidney Care basis (which is now presented on a discontinued operations basis for such period). For prior periods, net sales is presented on a continuing operations basis but (i) includes net sales attributable to Baxter’s former Kidney Care basis and (ii) excludes net sales attributable to Baxter’s former BPS business (which collectively are now presented on a discontinued operations basis for such periods).
As described in “Proxy Statement Highlights—Performance Highlights” and in “—Compensation Discussion and Analysis—Executive Summary—2025 Company Results”, for purposes of calculating performance under our 2025 annual incentive plan, net sales were calculated at budgeted exchange rates as of January 1, 2025 and include net sales from continuing operations. This amount (which is referred to as Adjusted Net Sales From Continuing Operations in the proxy statement) was $11,283 million for 2025.
The financial performance measures that we consider to have been the most important in linking Compensation Actually Paid to our PEOs and Non-PEO NEOs to Baxter performance in 2025 are shown below. These measures are not ranked.
        
Measure:: 1          
Pay vs Performance Disclosure          
Name Net Sales From Continuing Operations        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Earnings Per Share From Continuing Operations        
Measure:: 3          
Pay vs Performance Disclosure          
Name Free Cash Flow From Continuing Operations        
Measure:: 4          
Pay vs Performance Disclosure          
Name ROIC        
Measure:: 5          
Pay vs Performance Disclosure          
Name Relative TSR        
Mr. Almeida [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 7,666,044 $ 18,071,015 $ 13,786,671 $ 13,588,236 $ 15,634,734
PEO Actually Paid Compensation Amount $ 3,069,426 $ 9,204,471 $ 10,408,814 $ (9,114,999) $ 19,600,136
PEO Name Mr. Almeida        
Mr. Shafer [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 3,809,993        
PEO Actually Paid Compensation Amount $ 3,291,228        
PEO Name Mr. Shafer        
Mr. Hider [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 29,805,182        
PEO Actually Paid Compensation Amount $ 14,723,645        
PEO Name Mr. Hider        
PEO | Mr. Almeida [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
PEO | Mr. Almeida [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Almeida [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Almeida [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,596,618)        
PEO | Mr. Almeida [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Almeida [Member] | 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 (5,304,336)        
PEO | Mr. Almeida [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Almeida [Member] | 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 707,718        
PEO | Mr. Almeida [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Almeida [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Shafer [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Shafer [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Shafer [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (2,400,815)        
PEO | Mr. Shafer [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,882,050        
PEO | Mr. Shafer [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Shafer [Member] | 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 0        
PEO | Mr. Shafer [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,882,050        
PEO | Mr. Shafer [Member] | 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 0        
PEO | Mr. Shafer [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Shafer [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Hider [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Hider [Member] | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Hider [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (26,318,571)        
PEO | Mr. Hider [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,237,034        
PEO | Mr. Hider [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,237,034        
PEO | Mr. Hider [Member] | 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 0        
PEO | Mr. Hider [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Hider [Member] | 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 0        
PEO | Mr. Hider [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Mr. Hider [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,106,592)        
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 107,989        
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 901,783        
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 (947,985)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
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 154,191        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 0        
v3.25.4
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
We provide the following discussion of the timing of option awards in relation to the disclosure of material nonpublic information (MNPI), as required by Item 402(x) of Regulation S-K. The equity compensation awards for 2025 included RSUs, PSUs and stock options. In 2025, we did not grant stock options to our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC.
Generally, we grant equity awards on a predetermined schedule. In February of each year, the CHC Committee or, with respect to the CEO’s equity awards, the independent members of the Board, review and approve the annual value and amount of the equity compensation to be awarded to our executive officers. The grant of approved equity awards then typically occurs in early March, which is usually after the filing of our Annual Report on Form 10-K, which is generally filed in mid-February.
As a result, we do not generally grant stock options during periods in which there is MNPI about us, including outside a “trading window” established in connection with the public release of earnings information under our Securities Trading Policy.
The CHC Committee and, with respect to the CEO’s equity award, the independent members of the Board, do not take MNPI into account when determining the timing and terms of equity awards. Stock options may occasionally be awarded on an off-cycle basis, including to new hires. It is our historical practice to grant off-cycle stock option awards on the first trading date in June, September and December, as was the case with Mr. Hider's equity grants in 2025.
We have not timed the disclosure of MNPI to affect the value of executive compensation.
Award Timing Method Generally, we grant equity awards on a predetermined schedule. In February of each year, the CHC Committee or, with respect to the CEO’s equity awards, the independent members of the Board, review and approve the annual value and amount of the equity compensation to be awarded to our executive officers. The grant of approved equity awards then typically occurs in early March, which is usually after the filing of our Annual Report on Form 10-K, which is generally filed in mid-February.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered
As a result, we do not generally grant stock options during periods in which there is MNPI about us, including outside a “trading window” established in connection with the public release of earnings information under our Securities Trading Policy.
The CHC Committee and, with respect to the CEO’s equity award, the independent members of the Board, do not take MNPI into account when determining the timing and terms of equity awards. Stock options may occasionally be awarded on an off-cycle basis, including to new hires. It is our historical practice to grant off-cycle stock option awards on the first trading date in June, September and December, as was the case with Mr. Hider's equity grants in 2025.
We have not timed the disclosure of MNPI to affect the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.4
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true