MERCK & CO., INC., DEF 14A filed on 4/8/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Merck & Co., Inc.
Entity Central Index Key 0000310158
v3.26.1
Pay vs Performance Disclosure - USD ($)
 6 Months Ended 12 Months Ended
Dec. 31, 2021
Jun. 30, 2021
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay Versus Performance Table
The following table* summarizes the SCT compensation and CAP for our CEO(s) and the average for our
non-CEO
NEOs for the last five fiscal years, ending December 31, 2025. In accordance with the PVP rules, the table also includes certain prescribed performance related measures.
 
   
Summary
Compensation
Table Total
for CEO
(Davis)
    
Summary
Compensation
Table Total
for CEO
(Frazier)
    
Compensation
Actually Paid
to CEO
(Davis)
(6)
    
Compensation
Actually Paid
to CEO
(Frazier)
(6)
    
Average
Summary
Compensation
Table Total
for
Non-CEO

NEOs
    
Average
Compensation
Actually Paid
to
Non-CEO

NEOs
(6)
    
Value of Initial Fixed $100
Investment Based on
              
Fiscal Year
  
Total
Shareholder
Return
(7)
    
Peer Group
Total
Shareholder
Return
(8)
    
GAAP
Net Income
($ 000’s)
    
Non-GAAP

EPS
(9)
  
2025
(1)
     $20,797,845       —       $15,760,172       —       $6,918,988       $5,356,809       $158.08       $198.33       $18,254,000       $8.98  
2024
(2)
     23,186,064       —       14,725,823       —       9,487,609       6,989,318       144.00       145.51       17,117,000       7.65  
2023
(3)
     20,273,287       —       26,701,326       —       7,629,512       9,360,664       153.61       134.12       365,000       1.51  
2022
(4)
     18,650,093       —       52,474,235       —       8,406,647       22,341,814       152.09       130.07       14,519,000       7.48  
2021
(5)
     13,722,121       15,196,920       14,390,893       13,328,924       6,709,905       7,004,950       101.81       122.48       12,345,000       5.37  
*
Compensation shown is rounded to the nearest dollar.
 
(1)
Non-CEO
NEOs
for 2025 are Ms. Litchfield, Mr. Chattopadhyay, Dr. Li, and Ms. Zachary.
(2)
Non-CEO
NEOs for 2024 are Ms. Litchfield, Mr. DeLuca, Ms. Larson, and Dr. Li.
(3)
Non-CEO
NEOs for 2023 are Ms. Litchfield, Mr. Chattopadhyay, Mr. DeLuca, and Dr. Li.
(4)
Non-CEO
NEOs for 2022 are Mr. Frazier, Ms. Litchfield, Mr. Guindo, Dr. Li, and Ms. Zachary. Since Mr. Davis was CEO for all of 2022, only his compensation is shown in the CEO SCT and CAP columns.
(5)
Non-CEO
NEOs for 2021 are Ms. Litchfield, Mr. Clyburn, Mr. DeLuca, and Dr. Li. As a result of Mr. Frazier’s retirement as CEO, effective June 30, 2021, and Mr. Davis’s promotion to CEO, effective July 1, 2021, the Pay versus Performance table includes the compensation for both executives as CEO in 2021. The SCT and CAP amounts reported for Mr. Davis and Mr. Frazier reflect compensation for all of 2021, not just the respective periods in which they were CEO.
(6)
See the table on page 68 for additional details on the
calculation
of the CAP value.
(7)
TSR assumes an initial $100 investment in Company stock beginning on December 31, 2020. TSR is cumulative, with the value determined at the end of each applicable fiscal year, calculated in accordance with Item 201(e) of Regulation
S-K.
(8)
Peer Group TSR assumes an initial $100 investment in the Company’s primary peer group (market
cap-weighted).
As described on page 47, the Company’s primary peer group consists of the following companies: AbbVie, Amgen, AstraZeneca, Bristol-Myers Squibb, Eli Lilly, Gilead Sciences, GlaxoSmithKline, Johnson & Johnson, Novartis, Pfizer, Roche Holding AG, and Sanofi.
(9)
The SEC requires the disclosure of a company selected measure, representing the most important financial metric used for determining CAP for the current fiscal year. As described in more detail on page 70, the selected measure for 2025 is
non-GAAP
EPS. Refer to Appendix A on page 101 for a reconciliation between GAAP and
non-GAAP
financial measures. Appendix B on page 103 provides an explanation of adjustments to
non-GAAP
results for incentive plans purposes.
 
 
The following table* provides additional information on how CAP for each reporting year was determined, starting with SCT compensation and applying each of the required adjustments, as applicable, in accordance with the PVP rules.
 
  
 
  
Summary
Compensation
Table Total
Compensation
    
Value of
Pension
Benefits
Deducted
from SCT
(1)
    
Value
of Equity
Deducted
from SCT
    
Value of
Pension
Benefits
Per CAP
Definition 
(2)
    
Fair Value of
Equity
Compensation
Granted in
Current Year
(3)
    
Year-Over-Year

Change in Fair
Value of
Unvested
Equity
(4)
    
Change in Fair
Value of Equity
that Vested
During the
Year
(5)
    
Value of
Dividends
Accrued or
Paid on Stock
Awards
(6)
    
Compensation
Actually Paid
  
CEO (Davis)
     
 
       
 
       
 
       
 
       
 
       
 
       
 
       
 
       
 
  
2025
     $20,797,845       $685,143       $15,482,842       $354,017       $17,087,745       ($1,794,015 )      ($4,906,562 )      $389,128       $15,760,172  
2024
     23,186,064       511,878       17,727,551       321,870       10,065,366       (2,204,776 )      555,545       1,041,183       14,725,823  
2023
     20,273,287       651,163       14,047,586       271,130       18,028,095       (97,780 )      1,522,952       1,402,391       26,701,326  
2022
     18,650,093       180,259       12,393,581       280,085       26,824,642       14,171,478       3,931,065       1,190,712       52,474,235  
2021
     13,722,121       235,640       9,084,579       265,823       10,649,030       (669,339 )      (661,118 )      404,596       14,390,893  
CEO (Frazier)
  
2021
     15,196,920       —       10,615,096       418,183       12,443,073       (2,633,787 )      (2,435,189 )      954,819       13,328,924  
Average
Non-CEO
NEOs
  
2025
     6,918,988       369,246       4,134,096       178,265       4,562,640       (460,854 )      (1,442,613 )      103,724       5,356,809  
2024
     9,487,609       175,334       6,714,011       130,394       4,223,773       (520,745 )      281,388       276,243       6,989,318  
2023
     7,629,512       479,834       4,253,332       152,186       5,458,528       (43,471 )      475,952       421,122       9,360,664  
2022
     8,406,647       42,041       5,514,804       122,447       9,133,936       6,336,440       3,346,846       552,343       22,341,814  
2021
     6,709,905       107,732       4,261,734       122,147       4,829,729       (247,588 )      (208,749 )      168,972       7,004,950  
*
Compensation
shown is rounded to the nearest dollar.
 
(1)
Represents the aggregate change in actuarial present value of the NEOs’ accrued benefits under the Company’s pension plans. The change in pension value for Mr. Frazier is negative in 2021, primarily due to age and an increase in discount rates. In accordance with SEC rules, a $0 value is reported rather than a negative amount.
(2)
These amounts represent the present value of expected pension benefit accruals earned in the current year and reflect assumptions used for financial statement reporting purposes. They do not reflect the change in the present value of the accumulated pension benefit due to changes in assumptions such as discount rate from year to year.
(3)
These amounts represent the fair value as of the indicated fiscal
year-end
of the outstanding and unvested stock and option awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes. The fair value differs from the value in the SCT because for purposes of CAP the fair value for equity granted in the current year is determined as of the last day of the applicable year. Fair values in the SCT are determined as of the grant date.
(4)
These amounts represent the change in fair value during the indicated fiscal year of each stock and option award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(5)
These amounts represent the change in fair value, measured from the prior fiscal
year-end
to the vesting date, of each stock and option award that was granted in a prior fiscal year and that vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.
(6)
These amounts represent the dollar value of any dividends or other earnings accrued or paid on stock or option awards in the applicable fiscal year or for awards that vested in the fiscal year, prior to the vesting date, that are not otherwise reflected in the fair value of such awards or included in any other component of total compensation for the applicable fiscal year.
       
Company Selected Measure Name     Non-GAAP EPS        
Named Executive Officers, Footnote    
(1)
Non-CEO
NEOs
for 2025 are Ms. Litchfield, Mr. Chattopadhyay, Dr. Li, and Ms. Zachary.
(2)
Non-CEO
NEOs for 2024 are Ms. Litchfield, Mr. DeLuca, Ms. Larson, and Dr. Li.
(3)
Non-CEO
NEOs for 2023 are Ms. Litchfield, Mr. Chattopadhyay, Mr. DeLuca, and Dr. Li.
(4)
Non-CEO
NEOs for 2022 are Mr. Frazier, Ms. Litchfield, Mr. Guindo, Dr. Li, and Ms. Zachary. Since Mr. Davis was CEO for all of 2022, only his compensation is shown in the CEO SCT and CAP columns.
(5)
Non-CEO
NEOs for 2021 are Ms. Litchfield, Mr. Clyburn, Mr. DeLuca, and Dr. Li. As a result of Mr. Frazier’s retirement as CEO, effective June 30, 2021, and Mr. Davis’s promotion to CEO, effective July 1, 2021, the Pay versus Performance table includes the compensation for both executives as CEO in 2021. The SCT and CAP amounts reported for Mr. Davis and Mr. Frazier reflect compensation for all of 2021, not just the respective periods in which they were CEO.
       
Peer Group Issuers, Footnote     Peer Group TSR assumes an initial $100 investment in the Company’s primary peer group (market
cap-weighted).
As described on page 47, the Company’s primary peer group consists of the following companies: AbbVie, Amgen, AstraZeneca, Bristol-Myers Squibb, Eli Lilly, Gilead Sciences, GlaxoSmithKline, Johnson & Johnson, Novartis, Pfizer, Roche Holding AG, and Sanofi. 		       
Adjustment To PEO Compensation, Footnote    
The following table* provides additional information on how CAP for each reporting year was determined, starting with SCT compensation and applying each of the required adjustments, as applicable, in accordance with the PVP rules.
 
  
 
  
Summary
Compensation
Table Total
Compensation
    
Value of
Pension
Benefits
Deducted
from SCT
(1)
    
Value
of Equity
Deducted
from SCT
    
Value of
Pension
Benefits
Per CAP
Definition 
(2)
    
Fair Value of
Equity
Compensation
Granted in
Current Year
(3)
    
Year-Over-Year

Change in Fair
Value of
Unvested
Equity
(4)
    
Change in Fair
Value of Equity
that Vested
During the
Year
(5)
    
Value of
Dividends
Accrued or
Paid on Stock
Awards
(6)
    
Compensation
Actually Paid
  
CEO (Davis)
     
 
       
 
       
 
       
 
       
 
       
 
       
 
       
 
       
 
  
2025
     $20,797,845       $685,143       $15,482,842       $354,017       $17,087,745       ($1,794,015 )      ($4,906,562 )      $389,128       $15,760,172  
2024
     23,186,064       511,878       17,727,551       321,870       10,065,366       (2,204,776 )      555,545       1,041,183       14,725,823  
2023
     20,273,287       651,163       14,047,586       271,130       18,028,095       (97,780 )      1,522,952       1,402,391       26,701,326  
2022
     18,650,093       180,259       12,393,581       280,085       26,824,642       14,171,478       3,931,065       1,190,712       52,474,235  
2021
     13,722,121       235,640       9,084,579       265,823       10,649,030       (669,339 )      (661,118 )      404,596       14,390,893  
CEO (Frazier)
  
2021
     15,196,920       —       10,615,096       418,183       12,443,073       (2,633,787 )      (2,435,189 )      954,819       13,328,924  
Average
Non-CEO
NEOs
  
2025
     6,918,988       369,246       4,134,096       178,265       4,562,640       (460,854 )      (1,442,613 )      103,724       5,356,809  
2024
     9,487,609       175,334       6,714,011       130,394       4,223,773       (520,745 )      281,388       276,243       6,989,318  
2023
     7,629,512       479,834       4,253,332       152,186       5,458,528       (43,471 )      475,952       421,122       9,360,664  
2022
     8,406,647       42,041       5,514,804       122,447       9,133,936       6,336,440       3,346,846       552,343       22,341,814  
2021
     6,709,905       107,732       4,261,734       122,147       4,829,729       (247,588 )      (208,749 )      168,972       7,004,950  
*
Compensation
shown is rounded to the nearest dollar.
 
(1)
Represents the aggregate change in actuarial present value of the NEOs’ accrued benefits under the Company’s pension plans. The change in pension value for Mr. Frazier is negative in 2021, primarily due to age and an increase in discount rates. In accordance with SEC rules, a $0 value is reported rather than a negative amount.
(2)
These amounts represent the present value of expected pension benefit accruals earned in the current year and reflect assumptions used for financial statement reporting purposes. They do not reflect the change in the present value of the accumulated pension benefit due to changes in assumptions such as discount rate from year to year.
(3)
These amounts represent the fair value as of the indicated fiscal
year-end
of the outstanding and unvested stock and option awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes. The fair value differs from the value in the SCT because for purposes of CAP the fair value for equity granted in the current year is determined as of the last day of the applicable year. Fair values in the SCT are determined as of the grant date.
(4)
These amounts represent the change in fair value during the indicated fiscal year of each stock and option award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(5)
These amounts represent the change in fair value, measured from the prior fiscal
year-end
to the vesting date, of each stock and option award that was granted in a prior fiscal year and that vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.
(6)
These amounts represent the dollar value of any dividends or other earnings accrued or paid on stock or option awards in the applicable fiscal year or for awards that vested in the fiscal year, prior to the vesting date, that are not otherwise reflected in the fair value of such awards or included in any other component of total compensation for the applicable fiscal year.
       
Non-PEO NEO Average Total Compensation Amount     $ 6,918,988 $ 9,487,609 $ 7,629,512 $ 8,406,647 $ 6,709,905
Non-PEO NEO Average Compensation Actually Paid Amount     $ 5,356,809 6,989,318 9,360,664 22,341,814 7,004,950
Adjustment to Non-PEO NEO Compensation Footnote    
The following table* provides additional information on how CAP for each reporting year was determined, starting with SCT compensation and applying each of the required adjustments, as applicable, in accordance with the PVP rules.
 
  
 
  
Summary
Compensation
Table Total
Compensation
    
Value of
Pension
Benefits
Deducted
from SCT
(1)
    
Value
of Equity
Deducted
from SCT
    
Value of
Pension
Benefits
Per CAP
Definition 
(2)
    
Fair Value of
Equity
Compensation
Granted in
Current Year
(3)
    
Year-Over-Year

Change in Fair
Value of
Unvested
Equity
(4)
    
Change in Fair
Value of Equity
that Vested
During the
Year
(5)
    
Value of
Dividends
Accrued or
Paid on Stock
Awards
(6)
    
Compensation
Actually Paid
  
CEO (Davis)
     
 
       
 
       
 
       
 
       
 
       
 
       
 
       
 
       
 
  
2025
     $20,797,845       $685,143       $15,482,842       $354,017       $17,087,745       ($1,794,015 )      ($4,906,562 )      $389,128       $15,760,172  
2024
     23,186,064       511,878       17,727,551       321,870       10,065,366       (2,204,776 )      555,545       1,041,183       14,725,823  
2023
     20,273,287       651,163       14,047,586       271,130       18,028,095       (97,780 )      1,522,952       1,402,391       26,701,326  
2022
     18,650,093       180,259       12,393,581       280,085       26,824,642       14,171,478       3,931,065       1,190,712       52,474,235  
2021
     13,722,121       235,640       9,084,579       265,823       10,649,030       (669,339 )      (661,118 )      404,596       14,390,893  
CEO (Frazier)
  
2021
     15,196,920       —       10,615,096       418,183       12,443,073       (2,633,787 )      (2,435,189 )      954,819       13,328,924  
Average
Non-CEO
NEOs
  
2025
     6,918,988       369,246       4,134,096       178,265       4,562,640       (460,854 )      (1,442,613 )      103,724       5,356,809  
2024
     9,487,609       175,334       6,714,011       130,394       4,223,773       (520,745 )      281,388       276,243       6,989,318  
2023
     7,629,512       479,834       4,253,332       152,186       5,458,528       (43,471 )      475,952       421,122       9,360,664  
2022
     8,406,647       42,041       5,514,804       122,447       9,133,936       6,336,440       3,346,846       552,343       22,341,814  
2021
     6,709,905       107,732       4,261,734       122,147       4,829,729       (247,588 )      (208,749 )      168,972       7,004,950  
*
Compensation
shown is rounded to the nearest dollar.
 
(1)
Represents the aggregate change in actuarial present value of the NEOs’ accrued benefits under the Company’s pension plans. The change in pension value for Mr. Frazier is negative in 2021, primarily due to age and an increase in discount rates. In accordance with SEC rules, a $0 value is reported rather than a negative amount.
(2)
These amounts represent the present value of expected pension benefit accruals earned in the current year and reflect assumptions used for financial statement reporting purposes. They do not reflect the change in the present value of the accumulated pension benefit due to changes in assumptions such as discount rate from year to year.
(3)
These amounts represent the fair value as of the indicated fiscal
year-end
of the outstanding and unvested stock and option awards granted during such fiscal year, calculated in accordance with the methodology used for financial reporting purposes. The fair value differs from the value in the SCT because for purposes of CAP the fair value for equity granted in the current year is determined as of the last day of the applicable year. Fair values in the SCT are determined as of the grant date.
(4)
These amounts represent the change in fair value during the indicated fiscal year of each stock and option award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on an estimate of the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(5)
These amounts represent the change in fair value, measured from the prior fiscal
year-end
to the vesting date, of each stock and option award that was granted in a prior fiscal year and that vested during the indicated fiscal year, calculated in accordance with the methodology used for financial reporting purposes.
(6)
These amounts represent the dollar value of any dividends or other earnings accrued or paid on stock or option awards in the applicable fiscal year or for awards that vested in the fiscal year, prior to the vesting date, that are not otherwise reflected in the fair value of such awards or included in any other component of total compensation for the applicable fiscal year.
       
Compensation Actually Paid vs. Total Shareholder Return    
Relationship Between CAP and TSR
The chart below illustrates the relationship between the CEO CAP and average
non-CEO
NEO CAP, calculated in accordance with the PVP rules, and the Company’s TSR and Peer Group TSR. The peer group for each listed fiscal year consists of the companies listed as our current primary peer group. For 2021, the CAP for Mr. Davis and Mr. Frazier are shown separately as CEO CAP since both executives served as CEO for a portion of the year. In 2022, Mr. Davis served as CEO for the entire year, and Mr. Frazier served as Executive Chairman until his retirement on November 30, 2022. As such, Mr. Frazier’s 2022 CAP is included in the average
non-CEO
NEO CAP for that year.
 
 
LOGO 		       
Compensation Actually Paid vs. Net Income    
Relationship
Between
CAP and Net Income
The chart below illustrates the relationship between the CEO CAP and average
non-CEO
NEO CAP, calculated in accordance with the PVP rules, and the Company’s GAAP net income. For 2021, the CAP for Mr. Davis and Mr. Frazier are shown separately as CEO CAP since both executives served as CEO for a portion of the year. In 2022, Mr. Davis served as CEO for the entire year, and Mr. Frazier served as Executive Chairman until his retirement on November 30, 2022. As such, Mr. Frazier’s 2022 CAP is included in the average
non-CEO
NEO CAP for that year. For 2023, GAAP net income reflects the impact of $17.1 billion in business development activity, including the acquisitions of Prometheus Biosciences and Imago BioSciences, and the collaborations with Daiichi Sankyo and Kelun-Biotech.
 
LOGO 		       
Compensation Actually Paid vs. Company Selected Measure    
Relationship Between CAP and the Company-Selected Measure
The SEC requires the disclosure of a company-selected measure, defined as the most important financial metric used for determining CAP for the current fiscal year. For 2025, we consider
non-GAAP
EPS to be the most important financial measure used to link pay with performance because EPS represents 50% of our PSU program design, PSUs represent 60% of annual LTI grants, and LTI represents the majority of our executives’ target TDC. Specifically, for 2025,
non-GAAP
EPS influences 24% of our CEO’s target TDC and 20% of the average target TDC for our
non-CEO
NEOs. It is worth noting that the SEC requires the disclosure of single year metrics for purposes of comparing CAP to a company-selected measure. While our PSU program design employs three-year
non-GAAP
EPS, in the graph below, CAP is being compared to
one-year
non-GAAP
EPS.
The chart below illustrates the relationship between the CEO CAP and average
non-CEO
NEO CAP, calculated in accordance with the PVP rules, and the Company’s
non-GAAP
EPS for the applicable reporting year. For 2021, the CAP for Mr. Davis and Mr. Frazier are shown separately as CEO CAP since both executives served as CEO for a portion of the year. In 2022, Mr. Davis served as CEO for the entire year, and Mr. Frazier served as Executive Chairman until his retirement on November 30, 2022. As such, Mr. Frazier’s 2022 CAP is included in the average
non-CEO
NEO CAP for that year. For 2023,
non-GAAP
EPS was negatively affected by $6.21 of charges for certain upfront and
pre-approval
milestone payments related to collaborations and licensing agreements, as well as charges related to
pre-approval
assets obtained in transactions accounted for as asset acquisitions.
 
 
LOGO 		       
Total Shareholder Return Vs Peer Group    
Relationship Between CAP and TSR
The chart below illustrates the relationship between the CEO CAP and average
non-CEO
NEO CAP, calculated in accordance with the PVP rules, and the Company’s TSR and Peer Group TSR. The peer group for each listed fiscal year consists of the companies listed as our current primary peer group. For 2021, the CAP for Mr. Davis and Mr. Frazier are shown separately as CEO CAP since both executives served as CEO for a portion of the year. In 2022, Mr. Davis served as CEO for the entire year, and Mr. Frazier served as Executive Chairman until his retirement on November 30, 2022. As such, Mr. Frazier’s 2022 CAP is included in the average
non-CEO
NEO CAP for that year.
 
 
LOGO 		       
Tabular List, Table    
Most Important Metrics Used to Link Pay and Performance
In accordance with the PVP rules, the most important performance metrics used to link our NEOs’ pay to performance in 2025 are listed below. These metrics align with the measures used in our Company Scorecard, as described on page 52, and our PSU Program, as described on page 56. These metrics help translate our strategic priorities into operational terms that enable us to measure and track our progress against annual operating goals and long-term strategic drivers of sustainable value creation, aligning the pay of our executives to Company performance. Although stock price performance, as reflected by our Total Shareholder Return (“TSR”), is not a metric used in our current programs to set or evaluate the level of pay for our executives and, therefore, is not included in the list below, it directly impacts the value of LTIs granted to our NEOs.
 
   
Company Scorecard Metrics
   
PSU Program Metrics
   
Revenue   
Relative Total Shareholder Return (“R-TSR”)
   
Pre-Tax
Income		   
Non-GAAP
Earnings Per Share (“EPS”)
   
Pipeline     
 
   
Sustainability     
 
        
Total Shareholder Return Amount     $ 158.08 144 153.61 152.09 101.81
Peer Group Total Shareholder Return Amount     198.33 145.51 134.12 130.07 122.48
Net Income (Loss)     $ 18,254,000,000 $ 17,117,000,000 $ 365,000,000 $ 14,519,000,000 $ 12,345,000,000
Company Selected Measure Amount     8.98 7.65 1.51 7.48 5.37
Measure:: 1              
Pay vs Performance Disclosure              
Name     Revenue        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Pre-Tax Income        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Pipeline        
Measure:: 4              
Pay vs Performance Disclosure              
Name     Sustainability        
Measure:: 5              
Pay vs Performance Disclosure              
Name     Relative Total Shareholder Return (“R-TSR”)        
Measure:: 6              
Pay vs Performance Disclosure              
Name     Non-GAAP Earnings Per Share (“EPS”)        
Non-GAAP Measure Description     The SEC requires the disclosure of a company selected measure, representing the most important financial metric used for determining CAP for the current fiscal year. As described in more detail on page 70, the selected measure for 2025 is
non-GAAP
EPS. Refer to Appendix A on page 101 for a reconciliation between GAAP and
non-GAAP
financial measures. Appendix B on page 103 provides an explanation of adjustments to
non-GAAP
results for incentive plans purposes. 		       
Mr. Davis [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 20,797,845 $ 23,186,064 $ 20,273,287 $ 18,650,093 $ 13,722,121
PEO Actually Paid Compensation Amount     $ 15,760,172 $ 14,725,823 $ 26,701,326 $ 52,474,235 14,390,893
PEO Name Mr. Davis   Mr. Davis Mr. Davis Mr. Davis Mr. Davis  
Mr. Frazier [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount             15,196,920
PEO Actually Paid Compensation Amount             $ 13,328,924
PEO Name   Mr. Frazier         Mr. Frazier
PEO | Mr. Davis [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     $ (685,143) $ (511,878) $ (651,163) $ (180,259) $ (235,640)
PEO | Mr. Davis [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     17,087,745 10,065,366 18,028,095 26,824,642 10,649,030
PEO | Mr. Davis [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     (1,794,015) (2,204,776) (97,780) 14,171,478 (669,339)
PEO | Mr. Davis [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     (4,906,562) 555,545 1,522,952 3,931,065 (661,118)
PEO | Mr. Davis [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     389,128 1,041,183 1,402,391 1,190,712 404,596
PEO | Mr. Davis [Member] | Value of Equity Deducted From SCT [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (15,482,842) (17,727,551) (14,047,586) (12,393,581) (9,084,579)
PEO | Mr. Davis [Member] | Value of Pension Benefits Per CAP Definition [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     354,017 321,870 271,130 280,085 265,823
PEO | Mr. Frazier [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. Frazier [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             12,443,073
PEO | Mr. Frazier [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             (2,633,787)
PEO | Mr. Frazier [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             (2,435,189)
PEO | Mr. Frazier [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             954,819
PEO | Mr. Frazier [Member] | Value of Equity Deducted From SCT [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount             (10,615,096)
PEO | Mr. Frazier [Member] | Value of Pension Benefits Per CAP Definition [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount             418,183
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     (369,246) (175,334) (479,834) (42,041) (107,732)
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     4,562,640 4,223,773 5,458,528 9,133,936 4,829,729
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     (460,854) (520,745) (43,471) 6,336,440 (247,588)
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     (1,442,613) 281,388 475,952 3,346,846 (208,749)
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     103,724 276,243 421,122 552,343 168,972
Non-PEO NEO | Value of Equity Deducted From SCT [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (4,134,096) (6,714,011) (4,253,332) (5,514,804) (4,261,734)
Non-PEO NEO | Value of Pension Benefits Per CAP Definition [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 178,265 $ 130,394 $ 152,186 $ 122,447 $ 122,147
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Apr. 29, 2025
USD ($)
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
Equity Award Granting Policy
We do not grant stock options in anticipation of, or immediately following, the release of material nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, nor do we time the public release of such information based on stock option grant dates. For additional information about our grant policy, see page 55 of this proxy statement under “Current LTI Grant Practices.”
While we do not grant stock options in anticipation of, or immediately following, the release of material nonpublic information about our Company, the SEC has adopted Item 402(x) of Regulation
S-K,
which requires companies to disclose certain information in the event stock options were granted within four business days before or one business day after the filing of a
10-Q
or
10-K,
or the filing or furnishing of an
8-K
that discloses material nonpublic information. As disclosed in the
Grants of Plan-Based Awards
table on page 71, and consistent with prior practice as described earlier, we granted stock options to our NEOs on April 29, 2025, which grant was three business days following our
8-K
disclosure of Q1 2025 earnings. We subsequently filed our Q1 2025
10-Q
on May 2, 2025, and as such, the following tabular disclosure of our 2025 stock options grants is required by Item 402(x).
 
Named Executive Officer
   Grant Date     Number of
Securities
Underlying the
Award
(1)
     Exercise
Price of the
Award
(1)
     Grant Date
Fair Value of
the Award
(1)
     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
(2)
  
Davis
     4/29/2025       181,623       $84.71       $3,380,004       N/A  
Litchfield
     4/29/2025       53,735       84.71       1,000,008       N/A  
Chattopadhyay
     4/29/2025       35,465       84.71       660,004       N/A  
Li
     4/29/2025       64,481       84.71       1,199,991       N/A  
Zachary
     4/29/2025       40,301       84.71       750,002       N/A  
 
(1)
See the
Grants of Plan-Based Awards
table on page 71.
(2)
While no material nonpublic information was disclosed in our
10-Q,
filed on May 2, 2025, the percentage change in the closing market price of our Company common stock between Thursday, May 1, 2025 and Monday, May 5, 2025 was
-0.50%.
  
MNPI Disclosure Timed for Compensation Value false  
Davis [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Davis
Underlying Securities   181,623
Exercise Price | $ / shares   $ 84.71
Fair Value as of Grant Date   $ 3,380,004
Litchfield [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Litchfield
Underlying Securities   53,735
Exercise Price | $ / shares   $ 84.71
Fair Value as of Grant Date   $ 1,000,008
Chattopadhyay [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Chattopadhyay
Underlying Securities   35,465
Exercise Price | $ / shares   $ 84.71
Fair Value as of Grant Date   $ 660,004
Li [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Li
Underlying Securities   64,481
Exercise Price | $ / shares   $ 84.71
Fair Value as of Grant Date   $ 1,199,991
Zachary [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Zachary
Underlying Securities   40,301
Exercise Price | $ / shares   $ 84.71
Fair Value as of Grant Date   $ 750,002
v3.26.1
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