KEYCORP /NEW/, DEF 14A filed on 3/27/2026
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 KEYCORP /NEW/
Entity Central Index Key 0000091576
v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Required Pay Versus Performance Disclosure
 
The following information is being provided as required by Item 402(v) of Regulation
S-K
(“Item 402(v)”) with respect to Key’s five most recently completed fiscal years.
The table below shows pay both as reported in the Summary Compensation Table (“SCT Total”) for the applicable fiscal year (as also shown in the Summary Compensation Table on page 52 of this proxy statement) and as “Compensation Actually Paid” for our principal executive officer (“PEO”, for Key, refers to our then-current Chief Executive Officer) and as an average of all of our
non-PEO
named executive officers (“Other NEOs”) for the applicable fiscal year. Both SCT Total pay and Compensation Actually Paid are calculated in accordance with Regulation
S-K,
and differ substantially from the way that Key makes pay decisions. For example, SCT Total pay includes the accounting value of long-term incentive awards granted within the applicable fiscal year (which we generally consider to be part of the prior fiscal year’s total pay), and short-term incentive compensation with respect to that fiscal year, but paid in the immediately succeeding fiscal year. Similarly, Compensation Actually Paid calculates the change in value of outstanding long-term incentive awards during the applicable fiscal year, even if no compensation was realized from such awards.
The table also shows, each as required by Item 402(v), (i) Key’s cumulative total shareholder return (“TSR”), (ii) the TSR of a market capitalization weighted peer group, (iii) Key’s net income for the applicable fiscal year, and (iv) Key’s performance with respect to a “company-selected measure” which in our assessment represents the most important financial performance metric used to link Compensation Actually Paid to our named executive officers for the most recently completed fiscal year to Key’s performance. We selected Return on Tangible Common Equity (“ROTCE”) as our required company-selected measure. ROTCE is a return on equity measure that is commonly used to compare the performance of banks.
 
Year
 
SCT Total for
PEO
1,8
   
Compensation
Actually Paid
to PEO
3
   
Avg SCT
Total for
Other
NEOs
2
   
Avg Comp
Actually
Paid to
Other
NEOs
3
   
Value of Initial
Fixed $100
Investment Based
On
   
Net Income
(Loss)
6
   
ROTCE
(Company-
Selected
Measure)
7
 
 
Key’s
Total
TSR
4
   
Peer
Group
TSR
5
 
(a)
 
(b)
   
(c)
   
(d)
   
(e)
   
(f)
   
(g)
   
(h)
   
(i)
 
2025
 
$
11,522,025
 
 
$
16,732,685
 
 
$
5,380,474
 
 
$
6,981,252
 
 
$
160.05
 
 
$
161.11
 
 
$
1,829,000,000
 
 
 
11.85
2024
 
$
18,638,612
 
 
$
21,164,867
 
 
$
6,272,988
 
 
$
6,933,470
 
 
$
126.76
 
 
$
137.46
 
 
$
(161,000,000
 
 
-3.01
2023
 
$
10,268,718
 
 
$
4,458,764
 
 
$
3,449,335
 
 
$
1,785,855
 
 
$
101.10
 
 
$
109.24
 
 
$
967,000,000
 
 
 
9.63
2022
 
$
10,463,627
 
 
$
6,082,087
 
 
$
4,218,255
 
 
$
2,400,360
 
 
$
114.30
 
 
$
110.41
 
 
$
1,917,000,000
 
 
 
18.40
2021
 
$
8,653,484
 
 
$
15,582,042
 
 
$
4,737,878
 
 
$
8,727,060
 
 
$
145.90
 
 
$
133.43
 
 
$
2,625,000,000
 
 
 
19.47
 
(1)
“SCT Total” in column (b) is the “Total ($)” reported in the summary compensation table for our PEO for the applicable fiscal year. Mr. Gorman was our PEO for each year from 2021 through 2025.
 
(2)
“Avg SCT Total’ in column (d) is the average of the “Total ($)” reported in the summary compensation table for the Other NEOs listed in an applicable fiscal year. For 2021 and 2022, our Other NEOs were Mr. Kimble, Mr. Paine, Ms. Brady and Ms. Mago. For 2023, our Other NEOs were Mr. Khayat, Mr. Kimble, Mr. Paine, Ms. Brady and Ms. Mago. For 2024, our Other NEOs were Mr. Khayat, Mr. Paine, Ms. Brady and Ms. Mago. For 2025, our Other NEOs were Mr. Khayat, Mr. Paine, Ms. Brady and Mr. Ramani.
 
(3)
“Compensation Actually Paid” in columns (c) and (e) was calculated in accordance with the requirements of Item 402(v). Key’s pension plan is frozen, and no service costs accrue on the plan. As a result, no pension values are reflected in this number, as the originally reported “Change in Pension Value” for each applicable fiscal year was subtracted from the amounts shown in columns (b) and (d), as applicable, per Item 402(v). As required by Item 402(v), the amounts shown in columns (b) and (d), as applicable, were also decreased by the reported “Stock Awards” and “Option Awards” for each applicable fiscal year. Outstanding and unvested equity awards were then
re-valued
as of the following dates:
 
 
(a)
Outstanding stock option grants were
re-valued
using a lattice model and in accordance with generally accepted accounting standards, as applicable, as of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025, and as of any applicable vesting date.
 
 
 
(b)
Outstanding cash performance awards were valued, as applicable, as of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025 (based on our estimate of the outcome of the applicable performance conditions as of the last day of the applicable fiscal year) and as of any applicable vesting date.
 
 
 
(c)
Outstanding restricted stock unit awards were valued, as applicable, as of December 31, 2020, December 31, 2021, December 31, 2022, December 31, 2023, December 31, 2024, and December 31, 2025, and as of any applicable vesting date.
 
 
 
(d)
The Capital and Earnings Improvement Awards granted December 30, 2024, were valued as of December 31, 2024 (assuming 100% financial performance due to the recency of the grant) and December 31, 2025 (based on our estimate of the outcome of the applicable performance conditions as of that date).
 
 
The recalculated equity award values were added to the amounts shown in columns (b) and (d), as applicable, resulting in the “Compensation Actually Paid” values shown in columns (c) and (e), respectively and as applicable.
 
The charts below show the deductions from and additions to SCT Total Compensation and Average SCT Total Compensation that were made in order to calculate Compensation Actually Paid as reported in columns (c) and (e) for each year included in the Pay Versus Performance Table:
 
Deductions and Additions to SCT Total for PEO (column c)
    
Pension Value Adjustments
 
Stock Award and Option Award Adjustments
Year
 
Deduct
Change in
Pension Value
Reported in
Summary
Compensation
Table
 
Add
Service
Cost
 
Add
Prior
Service
Cost
 
Deduct Value
of Stock
Awards and
Option
Awards
Reported in
Summary
Compensation
Table
 
Add Year
End Fair
Value of
Unvested
Equity
Awards
Granted
During the
Fiscal Year
 
Add Year
over Year
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Fiscal
Years
 
Add
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
 
Add Year
over Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior
Years that
Vested in
the Year
 
Subtract
Fair Value
at the End
of the Prior
Year of
Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
 
Add Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
2025
   
($
49,005
)
   
$
0
   
$
0
   
($
6,899,989
)
   
$
8,454,740
   
$
4,517,062
   
$
0
   
 
$ 61,549
   
 
($2,013,819
)
   
$
1,140,122
2024
   
($
40,879
)
   
$
0
   
$
0
   
($
14,570,276
)
   
$
16,928,259
   
$
943,124
   
$
0
   
 
($105,435
)
   
 
($1,200,456
)
   
$
571,918
2023
   
($
27,606
)
   
$
0
   
$
0
   
($
6,999,983
)
   
$
3,940,984
   
($
3,843,463
)
   
$
0
   
 
$374,227
   
 
$        0
   
$
745,887
2022
   
($
14,895
)
   
$
0
   
$
0
   
($
7,199,958
)
   
$
4,767,435
   
($
2,857,610
)
   
$
0
   
 
$553,287
   
 
$        0
   
$
370,202
2021
   
($
15,862
)
   
$
0
   
$
0
   
($
4,299,986
)
   
$
7,153,407
   
$
2,917,573
   
$
0
   
 
$597,635
   
 
$        0
   
$
575,791
 
Average Deductions and Additions to SCT Total for Other NEOs (column e)
    
Pension Value Adjustments (all
amounts for Other NEOs
reported as averages)
 
Stock Award and Option Award Adjustments (all amounts for Other NEOs
reported as averages)
Year
 
Deduct
Change in
Pension Value
Reported in
Summary
Compensation
Table
 
Add
Service
Cost
 
Add
Prior
Service
Cost
 
Deduct Value
of Stock
Awards and
Option
Awards
Reported in
Summary
Compensation
Table
 
Add Year
End Fair
Value of
Unvested
Equity
Awards
Granted
During the
Fiscal Year
 
Add Year
over Year
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Fiscal
Years
 
Add
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
 
Add Year
over Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior
Years that
Vested in
the Year
 
Subtract
Fair Value
at the End
of the Prior
Year of
Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
 
Add Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
2025
   
($
8,959
)
   
$
0
   
$
0
   
($
2,362,494
)
   
$
2,901,350
   
 
$1,065,605
   
$
0
   
 
$ 12,353
   
 
($317,892
)
   
$
310,814
2024
   
($
13,155
)
   
$
0
   
$
0
   
($
4,061,833
)
   
$
4,660,458
   
 
$  243,435
   
$
0
   
 
($ 31,512
)
   
 
($287,608
)
   
$
150,696
2023
   
($
7,107
)
   
$
0
   
$
0
   
($
1,910,248
)
   
$
1,174,016
   
 
($1,346,563
)
   
$
0
   
 
$186,443
   
 
$      0
   
$
239,980
2022
   
($
3,114
)
   
$
0
   
$
0
   
($
2,074,966
)
   
$
1,373,934
   
 
($1,574,838
)
   
$
0
   
 
$305,653
   
 
$      0
   
$
155,437
2021
   
($
5,105
)
   
$
0
   
$
0
   
($
2,049,973
)
   
$
3,426,293
   
 
$1,931,130
   
$
0
   
 
$334,283
   
 
$      0
   
$
352,555
 
(4)
Key’s TSR for each year listed is based on the percentage change in total shareholder return over the relevant period based on an initial $100 investment on December 31, 2020. The time periods shown in the table are December 31, 2020 – December 31, 2021, December 31, 2020 – December 31, 2022, December 31, 2020 – December 31, 2023, December 31, 2020 – December 31, 2024 and December 31, 2020 – December 31, 2025.
 
(5)
The issuers included in Key’s peer group for purposes of TSR disclosure in this column for each fiscal year are as follows: Citizens Financial Group, Inc., Comerica Incorporated, Fifth Third Bancorp, Huntington Bancshares Incorporated, M&T Bank Corporation, The PNC Financial Services Group, Inc., Regions Financial Corporation, Truist Financial Corporation, U.S. Bancorp, and Zions Bancorporation. Peer Group TSR for each year listed is based on the percentage change in total shareholder return over the relevant period based on an initial $100 investment on December 31, 2020. The time periods shown in the table are December 31, 2020 – December 31, 2021, December 31, 2020 – December 31, 2022, December 31, 2020 – December 31, 2023, December 31, 2020 – December 31, 2024 and December 31, 2020 – December 31, 2025.
 
(6)
Net Income was calculated in accordance with GAAP and is shown as reported in the Form
10-K
Key filed for the applicable fiscal year.
 
 
(7)
ROTCE is a
non-GAAP
measure, which we define as income from continuing operations attributable to Key common shareholders (GAAP) divided by average KeyCorp shareholders’ equity, less average intangible assets, adjusted for average purchased credit card relationships, less average preferred stock. Key uses absolute adjusted ROTCE in its short-term incentive plan and relative adjusted ROTCE in its long-term incentive awards, as further described under “Total Pay for our Named Executive Officers” on page 36 of this Proxy Statement and Definitions of Certain Financial Terms on page 48 of this Proxy Statement.
       
Company Selected Measure Name ROTCE        
Named Executive Officers, Footnote “Avg SCT Total’ in column (d) is the average of the “Total ($)” reported in the summary compensation table for the Other NEOs listed in an applicable fiscal year. For 2021 and 2022, our Other NEOs were Mr. Kimble, Mr. Paine, Ms. Brady and Ms. Mago. For 2023, our Other NEOs were Mr. Khayat, Mr. Kimble, Mr. Paine, Ms. Brady and Ms. Mago. For 2024, our Other NEOs were Mr. Khayat, Mr. Paine, Ms. Brady and Ms. Mago. For 2025, our Other NEOs were Mr. Khayat, Mr. Paine, Ms. Brady and Mr. Ramani.        
Peer Group Issuers, Footnote The issuers included in Key’s peer group for purposes of TSR disclosure in this column for each fiscal year are as follows: Citizens Financial Group, Inc., Comerica Incorporated, Fifth Third Bancorp, Huntington Bancshares Incorporated, M&T Bank Corporation, The PNC Financial Services Group, Inc., Regions Financial Corporation, Truist Financial Corporation, U.S. Bancorp, and Zions Bancorporation. Peer Group TSR for each year listed is based on the percentage change in total shareholder return over the relevant period based on an initial $100 investment on December 31, 2020. The time periods shown in the table are December 31, 2020 – December 31, 2021, December 31, 2020 – December 31, 2022, December 31, 2020 – December 31, 2023, December 31, 2020 – December 31, 2024 and December 31, 2020 – December 31, 2025.        
PEO Total Compensation Amount $ 11,522,025 $ 18,638,612 $ 10,268,718 $ 10,463,627 $ 8,653,484
PEO Actually Paid Compensation Amount $ 16,732,685 21,164,867 4,458,764 6,082,087 15,582,042
Adjustment To PEO Compensation, Footnote
Deductions and Additions to SCT Total for PEO (column c)
    
Pension Value Adjustments
 
Stock Award and Option Award Adjustments
Year
 
Deduct
Change in
Pension Value
Reported in
Summary
Compensation
Table
 
Add
Service
Cost
 
Add
Prior
Service
Cost
 
Deduct Value
of Stock
Awards and
Option
Awards
Reported in
Summary
Compensation
Table
 
Add Year
End Fair
Value of
Unvested
Equity
Awards
Granted
During the
Fiscal Year
 
Add Year
over Year
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Fiscal
Years
 
Add
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
 
Add Year
over Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior
Years that
Vested in
the Year
 
Subtract
Fair Value
at the End
of the Prior
Year of
Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
 
Add Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
2025
   
($
49,005
)
   
$
0
   
$
0
   
($
6,899,989
)
   
$
8,454,740
   
$
4,517,062
   
$
0
   
 
$ 61,549
   
 
($2,013,819
)
   
$
1,140,122
2024
   
($
40,879
)
   
$
0
   
$
0
   
($
14,570,276
)
   
$
16,928,259
   
$
943,124
   
$
0
   
 
($105,435
)
   
 
($1,200,456
)
   
$
571,918
2023
   
($
27,606
)
   
$
0
   
$
0
   
($
6,999,983
)
   
$
3,940,984
   
($
3,843,463
)
   
$
0
   
 
$374,227
   
 
$        0
   
$
745,887
2022
   
($
14,895
)
   
$
0
   
$
0
   
($
7,199,958
)
   
$
4,767,435
   
($
2,857,610
)
   
$
0
   
 
$553,287
   
 
$        0
   
$
370,202
2021
   
($
15,862
)
   
$
0
   
$
0
   
($
4,299,986
)
   
$
7,153,407
   
$
2,917,573
   
$
0
   
 
$597,635
   
 
$        0
   
$
575,791
       
Non-PEO NEO Average Total Compensation Amount $ 5,380,474 6,272,988 3,449,335 4,218,255 4,737,878
Non-PEO NEO Average Compensation Actually Paid Amount $ 6,981,252 6,933,470 1,785,855 2,400,360 8,727,060
Adjustment to Non-PEO NEO Compensation Footnote
Average Deductions and Additions to SCT Total for Other NEOs (column e)
    
Pension Value Adjustments (all
amounts for Other NEOs
reported as averages)
 
Stock Award and Option Award Adjustments (all amounts for Other NEOs
reported as averages)
Year
 
Deduct
Change in
Pension Value
Reported in
Summary
Compensation
Table
 
Add
Service
Cost
 
Add
Prior
Service
Cost
 
Deduct Value
of Stock
Awards and
Option
Awards
Reported in
Summary
Compensation
Table
 
Add Year
End Fair
Value of
Unvested
Equity
Awards
Granted
During the
Fiscal Year
 
Add Year
over Year
Change in
Fair Value of
Outstanding
and
Unvested
Equity
Awards
Granted in
Prior Fiscal
Years
 
Add
Fair
Value
as of
Vesting
Date of
Equity
Awards
Granted
and
Vested
in the
Year
 
Add Year
over Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior
Years that
Vested in
the Year
 
Subtract
Fair Value
at the End
of the Prior
Year of
Equity
Awards
that Failed
to Meet
Vesting
Conditions
in the Year
 
Add Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
2025
   
($
8,959
)
   
$
0
   
$
0
   
($
2,362,494
)
   
$
2,901,350
   
 
$1,065,605
   
$
0
   
 
$ 12,353
   
 
($317,892
)
   
$
310,814
2024
   
($
13,155
)
   
$
0
   
$
0
   
($
4,061,833
)
   
$
4,660,458
   
 
$  243,435
   
$
0
   
 
($ 31,512
)
   
 
($287,608
)
   
$
150,696
2023
   
($
7,107
)
   
$
0
   
$
0
   
($
1,910,248
)
   
$
1,174,016
   
 
($1,346,563
)
   
$
0
   
 
$186,443
   
 
$      0
   
$
239,980
2022
   
($
3,114
)
   
$
0
   
$
0
   
($
2,074,966
)
   
$
1,373,934
   
 
($1,574,838
)
   
$
0
   
 
$305,653
   
 
$      0
   
$
155,437
2021
   
($
5,105
)
   
$
0
   
$
0
   
($
2,049,973
)
   
$
3,426,293
   
 
$1,931,130
   
$
0
   
 
$334,283
   
 
$      0
   
$
352,555
       
Compensation Actually Paid vs. Total Shareholder Return
The following chart shows the relationship between (i) Compensation Actually Paid to our PEO and Average Compensation Actually Paid to our Other NEOs, and (ii) Key’s TSR, as well as (iii) the relationship between Key’s TSR and the TSR of our peer group. As the chart demonstrates, as our TSR increases, the value of Compensation Actually Paid (as we are required to calculate it for purposes of this disclosure) also increases, due to the large percentage of executive officer compensation that is paid in the form of long-term incentives whose value is tied to Key’s share price.
 
LOGO
       
Compensation Actually Paid vs. Net Income
The chart below shows the relationship between Net Income and Compensation Actually Paid. We do not find Net
Income
to be an appropriate measure for assessing the relationship between Compensation Actually Paid and Key’s financial performance. For example, as a bank, we are required to make assumptions around future expected credit losses at the time we originate a loan or a debt instrument. These expected losses have the effect of reducing our Net Income, even though no actual loss has occurred. As conditions change, we may revise these assumptions and change our future expectations. To the extent that these assumptions lower the expectations of future credit losses, we are able to recognize this as a benefit to Net Income. For this reason, we do not include Net Income as a measure in any of our incentive plans.
 
 
LOGO
       
Compensation Actually Paid vs. Company Selected Measure
The following chart compares (i) Compensation Actually Paid to our PEO and Average Compensation Actually Paid to our Other NEOs, and (ii) our Company-Selected Measure, ROTCE. We have historically used absolute adjusted ROTCE as a performance metric in our annual (short-term) incentive plan and relative adjusted ROTCE as a performance metric in our long-term incentive program (shifting to adjusted absolute ROTCE in our long-term incentive program for 2026, as described under “2026 Performance Awards” on page 40 of this Proxy Statement) due to the strong correlation between adjusted ROTCE and the delivery of positive share price performance to our shareholders. Note that ROTCE results shown below in 2024 were unfavorably impacted by the loss that we incurred in connection with the repositioning of our securities portfolio during that year.
 
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Total Shareholder Return Vs Peer Group
The following chart shows the relationship between (i) Compensation Actually Paid to our PEO and Average Compensation Actually Paid to our Other NEOs, and (ii) Key’s TSR, as well as (iii) the relationship between Key’s TSR and the TSR of our peer group. As the chart demonstrates, as our TSR increases, the value of Compensation Actually Paid (as we are required to calculate it for purposes of this disclosure) also increases, due to the large percentage of executive officer compensation that is paid in the form of long-term incentives whose value is tied to Key’s share price.
 
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Tabular List, Table
Item 402(v) also requires that we provide the following tabular list of at least three and not more than seven financial performance measures that we have determined are our most important financial performance measures used to link compensation actually paid for the most recently completed fiscal year to Key’s performance:
 
Most Important Performance Measures
EPS
Marked
CET-1
Ratio
ROTCE
PPNR
       
Total Shareholder Return Amount $ 160.05 126.76 101.1 114.3 145.9
Peer Group Total Shareholder Return Amount 161.11 137.46 109.24 110.41 133.43
Net Income (Loss) $ 1,829,000,000 $ (161,000,000) $ 967,000,000 $ 1,917,000,000 $ 2,625,000,000
Company Selected Measure Amount 0.1185 (0.0301) 0.0963 0.184 0.1947
PEO Name Mr. Gorman        
Measure:: 1          
Pay vs Performance Disclosure          
Name EPS        
Measure:: 2          
Pay vs Performance Disclosure          
Name Marked CET-1 Ratio        
Measure:: 3          
Pay vs Performance Disclosure          
Name ROTCE        
Non-GAAP Measure Description ROTCE is a
non-GAAP
measure, which we define as income from continuing operations attributable to Key common shareholders (GAAP) divided by average KeyCorp shareholders’ equity, less average intangible assets, adjusted for average purchased credit card relationships, less average preferred stock. Key uses absolute adjusted ROTCE in its short-term incentive plan and relative adjusted ROTCE in its long-term incentive awards, as further described under “Total Pay for our Named Executive Officers” on page 36 of this Proxy Statement and Definitions of Certain Financial Terms on page 48 of this Proxy Statement.
       
Measure:: 4          
Pay vs Performance Disclosure          
Name PPNR        
PEO | 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 $ (49,005) $ (40,879) $ (27,606) $ (14,895) $ (15,862)
PEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,899,989) (14,570,276) (6,999,983) (7,199,958) (4,299,986)
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 8,454,740 16,928,259 3,940,984 4,767,435 7,153,407
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 4,517,062 943,124 (3,843,463) (2,857,610) 2,917,573
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
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 61,549 (105,435) 374,227 553,287 597,635
PEO | 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 (2,013,819) (1,200,456) 0 0 0
PEO | 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 1,140,122 571,918 745,887 370,202 575,791
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 (8,959) (13,155) (7,107) (3,114) (5,105)
Non-PEO NEO | Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Pension Adjustments Prior Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 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 (2,362,494) (4,061,833) (1,910,248) (2,074,966) (2,049,973)
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 2,901,350 4,660,458 1,174,016 1,373,934 3,426,293
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 1,065,605 243,435 (1,346,563) (1,574,838) 1,931,130
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 0 0 0 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 12,353 (31,512) 186,443 305,653 334,283
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 (317,892) (287,608) 0 0 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 $ 310,814 $ 150,696 $ 239,980 $ 155,437 $ 352,555
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Feb. 17, 2025
USD ($)
shares
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
Policies and Practices Related to the Grant of Certain Equity Awards
 
We do not schedule the grant of stock options or other equity awards in anticipation of the disclosure of material nonpublic information, and we do not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards. We have not adopted a formal policy that would require us to grant, or to avoid granting, stock options or other equity awards at certain times. In practice, however, as part of our regular annual long-term incentive grant cycle, the Compensation Committee generally grants stock options and other equity awards to our executives in the first quarter of each year, typically at its meeting in or around the month of February. The dates for Compensation Committee meetings generally are set well in advance and on a fairly consistent cadence from year to year. However, the Compensation Committee is authorized to grant stock options and other equity awards at other times during the year.
Consistent with our historic grant practices for regular annual long-term incentive awards to our executives, the Compensation Committee granted stock options to our NEOs at its meeting on February 14, 2025. As has been the case with all stock options granted to our NEOs since 2021, the exercise price of the stock options granted to our NEOs on February 17, 2025, was 110% of the closing price of our stock on February 14, 2025, as February 17, 2025, was not a trading day. We filed our annual report on Form
10-K
for the 2024 fiscal year on February 21, 2025, which was four business days after February 17, 2025, and more than one month after we issued the earnings release announcing our 2024 fourth quarter and full year financial results. Accordingly, while we do not believe that the annual report on Form
10-K
included material nonpublic information, we are providing the following information relating to stock options granted to our named executive officers during fiscal year 2025, as required by SEC rules.
 
Name
  
Grant Date
  
Number of
Securities
Underlying
the Award
  
Exercise
Price of the
Award ($)
  
Grant Date
Fair Value of
the Award ($)
  
Percentage Change in the
Closing Market Price of
the Securities Underlying
the Award Between the
Trading Day Ending
Immediately Prior to the
Disclosure of Material
Nonpublic Information
and the Trading Day
Beginning Immediately
Following the Disclosure
of Material Nonpublic
Information (%)
Christopher M. Gorman
       2/17/2025        139,959        19.49        689,998        (4.61 )
Clark Khayat
       2/17/2025        40,567        19.49        199,995        (4.61 )
Andrew J. “Randy” Paine III
       2/17/2025        52,738        19.49        259,998        (4.61 )
Amy G. Brady
       2/17/2025        30,425        19.49        149,995        (4.61 )
Mo Ramani
       2/17/2025        26,369        19.49        129,999        (4.61 )
 
Award Timing MNPI Considered false  
Award Timing, How MNPI Considered we do not schedule the disclosure of material nonpublic information based on the timing of grants of stock options or other equity awards.  
MNPI Disclosure Timed for Compensation Value false  
Awards Close in Time to MNPI Disclosures, Table
Name
  
Grant Date
  
Number of
Securities
Underlying
the Award
  
Exercise
Price of the
Award ($)
  
Grant Date
Fair Value of
the Award ($)
  
Percentage Change in the
Closing Market Price of
the Securities Underlying
the Award Between the
Trading Day Ending
Immediately Prior to the
Disclosure of Material
Nonpublic Information
and the Trading Day
Beginning Immediately
Following the Disclosure
of Material Nonpublic
Information (%)
Christopher M. Gorman
       2/17/2025        139,959        19.49        689,998        (4.61 )
Clark Khayat
       2/17/2025        40,567        19.49        199,995        (4.61 )
Andrew J. “Randy” Paine III
       2/17/2025        52,738        19.49        259,998        (4.61 )
Amy G. Brady
       2/17/2025        30,425        19.49        149,995        (4.61 )
Mo Ramani
       2/17/2025        26,369        19.49        129,999        (4.61 )
 
Christopher M. Gorman [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Christopher M. Gorman
Underlying Securities | shares   139,959
Exercise Price | $ / shares   $ 19.49
Fair Value as of Grant Date | $   $ 689,998
Underlying Security Market Price Change   (4.61)
Clark Khayat [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Clark Khayat
Underlying Securities | shares   40,567
Exercise Price | $ / shares   $ 19.49
Fair Value as of Grant Date | $   $ 199,995
Underlying Security Market Price Change   (4.61)
Andrew J. Randy Paine III [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Andrew J. “Randy” Paine III
Underlying Securities | shares   52,738
Exercise Price | $ / shares   $ 19.49
Fair Value as of Grant Date | $   $ 259,998
Underlying Security Market Price Change   (4.61)
Amy G. Brady [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Amy G. Brady
Underlying Securities | shares   30,425
Exercise Price | $ / shares   $ 19.49
Fair Value as of Grant Date | $   $ 149,995
Underlying Security Market Price Change   (4.61)
Mo Ramani [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Mo Ramani
Underlying Securities | shares   26,369
Exercise Price | $ / shares   $ 19.49
Fair Value as of Grant Date | $   $ 129,999
Underlying Security Market Price Change   (4.61)
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