WEC ENERGY GROUP, INC., DEF 14A filed on 3/26/2026
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 WEC Energy Group, Inc.
Entity Central Index Key 0000783325
v3.26.1
Pay vs Performance Disclosure
12 Months Ended 25 Months Ended 47 Months Ended
Dec. 31, 2025
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Jan. 31, 2022
Dec. 31, 2025
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table
Year
(1)
Summary Compensation Table (SCT) Total for PEO
($)
(1,2)
Compensation Actually Paid (CAP) to PEO
($)
(3)
Average SCT total for non-PEO NEOs
($)
(2,3)
Average Compensation Actually Paid to non-PEO NEOs
($)
Value of Initial Fixed $100 investment based on:
($)
Net Income
($)
(in millions)
Company Selected Measure
Lauber
Fletcher
Lauber
Fletcher
(4)
WEC TSR
(5)
Peer Group TSR
(6)Adjusted Earnings Per Share (diluted)
($)
2025
12,188,492
20,871,095
3,638,242
5,628,666
135.40
149.01
1,557.5
5.27
2024
10,948,091
16,220,714
4,739,937
4,816,652
116.75
129.21
1,527.2
4.88
2023
9,552,179
5,707,745
5,188,505
2,920,498
100.55
110.92
1,331.7
4.63
2022
8,149,461
8,151,511
9,721,228
17,332,947
4,358,213
5,256,205
108.11
119.69
1,408.1
4.45
2021
18,481,871
14,249,651
4,911,241
4,273,523
108.64
117.10
1,300.3
4.11
           
Company Selected Measure Name Adjusted Earnings Per Share (diluted)            
Named Executive Officers, Footnote On February 1, 2022, Mr. Lauber succeeded Kevin Fletcher as CEO.The non-PEO NEOs for each of the years shown were as follows:
2025: Messrs. Hooper and Garvin, and Mmes. Liu and Kelsey
2024: Messrs. Klappa, Hooper, and Garvin, and Mmes. Liu and Kelsey
2022 and 2023: Messrs. Klappa and Garvin, and Mmes. Liu and Kelsey
2021: Messrs. Klappa and Lauber, and Mmes. Liu and Kelsey
           
Peer Group Issuers, Footnote Represents the Total Shareholder Return ("TSR") of the Custom Peer Index Group, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. For information about the Custom Peer Index Group see "Performance Graph" in the Company's 2025 Annual Report.            
Adjustment To PEO Compensation, Footnote Represents the CAP to each of Messrs. Lauber and Fletcher, and the average CAP to the non-PEO NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable fiscal years. To calculate the CAP to Mr. Lauber, and the average CAP to our non-PEO NEOs for the 2025 fiscal year, the following adjustments were made to the SCT total compensation:
SCT to CAP Reconciliation
Year
SCT Total
($)
Deductions from SCT Total
Additions to SCT Total
CAP
($)
Change in Pension Value
($)
(a)
Equity-based awards Grant Date Fair Value
($)
(b)
Pension Benefit Service Costs
($)
(c)(i)
Change in Value of Covered Fiscal Year Awards Unvested at Covered Fiscal Year-End
($)
(c)(ii)
Change in Value of Prior Years' Awards Unvested at Fiscal Year-End
($)
(c)(iii)
Value of Awards Granted and Vested in Covered Fiscal Year
($)
(c)(iv)
Change in Value of Prior Years' Awards that Vested in Fiscal Year
($)
Lauber SCT to CAP Reconciliation
2025
12,188,492
377,329
6,396,083
65,590
10,372,295
3,159,042
1,859,088
20,871,095
Average Non-PEO NEOs SCT to CAP Reconciliation
2025
3,638,242
37,834
1,383,764
18,373
2,244,015
755,624
394,010
5,628,666
(a)    Represents the grant date fair value of equity awards as reflected in the "Stock Awards" and "Option Awards" columns of the SCT.
(b)    Represents the actuarially determined value of the pension benefit accrual for services rendered by each NEO during the applicable year. There were no
costs of benefits granted pursuant to a plan amendment during any covered fiscal year that were attributed by the plan's benefit formula to services rendered in periods prior to the plan amendment.
(c)    Represents (i) the covered fiscal year-end value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such year; (ii) the amount of the change as of the covered fiscal year-end (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year; (iii) the fair value as of the vesting date of awards granted in a covered fiscal year that vested in the same covered fiscal year; and (iv) the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value for awards granted in prior years that vested during the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
           
Non-PEO NEO Average Total Compensation Amount [1] $ 3,638,242 $ 4,739,937 $ 5,188,505 $ 4,358,213 $ 4,911,241    
Non-PEO NEO Average Compensation Actually Paid Amount [1],[2] $ 5,628,666 4,816,652 2,920,498 5,256,205 4,273,523    
Adjustment to Non-PEO NEO Compensation Footnote Represents the CAP to each of Messrs. Lauber and Fletcher, and the average CAP to the non-PEO NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable fiscal years. To calculate the CAP to Mr. Lauber, and the average CAP to our non-PEO NEOs for the 2025 fiscal year, the following adjustments were made to the SCT total compensation:
SCT to CAP Reconciliation
Year
SCT Total
($)
Deductions from SCT Total
Additions to SCT Total
CAP
($)
Change in Pension Value
($)
(a)
Equity-based awards Grant Date Fair Value
($)
(b)
Pension Benefit Service Costs
($)
(c)(i)
Change in Value of Covered Fiscal Year Awards Unvested at Covered Fiscal Year-End
($)
(c)(ii)
Change in Value of Prior Years' Awards Unvested at Fiscal Year-End
($)
(c)(iii)
Value of Awards Granted and Vested in Covered Fiscal Year
($)
(c)(iv)
Change in Value of Prior Years' Awards that Vested in Fiscal Year
($)
Lauber SCT to CAP Reconciliation
2025
12,188,492
377,329
6,396,083
65,590
10,372,295
3,159,042
1,859,088
20,871,095
Average Non-PEO NEOs SCT to CAP Reconciliation
2025
3,638,242
37,834
1,383,764
18,373
2,244,015
755,624
394,010
5,628,666
(a)    Represents the grant date fair value of equity awards as reflected in the "Stock Awards" and "Option Awards" columns of the SCT.
(b)    Represents the actuarially determined value of the pension benefit accrual for services rendered by each NEO during the applicable year. There were no
costs of benefits granted pursuant to a plan amendment during any covered fiscal year that were attributed by the plan's benefit formula to services rendered in periods prior to the plan amendment.
(c)    Represents (i) the covered fiscal year-end value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such year; (ii) the amount of the change as of the covered fiscal year-end (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year; (iii) the fair value as of the vesting date of awards granted in a covered fiscal year that vested in the same covered fiscal year; and (iv) the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value for awards granted in prior years that vested during the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
           
Compensation Actually Paid vs. Total Shareholder Return
CAP v. TSR
As demonstrated in the following graph, the amount of compensation paid to the PEOs and the average compensation paid to the other NEOs was aligned with the Company’s TSR performance. A substantial portion of the compensation awarded to each of the NEOs is long-term incentive compensation. For the NEOs, performance unit awards comprise 65% of the long-term incentive compensation granted each year, with the Company’s TSR performance against its peer group as a significant component of the performance unit awards. As discussed further in “Compensation Discussion and Analysis,” the performance units granted in 2023, which vested at the end of the three-year performance period ended December 31, 2025, provided a payout above target. See the Five-Year Cumulative Return and Total Stockholder Returns graphs in “Compensation Discussion and Analysis – Executive Summary” for information on the Company’s performance over the 5-year period ended December 31, 2025, which was in line with the performance of its peer group, and 10-year period ended December 31, 2025, which was at the top of the range of the comparative benchmarks, respectively.
7062
           
Compensation Actually Paid vs. Net Income
CAP v. WEC Net Income and Adjusted Earnings Per Share (Company-Selected Measure)
As demonstrated by the following graphs, during the cumulative five-year period ended December 31, 2025, the compensation paid to the PEOs and the average compensation paid to the other NEOs was aligned with the Company’s net income and EPS performance. In 2025, 2024, and 2023, WEC Energy Group's EPS performance is shown on an adjusted (non-GAAP) basis. Pursuant to the terms of the Company’s short-term performance plan, in 2025, almost 75% of the payout was based upon the Company’s adjusted EPS performance, and almost 25% was based upon the Company’s performance against cash flow goals. See "Compensation Discussion and Analysis" for information on how the EPS and cash flow targets were established for 2025. The Company’s strong performance against the EPS and cash flow goals in 2025 resulted in maximum level payouts for each measure.
WEC Energy Group’s earnings per share on a GAAP basis were $4.81 for 2025, which includes a $0.46 per share charge to earnings, reflecting an agreement on the terms of a proposed settlement PGL and NSG reached with the Illinois Attorney General that, if approved by the ICC, would resolve all open proceedings related to the QIP rider and the UEA rider. Excluding this charge, WEC Energy Group’s adjusted earnings per share were $5.27. This proposed settlement and corresponding charge to earnings is not indicative of WEC Energy Group’s operating performance during 2025. As a result, the Compensation Committee determined that the Company’s performance against the earnings per share targets should be measured using adjusted earnings per share.
WEC Energy Group’s earnings per share on a GAAP basis were $4.83 for 2024, which includes a $0.06 per share charge to earnings related to certain capital expenditures under the QIP rider that were disallowed by the ICC as part of PGL's 2016 QIP reconciliation proceeding. Excluding this charge, WEC Energy Group’s adjusted earnings per share were $4.88. PGL has appealed this decision. The ICC’s disallowance of these expenditures is not indicative of WEC Energy Group’s operating performance in 2024. As a result, the Compensation Committee determined that the Company’s performance against the earnings per share targets should be measured
using adjusted earnings per share. With respect to the earnings per share calculation, note that WEC Energy Group’s adjusted earnings per share does not add due to rounding.
WEC Energy Group’s earnings per share on a GAAP basis were $4.22 for 2023, which includes a $0.41 per share non-cash charge to earnings related to the ICC's disallowance of an aggregate of $178.9 million of previously incurred capital costs as part of its decisions in the rate cases of the Company’s Illinois utilities. Excluding this charge, WEC Energy Group’s 2023 adjusted earnings per share were $4.63. The ICC’s disallowance of previously incurred capital costs of this nature is not indicative of WEC Energy Group’s operating performance in 2023. As a result, the Compensation Committee determined that the Company’s performance against the earnings per share targets should be measured using adjusted earnings per share.
See Appendix A for earnings per share presented on an adjusted basis (non-GAAP) along with a reconciliation to earnings per share, presented on a GAAP basis, for 2025, 2024, and 2023.
In the graph below, net income is presented on a GAAP basis. EPS is presented on an adjusted (non-GAAP) basis for 2025, 2024, and 2023 and on a GAAP basis for years prior to 2023.
10044
           
Compensation Actually Paid vs. Company Selected Measure
CAP v. WEC Net Income and Adjusted Earnings Per Share (Company-Selected Measure)
As demonstrated by the following graphs, during the cumulative five-year period ended December 31, 2025, the compensation paid to the PEOs and the average compensation paid to the other NEOs was aligned with the Company’s net income and EPS performance. In 2025, 2024, and 2023, WEC Energy Group's EPS performance is shown on an adjusted (non-GAAP) basis. Pursuant to the terms of the Company’s short-term performance plan, in 2025, almost 75% of the payout was based upon the Company’s adjusted EPS performance, and almost 25% was based upon the Company’s performance against cash flow goals. See "Compensation Discussion and Analysis" for information on how the EPS and cash flow targets were established for 2025. The Company’s strong performance against the EPS and cash flow goals in 2025 resulted in maximum level payouts for each measure.
WEC Energy Group’s earnings per share on a GAAP basis were $4.81 for 2025, which includes a $0.46 per share charge to earnings, reflecting an agreement on the terms of a proposed settlement PGL and NSG reached with the Illinois Attorney General that, if approved by the ICC, would resolve all open proceedings related to the QIP rider and the UEA rider. Excluding this charge, WEC Energy Group’s adjusted earnings per share were $5.27. This proposed settlement and corresponding charge to earnings is not indicative of WEC Energy Group’s operating performance during 2025. As a result, the Compensation Committee determined that the Company’s performance against the earnings per share targets should be measured using adjusted earnings per share.
WEC Energy Group’s earnings per share on a GAAP basis were $4.83 for 2024, which includes a $0.06 per share charge to earnings related to certain capital expenditures under the QIP rider that were disallowed by the ICC as part of PGL's 2016 QIP reconciliation proceeding. Excluding this charge, WEC Energy Group’s adjusted earnings per share were $4.88. PGL has appealed this decision. The ICC’s disallowance of these expenditures is not indicative of WEC Energy Group’s operating performance in 2024. As a result, the Compensation Committee determined that the Company’s performance against the earnings per share targets should be measured
using adjusted earnings per share. With respect to the earnings per share calculation, note that WEC Energy Group’s adjusted earnings per share does not add due to rounding.
WEC Energy Group’s earnings per share on a GAAP basis were $4.22 for 2023, which includes a $0.41 per share non-cash charge to earnings related to the ICC's disallowance of an aggregate of $178.9 million of previously incurred capital costs as part of its decisions in the rate cases of the Company’s Illinois utilities. Excluding this charge, WEC Energy Group’s 2023 adjusted earnings per share were $4.63. The ICC’s disallowance of previously incurred capital costs of this nature is not indicative of WEC Energy Group’s operating performance in 2023. As a result, the Compensation Committee determined that the Company’s performance against the earnings per share targets should be measured using adjusted earnings per share.
See Appendix A for earnings per share presented on an adjusted basis (non-GAAP) along with a reconciliation to earnings per share, presented on a GAAP basis, for 2025, 2024, and 2023.
In the graph below, net income is presented on a GAAP basis. EPS is presented on an adjusted (non-GAAP) basis for 2025, 2024, and 2023 and on a GAAP basis for years prior to 2023
10046
* Earnings per share for 2021 and 2022 are presented on a GAAP basis.
           
Tabular List, Table
Most Important Performance Measures
The following represents the most important financial performance measures used by WEC Energy Group to link compensation actually paid to each NEO for 2025, the most recently completed fiscal year, to company performance:
Adjusted
Earnings Per Share
Net Income
Cash Flow
Return on Equity
Achievement of the Company’s goals with respect to the financial measures highlighted above should drive strong TSR performance for the Company relative to its peers, which is an important component of our compensation program as more fully described in “Compensation Discussion and Analysis – Long-Term Incentive Compensation".
           
Total Shareholder Return Amount [3] $ 135.40 116.75 100.55 108.11 108.64    
Peer Group Total Shareholder Return Amount [4] 149.01 129.21 110.92 119.69 117.10    
Net Income (Loss) Available to Common Stockholders, Basic $ 1,557,500,000 $ 1,527,200,000 $ 1,331,700,000 $ 1,408,100,000 $ 1,300,300,000    
Company Selected Measure Amount | $ / shares [5] 5.27 4.88 4.63 4.45 4.11    
PEO Name           Kevin Fletcher Mr. Lauber
Additional 402(v) Disclosure Assumes an investment of $100 at the beginning of the measurement period and reinvestment of all dividends. The “measurement period” for each covered fiscal year is the period from December 31, 2020 through the end of such covered fiscal year.            
Non-GAAP Earnings Per Share Adjustment | $ / shares $ 0.46 $ 0.06 $ 0.41        
Measure:: 1              
Pay vs Performance Disclosure              
Name Adjusted Earnings Per Share            
Non-GAAP Measure Description For 2025, 2024, and 2023, the Company Selected Measure was adjusted (non-GAAP) earnings per share which excludes (i) for 2025, a $0.46 per share charge in 2025, reflecting an agreement on the terms of a proposed settlement PGL and NSG reached with the Illinois Attorney General that, if approved by the ICC, would resolve all open proceedings related to the QIP and UEA riders, and (ii) for 2024 and 2023, a $0.06 per share charge to earnings and a $0.41 per share non-cash charge to earnings, respectively, each of which related to the ICC's disallowance of certain capital costs. See Appendix A on page P-85 for a full reconciliation of GAAP to non-GAAP earnings per share. The prior years reported in this table each show the Company's earnings per share on a GAAP basis.            
Measure:: 2              
Pay vs Performance Disclosure              
Name Net Income            
Measure:: 3              
Pay vs Performance Disclosure              
Name Cash Flow            
Measure:: 4              
Pay vs Performance Disclosure              
Name Return on Equity            
Lauber [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount $ 12,188,492 $ 10,948,091 [6] $ 9,552,179 [6] $ 8,149,461 [6] $ 0 [6]    
PEO Actually Paid Compensation Amount [2],[6] 20,871,095 16,220,714 5,707,745 9,721,228 0    
Fletcher [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount [6] 0 0 0 8,151,511 18,481,871    
PEO Actually Paid Compensation Amount [2],[6] 0 $ 0 $ 0 $ 17,332,947 $ 14,249,651    
PEO | Lauber [Member] | Change In Pension Value [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount (377,329)            
PEO | Lauber [Member] | Equity Bade Awards Grant Date Fair Value [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount (6,396,083)            
PEO | Lauber [Member] | Pension Benefit Service Costs [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 65,590            
PEO | Lauber [Member] | Change In Value Of Covered Fiscal Year Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 10,372,295            
PEO | Lauber [Member] | Change In Value Of Prior Years Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 3,159,042            
PEO | Lauber [Member] | Value Of Awards Granted And Vested In Covered Fiscal Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 0            
PEO | Lauber [Member] | Change In Value Of Prior Years Vested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 1,859,088            
Non-PEO NEO | Change In Pension Value [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount (37,834)            
Non-PEO NEO | Equity Bade Awards Grant Date Fair Value [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount (1,383,764)            
Non-PEO NEO | Pension Benefit Service Costs [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 18,373            
Non-PEO NEO | Change In Value Of Covered Fiscal Year Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 2,244,015            
Non-PEO NEO | Change In Value Of Prior Years Unvested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 755,624            
Non-PEO NEO | Value Of Awards Granted And Vested In Covered Fiscal Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount 0            
Non-PEO NEO | Change In Value Of Prior Years Vested [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount $ 394,010            
[1] The non-PEO NEOs for each of the years shown were as follows:
2025: Messrs. Hooper and Garvin, and Mmes. Liu and Kelsey
2024: Messrs. Klappa, Hooper, and Garvin, and Mmes. Liu and Kelsey
2022 and 2023: Messrs. Klappa and Garvin, and Mmes. Liu and Kelsey
2021: Messrs. Klappa and Lauber, and Mmes. Liu and Kelsey
[2] Represents the CAP to each of Messrs. Lauber and Fletcher, and the average CAP to the non-PEO NEOs as a group, each as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned or paid during the applicable fiscal years. To calculate the CAP to Mr. Lauber, and the average CAP to our non-PEO NEOs for the 2025 fiscal year, the following adjustments were made to the SCT total compensation:
SCT to CAP Reconciliation
Year
SCT Total
($)
Deductions from SCT Total
Additions to SCT Total
CAP
($)
Change in Pension Value
($)
(a)
Equity-based awards Grant Date Fair Value
($)
(b)
Pension Benefit Service Costs
($)
(c)(i)
Change in Value of Covered Fiscal Year Awards Unvested at Covered Fiscal Year-End
($)
(c)(ii)
Change in Value of Prior Years' Awards Unvested at Fiscal Year-End
($)
(c)(iii)
Value of Awards Granted and Vested in Covered Fiscal Year
($)
(c)(iv)
Change in Value of Prior Years' Awards that Vested in Fiscal Year
($)
Lauber SCT to CAP Reconciliation
2025
12,188,492
377,329
6,396,083
65,590
10,372,295
3,159,042
1,859,088
20,871,095
Average Non-PEO NEOs SCT to CAP Reconciliation
2025
3,638,242
37,834
1,383,764
18,373
2,244,015
755,624
394,010
5,628,666
(a)    Represents the grant date fair value of equity awards as reflected in the "Stock Awards" and "Option Awards" columns of the SCT.
(b)    Represents the actuarially determined value of the pension benefit accrual for services rendered by each NEO during the applicable year. There were no
costs of benefits granted pursuant to a plan amendment during any covered fiscal year that were attributed by the plan's benefit formula to services rendered in periods prior to the plan amendment.
(c)    Represents (i) the covered fiscal year-end value of any equity awards granted in the covered fiscal year that were outstanding and unvested as of the end of such year; (ii) the amount of the change as of the covered fiscal year-end (from the end of the prior fiscal year) in fair value of any awards granted in prior years that were outstanding and unvested as of the end of the covered fiscal year; (iii) the fair value as of the vesting date of awards granted in a covered fiscal year that vested in the same covered fiscal year; and (iv) the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value for awards granted in prior years that vested during the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
[3]     Assumes an investment of $100 at the beginning of the measurement period and reinvestment of all dividends. The “measurement period” for each covered fiscal year is the period from December 31, 2020 through the end of such covered fiscal year.
[4]     Represents the Total Shareholder Return ("TSR") of the Custom Peer Index Group, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. For information about the Custom Peer Index Group see "Performance Graph" in the Company's 2025 Annual Report.
[5] For 2025, 2024, and 2023, the Company Selected Measure was adjusted (non-GAAP) earnings per share which excludes (i) for 2025, a $0.46 per share charge in 2025, reflecting an agreement on the terms of a proposed settlement PGL and NSG reached with the Illinois Attorney General that, if approved by the ICC, would resolve all open proceedings related to the QIP and UEA riders, and (ii) for 2024 and 2023, a $0.06 per share charge to earnings and a $0.41 per share non-cash charge to earnings, respectively, each of which related to the ICC's disallowance of certain capital costs. See Appendix A on page P-85 for a full reconciliation of GAAP to non-GAAP earnings per share. The prior years reported in this table each show the Company's earnings per share on a GAAP basis
[6] On February 1, 2022, Mr. Lauber succeeded Kevin Fletcher as CEO.
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Jan. 02, 2025
USD ($)
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
Policy on Timing of Option Grants
The Company does not grant equity awards in anticipation of the release of material non-public information (“MNPI”), and it does not time the release of MNPI for the purpose of affecting the value of executive compensation. Although the Company has not adopted a predetermined schedule for the granting of option and other equity awards, it is the Compensation Committee’s long standing practice to approve annual equity awards at its regularly-scheduled meeting held in December of each year. The effective grant date of these awards is the first trading day of the year immediately following the award. The Compensation Committee may also grant option and other equity awards to individuals upon hire or promotion to executive officer positions or appointment to the Board.

The timing of the annual option and other equity awards approved by the Compensation Committee on December 5, 2024, with a grant date of January 2, 2025 (the first trading day of the year), was consistent with long standing practice and not tied to the timing of any release of MNPI.
 
Awards Close in Time to MNPI Disclosures, Table
During 2025, the options listed below had a grant date within 4 business days prior to the filing or furnishing of a Form 8-K.
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 MNPI and the trading day beginning immediately following the disclosure of MNPI
Scott J. Lauber1/2/202554,31994.54818.23(0.6)%
Xia Liu1/2/202517,88594.54818.23(0.6)%
Michael W. Hooper
1/2/202510,86994.54818.23(0.6)%
Margaret C. Kelsey1/2/20259,52794.54818.23(0.6)%
Robert M. Garvin1/2/20258,72694.54818.23(0.6)%
 
Lauber [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Scott J. Lauber
Underlying Securities   54,319
Exercise Price   $ 94.548
Fair Value as of Grant Date | $   $ 18.23
Underlying Security Market Price Change   (0.006)
Xia Liu [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Xia Liu
Underlying Securities   17,885
Exercise Price   $ 94.548
Fair Value as of Grant Date | $   $ 18.23
Underlying Security Market Price Change   (0.006)
Gale Klappa [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Michael W. Hooper
Underlying Securities   10,869
Exercise Price   $ 94.548
Fair Value as of Grant Date | $   $ 18.23
Underlying Security Market Price Change   (0.006)
Margaret Kelsey [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Margaret C. Kelsey
Underlying Securities   9,527
Exercise Price   $ 94.548
Fair Value as of Grant Date | $   $ 18.23
Underlying Security Market Price Change   (0.006)
Robert Garvin [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Robert M. Garvin
Underlying Securities   8,726
Exercise Price   $ 94.548
Fair Value as of Grant Date | $   $ 18.23
Underlying Security Market Price Change   (0.006)
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