HANOVER INSURANCE GROUP, INC., DEF 14A filed on 3/26/2026
Proxy Statement (definitive)
v3.26.1
Document and Entity Information
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name THE HANOVER INSURANCE GROUP, INC
Entity Central Index Key 0000944695
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table

Relationship Between Pay and Performance

As required by Item 402(v) of Regulation S-K, we are presenting information that describes the relationship between compensation actually paid to our NEOs, as computed in accordance with the rules prescribed by Item 402(v), and certain measures of financial performance of the Company. While the information provided below may be useful to understanding the relationship between the compensation actually paid to our NEOs and our financial performance, we believe that this disclosure should be read in the context of the more complete and comprehensive discussion of our executive compensation program set forth in the CD&A beginning on page 27, and in the CD&A sections of our Proxy Statements for prior periods presented in the table below.

Pay Versus Performance

Value of Initial Fixed $100

Investment Based On:

Year

Summary Compensation Table Total for CEO ($)(1)

Compensation Actually Paid to CEO ($)(2)(3)

Average Summary Compensation Table Total for Non-CEO Named Executive Officers ($)(4)

Average Compensation Actually Paid to Non-CEO Named Executive Officers ($)(2)(5)

Total Shareholder Return ($)(6)

Peer Group Total Shareholder Return ($)(7)

Net Income

($ in millions)

(8)

Ex-Cat

Operating Income

($ in millions)(9)

2025

 

10,486,571

 

 

15,442,248

 

 

3,358,996

 

 

4,511,833

 

 

175.72

 

 

234.32

 

 

662.5

 

 

1,209.3

 

2024

 

9,550,596

 

 

13,063,736

 

 

3,068,602

 

 

3,901,791

 

 

145.64

 

 

212.86

 

 

426.0

 

 

1,026.0

 

2023

 

7,721,129

 

 

5,788,287

 

 

2,458,068

 

 

1,997,478

 

 

111.50

 

 

157.12

 

 

35.3

 

 

795.7

 

2022

6,826,023

7,254,520

2,234,298

2,351,602

120.69

141.79

116.0

687.7

2021

6,773,668

8,437,307

2,230,923

2,666,961

114.51

119.28

418.7

834.9

(1)
The amounts in this column reflect the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Roche, our Chief Executive Officer, for each of the periods presented.
(2)
“Compensation actually paid” as set forth in this column is calculated in accordance with rules prescribed under Item 402(v) and does not reflect the actual amounts earned or that may be earned by the applicable NEO. The amounts set forth may be more or less than the value actually realized by an NEO based upon, among other things, the value of our Common Stock at the time of vesting of stock awards or exercise of options held by the NEO, whether the Company achieves certain performance goals in respect of such awards and/or whether such equity awards actually vest.
(3)
The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are as set forth in the following table. For the periods covered, no dividends or other earnings were paid on outstanding and unvested awards. Each of Mr. Roche’s outstanding RSUs accrue dividend equivalents in the form of additional RSUs that are not paid unless and until the underlying award vests and becomes payable. The value of dividend equivalents is reflected in the values set forth below. Moreover, while certain PBRSUs that vested during the applicable year may have vested at levels below or above target, no awards were forfeited in their entirety due to a failure to meet threshold payout levels. The valuation assumptions used to calculate the fair values of PBRSUs reflect the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the CHCC as of the applicable vesting date). The valuation assumptions used to calculate fair values attributable to TBRSUs and PBRSUs, as applicable, did not materially differ from those used in our disclosures of fair value as of the grant date. The valuation assumptions used to calculate fair values attributable to Options also did not materially differ from those used in our disclosures of fair value as of the grant date, other than for an adjustment for moneyness, as applicable.

 

Year

Deductions from Summary Compensation Table ($)

Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During Year ($)(a)

Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)(b)

Fair Value as of Vesting Date of Equity Awards that Vested During the Same Year Granted ($)(c)

Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year Measured From Prior Year-End to Vesting Date ($)(d)

Total Equity Award Adjustments ($)

 

2025

(6,003,580)

7,701,547

2,837,685

71,018

349,007

4,955,677

2024

(5,005,617)

6,146,332

1,944,553

66,958

360,914

3,513,140

2023

(4,600,133)

3,687,677

(1,228,420)

45,533

162,501

(1,932,842)

2022

(3,960,266)

3,815,952

346,063

226,748

428,497

2021

(3,500,384)

4,218,774

861,727

83,522

1,663,639

(a)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to Mr. Roche during the year indicated.
(b)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to Mr. Roche during the two years preceding the year indicated.
(c)
As of December 31, 2023, Mr. Roche was deemed “retirement eligible.” Accordingly, during the years indicated, this amount includes the portion of his 2023, 2024 or 2025 TBRSU award, as applicable, that was accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with Mr. Roche qualifying as retirement-eligible during the applicable year.
(d)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to Mr. Roche during the third year prior to the year indicated. Additionally, as of December 31, 2023, Mr. Roche was deemed “retirement eligible.” Accordingly, for 2023 this includes the portion of his 2022 TBRSU award that was accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with his qualifying as “retirement eligible” in 2023.

 

Mr. Roche does not participate in our frozen defined benefit plan. Accordingly, no adjustments have been included for changes in the actuarial present value of defined benefit pension plans.

(4)
The amounts in this column reflect the average of the amounts reported in the “Total” column of the Summary Compensation Table for the Company’s NEOs as a group (excluding the CEO) for each period presented. The non-CEO NEOs included for purposes of computing the amounts in this column for all years presented are Messrs. Farber, Lavey, Salvatore and Kerrigan.
(5)
The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are as set forth in the following table. Each of the numbers is expressed as an average for all NEOs, other than the CEO, for the periods presented. For the periods covered, no dividends or other earnings were paid on outstanding and unvested awards. Outstanding RSUs accrue dividend equivalents in the form of additional RSUs that are not paid unless and until the underlying award vests and becomes payable. The value of dividend equivalents is reflected in the values set forth below. Moreover, while certain PBRSUs that vested during the applicable year may have vested at levels below or above target, no awards were forfeited in their entirety due to a failure to meet threshold payout levels. The valuation assumptions used to calculate the fair values of PBRSUs reflect the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the CHCC as of the applicable vesting date). The valuation assumptions used to calculate fair values attributable to TBRSUs and PBRSUs, as applicable, did not materially differ from those used in our disclosures of fair value as of the grant date. The valuation assumptions used to calculate fair values attributable to Options also did not materially differ from those used in our disclosures of fair value as of the grant date, other than for an adjustment for moneyness, as applicable.

 

Year

Deductions from Summary Compensation Table ($)

Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During Year ($)(a)

Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)(b)

Fair Value as of Vesting Date of Equity Awards that Vested During the Same Year Granted ($)(c)

Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year Measured From Prior Year-End to Vesting Date ($)(d)

Total Equity Award Adjustments ($)

 

2025

(1,387,230)

1,783,866

655,606

12,224

88,371

1,152,837

2024

(1,151,501)

1,423,107

462,114

6,054

93,415

833,189

2023

(1,062,762)

862,452

(305,478)

45,198

(460,590)

2022

(975,188)

939,752

93,755

58,985

117,304

2021

(875,182)

1,054,927

232,428

23,865

436,038

 

(a)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to the NEO during the year indicated.
(b)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to the NEO during the two years preceding the year indicated.
(c)
As of December 31, 2024, Mr. Farber was deemed “retirement eligible.” Accordingly, during the years indicated, this amount includes the portion of Mr. Farber’s 2024 or 2025 TBRSU award, as applicable, that was accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with Mr. Farber qualifying as retirement-eligible during the applicable years. As of December 31, 2025, Messrs. Salvatore and Kerrigan were deemed “retirement eligible.” Accordingly, during 2025, this amount also includes portions of Messrs. Salvatore’s and Kerrigan’s 2025 TBRSU awards that were accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with their qualifying as retirement-eligible during 2025.
(d)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to the NEO during the third year prior to the year indicated. As of December 31, 2024, Mr. Farber was deemed “retirement eligible.” Accordingly, for 2024 this includes the portions of his 2022 and 2023 TBRSU awards that were accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with his qualifying as “retirement eligible” in 2024. As of December 31, 2025, Messrs. Salvatore and Kerrigan were deemed “retirement eligible.” Accordingly, for 2025 this includes the portions of each of their 2023 and 2024 TBRSU awards that were accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with their qualifying as “retirement eligible” in 2025.

 

Effective December 31, 2004, benefits under our defined benefit plan were frozen. Accordingly, no adjustments have been included for changes in the actuarial present value of the defined benefit pension plans.

(6)
Assumes $100 invested in THG common stock on December 31, 2020, the last trading day before the start of 2021, through the last trading day for the applicable year in the table, including reinvestment of dividends.
(7)
Assumes $100 invested in the S&P 500 Property & Casualty Insurance Index, the index used for purposes of Item 201(e) of Regulation S-K and the peer group chosen for purposes of the TSR calculation under SEC rules, on December 31, 2020, the last trading day before the start of 2021, through the last trading day for the applicable year in the table, including reinvestment of dividends. Peer group TSR is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated.
(8)
Net income as reported for each year in the Company’s Form 10-K.
(9)
This financial measure is a non-GAAP financial measure. Reconciliation to the most directly comparable GAAP measure, income from continuing operations, and/or explanations of how we calculate this measure is contained in Appendix A to this Proxy Statement, which is incorporated herein by reference.
       
Company Selected Measure Name Ex-Cat Operating Income        
Named Executive Officers, Footnote
(1)
The amounts in this column reflect the amounts reported in the “Total” column of the Summary Compensation Table for Mr. Roche, our Chief Executive Officer, for each of the periods presented.
       
Peer Group Issuers, Footnote
(7)
Assumes $100 invested in the S&P 500 Property & Casualty Insurance Index, the index used for purposes of Item 201(e) of Regulation S-K and the peer group chosen for purposes of the TSR calculation under SEC rules, on December 31, 2020, the last trading day before the start of 2021, through the last trading day for the applicable year in the table, including reinvestment of dividends. Peer group TSR is weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated.
       
PEO Total Compensation Amount $ 10,486,571 $ 9,550,596 $ 7,721,129 $ 6,826,023 $ 6,773,668
PEO Actually Paid Compensation Amount $ 15,442,248 13,063,736 5,788,287 7,254,520 8,437,307
Adjustment To PEO Compensation, Footnote
(2)
“Compensation actually paid” as set forth in this column is calculated in accordance with rules prescribed under Item 402(v) and does not reflect the actual amounts earned or that may be earned by the applicable NEO. The amounts set forth may be more or less than the value actually realized by an NEO based upon, among other things, the value of our Common Stock at the time of vesting of stock awards or exercise of options held by the NEO, whether the Company achieves certain performance goals in respect of such awards and/or whether such equity awards actually vest.
       
Non-PEO NEO Average Total Compensation Amount $ 3,358,996 3,068,602 2,458,068 2,234,298 2,230,923
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,511,833 3,901,791 1,997,478 2,351,602 2,666,961
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The amounts in this column reflect the average of the amounts reported in the “Total” column of the Summary Compensation Table for the Company’s NEOs as a group (excluding the CEO) for each period presented. The non-CEO NEOs included for purposes of computing the amounts in this column for all years presented are Messrs. Farber, Lavey, Salvatore and Kerrigan.
       
Compensation Actually Paid vs. Total Shareholder Return

Relationship Between Compensation Actually Paid to Metrics Identified in the Pay Versus Performance Table

 

img155528341_26.jpg

       
Compensation Actually Paid vs. Net Income

img155528341_27.jpg

       
Compensation Actually Paid vs. Company Selected Measure

Principal Financial Metrics We Use to Link Compensation Actually Paid to Company Performance for 2025

The principal financial metrics that we use to link compensation actually paid to our performance for 2025, as further described in the CD&A beginning on page 27, are as follows:

Financial Performance Measures

Ex-Cat Operating Income (1)(2)

Pre-Tax Operating Income (2)

Relative Total Shareholder Return (3)

Adjusted Operating ROE (2)(4)

(1)
Company selected measure as noted in the above Pay Versus Performance Table.
(2)
Each of these financial measures is a non-GAAP financial measure. Definitions and, where required, reconciliations to the most directly comparable GAAP measure are contained in Appendix A to this Proxy Statement, which is incorporated herein by reference.
(3)
For purposes of our executive compensation programs we measure Relative Total Shareholder Return over a three-year period. Please see the “Long-Term Incentive Compensation” section in the CD&A beginning on page 27 for more information. For the three-year performance period ending in 2025, we measured our total shareholder return against the following 23 peer companies. We chose these companies because we believed at the beginning of the performance period that they were most representative of the companies against which we compete for capital/business.

• American Financial Group, Inc.

• American International Group, Inc.

• Argo Group International Holdings Ltd.

• AXIS Capital Holdings Limited

• Chubb Limited

• Cincinnati Financial Corporation

• CNA Financial Corporation

• Mercury Group Corporation

• Old Republic International Corporation

• ProAssurance Corporation

• RLI Corp

• Safety Insurance Group, Inc.

• Selective Insurance Group, Inc.

• The Allstate Corporation

• Donegal Group Inc.

• The Hartford Insurance Group, Inc.

• Horace Mann Educators Corporation

• The Travelers Companies, Inc.

• James River Group Holdings, Ltd.

• Kemper Corporation

• Markel Group Inc.

• United Fire Group, Inc.

• W.R. Berkley Corporation

(4)
For purposes of our executive compensation programs we measure the average Adjusted Operating ROE over a three-year period. Please see the “Long-Term Incentive Compensation” section in the CD&A beginning on page 27 for more information.
       
Total Shareholder Return Vs Peer Group
(6)
Assumes $100 invested in THG common stock on December 31, 2020, the last trading day before the start of 2021, through the last trading day for the applicable year in the table, including reinvestment of dividends.
       
Total Shareholder Return Amount $ 175.72 145.64 111.5 120.69 114.51
Peer Group Total Shareholder Return Amount 234.32 212.86 157.12 141.79 119.28
Net Income (Loss) $ 662,500,000 $ 426,000,000 $ 35,300,000 $ 116,000,000 $ 418,700,000
PEO Name Mr. Roche Mr. Roche Mr. Roche Mr. Roche Mr. Roche
Additional 402(v) Disclosure
(3)
The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are as set forth in the following table. For the periods covered, no dividends or other earnings were paid on outstanding and unvested awards. Each of Mr. Roche’s outstanding RSUs accrue dividend equivalents in the form of additional RSUs that are not paid unless and until the underlying award vests and becomes payable. The value of dividend equivalents is reflected in the values set forth below. Moreover, while certain PBRSUs that vested during the applicable year may have vested at levels below or above target, no awards were forfeited in their entirety due to a failure to meet threshold payout levels. The valuation assumptions used to calculate the fair values of PBRSUs reflect the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the CHCC as of the applicable vesting date). The valuation assumptions used to calculate fair values attributable to TBRSUs and PBRSUs, as applicable, did not materially differ from those used in our disclosures of fair value as of the grant date. The valuation assumptions used to calculate fair values attributable to Options also did not materially differ from those used in our disclosures of fair value as of the grant date, other than for an adjustment for moneyness, as applicable.

 

Year

Deductions from Summary Compensation Table ($)

Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During Year ($)(a)

Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)(b)

Fair Value as of Vesting Date of Equity Awards that Vested During the Same Year Granted ($)(c)

Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year Measured From Prior Year-End to Vesting Date ($)(d)

Total Equity Award Adjustments ($)

 

2025

(6,003,580)

7,701,547

2,837,685

71,018

349,007

4,955,677

2024

(5,005,617)

6,146,332

1,944,553

66,958

360,914

3,513,140

2023

(4,600,133)

3,687,677

(1,228,420)

45,533

162,501

(1,932,842)

2022

(3,960,266)

3,815,952

346,063

226,748

428,497

2021

(3,500,384)

4,218,774

861,727

83,522

1,663,639

(a)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to Mr. Roche during the year indicated.
(b)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to Mr. Roche during the two years preceding the year indicated.
(c)
As of December 31, 2023, Mr. Roche was deemed “retirement eligible.” Accordingly, during the years indicated, this amount includes the portion of his 2023, 2024 or 2025 TBRSU award, as applicable, that was accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with Mr. Roche qualifying as retirement-eligible during the applicable year.
(d)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to Mr. Roche during the third year prior to the year indicated. Additionally, as of December 31, 2023, Mr. Roche was deemed “retirement eligible.” Accordingly, for 2023 this includes the portion of his 2022 TBRSU award that was accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with his qualifying as “retirement eligible” in 2023.

 

Mr. Roche does not participate in our frozen defined benefit plan. Accordingly, no adjustments have been included for changes in the actuarial present value of defined benefit pension plans.

(5)
The amounts deducted or added in calculating the equity award adjustments required under Item 402(v) are as set forth in the following table. Each of the numbers is expressed as an average for all NEOs, other than the CEO, for the periods presented. For the periods covered, no dividends or other earnings were paid on outstanding and unvested awards. Outstanding RSUs accrue dividend equivalents in the form of additional RSUs that are not paid unless and until the underlying award vests and becomes payable. The value of dividend equivalents is reflected in the values set forth below. Moreover, while certain PBRSUs that vested during the applicable year may have vested at levels below or above target, no awards were forfeited in their entirety due to a failure to meet threshold payout levels. The valuation assumptions used to calculate the fair values of PBRSUs reflect the probable outcome of the performance conditions as of the applicable measuring date (or actual performance results approved by the CHCC as of the applicable vesting date). The valuation assumptions used to calculate fair values attributable to TBRSUs and PBRSUs, as applicable, did not materially differ from those used in our disclosures of fair value as of the grant date. The valuation assumptions used to calculate fair values attributable to Options also did not materially differ from those used in our disclosures of fair value as of the grant date, other than for an adjustment for moneyness, as applicable.

 

Year

Deductions from Summary Compensation Table ($)

Year-End Fair Value of Outstanding and Unvested Equity Awards Granted During Year ($)(a)

Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)(b)

Fair Value as of Vesting Date of Equity Awards that Vested During the Same Year Granted ($)(c)

Change in Fair Value of Equity Awards Granted in Prior Years that Vested During the Year Measured From Prior Year-End to Vesting Date ($)(d)

Total Equity Award Adjustments ($)

 

2025

(1,387,230)

1,783,866

655,606

12,224

88,371

1,152,837

2024

(1,151,501)

1,423,107

462,114

6,054

93,415

833,189

2023

(1,062,762)

862,452

(305,478)

45,198

(460,590)

2022

(975,188)

939,752

93,755

58,985

117,304

2021

(875,182)

1,054,927

232,428

23,865

436,038

 

(a)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to the NEO during the year indicated.
(b)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to the NEO during the two years preceding the year indicated.
(c)
As of December 31, 2024, Mr. Farber was deemed “retirement eligible.” Accordingly, during the years indicated, this amount includes the portion of Mr. Farber’s 2024 or 2025 TBRSU award, as applicable, that was accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with Mr. Farber qualifying as retirement-eligible during the applicable years. As of December 31, 2025, Messrs. Salvatore and Kerrigan were deemed “retirement eligible.” Accordingly, during 2025, this amount also includes portions of Messrs. Salvatore’s and Kerrigan’s 2025 TBRSU awards that were accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with their qualifying as retirement-eligible during 2025.
(d)
Includes values attributable to TBRSUs, PBRSUs and Options, as applicable, granted to the NEO during the third year prior to the year indicated. As of December 31, 2024, Mr. Farber was deemed “retirement eligible.” Accordingly, for 2024 this includes the portions of his 2022 and 2023 TBRSU awards that were accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with his qualifying as “retirement eligible” in 2024. As of December 31, 2025, Messrs. Salvatore and Kerrigan were deemed “retirement eligible.” Accordingly, for 2025 this includes the portions of each of their 2023 and 2024 TBRSU awards that were accelerated and withheld to pay FICA tax withholding obligations (and income taxes due on the amounts withheld) due in connection with their qualifying as “retirement eligible” in 2025.

 

Effective December 31, 2004, benefits under our defined benefit plan were frozen. Accordingly, no adjustments have been included for changes in the actuarial present value of the defined benefit pension plans.

       
Company Selected Measure Amount $ 1,209,300,000 $ 1,026,000,000 $ 795,700,000 $ 687,700,000 $ 834,900,000
Measure:: 1          
Pay vs Performance Disclosure          
Name Ex-Cat Operating Income        
Non-GAAP Measure Description
(9)
This financial measure is a non-GAAP financial measure. Reconciliation to the most directly comparable GAAP measure, income from continuing operations, and/or explanations of how we calculate this measure is contained in Appendix A to this Proxy Statement, which is incorporated herein by reference.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Pre-Tax Operating Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative Total Shareholder Return        
Measure:: 4          
Pay vs Performance Disclosure          
Name Adjusted Operating ROE        
PEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 4,955,677 3,513,140 (1,932,842) 428,497 1,663,639
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (6,003,580) (5,005,617) (4,600,133) (3,960,266) (3,500,384)
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 7,701,547 6,146,332 3,687,677 3,815,952 4,218,774
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 2,837,685 1,944,553 (1,228,420) 346,063 861,727
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 71,018 66,958 45,533    
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 349,007 360,914 162,501 226,748 83,522
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,152,837 833,189 (460,590) 117,304 436,038
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 (1,387,230) (1,151,501) (1,062,762) (975,188) (875,182)
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 1,783,866 1,423,107 862,452 939,752 1,054,927
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 655,606 462,114 (305,478) 93,755 232,428
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 12,224 6,054      
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 $ 88,371 $ 93,415 $ 45,198 $ 58,985 $ 23,865
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Feb. 25, 2025
USD ($)
shares
$ / shares
Rate
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure

We do not have any formal programs, plans or practices with respect to the timing of our equity award grants in coordination with the release of material, non-public information. Most of our equity awards, including stock options, are made annually during the first quarter at the time the CHCC makes its annual executive compensation decisions. The date of this meeting is usually set well in advance and is not chosen to coincide with the release of material, non-public information. The exercise price of all options equals the closing price per share of our Common Stock, as reported on the NYSE on the date of grant.

Equity awards made to executive officers, including each of our NEOs, must be specifically approved by the CHCC, subject, with respect to the CEO, to approval by the CID. For annual equity awards made to other employees, the CHCC approves an aggregate number and type of award available for issuance. These awards are then distributed as determined by our CEO based on recommendations from other members of management.

Off-cycle awards are generally made only in connection with new hires, promotions, or as needed to retain or reward an employee and must be approved by the CHCC for any executive officer. None of our NEOs received an off-cycle award during 2025.

The following table presents information required by Item 402(x)(2) of Regulation S-K regarding stock options issued to our NEOs in fiscal year 2025 during the period beginning four business days before and ending one business day after the filing of the Company’s Annual Report on Form 10-K with the SEC:

 

Name

Grant Date

Number of securities
underlying the award

Exercise price of the award ($/Sh)

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

 

 

John C. Roche

2/25/25

 

39,629

 

161.82

 

1,400,023

3.4%

Jeffrey M. Farber

2/25/25

 

14,154

 

161.82

 

500,033

3.4%

Richard W. Lavey

2/25/25

 

9,377

 

161.82

 

331,281

3.4%

Bryan J. Salvatore

2/25/25

 

8,139

 

161.82

 

287,535

3.4%

Dennis F. Kerrigan

2/25/25

 

4,954

 

161.82

 

175,026

3.4%

 
Award Timing Method

We do not have any formal programs, plans or practices with respect to the timing of our equity award grants in coordination with the release of material, non-public information. Most of our equity awards, including stock options, are made annually during the first quarter at the time the CHCC makes its annual executive compensation decisions. The date of this meeting is usually set well in advance and is not chosen to coincide with the release of material, non-public information. The exercise price of all options equals the closing price per share of our Common Stock, as reported on the NYSE on the date of grant.

 
Award Timing Predetermined true  
Award Timing MNPI Considered true  
Award Timing, How MNPI Considered

Equity awards made to executive officers, including each of our NEOs, must be specifically approved by the CHCC, subject, with respect to the CEO, to approval by the CID. For annual equity awards made to other employees, the CHCC approves an aggregate number and type of award available for issuance. These awards are then distributed as determined by our CEO based on recommendations from other members of management.

 
Awards Close in Time to MNPI Disclosures, Table

The following table presents information required by Item 402(x)(2) of Regulation S-K regarding stock options issued to our NEOs in fiscal year 2025 during the period beginning four business days before and ending one business day after the filing of the Company’s Annual Report on Form 10-K with the SEC:

 

Name

Grant Date

Number of securities
underlying the award

Exercise price of the award ($/Sh)

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

 

 

John C. Roche

2/25/25

 

39,629

 

161.82

 

1,400,023

3.4%

Jeffrey M. Farber

2/25/25

 

14,154

 

161.82

 

500,033

3.4%

Richard W. Lavey

2/25/25

 

9,377

 

161.82

 

331,281

3.4%

Bryan J. Salvatore

2/25/25

 

8,139

 

161.82

 

287,535

3.4%

Dennis F. Kerrigan

2/25/25

 

4,954

 

161.82

 

175,026

3.4%

 
John C. Roche    
Awards Close in Time to MNPI Disclosures    
Name   John C. Roche
Underlying Securities | shares   39,629
Exercise Price | $ / shares   $ 161.82
Fair Value as of Grant Date | $   $ 1,400,023
Underlying Security Market Price Change | Rate   3.40%
Jeffrey M. Farber    
Awards Close in Time to MNPI Disclosures    
Name   Jeffrey M. Farber
Underlying Securities | shares   14,154
Exercise Price | $ / shares   $ 161.82
Fair Value as of Grant Date | $   $ 500,033
Underlying Security Market Price Change | Rate   3.40%
Richard W.Lavey    
Awards Close in Time to MNPI Disclosures    
Name   Richard W. Lavey
Underlying Securities | shares   9,377
Exercise Price | $ / shares   $ 161.82
Fair Value as of Grant Date | $   $ 331,281
Underlying Security Market Price Change | Rate   3.40%
Bryan J. Salvatore    
Awards Close in Time to MNPI Disclosures    
Name   Bryan J. Salvatore
Underlying Securities | shares   8,139
Exercise Price | $ / shares   $ 161.82
Fair Value as of Grant Date | $   $ 287,535
Underlying Security Market Price Change | Rate   3.40%
Dennis F. Kerrigan    
Awards Close in Time to MNPI Disclosures    
Name   Dennis F. Kerrigan
Underlying Securities | shares   4,954
Exercise Price | $ / shares   $ 161.82
Fair Value as of Grant Date | $   $ 175,026
Underlying Security Market Price Change | Rate   3.40%
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