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2026 Proxy Statement
Our Mission
Notice of Annual Meeting of Stockholders
Table of Contents
Forward-Looking Statements
Proxy Summary
- Board of Directors
- Sustainability Achievements
- Corporate Governance Strengths
- Executive Compensation Highlights
Election of Directors
Proposal 1 - Election of Directors
- Director Biographies
Denice M. Torres
Aimee S. Weisner
Mark J. Foley
David F. Hoffmeister
Gilbert H. Kliman, M.D.
Thomas W. Burns
Marc A. Stapley
Leana S. Wen, M.D.
- Board Skill Matrix
- Board Attributes
Director Compensation
Corporate Governance
Corporate Governance Guidelines
Stockholder Engagement
Director Independence
Board Leadership Structure
Board Tenure and Refreshment
Committees of the Board of Directors
Meetings and Attendance
The Board's Role in Risk Oversight
Succession Planning
Governance Practices
Board Evaluation Process
Overboarding Policy
Consideration of Director Candidates
Director Onboarding and Education
Communications with the Board of Directors
Policy on Insider Trading and Tipping
Policy on Pledging and Hedging of Company Shares
Code of Business Conduct and Ethics
Sustainability
Executive Officers
Executive Officers of the Company
Compensation
Proposal 2 - Advisory Approval of Named Executive Officer Compensation
Executive Compensation
- Compensation Discussion and Analysis
Executive Compensation Highlights
Peer Companies
Base Salary
Annual Bonus
Long-Term Incentives
- Compensation Committee Report
- Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
- 2025 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2025 Fiscal Year-End
- Option Exercises and Stock Vested in Fiscal 2025
- Nonqualified Deferred Compensation Plans
- Potential Payments Upon Termination or Change in Control
- Employee Benefit and Stock Plans
Compensation Committee Interlocks and Insider Participation
CEO Pay Ratio
Pay vs. Performance
Equity Compensation Plan Information
Security Ownership
Security Ownership of Certain Beneficial Owners and Management
Audit Committee
Report of the Audit Committee
Proposal 3 - Ratification of Independent Registered Public Accounting Firm
Additional Information
Transactions with Related Persons
Delinquent Section 16(a) Reports
Proposals of Stockholders and Director Nominations for 2027 Annual Meeting
Other Matters
Annual Report to Stockholders
Virtual Annual Meeting
Questions and Answers About the Proxy Materials and Annual Meeting
Appendix A - GAAP to Non-GAAP Reconciliation
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2026 Proxy Statement
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Page 33 of 89
2026 Proxy Statement
Our Mission
Notice of Annual Meeting of Stockholders
Table of Contents
Forward-Looking Statements
Proxy Summary
- Board of Directors
- Sustainability Achievements
- Corporate Governance Strengths
- Executive Compensation Highlights
Election of Directors
Proposal 1 - Election of Directors
- Director Biographies
Denice M. Torres
Aimee S. Weisner
Mark J. Foley
David F. Hoffmeister
Gilbert H. Kliman, M.D.
Thomas W. Burns
Marc A. Stapley
Leana S. Wen, M.D.
- Board Skill Matrix
- Board Attributes
Director Compensation
Corporate Governance
Corporate Governance Guidelines
Stockholder Engagement
Director Independence
Board Leadership Structure
Board Tenure and Refreshment
Committees of the Board of Directors
Meetings and Attendance
The Board's Role in Risk Oversight
Succession Planning
Governance Practices
Board Evaluation Process
Overboarding Policy
Consideration of Director Candidates
Director Onboarding and Education
Communications with the Board of Directors
Policy on Insider Trading and Tipping
Policy on Pledging and Hedging of Company Shares
Code of Business Conduct and Ethics
Sustainability
Executive Officers
Executive Officers of the Company
Compensation
Proposal 2 - Advisory Approval of Named Executive Officer Compensation
Executive Compensation
- Compensation Discussion and Analysis
Executive Compensation Highlights
Peer Companies
Base Salary
Annual Bonus
Long-Term Incentives
- Compensation Committee Report
- Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
- 2025 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2025 Fiscal Year-End
- Option Exercises and Stock Vested in Fiscal 2025
- Nonqualified Deferred Compensation Plans
- Potential Payments Upon Termination or Change in Control
- Employee Benefit and Stock Plans
Compensation Committee Interlocks and Insider Participation
CEO Pay Ratio
Pay vs. Performance
Equity Compensation Plan Information
Security Ownership
Security Ownership of Certain Beneficial Owners and Management
Audit Committee
Report of the Audit Committee
Proposal 3 - Ratification of Independent Registered Public Accounting Firm
Additional Information
Transactions with Related Persons
Delinquent Section 16(a) Reports
Proposals of Stockholders and Director Nominations for 2027 Annual Meeting
Other Matters
Annual Report to Stockholders
Virtual Annual Meeting
Questions and Answers About the Proxy Materials and Annual Meeting
Appendix A - GAAP to Non-GAAP Reconciliation
2026 Proxy Statement
2026 Proxy Statement
Our Mission
Notice of Annual Meeting of Stockholders
Table of Contents
Forward-Looking Statements
Proxy Summary
- Board of Directors
- Sustainability Achievements
- Corporate Governance Strengths
- Executive Compensation Highlights
Election of Directors
Election of Directors
Proposal 1 - Election of Directors
- Director Biographies
Denice M. Torres
Aimee S. Weisner
Mark J. Foley
David F. Hoffmeister
Gilbert H. Kliman, M.D.
Thomas W. Burns
Marc A. Stapley
Leana S. Wen, M.D.
- Board Skill Matrix
- Board Attributes
Director Compensation
Corporate Governance
Corporate Governance
Corporate Governance Guidelines
Stockholder Engagement
Director Independence
Board Leadership Structure
Board Tenure and Refreshment
Committees of the Board of Directors
Meetings and Attendance
The Board's Role in Risk Oversight
Succession Planning
Governance Practices
Board Evaluation Process
Overboarding Policy
Consideration of Director Candidates
Director Onboarding and Education
Communications with the Board of Directors
Policy on Insider Trading and Tipping
Policy on Pledging and Hedging of Company Shares
Code of Business Conduct and Ethics
Sustainability
Executive Officers
Executive Officers
Executive Officers of the Company
Compensation
Compensation
Proposal 2 - Advisory Approval of Named Executive Officer Compensation
Executive Compensation
- Compensation Discussion and Analysis
Executive Compensation Highlights
Peer Companies
Base Salary
Annual Bonus
Long-Term Incentives
- Compensation Committee Report
- Summary Compensation Table for Fiscal Years 2025, 2024 and 2023
- 2025 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2025 Fiscal Year-End
- Option Exercises and Stock Vested in Fiscal 2025
- Nonqualified Deferred Compensation Plans
- Potential Payments Upon Termination or Change in Control
- Employee Benefit and Stock Plans
Compensation Committee Interlocks and Insider Participation
CEO Pay Ratio
Pay vs. Performance
Equity Compensation Plan Information
Security Ownership
Security Ownership
Security Ownership of Certain Beneficial Owners and Management
Audit Committee
Audit Committee
Report of the Audit Committee
Proposal 3 - Ratification of Independent Registered Public Accounting Firm
Additional Information
Additional Information
Transactions with Related Persons
Delinquent Section 16(a) Reports
Proposals of Stockholders and Director Nominations for 2027 Annual Meeting
Other Matters
Annual Report to Stockholders
Virtual Annual Meeting
Questions and Answers About the Proxy Materials and Annual Meeting
Appendix A - GAAP to Non-GAAP Reconciliation
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