v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Mar. 03, 2025
USD ($)
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
Our practice is to grant stock options and similar awards in the ordinary course of business in connection with our annual compensation program, hiring new employees, and the retention of employees from time to time. Although we do not have a formal policy with respect to the timing of our equity award grants, we typically grant annual stock options to employees including executive officers at our regularly scheduled first quarter Compensation Committee meeting with the grant date to be effective each March after the public release of earnings for the previous fiscal year. Stock options are granted with an exercise price equal to the closing price of our common stock on the grant date.
We grant annual equity awards to non-employee directors on the date of the annual meeting of stockholders in accordance with our Non-Employee Director Compensation Policy. We do not time the granting of equity awards with any favorable or unfavorable news released by the Company. We do not take material nonpublic information into account when determining the timing and terms of equity awards or for the purpose of affecting the value of executive compensation. Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety.
Consistent with our annual stock option practice described above, during the fiscal year ended December 31, 2025, the Compensation Committee awarded stock options to the NEOs other than Mr. Trizzino in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report (the “Designated Periods”). Pursuant to SEC rules, we are providing the following information relating to the options awarded to such NEOs in the Designated Periods occurring during the fiscal year ended December 31, 2025:
Name
Grant
Date
Number of
Securities
Underlying
the Award
(#)
Exercise
Price
of the
Award
($/share)
Grant Date
Fair Value
of Award
($)
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. Jacobs
3/3/2025676,0007.873,763,292 0.3%
James P. Kelly
3/3/2025194,5007.871,082,782 0.3%
Elaine O’Hara
3/3/2025253,5007.871,411,235 0.3%
Mark J. Casey, J.D.
3/3/2025169,0007.87940,823 0.3%
Ruxandra Draghia-Akli, M.D., Ph.D.
3/3/2025120,0007.87668,040 0.3%
  
Award Timing Predetermined true  
Award Timing MNPI Considered false  
Award Timing, How MNPI Considered We do not time the granting of equity awards with any favorable or unfavorable news released by the Company. We do not take material nonpublic information into account when determining the timing and terms of equity awards or for the purpose of affecting the value of executive compensation. Proximity of any awards to an earnings announcement or other market events is coincidental. In the event material nonpublic information were to become known to the Compensation Committee before the grant of an equity award, the Compensation Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety.
Consistent with our annual stock option practice described above, during the fiscal year ended December 31, 2025, the Compensation Committee awarded stock options to the NEOs other than Mr. Trizzino in the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report (the “Designated Periods”). Pursuant to SEC rules, we are providing the following information relating to the options awarded to such NEOs in the Designated Periods occurring during the fiscal year ended December 31, 2025:
  
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
($/share)
Grant Date
Fair Value
of Award
($)
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. Jacobs
3/3/2025676,0007.873,763,292 0.3%
James P. Kelly
3/3/2025194,5007.871,082,782 0.3%
Elaine O’Hara
3/3/2025253,5007.871,411,235 0.3%
Mark J. Casey, J.D.
3/3/2025169,0007.87940,823 0.3%
Ruxandra Draghia-Akli, M.D., Ph.D.
3/3/2025120,0007.87668,040 0.3%
  
John C. Jacobs [Member] | Employee Stock Option    
Awards Close in Time to MNPI Disclosures    
Name   John C. Jacobs
Underlying Securities   676,000
Exercise Price | $ / shares   $ 7.87
Fair Value as of Grant Date   $ 3,763,292
Underlying Security Market Price Change   0.003
James P. Kelly [Member] | Employee Stock Option    
Awards Close in Time to MNPI Disclosures    
Name   James P. Kelly
Underlying Securities   194,500
Exercise Price | $ / shares   $ 7.87
Fair Value as of Grant Date   $ 1,082,782
Underlying Security Market Price Change   0.003
Elaine O'Hara [Member] | Employee Stock Option    
Awards Close in Time to MNPI Disclosures    
Name   Elaine O’Hara
Underlying Securities   253,500
Exercise Price | $ / shares   $ 7.87
Fair Value as of Grant Date   $ 1,411,235
Underlying Security Market Price Change   0.003
Mark J. Casey, J.D. [Member] | Employee Stock Option    
Awards Close in Time to MNPI Disclosures    
Name   Mark J. Casey, J.D.
Underlying Securities   169,000
Exercise Price | $ / shares   $ 7.87
Fair Value as of Grant Date   $ 940,823
Underlying Security Market Price Change   0.003
Ruxandra Draghia-Akli, M.D., Ph.D. [Member] | Employee Stock Option    
Awards Close in Time to MNPI Disclosures    
Name   Ruxandra Draghia-Akli, M.D., Ph.D.
Underlying Securities   120,000
Exercise Price | $ / shares   $ 7.87
Fair Value as of Grant Date   $ 668,040
Underlying Security Market Price Change   0.003