þ | Filed by the Registrant | ¨ | Filed by a Party other than the Registrant | ||||||||
CHECK THE APPROPRIATE BOX: | |||||||||||
¨ | Preliminary Proxy Statement | ||||||||||
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||||||||
þ | Definitive Proxy Statement | ||||||||||
¨ | Definitive Additional Materials | ||||||||||
¨ | Soliciting Material Pursuant to §240.14a-12 |
PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | ||||||||
þ | No fee required. | |||||||
¨ | Fee paid previously with preliminary materials. | |||||||
¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
IDEXX 2024 PROXY STATEMENT | i |
Jonathan J. Mazelsky President and Chief Executive Officer | Lawrence D. Kingsley Independent Non-Executive Board Chair |
ii | IDEXX 2024 PROXY STATEMENT |
4:30 p.m., Eastern Time | Virtual meeting online via audio webcast at virtualshareholdermeeting.com/IDXX2024 | The Company’s Board of Directors has fixed the close of business on March | |||||||||||||||
Proposal | Board Vote Recommendation | |||||||||||||||||
1 | Election of Directors | FOReach nominee | ||||||||||||||||
2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | ||||||||||||||||
3 | Advisory Vote to Approve Executive Compensation | FOR | ||||||||||||||||
4 | NONE |
IDEXX 2024 PROXY STATEMENT | iii |
iv | IDEXX 2024 PROXY STATEMENT |
Page | |||||||
Shareholder Recommendation and Nomination of Directors | |||||||
Executive Compensation Recovery Policy (Clawback Policy) | |||||
Date and Time Monday, May 6, 2024, 4:30 p.m., Eastern Time | Location Virtual meeting online via audio webcast at www. virtualshareholdermeeting.com/IDXX2024 | Record Date The Company’s Board of Directors (Board) has fixed the close of business on March 8, 2024 as the record date for the determination of shareholders entitled to notice of and to vote at the 2024 Annual Meeting. | |||||||||||||||
By Telephone For registered holders: | 1-800-690-6903+ For beneficial owners: | ||||||||||||||||
By Internet Before the meeting: www.proxyvote.com+ During the meeting: | |||||||||||||||||
meeting.com/IDXX2024+ | By Mail For registered holders: Request a paper proxy card by calling 1-800-579-1639 or send an email | For beneficial owners: Mark, sign and date your |
your Notice of Internet Availability, | |||||||||||
Proposal | Board Vote Recommendation | Page Number for Reference | |||||||||
1 | Election of Directors | FOR each nominee | |||||||||
2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | |||||||||
3 | Advisory Vote to Approve Executive Compensation | FOR | |||||||||
4 | Shareholder Proposal Regarding Simple Majority Vote | NONE |
IDEXX 2024 PROXY STATEMENT | 1 |
OPERATING CASH FLOW | FREE CASH FLOW | ROIC | ||||||||||||
$756 million | $636 million | 59% | ||||||||||||
+17% over 2020 | +18% over 2020 and 85% of net income | |||||||||||||
CAPITAL ALLOCATED TO SHARE REPURCHASES, 2016 – 2021† | ||||||||||||||
$2.2 billion | 11% | $223.26 | ||||||||||||
Capital allocated to share repurchases | Percentage of outstanding shares repurchased | Average share repurchase price | ||||||||||||
01 | Election of Directors To elect | |||||||||||||||||||||||||
The Board of Directors recommends a vote “ | ||||||||||||||||||||||||||
Board Member | Age | Director Since | Audit | Compensation & Talent | Governance & Corporate Responsibility | Finance | ||||||||||||||
Jonathan W. Ayers | 68 | 2002 | l | |||||||||||||||||
Irene Chang Britt | 61 | 2023 | l | l | ||||||||||||||||
Bruce L. Claflin | 72 | 2015 | l | + | ||||||||||||||||
Asha S. Collins, PhD | 48 | 2020 | l | l | ||||||||||||||||
Stuart M. Essig, PhD | 62 | 2017 | l | + | ||||||||||||||||
Daniel M. Junius | 71 | 2014 | + | l | ||||||||||||||||
Lawrence D. Kingsley* | 61 | 2016 | l | l | ||||||||||||||||
Jonathan J. Mazelsky | 63 | 2019 | ||||||||||||||||||
Sam Samad | 54 | 2019 | l | l | ||||||||||||||||
M. Anne Szostak | 73 | 2012 | l | + | ||||||||||||||||
Sophie V. Vandebroek, PhD | 62 | 2013 | l | l |
l | |||||||||||||||||||||||
2 | IDEXX 2024 PROXY STATEMENT |
Gender Diversity | Director Independence | Born/Raised Outside U.S. | ||||||||||||||||||||||||||||||
36% | 91% | 27% | ||||||||||||||||||||||||||||||
of our Directors identify as women | of our Directors were born and raised outside of the U.S. | |||||||||||||||||||||||||||||||
Gender | Race/Ethnicity | Sexual Identity | |||||||||||||||||||||||||||||||||||||||||||||||
Board Member | Male | Female | Asian/Pacific Islander | Black/African American | Caucasian/White | Hispanic/Latinx | Middle-Eastern/North African | Native American | LGBTQ+ | ||||||||||||||||||||||||||||||||||||||||
Jonathan W. Ayers | l | l | |||||||||||||||||||||||||||||||||||||||||||||||
Irene Chang Britt | l | l | |||||||||||||||||||||||||||||||||||||||||||||||
Bruce L. Claflin | l | l | |||||||||||||||||||||||||||||||||||||||||||||||
Asha S. Collins, PhD | l | l | l | ||||||||||||||||||||||||||||||||||||||||||||||
l | l | ||||||||||||||||||||||||||||||||||||||||||||||||
Daniel M. Junius | l | l | |||||||||||||||||||||||||||||||||||||||||||||||
Lawrence D. Kingsley | l | l | |||||||||||||||||||||||||||||||||||||||||||||||
Jonathan J. Mazelsky | l | l | |||||||||||||||||||||||||||||||||||||||||||||||
Sam Samad | l | l | |||||||||||||||||||||||||||||||||||||||||||||||
M. Anne Szostak | l | l | |||||||||||||||||||||||||||||||||||||||||||||||
Sophie V. Vandebroek, PhD | l | l |
IDEXX 2024 PROXY STATEMENT | 3 |
Ayers | Chang Britt | Claflin | Collins | Essig | Junius | Kingsley | Mazelsky | Samad | Szostak | Vandebroek | |||||||||||||||||||||||||||||||||||||||||||||||
Executive Leadership Current or former senior executive | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Acumen Strong understanding of complex financial and accounting topics, internal controls over financial reporting, financial planning and financial statements | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate Governance Experience or expertise in public company governance matters | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate Experience developing and implementing corporate strategy for public or large private companies | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Science, Technology and R&D Experience being accountable for, overseeing, controlling or being responsible for innovation and/or R&D | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Human Capital Management Experience overseeing or being directly involved in managing and | l | l | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
International Business Bringing a global and/or international perspective of diverse business environments, economic conditions, cultures and market opportunities | l | l | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Operations Experience managing complex business operations, including administrative, operational, manufacturing, supply chain and/or commercial activities | l | l | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sustainability Experience with oversight, accountability or responsibility for, or direct involvement with, environmental or social sustainability issues at public or private companies or non-profit organizations | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Digital Experience or expertise in information technology (including data privacy and cybersecurity) or use of technology to facilitate business operations | l | l | l | l | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Corporate Finance Experience in corporate lending or borrowing, capital market transactions, significant mergers or acquisitions, private equity or investment banking | l | l | l | l | l | l | l | l | l | ||||||||||||||||||||||||||||||||||||||||||||||||
Risk Oversight Experience identifying, assessing and managing critical enterprise-level risks | l | l | l |
4 | IDEXX 2024 PROXY |
02 | To ratify the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2024. The Board of Directors recommends a vote “FOR” this item. | |||||||
PROPOSAL TWO | |||||||||||||||||||||||
Ratification of Appointment of Independent Registered Public Accounting Firm To ratify the selection of PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2022. | |||||||||||||||||||||||
Fiscal Years Ended December 31, | |||||||||||||||||||||||
2021 ($) | 2020 ($) | ||||||||||||||||||||||
Audit fees | $ | 2,410,842 | $ | 2,116,625 | |||||||||||||||||||
Audit-related fees | — | — | |||||||||||||||||||||
Tax fees | 2,284,402 | 997,592 | |||||||||||||||||||||
All other fees | 900 | 900 | |||||||||||||||||||||
Total fees | $ | 4,696,144 | $ | 3,115,117 | |||||||||||||||||||
The Board of Directors recommends a vote “FOR” this item | |||||||||||||||||||||||
Refer to page 47 for further information about our independent auditors |
Fiscal Years Ended December 31, | ||||||||
2023 ($) | 2022 ($) | |||||||
Audit fees | 2,501,257 | 2,759,249 | ||||||
Audit-related fees | — | — | ||||||
Tax fees | 273,485 | 1,294,024 | ||||||
All other fees | 2,000 | 900 | ||||||
Total fees | 2,776,742 | 4,054,173 |
03 | Advisory Vote to Approve Executive Compensation (“say-on-pay”) To approve, on an advisory (non-binding) basis, the compensation of our named executive officers (NEOs) as disclosed in this Proxy Statement. | |||||||||||||
The Board of Directors recommends a vote“ | ||||||||||||||
Refer to the discussion under “Our Executive Compensation Program” below and the discussion beginning on page | ||||||||||||||
04 | Shareholder Proposal Regarding Simple Majority Vote To approve a shareholder proposal requesting the Board take the necessary steps to replace each supermajority voting provision in our certificate of incorporation and amended and restated bylaws with a simple majority vote standard. The Board of Directors makes no voting recommendation with respect to this shareholder proposal. | |||||||
IDEXX 2024 PROXY STATEMENT | 5 |
Revenue | Operating Profit | Diluted Earnings Per Share | ||||||||||||||||||||||||||||||
$3.7B | $1.1B | $10.06 | ||||||||||||||||||||||||||||||
+9% over 2022 and +9% organic revenue growth over 2022 | +22% over 2022 | +25% over 2022 | ||||||||||||||||||||||||||||||
+10% growth in CAG Diagnostics recurring revenue, or +10.5% organic revenue growth, over 2022 | 30% of revenue ▪330 bps higher than 2022 on reported basis ▪390 bps higher than 2022 on comparable basis2 | +29% over 2022 on comparable basis3 | ||||||||||||||||||||||||||||||
Operating Cash Flow4 | Free Cash Flow4 | ROIC | ||||||||||||||||||||||||||||||
$907M | $773M | 47.5% | ||||||||||||||||||||||||||||||
+67% higher than 2022 | +96% higher than 2022 and 91% of net income | |||||||||||||||||||||||||||||||
Capital Allocated to Share Repurchases, 2019 - 20235 | ||||||||||||||||||||||||||||||||
$2.1B | 6% | $397 | ||||||||||||||||||||||||||||||
Capital allocated to share repurchases | Percentage of outstanding shares repurchased | Average share repurchase price | ||||||||||||||||||||||||||||||
6 | IDEXX 2024 PROXY STATEMENT |
Revenue Growth 10%+ | + | Operating Margin Expansion 50 – 100 bps | + | Capital Allocation Leverage 1% – 2% Incremental EPS Growth | è | Long-Term EPS Growth Potential 15% – 20% |
IDEXX 2024 PROXY STATEMENT | 7 |
Highly Attractive Global Pet Healthcare Factors and Trends +The enduring pet-owner bond, which is strengthening across successive generations of pet owners. +Pet owners’ ever-increasing desire to support the health and well-being of companions that many consider part of their families and their willingness to commit their time and money toward veterinary care. +Growth in the global pet population, which accelerated during the pandemic. +Increasing average life expectancy of dogs and cats. +Veterinary care providers’ ever-advancing ability and intent to provide a high medical standard of care, including increased focus on services offered within the clinic. +New veterinary care delivery models, such as curbside concierge service and telehealth, which increase access to patient care and support clinical visit growth. +Our diagnostic and software innovations that: ◦Expand veterinarians’ medical toolkit, including artificial intelligence-powered diagnostic insights and support. ◦Enable pets — who cannot speak for themselves — to communicate more precisely their health status and problems. ◦Support increased productivity and efficiency in veterinary clinic practices and more effective, technology-enabled engagement with pet owners. | ||||||||
8 | IDEXX 2024 PROXY STATEMENT |
01 | 03 | 05 | ||||||||||||||||||
CAG Diagnostic Innovations +Instrument Platform Development +Differentiated Assay Discovery and Development | IDEXX Preventive Care | Helping Address Veterinary Practice Capacity Constraints | ||||||||||||||||||
02 | 04 | 06 | ||||||||||||||||||
Customer-Facing Software, Data and Connectivity Innovations | Helping Veterinarians Diagnose and Treat Cancer in Our Pets | Expanded Global Customer Engagement and Commercial Capabilities | ||||||||||||||||||
IDEXX 2024 PROXY STATEMENT | 9 |
2023 Global Premium Instrument Placements +~8,600 Catalyst instruments, for a global installed base of ~69,100 instruments. +~7,600 premium hematology instruments driven by continued interest in our ProCyte One analyzers, for a global installed base of ~47,800 instruments. +~2,700 SediVue Dx analyzers, for a global installed base of ~18,100 analyzers. | ||||||||
10 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 11 |
12 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 13 |
Base Salary | Annual Performance-Based Cash Bonus | Equity-Based Long-Term Incentive Compensation (LTI) | ||||||
At Risk* | ||||||||
*at risk combines Annual Performance-Based Cash Bonus |
14 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 15 |
16 | IDEXX 2024 PROXY STATEMENT |
Selected Governance Accomplishments Since January 2023 +Implemented a data management software solution to support the efficiency and governance of +Elected and | ||||||||
IDEXX 2024 PROXY STATEMENT | 17 |
The Board of Directors recommends that you vote “FOR” the election of Ms. Irene Chang Britt, Mr. Bruce L. Claflin, Dr. Asha S. Collins and Mr. Sam Samad. |
18 | IDEXX 2024 PROXY STATEMENT |
Experience Campbell Soup Company +President/Divisional CEO, Pepperidge Farm Ltd. (2012 – 2015) +Senior Vice President, Global Baking and Snacking (2012 – 2015) +Senior Vice President and Chief Strategy Officer (2010 – 2012) +President, Foodservice, North America (2008 – 2010) +Vice President and General Manager, Sauces and Beverages (2005 – 2008) Kraft Foods, Inc. +Senior Vice President and General Manager, Salted Snacks (2004 – 2005) +Vice President, Snacks (2001 – 2004) +Vice President and Leader, Biscuits and Snacks, Canada (2000 – 2001) Qualifications +Human Capital Management: Deep understanding of human capital management and executive compensation matters gained through her general management roles, including as President/Divisional CEO of Pepperidge Farm, and her extensive public company board experience, including service as chair of human capital and compensation committees. +Operations: Experience managing the business operations at complex organizations, including operational, manufacturing, supply chain and commercial activities, developed through senior executive operational roles at Campbell Soup Company and Kraft Foods, Inc. +Corporate Strategy: Experience developing and implementing corporate strategy in the highly competitive food and snack industry in her numerous leadership roles at Campbell Soup Company and Kraft Foods, Inc. +Ms. Chang Britt also brings significant executive leadership, financial acumen, corporate governance, science, technology and R&D, international business, digital, corporate finance and risk oversight skills and experience to the Board. Education +BA, Anthropology, University of Toronto +MBA, University of Western Ontario | ||||||||||||||
Irene Chang Britt Retired President/Divisional CEO, Pepperidge Farm Ltd. and Senior VP, Global Baking and Snacking, Campbell Soup Company Independent Director Age: 61 Director since: July 2023 Committees: Audit Compensation and Talent Other current public company director service: +First Watch Restaurant Group, Inc. (since Jul. 2023) +Victoria Secret & Co. (since Aug. 2021) Former public company director service: +Brighthouse Financial, Inc. (Aug. 2017 - Aug. 2023) +TerraVia Holdings, Inc. (Mar. 2016 - 2018) +Tailored Brands Inc. (Dec. 2015 - Dec. 2020) +Dunkin’ Brand Group, Inc. (May 2014 - Dec. 2020) +Sunoco, Inc. (Nov. 2011 - Oct. 2012) | ||||||||||||||
IDEXX 2024 PROXY STATEMENT | 19 |
Experience 3Com Corporation +President, Chief Executive Officer, and member of the board of directors (January 2001 – 2006) +President, Chief Operating Officer (August 1998 – January 2001) Digital Equipment Corporation +Senior Vice President, Sales and Marketing (1997 – 1998) +Vice President and General Manager, PC Business Unit (1995 – 1997) International Business Machines Corporation (IBM) +Various senior management and executive positions (1973 – 1995) Qualifications +Corporate Governance: Substantial knowledge and experience gained through his public and private company board service, including as chairman of the board of Advanced Micro Devices, Inc. for approximately seven years and as Chair of our Governance and Corporate Responsibility Committee. +International Business: Experience engaging in international business transactions during his time as President and Chief Executive Officer of 3Com where he established a joint venture in China in partnership with a leading Chinese global telecom solutions provider and at IBM where he lived and worked in Hong Kong and Tokyo and was responsible for IBM’s Asia/South Pacific Area. +Digital: Deep understanding of advanced technology and how it may be utilized to further our corporate strategies and objectives, gained from his senior executive roles at other high-technology companies. +Mr. Claflin also brings significant executive leadership, corporate strategy, financial acumen, science, technology and R&D, operations, human capital management, corporate finance and risk oversight skills and experience to the Board. Education +BA, Political Science, Pennsylvania State University | ||||||||||||||
Retired President and Chief Executive Officer, 3Com Corporation Independent Director Age: 72 Director since: July 2015 Committees: Audit Governance and Corporate Responsibility (Chair) Other current public company director service: +Ciena Corporation (since Aug. 2006) Former public company director service: +Advanced Micro Devices, Inc. (2003 - 2017) (Chairman, 2009 - 2016) +3Com Corporation (2001 - 2006) +Time Warner Telecom (2000 - 2003) | ||||||||||||||
20 | IDEXX 2024 PROXY STATEMENT |
Experience DNAnexus, Inc. +Senior Vice President, General Manager of Biobanks (since August 2021) Genentech, Inc. (a subsidiary of Roche Holding A.G.) +Head of U.S. Clinical Operations (May 2018 – June 2021) McKesson Corporation +Vice President of Clinical Sourcing and Business Development (November 2015 – March 2018) +Senior Director, Corporate Strategy and Business Development (September 2014 – November 2015) Quintiles +Principal Consultant (2011 – 2014) Deloitte Consulting +Manager (2008 – 2011) Other Experience +Selected as a Health Innovators fellow by The Aspen Institute in July 2019 Qualifications +Science, Technology and R&D: Significant experience overseeing scientific innovation and research development efforts in the healthcare field, developed during her tenure as General Manager of Biobanks at DNAnexus, Inc., a cloud-based genome informatics and data management company that leverages a multiomics and multimodal cloud-based platform to fuel scientific discovery and innovation, and previously as the Head of U.S. Clinical Operations at Genentech, a biotechnology company. +Operations: Valuable experience managing complex business operations, gained as a result of leadership positions held at various life science and healthcare companies, including as Head of U.S. Clinical Operations for Genentech, Inc. and as General Manager of Biobanks at DNAnexus, Inc., where she established and continues to scale the global operations and commercialization of the data analysis business. +Corporate Strategy: Significant experience developing and implementing corporate strategy, including in her role as Senior Director, Corporate Strategy and Business Development at McKesson Corporation and as General Manager of Biobanks at DNAnexus, Inc. +Dr. Collins also brings significant corporate governance, executive leadership, digital, international business and risk oversight skills and experience to the Board. Education +BS, Biology, University of Pittsburgh +PhD, Cancer Biology and Microbiology, University of Wisconsin-Madison | ||||||||||||||
Asha S. Collins, PhD Senior Vice President, General Manager of Biobanks, DNAnexus, Inc. Independent Director Age: 48 Director since: November 2020 Committees: Finance Governance and Corporate Responsibility | ||||||||||||||
IDEXX 2024 PROXY STATEMENT | 21 |
Experience Quest Diagnostics Incorporated +Executive Vice President and Chief Financial Officer (since July 2022) Illumina, Inc. +Senior Vice President and Chief Financial Officer (January 2017 – July 2022) Cardinal Health, Inc. +Senior Vice President and Corporate Treasurer (February 2012 – January 2017) +Senior Vice President and Chief Financial Officer, Pharmaceutical Segment (2009 – 2012) +Vice President, Healthcare Supply Chain Services (2007 – 2009) Other Experiences +Various finance roles at Eli Lily and Company and PepsiCo, Inc. Qualifications +Financial Acumen: Substantial experience in the review and preparation of financial statements and a strong understanding of complex financial and accounting topics, internal controls over financial reporting and financial planning, gained through his current role as Chief Financial Officer of Quest Diagnostics Incorporated and prior role at Illumina, Inc. +Corporate Finance: Deep experience and knowledge in matters of corporate finance, including capital market transactions and mergers and acquisitions, developed during his long career holding roles of increasing responsibility in the finance field. +International Business: Extensive international operational experience, including during his tenure at Cardinal Health where he had significant leadership responsibility for the China business operations. +Mr. Samad also brings significant executive leadership, corporate governance, corporate strategy, science, technology and R&D, digital, human capital management, operations, sustainability and risk oversight skills and experience to the Board. Education +Bachelor’s Degree in Business Administration (BBA), American University of Beirut +MBA, McMaster University | ||||||||||||||
Sam Samad Executive Vice President and Chief Financial Officer, Quest Diagnostics Incorporated Independent Director Age: 54 Director since: July 2019 Committees: Audit Compensation and Talent | ||||||||||||||
22 | IDEXX 2024 PROXY STATEMENT |
Experience ImmunoGen, Inc. +President and Chief Executive Officer (2009 – 2016) +President and Chief Operating Officer and Acting Chief Financial Officer (July 2008 - December 2008) +Executive Vice President and Chief Financial Officer (2006 – 2008) +Senior Vice President and Chief Financial Officer (2005 – 2006) New England Business Service, Inc. +Executive Vice President and Chief Financial Officer (2002 – 2004) +Senior Vice President and Chief Financial Officer (1998 – 2002) Nashua Corporation +Vice President and Chief Financial Officer (1996 – 1998) +Joined in 1984 and held various financial management positions of increasing responsibility Qualifications +Financial Acumen: Substantial knowledge and experience in the review and preparation of financial statements and a strong understanding of complex financial and accounting topics, internal controls over financial reporting, and financial planning developed over the course of his almost 25 years serving in various financial management roles, including more than a decade as the chief financial officer of various companies. +Science, Technology and R&D: Experience gained as the former Chief Executive Officer and Chief Financial Officer of ImmunoGen, Inc., a then public biotechnology company, which was acquired by AbbVie Inc. in February 2024, that developed targeted anticancer therapeutics, where he was credited with expanding the company’s technology portfolio significantly, as well as from his board service overseeing multiple biotechnology companies. +Corporate Strategy: Deep experience as displayed while at ImmunoGen, Inc., where under his leadership the company transformed from being a research-focused company to one with strong clinical development and manufacturing capabilities. +Risk Oversight: Extensive experience identifying, assessing and managing enterprise-level risk through over 10 years of experience as a public company senior executive and service on numerous public company boards. +Mr. Junius also brings significant executive leadership, corporate governance, human capital management, operations and corporate finance skills and experience to the Board. Education +BA, Political Science, Boston College +MA, Management, Northwestern University’s Kellogg School of Management | ||||||||||||||
Daniel M. Junius Retired President and Chief Executive Officer, ImmunoGen, Inc. Independent Director Age: 71 Director since: March 2014 Committees: Audit (Chair) Finance Other current public company director service: +GlycoMimetics, Inc. (since Mar. 2016) Former public company director service: +ImmunoGen, Inc. (Nov. 2008 – Jun. 2018) +Vitae Pharmaceuticals, Inc. (Jul. 2016 – Oct. 2016) | ||||||||||||||
IDEXX 2024 PROXY STATEMENT | 23 |
Experience Berkshire Partners LLC + Advisory Director (since 2016) Pall Corporation + Chairman (2013 – 2015) + Chief Executive Officer (2011 – 2015) IDEX Corporation + Chief Executive Officer (2005 – 2011) + Chief Operating Officer (2004 – 2005) Danaher Corporation + Corporate Vice President and Group Executive (March 2004 – August 2004) + President of Industrial Controls Group (2002 – 2004) + President of Motion Group, Special Purpose Systems (2001 – 2002) Qualifications +Executive Leadership: Substantial experience leading high-technology, high-growth, multinational public companies as Chief Executive Officer of Pall Corporation, a global supplier of filtration, separations and purification products, and IDEX Corporation, a company specializing in fluid and metering technologies. +Corporate Strategy: Significant experience guiding strategy and transformation in various public company senior executive positions and on numerous public company boards of directors. +Operations: Extensive experience overseeing complex business operations, including operational, manufacturing, supply chain and commercial activities, developed over his extensive career as a senior executive at Pall Corporation, IDEX Corporation and Danaher Corporation. +Mr. Kingsley also brings significant international business, financial acumen, corporate governance, human capital management, corporate finance and risk oversight skills and experience to the Board. Education +BS, Industrial Engineering and Management, Clarkson University +MBA, College of William and Mary | ||||||||||||||
Lawrence D. Kingsley Former Board Chair and Chief Executive Officer, Pall Corporation Independent Non-Executive Board Chair Age: 61 Director since: October 2016 +Independent Non-Executive Board Chair (since Nov. 2019) +Lead Director (May 2018 – Nov. 2019) Committees: Compensation and Talent Governance and Corporate Responsibility Other current public company director service: +Polaris Industries Inc. (since Jan. 2016) +Mirion Technologies, Inc. (since Oct. 2021) (Non-Executive Chair) Former public company director service: +Rockwell Automation, Inc. (2013 - 2021) +Cooper Industries plc (formerly Cooper Industries Ltd.) (2007 - 2012) +Pall Corporation (2011 - 2015) +IDEX Corporation (2005 - 2011) | ||||||||||||||
24 | IDEXX 2024 PROXY STATEMENT |
Experience Strategic Vision Ventures LLC +Founder and owner (since February 2021) Massachusetts Institute of Technology School of Engineering +Inaugural Visiting Scholar (2019 – 2020 academic year) International Business Machines Corporation +Vice President, Emerging Technology Partnerships (August 2018 – August 2019) +Chief Operating Officer, IBM Research (January 2017 – August 2018) Xerox Corporation +Chief Technology Officer and Corporate Vice President, Xerox Corporation (2006 – 2016) +President, Xerox Innovation Group (2006 – 2016) +Chief Engineer, Xerox Corporation (2002 – 2005) +Oversaw Xerox’s global research centers, including the Palo Alto Research Center Other Experience +Dr. Vandebroek is the Chair of the Advisory Committee of the Flanders AI Research Program, a member of the AI Innovation Board of the Norwegian Research Center for AI, a Fellow of the Institute of Electrical & Electronics Engineers and was appointed an honorary Professor at KU Leuven, Belgium in 2021. Qualifications +Science, Technology and R&D: Long track record of innovation and experience managing balanced research and development portfolios at IBM and Xerox Corporation. +Digital: Deep experience and knowledge in information technology and cybersecurity, including overseeing significant information technology projects to facilitate business objectives, developed over the course of over 20 years serving in various senior executive roles at IBM and Xerox Corporation. +Sustainability: Substantial knowledge of and experience overseeing sustainability issues gained from her outside private and public company board service. +Dr. Vandebroek also brings executive leadership, financial acumen, corporate governance, corporate strategy, operations, international business, human capital management and risk oversight skills and experience to the Board. Education +BS, Engineering, KU Leuven +MS, Electro-mechanical Engineering, KU Leuven +PhD, Electrical Engineering, Cornell University | ||||||||||||||
Sophie V. Vandebroek, PhD Former Vice President, Emerging Technology Partnerships, International Business Machines Corporation Independent Director Age: 62 Director since: July 2013 Committees: Finance Governance and Corporate Responsibility Other current public company director service: +Wolters Kluwer N.V. (since Apr. 2020) +Revvity, Inc. (since Feb. 2024) Former public company director service: +Analogic Corporation (Aug. 2008 - Jan. 2016) | ||||||||||||||
IDEXX 2024 PROXY STATEMENT | 25 |
Experience IDEXX +Senior Advisor (November 2019 – July 2021) +Board Chair (January 2002 – November 2019) +President and CEO (January 2002 – June 2019) United Technologies Corporation +President, Carrier Corporation (2000 – 2001) +President of Carrier Asia Pacific Operations (Singapore), Carrier Corporation (1997 – 1999) +Vice President, Strategic Planning (1995 – 1997) Morgan Stanley & Co. +Various investment banking positions (1986 – 1995) Bain & Company +Strategy consulting (1982 – 1986) International Business Machines Corporation +Systems Engineer (1978 – 1981) Qualifications +Executive Leadership: Substantial experience developed over his seventeen-year tenure as President and CEO of IDEXX where he drove innovation and grew annual revenue from less than $400 million to $2.4 billion and achieved a compound annual stock price growth rate of 23%. +Corporate Strategy: Deep, IDEXX-specific experience gained while guiding the strategy of IDEXX as our President and CEO from 2002 to 2019, during which time he transformed our go-to market strategy, prioritized research and development and developed comprehensive knowledge of our evolving market landscape and the global pet healthcare sector. +Corporate Finance: Extensive experience honed throughout his time in various investment banking roles at Morgan Stanley & Co. and applied throughout his career at United Technologies and IDEXX. +Mr. Ayers also brings risk oversight, international business, science, technology and R&D, operations, financial acumen, human capital management, digital and corporate governance skills and experience gained through his more than seventeen years of service as our Board Chair, CEO and President (and from prior roles), as well as sustainability experience gained through his service, since September 2021, as Board Chair of Panthera, a non-profit organization devoted to global wild cat conservation. Education +BA, Molecular Biophysics and Biochemistry, Yale University +MBA, Harvard Business School (with high distinction) | ||||||||||||||
Jonathan W. Ayers Former President and Chief Executive Officer, IDEXX Laboratories, Inc. Independent Director Age: 68 Director since: January 2002 +Board Chair (Jan. 2002 – Nov. 2019) Committees: Finance | ||||||||||||||
26 | IDEXX 2024 PROXY STATEMENT |
Experience Integra LifeSciences Holdings Corporation +Executive Chair of Board of Directors (since February 2024) +Non-Executive Chair of Board of Directors (June 2012 – February 2024) +Executive Chair of Board of Directors (January 2012 – June 2012) +Member of Board of Directors (since 1997) +Chief Executive Officer (1997 – 2012) Prettybrook Partners LLC +Managing Director (since 2012) Wellington Partners Advisory AG +Venture Partner (since 2013) TowerBrook Capital Partners +Senior Advisor (since 2010) Goldman, Sachs and Co. +Managing Director, M&A, specializing in the medical device, pharmaceutical and biotechnology sectors (1987 – 1997) Qualifications +Executive Leadership: Extensive executive management experience and deep strategic expertise in the global healthcare industry gained from over 25 years of experience in developing, executing and overseeing the corporate strategy of Integra LifeSciences Holdings Corporation, a manufacturer of medical devices used in neurosurgery and orthopedic surgery, as its Chief Executive Officer for 15 years, board chair from 2012 to 2024 and executive chair since 2024, during which time revenues increased over 100-fold. +Financial Acumen: Substantial knowledge and experience in the review and preparation of financial statements and a strong understanding of complex financial and accounting topics, internal controls over financial reporting, and financial planning developed over the course of his career in various financial management and banking roles, including through his investment banking, chief executive officer and significant outside board experiences. +Corporate Finance: Deep knowledge of capital markets, investment banking, and mergers and acquisitions acquired throughout the course of his career in investment banking, during which he specialized in the medical device, pharmaceutical and biotechnology sectors, and applied throughout his career at Integra LifeSciences Corporation and his outside board service. +Mr. Essig also brings significant corporate strategy, corporate governance, science, technology and R&D, human capital management, international business, operations and risk oversight skills and experience to the Board. Education +BA, School of Public and International Affairs at Princeton University +MBA, University of Chicago +PhD, Financial Economics, University of Chicago | ||||||||||||||
Stuart M. Essig, PhD Executive Chair, Integra LifeSciences Holdings Corporation Independent Director Age: 62 Director since: July 2017 Committees: Finance (Chair) Governance and Corporate Responsibility Other current public company director service: +Integra LifeSciences Holdings Corporation (since 1997) (Executive Chair since Feb. 2024) (Chair, 2012 - 2024) +Orthofix Medical Inc. (since Jan. 2023) Former public company director service: +Owens & Minor, Inc. (Oct. 2013 - Aug. 2019) +SeaSpine Holdings Corporation (Jun. 2015 - Jan. 2023) (Lead Director, Jul. 2015 - Jan. 2023) +St. Jude Medical, Inc. (Mar. 1999 - Jan. 2017) +Vital Signs, Inc. (1998 - 2002) +Zimmer Biomet Holdings, Inc. (2005 - 2008) | ||||||||||||||
IDEXX 2024 PROXY STATEMENT | 27 |
Experience IDEXX +President and CEO (since October 2019) +Interim President and CEO (June 2019 – October 2019) +Executive Vice President (August 2012 – June 2019) Philips Healthcare, a subsidiary of Royal Philips Electronics (now named Royal Philips) +Senior Vice President and General Manager, Computed Tomography, Nuclear Medicine and Radiation Therapy Planning (2010 – 2012) +Various roles of increasing responsibility (2001 – 2010) Agilent Technologies (acquired by Royal Philips Electronics in 2001) +Executive in Charge (2000 – 2002) +General Manager, Medical Consumables Business Unit (1997 – 2000) Hewlett Packard +Various roles in finance, marketing and business planning (1988 – 1996) Qualifications +Executive Leadership: Extensive leadership and management experience gained during his time in various roles at IDEXX, including as President and CEO during which time he has prioritized innovation and built expanded commercial capabilities, and as Executive Vice President in which role he was responsible for the North American Companion Animal Group Commercial Organization and key elements of the innovation portfolio, including IDEXX VetLab in-house diagnostics, Diagnostic Imaging, Veterinary Software and Services, Rapid Assay and Telemedicine lines of business. +Corporate Strategy: Deep experience developing and implementing strategies for continued long-term sustainable growth at IDEXX, including transforming our go-to-market strategy in North America in 2014, significant international commercial expansions, investments in innovation and an emphasis on delivering a differentiated customer experience. +Operations: Substantial experience developed while overseeing the operations of global enterprises at IDEXX, including maintaining product availability and on-time delivery levels amidst supply chain challenges, acquiring and integrating our ezyVet software product line and scaling our warehouse, distribution and manufacturing capabilities to support continued growth. +Mr. Mazelsky also brings significant corporate governance, financial acumen, science, technology and R&D, human capital management, international business, digital, corporate finance, sustainability and risk oversight skills and experience to the Board. Education +BA, Mathematics, University of Rochester +MBA, University of Chicago | ||||||||||||||
Jonathan J. Mazelsky President and Chief Executive Officer, IDEXX Laboratories, Inc. Director Age: 63 Director since: October 2019 Committees: None Other current public company director service: +Dentsply Sirona Inc. (since May 2023) | ||||||||||||||
28 | IDEXX 2024 PROXY STATEMENT |
Experience Szostak Partners +Founder, President (since 2004) Fleet/Boston Financial Group (now Bank of America) +Board Chair and Chief Executive Officer, Fleet Bank-Rhode Island (2001 – 2003) +Corporate Executive Vice President and Chief Human Resources Officer, FleetBoston Financial Group (1998 – 2004) +Board Chair, President and Chief Executive Officer, Fleet-Maine (1991 – 1994) Qualifications +Executive Leadership: Substantial executive leadership experience gained from her roles at Fleet/Boston Financial Group, including serving as the Chief Executive Officer of two major bank subsidiaries, as well as through completion of several executive education programs at Harvard Business School. +Human Capital Management: Deep experience of human capital management matters and executive compensation gained from her long history of human resources leadership, including during her tenure as Chief Human Resources Officer at Fleet/Boston Financial Group, as well as her service as compensation committee chair on various public company boards. +Corporate Governance: Extensive experience with corporate governance gained from substantial public company board experience and service as board chair and chief executive officer of two major bank subsidiaries. +Ms. Szostak also brings significant financial acumen, corporate strategy, international business, operations, corporate finance and risk oversight skills and experience to the Board. Education +BA, Sociology, Colby College | ||||||||||||||
M. Anne Szostak Retired Executive, Fleet/Boston Financial Group (now Bank of America) Independent Director Age: 73 Director since: July 2012 Committees: Audit Compensation and Talent (Chair) Other current public company director service: +Tupperware Brands Corporation (since 2000) Former public company director service: +Belo Corporation (2004 - 2013) +ChoicePoint Corporation (2005 - 2008) +Dr. Pepper Snapple Group, Inc. (2008 - 2018) +SFN Group, Inc. (2005 - 2011) | ||||||||||||||
IDEXX 2024 PROXY STATEMENT | 29 |
Board Diversity Matrix (As of March 1, 2022) | ||||||||||||||
Total Number of Directors | 10 | |||||||||||||
Female | Male | Non-Binary | Did Not Disclose Gender | |||||||||||
Part I: Gender Identity | ||||||||||||||
Directors | 3 | 7 | 0 | 0 | ||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | 1 | 0 | 0 | 0 | ||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | ||||||||||
Asian | 0 | 0 | 0 | 0 | ||||||||||
Hispanic or Latinx | 0 | 0 | 0 | 0 | ||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | ||||||||||
White | 2 | 7 | 0 | 0 | ||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | ||||||||||
LGBTQ+ | 1 | |||||||||||||
Did Not Disclose Demographic Background | 0 |
Total Number of Directors | 11 | |||||||||||||
Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | ||||||||||
Directors | 4 | 7 | 0 | 0 | ||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | 1 | 0 | 0 | 0 | ||||||||||
Alaskan Native or Native American | 0 | 0 | 0 | 0 | ||||||||||
Asian | 1 | 0 | 0 | 0 | ||||||||||
Hispanic or Latinx | 0 | 0 | 0 | 0 | ||||||||||
Native Hawaiian or Pacific Islander | 0 | 0 | 0 | 0 | ||||||||||
White | 2 | 7 | 0 | 0 | ||||||||||
Two or More Races or Ethnicities | 0 | 0 | 0 | 0 | ||||||||||
LGBTQ+ | 1 | |||||||||||||
Did Not Disclose Demographic Background | 0 |
30 | IDEXX 2024 PROXY STATEMENT |
Strategic and Risk Review This annual strategic planning process and enterprise risk assessment informs the Governance and Corporate Responsibility Committee’s understanding of the specific skill sets that would contribute to Board effectiveness. | |||||||||||
Board Self-Assessment Governance and Corporate Responsibility Committee uses this annual assessment to identify any future needs — particularly in light of our long-term strategy, risks, potential Director retirements and the Board’s assessment of the contributions of each individual Director. | |||||||||||
Board Composition Review Governance and Corporate Responsibility Committee annually reviews the Board composition and each Director’s skill set. | |||||||||||
Recruitment and Nomination Process Governance and Corporate Responsibility Committee identifies and evaluates potential candidates and recommends to the Board nominees; Board selects nominees for election by shareholders. | |||||||||||
Election Shareholders vote on nominees. | |||||||||||
ê | |||||||||||
Eight new independent Directors joined the Board since 2013 | |||||||||||
31 |
1 | 2 | ||||||||||
The Governance and Corporate Responsibility Committee identifies, evaluates, recruits and makes recommendations to the Board regarding candidates for election by the shareholders or to fill vacancies on the Board using the criteria described below. The process followed by the Governance and Corporate Responsibility Committee includes: •Receiving recommendations from the Board, management and shareholders; •Actively seeking and including diverse individuals who fit the Board’s search criteria (including women and persons with racially/ethnically diverse backgrounds) in the pool of potential candidates; •Holding meetings to evaluate biographical information and background material relating to potential candidates; and •Interviewing selected candidates. | In addition, the Governance and Corporate Responsibility Committee, in some instances, will engage an executive search firm to assist in recruiting candidates. In such cases, the executive search firm assists the Governance and Corporate Responsibility Committee in: •Identifying a diverse slate of potential candidates who fit the Board’s search criteria (including women and persons with racially/ethnically diverse backgrounds); •Obtaining candidate resumes and other biographical information; •Conducting initial interviews to assess candidates’ qualifications, fit and interest in serving on the Board; •Scheduling interviews with the Governance and Corporate Responsibility Committee, other members of the Board and management; •Performing reference checks; and •Assisting in finalizing arrangements with candidates who receive an offer to join the Board. |
01 | 02 | |||||||||||||
The Governance and Corporate Responsibility Committee identifies, evaluates, recruits and makes recommendations to the Board regarding candidates for election by the shareholders or to fill vacancies on the Board using the criteria described below. The process followed by the Governance and Corporate Responsibility Committee includes: +Receiving recommendations from the Board, management and shareholders; +Actively seeking and including diverse individuals who fit the Board’s search criteria (including women and persons with racially/ethnically diverse backgrounds) in the pool of potential candidates; +Holding meetings to evaluate biographical information and background material relating to potential candidates; +Interviewing selected candidates; +Performing reference and background checks; and +Extending an invitation to prospective Directors to join the Board. | In addition, the Governance and Corporate Responsibility Committee may engage an executive search firm to assist in recruiting candidates. In such cases, the executive search firm assists the Governance and Corporate Responsibility Committee in: +Identifying a diverse slate of potential candidates who fit the Board’s search criteria (including women and persons with racially/ethnically diverse backgrounds); +Obtaining candidate resumes and other biographical information; +Conducting initial interviews to assess candidates’ qualifications, fit and interest in serving on the Board; +Scheduling interviews with the Governance and Corporate Responsibility Committee, other members of the Board and management; +Performing reference checks; and +Assisting in finalizing arrangements with candidates who receive an offer to join the Board. | |||||||||||||
32 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 33 |
34 | IDEXX 2024 PROXY STATEMENT |
Corporate Governance |
Visit the Corporate Governance section of our website (www.idexx.com) to learn more about, and access copies of, our corporate documents and corporate governance policies, Hard copies of these documents are available on request by contacting our Executive Vice President, General Counsel and Corporate Secretary at IDEXX Laboratories, Inc., One IDEXX Drive, Westbrook, Maine 04092. Information on our website does not constitute part of this Proxy Statement. | ||||||||
IDEXX 2024 PROXY STATEMENT | 35 |
Board Independence | |||||||||||||||||||||||||||||
Board Effectiveness | ||
Strategy, Risk Management and Succession Planning | ||
Further Best Practices | ||
36 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 37 |
38 | IDEXX 2024 PROXY STATEMENT |
39 |
Board Leadership and Board Committee Service | Presides over all Board meetings, executive sessions of independent and/or non-employee Directors and shareholder meetings. Provides leadership to the Board by maintaining regular communication with, and facilitating communications among, the Directors. Serves as a member of the Governance and Corporate Responsibility Committee and such other Committees as may be assigned. | ||||
Advisor to CEO | Provides mentorship, support and advice to the CEO. Briefs the CEO on issues and concerns raised during executive sessions of independent and/or non-employee Directors. Serves as the principal liaison between the Board and the CEO. | ||||
Agendas | Works with the CEO in preparing the agenda for each Board meeting and liaises with Directors concerning Board agendas and materials. | ||||
Corporate Governance | Consults with and advises the CEO on matters relating to corporate governance and Board functions. | ||||
Board Oversight of Strategy and CEO and Officer Succession Planning | Coordinates Board review of and input regarding the strategic plan and other significant corporate strategy decisions. Supports the | ||||
Stakeholder Communication | Works with the General Counsel to monitor communications from shareholders and other stakeholders. | ||||
40 | IDEXX 2024 PROXY STATEMENT |
01 | Collection of Input | +Questionnaires distributed and individual interviews conducted with Directors and selected executive officers. | ||||||||||||
02 | Review of Input | +Results reviewed and shared with Non-Executive Board Chair and Committee-specific results reviewed and shared with each Committee Chair. | ||||||||||||
03 | Committee-Level Evaluation | +Governance and Corporate Responsibility Committee evaluates process, discusses results and determines proposed Board-level follow-up actions. +Committees discuss Committee-specific results and determine Committee-specific follow-up actions. | ||||||||||||
04 | Board-Level Evaluation | +Results and Committee-specific follow-up actions reported to Board. +Board discusses results and proposed Board-level follow-up actions and determines Board-level follow-up actions. | ||||||||||||
05 | Monitoring and Implementation | +Board and Committees monitor progress of any agreed upon actions. | ||||||||||||
IDEXX 2024 PROXY STATEMENT | 41 |
+ + + CORPORATE GOVERNANCE |
42 | IDEXX 2024 PROXY STATEMENT |
The Audit Committee oversees risk management activities relating to accounting, auditing, internal controls, information system controls, Code of Ethics compliance monitoring, cybersecurity and insurance and tax matters. | The Compensation and Talent Committee oversees risk management activities relating to the Company’s compensation policies and practices, organizational risk and human capital and talent | The Governance and CorporateResponsibility Committeeoversees risk management activities relating to Board composition, function and | The Finance Committeeoversees risk management activities relating to capital allocation and structure, investment policy, | |||||||||||||||||||||||||||||||||||||||||
Each Committee reports to the full Board on a regular basis, including with respect to its risk management oversight activities as appropriate. | ||||||||||||||||||||||||||||||||||||||||||||
IDEXX 2024 PROXY STATEMENT | 43 |
44 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 45 |
Audit Committee | ||||||||||||||||||||||||||||||||
Oversees human capital and talent, such as: | Oversees | |||||||||||||||||||||||||||||||
46 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 47 |
Board Member | Audit | Compensation & Talent | Governance & Corporate Responsibility | Finance | ||||||||||||||||
Jonathan W. Ayers | ||||||||||||||||||||
Irene Chang Britt(1) | l | l | ||||||||||||||||||
Bruce L. Claflin(1) | l | + | ||||||||||||||||||
Asha S. Collins, PhD | l | |||||||||||||||||||
Stuart M. Essig, PhD | l | |||||||||||||||||||
Daniel M. Junius(1) | + | l | ||||||||||||||||||
Lawrence D. Kingsley(2) | l | l | ||||||||||||||||||
Jonathan J. Mazelsky | ||||||||||||||||||||
Sam Samad(1) | l | |||||||||||||||||||
M. Anne Szostak(1) | + | |||||||||||||||||||
Sophie V. Vandebroek, PhD | l |
+ | Chair | l | Member |
IDEXX 2024 PROXY STATEMENT |
Audit Committee Members +Mr. Junius (Chair) +Ms. Chang Britt +Mr. Claflin +Mr. Samad +Ms. Szostak Meetings held in 9 | ||||||||||||||
Key Committee Responsibilities The Audit Committee oversees: accounting; internal control over financial reporting; information system controls relating to our financial reporting process; The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent auditors, which are described beginning on page | ||||||||||||||
49 |
Compensation and Talent Committee Members +Ms. Szostak (Chair) +Ms. Chang Britt +Mr. Kingsley +Mr. Samad Meetings held in 5 | ||||||||||||||
Key Committee Responsibilities The Compensation and Talent Committee: oversees our executive compensation philosophy and practices; evaluates the performance of our CEO; and determines the compensation of our CEO and approves the compensation of The Compensation and Talent Committee also: has primary responsibility to oversee the administration of our incentive compensation plans for executive officers and equity compensation plans; reviews and approves stock ownership and retention guidelines applicable to our Directors and In addition, the Compensation and Talent Committee: oversees our key human capital and talent strategies and policies and management of material human capital and talent The Compensation and Talent Committee charter does not provide for any delegation of these duties except to a sub-committee or individual members of the Committee as the Compensation and Talent Committee may determine. | ||||||||||||||
IDEXX 2024 PROXY STATEMENT |
Governance and Corporate Responsibility Committee Members +Mr. Claflin (Chair) +Dr. Collins +Dr. Essig +Mr. Kingsley +Dr. Vandebroek Meetings held in 6 | ||||||||||||||
Key Committee Responsibilities The Governance and Corporate Responsibility Committee advises and makes recommendations to the Board with respect to corporate governance matters, including: Board composition, organization, function, membership and performance; Board committee structure and membership; our Corporate Governance Guidelines; succession planning for the Board Chair; succession planning for the Chief Executive Officer and other executive officers; matters of significance to shareholders and other stakeholders relating to corporate governance, corporate responsibility and environmental/sustainability and social The Governance and Corporate Responsibility Committee also: advises and makes recommendations to the Board on matters relating to Board oversight of the management of corporate responsibility, environmental/sustainability and social risks and opportunities; periodically reviews key strategies and policies relating to environmental/sustainability and social matters (other than human capital and talent The Governance and Corporate Responsibility Committee also identifies, evaluates, recruits and makes recommendations to the Board regarding candidates to fill vacancies on the Board as described beginning on page The Governance and Corporate Responsibility Committee annually reviews the performance of the Board, its Committees, the independent Board Chair and each of the Directors, as described under “Annual Board Self-Assessment” on page |
51 |
Finance Committee Members +Dr. Essig (Chair) +Mr. Ayers +Dr. Collins +Mr. Junius +Dr. Vandebroek Meetings held in 4 | ||||||||||||||
Key Committee Responsibilities The Finance Committee advises the Board with respect to financial matters and capital allocation, including capital structure and strategies, financing strategies, investment policies and practices, major financial commitments, financial risk management, acquisitions and divestitures, stock repurchase strategies and activities and dividend policy. The Finance Committee also, among other things: monitors our liquidity and financial condition; oversees our financial risk management activities (including |
IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 53 |
54 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 55 |
+ + + CORPORATE GOVERNANCE |
Compensation Element | Non-Employee Director Compensation Program | |||||||
Cash compensation(1) | ||||||||
Annual retainer | $90,000(2) | |||||||
Committee Chair retainer | $ | |||||||
$25,000 for the Compensation and Talent Committee | ||||||||
$25,000 for the Governance & Corporate Responsibility Committee | ||||||||
$15,000 for the Finance Committee | ||||||||
Other Audit Committee member retainer(3) | $7,500 | |||||||
Lead Director retainer (as applicable) | $25,000 | |||||||
Non-Executive Board Chair retainer (as applicable) | $80,000 | |||||||
Meeting fees | Not applicable; no fees are paid for meeting attendance | |||||||
Equity compensation(4) | ||||||||
Full-value awards(5) | $ | |||||||
Non-qualified stock options | $ | |||||||
Total | $ | |||||||
Additional equity compensation for Non-Executive Board Chair(8) | ||||||||
Full-value awards(5) | $40,000 in target value(6) | |||||||
Non-qualified stock options | $40,000 in value(7) | |||||||
Total | $80,000 | |||||||
Director stock ownership guidelines(9) | Target ownership of our common stock (including vested deferred stock units credited to a Director’s investment account) equal to six times the Annual Retainer |
56 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 57 |
Type of DSU | Deferrals and Grants Prior to the 2022 Annual Meeting | Deferrals and Grants From and After the 2022 Annual Meeting | |||||||||
Deferred Cash Compensation | At the non-employee Director’s election: If a non-employee Director fails to make a timely distribution election, the applicable DSUs will be distributed as a single lump sum one year after the termination of Board service. | At the non-employee Director’s election: If a non-employee Director fails to make a timely distribution election, the applicable DSUs will be distributed as soon as practicable after the termination of Board service. | |||||||||
Annual Full-Value Award | A single lump sum one year after the termination of Board service. | At the non-employee Director’s election: If a non-employee Director fails to make a timely distribution election, the applicable DSUs will be distributed as soon as practicable after the termination of Board service. | |||||||||
58 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 59 |
Name | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Option Awards (2) ($) | All other compensation $ | Total Compensation ($) | ||||||||||||||||
Jonathan W. Ayers | Jonathan W. Ayers | 80,000 | 114,757 | 114,937 | 132,261 | (6) | 441,955 | |||||||||||||||
Jonathan W. Ayers | ||||||||||||||||||||||
Jonathan W. Ayers | ||||||||||||||||||||||
Irene Chang Britt | ||||||||||||||||||||||
Irene Chang Britt | ||||||||||||||||||||||
Irene Chang Britt | ||||||||||||||||||||||
Bruce L. Claflin | ||||||||||||||||||||||
Bruce L. Claflin | ||||||||||||||||||||||
Bruce L. Claflin | Bruce L. Claflin | 104,750 | 114,757 | 114,937 | . | 334,444 | ||||||||||||||||
Asha S. Collins, PhD | Asha S. Collins, PhD | 80,000 | (3) | 114,757 | 114,937 | — | 309,694 | |||||||||||||||
Asha S. Collins, PhD | ||||||||||||||||||||||
Asha S. Collins, PhD | ||||||||||||||||||||||
Stuart M. Essig, PhD | ||||||||||||||||||||||
Stuart M. Essig, PhD | ||||||||||||||||||||||
Stuart M. Essig, PhD | Stuart M. Essig, PhD | 87,500 | (4) | 114,757 | 114,937 | — | 317,194 | |||||||||||||||
Daniel M. Junius | Daniel M. Junius | 102,500 | (5) | 114,757 | 114,937 | — | 332,194 | |||||||||||||||
Daniel M. Junius | ||||||||||||||||||||||
Daniel M. Junius | ||||||||||||||||||||||
Lawrence D. Kingsley | ||||||||||||||||||||||
Lawrence D. Kingsley | ||||||||||||||||||||||
Lawrence D. Kingsley | Lawrence D. Kingsley | 160,000 | 154,718 | 154,998 | — | 469,716 | ||||||||||||||||
Sam Samad | Sam Samad | 86,250 | 114,757 | 114,937 | — | 315,944 | ||||||||||||||||
Sam Samad | ||||||||||||||||||||||
Sam Samad | ||||||||||||||||||||||
M. Anne Szostak | ||||||||||||||||||||||
M. Anne Szostak | ||||||||||||||||||||||
M. Anne Szostak | M. Anne Szostak | 108,750 | 114,757 | 114,937 | — | 338,444 | ||||||||||||||||
Sophie V. Vandebroek, PhD | Sophie V. Vandebroek, PhD | 80,000 | 114,757 | 114,937 | — | 309,694 | ||||||||||||||||
Sophie V. Vandebroek, PhD | ||||||||||||||||||||||
Sophie V. Vandebroek, PhD |
60 | IDEXX 2024 PROXY STATEMENT |
Beneficial Owner | Beneficial Owner | Shares Owned | Options Exercisable and RSUs Vesting (1) | Total Number of Shares Beneficially Owned (2) | Percentage of Common Stock Outstanding (3) | |||||||||||
Jonathan W. Ayers | Jonathan W. Ayers | 640,196 | (4) | 508,004 | 1,148,200 | 1.37% | ||||||||||
Jonathan W. Ayers | ||||||||||||||||
Jonathan W. Ayers | ||||||||||||||||
Irene Chang Britt | ||||||||||||||||
Irene Chang Britt | ||||||||||||||||
Irene Chang Britt | ||||||||||||||||
Bruce L. Claflin | ||||||||||||||||
Bruce L. Claflin | ||||||||||||||||
Bruce L. Claflin | Bruce L. Claflin | 1,921 | (5) | 4,870 | 6,791 | * | ||||||||||
Asha S. Collins, PhD | Asha S. Collins, PhD | — | 358 | 358 | * | |||||||||||
Asha S. Collins, PhD | ||||||||||||||||
Asha S. Collins, PhD | ||||||||||||||||
Stuart M. Essig, PhD | ||||||||||||||||
Stuart M. Essig, PhD | ||||||||||||||||
Stuart M. Essig, PhD | Stuart M. Essig, PhD | — | 7,402 | 7,402 | * | |||||||||||
Daniel M. Junius | Daniel M. Junius | 2,075 | 7,916 | 9,991 | * | |||||||||||
Daniel M. Junius | ||||||||||||||||
Daniel M. Junius | ||||||||||||||||
Lawrence D. Kingsley | ||||||||||||||||
Lawrence D. Kingsley | ||||||||||||||||
Lawrence D. Kingsley | Lawrence D. Kingsley | 6,780 | 10,883 | 17,663 | * | |||||||||||
Sam Samad | Sam Samad | — | 2,304 | 2,304 | * | |||||||||||
Sam Samad | ||||||||||||||||
Sam Samad | ||||||||||||||||
M. Anne Szostak | ||||||||||||||||
M. Anne Szostak | ||||||||||||||||
M. Anne Szostak | M. Anne Szostak | 7,217 | (6) | 7,916 | 15,133 | * | ||||||||||
Sophie V. Vandebroek, PhD | Sophie V. Vandebroek, PhD | 8,673 | (7) | 4,870 | 13,543 | * | ||||||||||
Sophie V. Vandebroek, PhD | ||||||||||||||||
Sophie V. Vandebroek, PhD | ||||||||||||||||
Jonathan J. Mazelsky | ||||||||||||||||
Jonathan J. Mazelsky | ||||||||||||||||
Jonathan J. Mazelsky | Jonathan J. Mazelsky | 50,586 | 214,621 | 265,207 | * | |||||||||||
Brian P. McKeon | Brian P. McKeon | 26,522 | (8) | 71,990 | 98,512 | * | ||||||||||
Brian P. McKeon | ||||||||||||||||
Brian P. McKeon | ||||||||||||||||
Tina Hunt, PhD | ||||||||||||||||
Tina Hunt, PhD | ||||||||||||||||
Tina Hunt, PhD | ||||||||||||||||
Michael J. Lane | ||||||||||||||||
Michael J. Lane | ||||||||||||||||
Michael J. Lane | ||||||||||||||||
James F. Polewaczyk | James F. Polewaczyk | 15,374 | 25,342 | 40,716 | * | |||||||||||
Michael J. Lane | 4,904 | (9) | 19,097 | 24,001 | * | |||||||||||
Tina Hunt, PhD | 9,862 | (10) | 15,891 | 25,753 | * | |||||||||||
All Directors and executive officers as of March 8, 2022 as a group: (18 persons) | 787,094 | 958,029 | 1,745,123 | 2.07% | ||||||||||||
James F. Polewaczyk | ||||||||||||||||
James F. Polewaczyk | ||||||||||||||||
All Directors and executive officers as of March 8, 2024 as a group: (21 persons) | ||||||||||||||||
All Directors and executive officers as of March 8, 2024 as a group: (21 persons) | ||||||||||||||||
All Directors and executive officers as of March 8, 2024 as a group: (21 persons) |
IDEXX 2024 PROXY STATEMENT | 61 |
Beneficial Owner | Shares Owned | DSUs (1) | Total Number of Shares and DSUs Owned | ||||||||
Jonathan W. Ayers | 640,196 | (2) | 584 | 640,780 | |||||||
Bruce L. Claflin | 1,921 | (3) | 2,328 | 4,249 | |||||||
Asha S. Collins, PhD | — | 287 | 287 | ||||||||
Stuart M. Essig, PhD | — | 2,410 | 2,410 | ||||||||
Daniel M. Junius | 2,075 | 4,007 | 6,082 | ||||||||
Lawrence D. Kingsley | 6,780 | 2,738 | 9,518 | ||||||||
Sam Samad | — | 663 | 663 | ||||||||
M. Anne Szostak | 7,217 | (4) | 4,515 | 11,732 | |||||||
Sophie V. Vandebroek, PhD | 8,673 | (5) | 4,389 | 13,062 | |||||||
Jonathan J. Mazelsky | 50,586 | — | 50,586 | ||||||||
Brian P. McKeon | 26,522 | (6) | 34,708 | 61,230 | |||||||
James F. Polewaczyk | 15,374 | — | 15,374 | ||||||||
Michael J. Lane | 4,904 | (7) | — | 4,904 | |||||||
Tina Hunt, PhD | 9,862 | (8) | — | 9,862 | |||||||
All Directors and executive officers as of March 8, 2022 as a group: (18 persons) | 787,094 | 56,629 | 843,723 |
62 | IDEXX 2024 PROXY STATEMENT |
Beneficial Owner | Shares Owned | DSUs(1) | Total Number of Shares and DSUs Owned | |||||||||||
Jonathan W. Ayers | 577,573 | (2) | 584 | 578,157 | ||||||||||
Irene Chang Britt | — | — | — | |||||||||||
Bruce L. Claflin | 1,921 | (3) | 2,896 | 4,817 | ||||||||||
Asha S. Collins, PhD | 344 | 511 | 855 | |||||||||||
Stuart M. Essig, PhD | 568 | 2,410 | 2,978 | |||||||||||
Daniel M. Junius | 2,556 | 4,217 | 6,773 | |||||||||||
Lawrence D. Kingsley | 7,546 | 2,738 | 10,284 | |||||||||||
Sam Samad | — | 1,211 | 1,211 | |||||||||||
M. Anne Szostak | 6,304 | (4) | 4,515 | 10,819 | ||||||||||
Sophie V. Vandebroek, PhD | 8,741 | (5) | 4,389 | 13,130 | ||||||||||
Jonathan J. Mazelsky | 81,497 | — | 81,497 | |||||||||||
Brian P. McKeon | 29,203 | (6) | 34,708 | 63,911 | ||||||||||
Tina Hunt, PhD | 11,836 | (7) | — | 11,836 | ||||||||||
Michael J. Lane | 7,035 | (8) | — | 7,035 | ||||||||||
James F. Polewaczyk | 10,711 | — | 10,711 | |||||||||||
All Directors and executive officers as of March 8, 2024 as a group: (21 persons) | 770,451 | 58,179 | 828,630 |
46 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 47 | |||||
Board Member | Audit | Compensation & Talent | Governance & Corporate Responsibility | Finance | ||||||||||
Jonathan W. Ayers | l | |||||||||||||
Irene Chang Britt(1) | l | l | ||||||||||||
Bruce L. Claflin(1) | l | + | ||||||||||||
Asha S. Collins, PhD | l | l | ||||||||||||
Stuart M. Essig, PhD | l | + | ||||||||||||
Daniel M. Junius(1) | + | l | ||||||||||||
Lawrence D. Kingsley(2) | l | l | ||||||||||||
Jonathan J. Mazelsky | ||||||||||||||
Sam Samad(1) | l | l | ||||||||||||
M. Anne Szostak(1) | l | + | ||||||||||||
Sophie V. Vandebroek, PhD | l | l |
+ | Chair | l | Member |
48 | IDEXX 2024 PROXY STATEMENT |
Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Common Stock Outstanding(1) | ||||||
The Vanguard Group(2) 100 Vanguard Boulevard Malvern, Pennsylvania 19355 | 7,923,466 | 9.41 | % | |||||
BlackRock, Inc.(3) 55 East 52nd Street New York, New York 10055 | 8,990,586 | 10.67 | % |
Audit Committee +Mr. Junius (Chair) +Ms. Chang Britt +Mr. Claflin +Mr. Samad +Ms. Szostak Meetings held in | Key Committee Responsibilities The Audit Committee oversees: accounting; internal control over financial reporting; information |
IDEXX 2024 PROXY STATEMENT | 49 |
Compensation and Talent Committee Members +Ms. Szostak (Chair) +Ms. Chang Britt +Mr. Kingsley +Mr. Samad Meetings held in 2023: 5 | Key Committee Responsibilities The Compensation and Talent Committee: oversees our executive compensation philosophy and practices; evaluates the performance of our CEO; and determines the compensation of our CEO and approves the compensation of other executive officers. The Compensation and Talent Committee also: has primary responsibility to oversee the administration of our incentive compensation plans for executive officers and equity compensation plans; reviews and approves stock ownership and retention guidelines applicable to our Directors and senior executives and reviews compliance with those guidelines; reviews and makes recommendations to the In addition, the The Compensation and |
50 | IDEXX 2024 PROXY STATEMENT |
Governance and Corporate Responsibility Committee Members +Mr. Claflin (Chair) +Dr. Collins +Dr. Essig +Mr. Kingsley +Dr. Vandebroek Meetings held in 2023: 6 | Key Committee Responsibilities The Governance and Corporate Responsibility Committee advises and makes recommendations to the Board with respect to corporate governance matters, including: Board composition, organization, function, membership and performance; Board committee structure and membership; our Corporate Governance Guidelines; succession planning for the Board Chair; succession planning for the Chief Executive Officer and other executive officers; matters of significance to shareholders and other stakeholders relating to corporate governance, corporate responsibility and environmental/sustainability and social matters; and shareholder proposals. The Governance and Corporate Responsibility Committee also: advises and makes recommendations to the Board on matters relating to Board oversight of the management of corporate responsibility, environmental/sustainability and social risks and opportunities; periodically reviews key strategies and policies relating to environmental/sustainability and social matters (other than human capital and talent matters); and periodically reviews our significant environmental, social and governance disclosures not addressed by another Committee. The Governance and Corporate Responsibility Committee also identifies, evaluates, recruits and makes recommendations to the Board regarding candidates to fill vacancies on the Board as described beginning on page 32. The Governance and Corporate Responsibility Committee annually reviews the performance of the Board, its Committees, the independent Board Chair and each of the Directors, as described under “Annual Board Self-Assessment” on page 41. The Governance and Corporate Responsibility Committee is also responsible for annually reviewing with the Board the requisite skills and criteria for new Board members, as well as the composition of the Board as a whole, and annually assessing, for each Director or person nominated to become a Director, the specific experience, qualifications, attributes and skills, including those described on page 33, that lead the |
IDEXX 2024 PROXY STATEMENT | 51 |
Finance Committee Members +Dr. Essig (Chair) +Mr. Ayers +Dr. Collins +Mr. Junius +Dr. Vandebroek Meetings held in 2023: 4 | Key Committee Responsibilities The Finance Committee advises the Board with respect to financial The Finance Committee also, among other things: monitors our liquidity and financial condition; oversees our financial risk management activities (including hedging activities and transactions involving derivatives); reviews and approves any proposed acquisition or divestiture having an aggregate value greater than $50 million but less than or equal to |
52 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 53 |
54 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 55 |
Compensation Element | Non-Employee Director Compensation Program | ||||
Cash compensation(1) | |||||
Annual | $90,000(2) | ||||
Committee Chair retainer | $30,000 for the Audit Committee(2) | ||||
$25,000 for the Compensation and Talent Committee | |||||
$25,000 for the Governance & Corporate Responsibility Committee | |||||
$15,000 for the Finance Committee | |||||
Other Audit Committee member retainer(3) | $7,500 | ||||
Lead Director retainer (as applicable) | $25,000 | ||||
Non-Executive Board Chair retainer (as applicable) | $80,000 | ||||
Meeting fees | Not applicable; no fees are paid for meeting attendance | ||||
Equity compensation(4) | |||||
Full-value awards(5) | $125,000 in target value(6) | ||||
Non-qualified stock options | $125,000 in value(7) | ||||
Total | $250,000(2) | ||||
Additional equity compensation for Non-Executive Board Chair(8) | |||||
Full-value awards(5) | $40,000 in target value(6) | ||||
Non-qualified stock options | $40,000 in value(7) | ||||
Total | $80,000 | ||||
Director stock ownership guidelines(9) | Target ownership of our common stock (including vested deferred stock units credited to a Director’s investment account) equal to six times the Annual Retainer |
56 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 57 |
Type of DSU | Deferrals and Grants Prior to the 2022 Annual Meeting | Deferrals and Grants From and After the 2022 Annual Meeting | |||||||||
Deferred Cash Compensation | At the non-employee Director’s election: +A single lump sum one year +For deferrals made on or after January 1, 2011: (i) a single lump sum on a non-discretionary and objectively determinable fixed date; or (ii) four equal annual installments beginning as soon as practicable on or after such a fixed date. If a non-employee Director fails to make a timely distribution election, the applicable DSUs will be distributed as a single lump sum one year after the termination of Board service. | At the non-employee Director’s election: +A single lump sum as soon as practicable after the termination of Board service; +A single lump sum on a non-discretionary and objectively determinable fixed date; or +Four equal annual installments beginning as soon as practicable on or after such a fixed date. If a non-employee Director fails to make a timely distribution election, the applicable DSUs will be distributed as soon as practicable after the termination of Board service. | |||||||||
Annual Full-Value Award | A single lump sum one year after the termination of Board service. | At the non-employee Director’s election: +A single lump sum as soon as practicable after the termination of Board service; +A single lump sum on a non-discretionary and objectively determinable fixed date; or +Four equal annual installments beginning as soon as practicable on or after such a fixed date. If a non-employee Director fails to make a timely distribution election, the applicable DSUs will be distributed as soon as practicable after the termination of Board service. | |||||||||
58 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 59 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | All other Compensation ($) | Total Compensation ($) | |||||||||||||||
Jonathan W. Ayers | 85,000 | 125,190 | 124,971 | — | 335,161 | |||||||||||||||
Irene Chang Britt | 46,101 | (3) | 106,348 | (4) | 106,444 | (4) | — | 258,893 | ||||||||||||
Bruce L. Claflin | 117,500 | 125,190 | 124,971 | — | 367,661 | |||||||||||||||
Asha S. Collins, PhD | 85,000 | 125,190 | 124,971 | — | 335,161 | |||||||||||||||
Stuart M. Essig, PhD | 100,000 | 125,190 | 124,971 | — | 350,161 | |||||||||||||||
Daniel M. Junius | 112,500 | (5) | 125,190 | 124,971 | — | 362,661 | ||||||||||||||
Lawrence D. Kingsley | 165,000 | 165,134 | 164,885 | — | 495,019 | |||||||||||||||
Sam Samad | 92,500 | 125,190 | 124,971 | — | 342,661 | |||||||||||||||
M. Anne Szostak | 117,500 | 125,190 | 124,971 | — | 367,661 | |||||||||||||||
Sophie V. Vandebroek, PhD | 85,000 | 125,190 | 124,971 | — | 335,161 |
60 | IDEXX 2024 PROXY STATEMENT |
Beneficial Owner | Shares Owned | Options Exercisable and RSUs Vesting(1) | Total Number of Shares Beneficially Owned(2) | Percentage of Common Stock Outstanding(3) | |||||||||||||
Jonathan W. Ayers | 577,573 (4) | 539,749 | 1,117,322 | 1.34% | |||||||||||||
Irene Chang Britt | — | 701 | 701 | * | |||||||||||||
Bruce L. Claflin | 1,921 (5) | 7,183 | 9,104 | * | |||||||||||||
Asha S. Collins, PhD | 344 | 2,928 | 3,272 | * | |||||||||||||
Stuart M. Essig, PhD | 568 | 9,972 | 10,540 | * | |||||||||||||
Daniel M. Junius | 2,556 | 4,996 | 7,552 | * | |||||||||||||
Lawrence D. Kingsley | 7,546 | 14,322 | 21,868 | * | |||||||||||||
Sam Samad | — | 4,617 | 4,617 | * | |||||||||||||
M. Anne Szostak | 6,304 (6) | 8,486 | 14,790 | * | |||||||||||||
Sophie V. Vandebroek, PhD | 8,741 (7) | 3,849 | 12,590 | * | |||||||||||||
Jonathan J. Mazelsky | 81,497 | 223,697 | 305,194 | * | |||||||||||||
Brian P. McKeon | 29,203 (8) | 86,647 | 115,850 | * | |||||||||||||
Tina Hunt, PhD | 11,836 (9) | 30,724 | 42,560 | * | |||||||||||||
Michael J. Lane | 7,035 (10) | 18,748 | 25,783 | * | |||||||||||||
James F. Polewaczyk | 10,711 | 5,214 | 15,925 | * | |||||||||||||
All Directors and executive officers as of March 8, 2024 as a group: (21 persons) | 770,451 | 1,065,709 | 1,836,160 | 2.18% |
IDEXX 2024 PROXY STATEMENT | 61 |
62 | IDEXX 2024 PROXY STATEMENT |
Beneficial Owner | Shares Owned | DSUs(1) | Total Number of Shares and DSUs Owned | |||||||||||
Jonathan W. Ayers | 577,573 | (2) | 584 | 578,157 | ||||||||||
Irene Chang Britt | — | — | — | |||||||||||
Bruce L. Claflin | 1,921 | (3) | 2,896 | 4,817 | ||||||||||
Asha S. Collins, PhD | 344 | 511 | 855 | |||||||||||
Stuart M. Essig, PhD | 568 | 2,410 | 2,978 | |||||||||||
Daniel M. Junius | 2,556 | 4,217 | 6,773 | |||||||||||
Lawrence D. Kingsley | 7,546 | 2,738 | 10,284 | |||||||||||
Sam Samad | — | 1,211 | 1,211 | |||||||||||
M. Anne Szostak | 6,304 | (4) | 4,515 | 10,819 | ||||||||||
Sophie V. Vandebroek, PhD | 8,741 | (5) | 4,389 | 13,130 | ||||||||||
Jonathan J. Mazelsky | 81,497 | — | 81,497 | |||||||||||
Brian P. McKeon | 29,203 | (6) | 34,708 | 63,911 | ||||||||||
Tina Hunt, PhD | 11,836 | (7) | — | 11,836 | ||||||||||
Michael J. Lane | 7,035 | (8) | — | 7,035 | ||||||||||
James F. Polewaczyk | 10,711 | — | 10,711 | |||||||||||
All Directors and executive officers as of March 8, 2024 as a group: (21 persons) | 770,451 | 58,179 | 828,630 |
46 | IDEXX 2024 PROXY STATEMENT |
IDEXX 2024 PROXY STATEMENT | 47 |
Board Member | Audit | Compensation & Talent | Governance & Corporate Responsibility | Finance | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jonathan W. Ayers | l | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Irene Chang Britt(1) | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Bruce L. Claflin(1) | l | + | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asha S. Collins, PhD | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stuart M. Essig, PhD | l | + | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Daniel M. Junius (1) | + | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lawrence D. Kingsley(2) | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jonathan J. Mazelsky | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sam Samad (1) | l | l | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
M. Anne Szostak(1)
1.Audit Committee Financial Expert as defined under SEC rules 2.Independent Non-Executive Board Chair
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Compensation and Talent Committee Interlocks and Insider Participation Ms. Szostak (Chair), Ms. Chang Britt, Mr. Kingsley and Mr. Samad served on the Compensation and Talent Committee during 2023. There were no Compensation and Talent Committee interlocks or insider (employee) participation during 2023. Related Person Transactions Our Board has adopted a written Related Person Transaction Policy under which the Audit Committee must review and approve any transaction involving more than $120,000 in which the Company is a participant and in which any related person has or will have a direct or indirect material interest. The Audit Committee may approve any such transaction only if it determines that, under all of the applicable circumstances, the transaction is not inconsistent with the best interests of the Company. A related person under this policy is: +Any executive officer; +A Director, or nominee for Director; +A holder of 5% or more of our common stock; or +An immediate family member of any of those persons.
CORPORATE GOVERNANCE + + + The policy provides that a “direct or indirect material interest” does not arise solely from the related person’s position as a director of another entity that is a party to the transaction, the direct or indirect ownership by the related person and all other related persons in the aggregate of less than a 10% equity interest (other than a general partnership interest) in another entity which is a party to the transaction, both the position and ownership level described above or the related person’s position as an executive officer of another entity involved in a transaction with the Company, where, in the case the related person is an executive officer as described above: +The related person and all other related persons own in the aggregate less than a 10% equity interest in such entity; +The related person and their immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction; +The amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual gross revenue of the other entity involved in the transaction; and +The amount involved in the transaction equals less than 2% of the consolidated gross revenues of the Company for its most recent fiscal year. Since January 1, 2023, there has been one related person transaction requiring review and approval by the Audit Committee under the Related Person Transaction Policy: the employment of an adult son of Mr. James F. Polewaczyk, our Executive Vice President and Chief Commercial Officer. Since the beginning of 2023, Mr. Polewaczyk’s adult son received salary, cash bonus payments and 401(k) employer matching contributions of approximately $130,000 and participated in employee benefit plans and programs generally made available to employees of similar responsibility levels. His compensation is commensurate with peers’ compensation and established in accordance with the Company’s compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. His past and current positions sit within functions outside of the direct or indirect purview of Mr. Polewaczyk and Mr. Polewaczyk has not exerted and does not exert any influence or control over the hiring, retention, career or compensation decisions regarding his adult son. Corporate Governance Guidelines and Code of Ethics The Board has adopted Corporate Governance Guidelines and a Code of Ethics, both of which are accessible on the Corporate Governance section of our website (www.idexx.com). Hard copies are available on request by contacting our Executive Vice President, General Counsel and Corporate Secretary at IDEXX Laboratories, Inc., One IDEXX Drive, Westbrook, Maine 04092. Our Code of Ethics applies to all our employees, officers and Directors. In addition, we intend to post on our website all disclosures required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the Code of Ethics. Anti-Hedging and Short Sale and Anti-Pledging Policies Our Policy on Short Sales, Derivative Transactions and Hedging generally prohibits any Director, officer or employee, or any of their family members or affiliates, from engaging in (i) any short sales of IDEXX securities, (ii) purchases or sales of puts, calls or other derivative securities based upon IDEXX securities, or (iii) purchases of financial instruments that are designed to hedge or offset any decrease in the market value of IDEXX securities. Our Policy on Pledging of Company Stock prohibits our Directors and executive officers from pledging, hypothecating or otherwise encumbering the equity securities they own in IDEXX as collateral for indebtedness, including holding shares in a margin or similar account that would subject our equity securities to margin calls or otherwise making them available as collateral for a margin loan.
+ + + CORPORATE GOVERNANCE Shareholder Communication and Engagement We believe transparent communication and engagement with our shareholders is critical for our continued success. It enables us to convey our strategy for long-term value creation and sustainable financial performance and to understand and actively listen to our shareholders’ perspectives and concerns. We contact, meet and engage with our shareholders on a year-round basis in connection with our quarterly reporting of financial results, industry and investment conferences, our Annual Meeting, our Investor Day and the release of our Corporate Responsibility Report, as well as from time to time on discrete topics of interest to shareholders. In 2023, we engaged and interacted with a meaningful portion of our institutional investor base. As part of our engagement efforts, our senior management met with representatives of many of our top institutional shareholders at industry and investment community conferences and analyst meetings, as well as at engagement meetings arranged by us outside of such forums. We also held our annual 2023 Investor Day at our corporate headquarters in Westbrook, Maine in August 2023, with a live webcast available. To further advance our engagement with shareholders on corporate responsibility matters, we also contacted and met with many of our top institutional shareholders specifically in connection with the July 2023 release of our 2022 Corporate Responsibility Report to communicate and reinforce the key themes of the report while also seeking feedback regarding our corporate responsibility goals, progress toward those goals and our overall approach to corporate responsibility. Topics discussed during our 2023 engagement meetings included, among other things: +Our business strategy, long-term financial potential model and financial performance; +Customer and industry trends; +Investment in R&D, commercial resources and innovation; +Capital allocation and deployment; +Executive compensation, human capital and social matters; +Corporate governance; and +Environmental and sustainability issues. Management shares with the Board the feedback provided by our shareholders. We provide several additional ways for our shareholders and other interested parties to communicate with us. Written communications to any individual Director, the Board Chair or the full Board may be submitted by electronic mail to contactdirectors@idexx.com, by completing the online “Contact the Board” submission form available on our website at www.idexx.com/corporate/corporate-governance.html or by writing to the Office of the Corporate Secretary at One IDEXX Drive, Westbrook, Maine 04092. Written communications addressed to any individual Director are forwarded to that Director. In addition, our Executive Vice President, General Counsel and Corporate Secretary or her delegate reviews all written communications addressed to any individual Director, the Board Chair or the Board. The Corporate Secretary will forward all such written communications to the Board Chair (if the Board Chair is an independent Director) or the Chair of the Governance and Corporate Responsibility Committee, as applicable, for review, except for items that could not reasonably be interpreted to implicate or otherwise relate to the duties and responsibilities of the Board.
CORPORATE GOVERNANCE + + + Virtual Shareholder Meeting We will conduct our 2024 Annual Meeting virtually through a live audio webcast, with related online shareholder tools available. We are implementing the virtual meeting format for our 2024 Annual Meeting to enable full and equal participation by all our shareholders from any location in the world at little to no cost. We believe this is the right choice for IDEXX because: +We are a global company with shareholders all around the world; +The virtual meeting format is cost-effective and convenient for our shareholders, as well as the Company, and enables IDEXX to reduce the environmental impact of our 2024 Annual Meeting; and +Given the latest technology for holding virtual meetings and related online tools, we believe that the virtual meeting format will enhance shareholder access and participation in our 2024 Annual Meeting. We designed the format of our 2024 Annual Meeting to ensure shareholders who attend our 2024 Annual Meeting have the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareholder access, participation and communication through online tools. For example, the format of our 2024 Annual Meeting will include the following: +An online pre-meeting forum will be available to our shareholders at www.proxyvote.com. By accessing this online pre-meeting forum, our shareholders will be able to submit questions in writing in advance of our 2024 Annual Meeting, vote, view the 2024 Annual Meeting’s Rules of Conduct and Procedures and obtain copies of proxy materials and our annual report. +By following instructions on the online pre-meeting forum or at www.virtualshareholdermeeting.com/IDXX2024, shareholders will have the ability to use their telephones to dial into a live audio webcast of the meeting and verbally ask questions during the meeting. In addition, shareholders accessing the audio webcast online will be able to submit questions in writing during the meeting. As part of the 2024 Annual Meeting, we will hold a live Q&A session, during which we will answer questions as they come in and address those asked in advance, as time permits. Please note, however, that the purpose of the meeting will be observed, and we will not address questions determined to be irrelevant or inappropriate. +We will publish the answer to each question received following the 2024 Annual Meeting, including those not addressed during the meeting due to insufficient time, except for those questions determined to be irrelevant or inappropriate. +Although the live audio webcast will be available only to shareholders at the time of the meeting, a replay of the meeting will be made publicly available at www.virtualshareholdermeeting.com/IDXX2024 after the meeting.
+ + + CORPORATE GOVERNANCE Non-Employee Director Compensation Our non-employee Director compensation program is designed to attract and retain qualified Directors, fairly compensate them and align their interests with our shareholders’ interests. The Compensation and Talent Committee reviews and makes recommendations regarding the form and amount of non-employee Director compensation, for discussion and approval by the Board. In 2023, Farient Advisors LLC (Farient), the Compensation and Talent Committee’s independent compensation consultant, provided director compensation program analysis, market data and advice to the Compensation and Talent Committee. Annual Non-Employee Director Compensation Our non-employee Directors receive annual compensation for their Board service as described in the chart below:
1.All retainers are paid prospectively in quarterly installments, and each non-employee Director may, at their option, defer all or any portion of any retainer in the form of fully vested deferred stock units under our Director Deferred Compensation Plan (Director Plan). A non-employee Director who joins the Board after the date of an Annual Meeting receives a pro rata amount of their quarterly installment of the retainer based on the number of days until the end of the quarter during which they were appointed. 2.Effective as of May 17, 2023, the Board increased: (i) the amount of the annual retainer from $80,000 to $90,000; (ii) the amount of the Audit Committee Chair annual retainer from $25,000 to $30,000; and (iii) the amount of the annual equity award value from $230,000 to $250,000, with 50% of the value in the form of non-qualified stock options and 50% of the value in the form of full-value awards. 3.Paid to all Audit Committee members, except the Audit Committee Chair.
CORPORATE GOVERNANCE + + + 4.We annually grant a full-value award and a non-qualified stock option award to each non-employee Director on the date of the Annual Meeting. A non-employee Director who joins the Board after the date of an Annual Meeting receives a pro rata grant based on the number of months remaining until the next year’s grant. The maximum number of shares subject to equity awards granted under our 2018 Stock Incentive Plan (2018 Plan) during a single fiscal year to any non-employee Director, taken together with any cash fees paid during the fiscal year to the non-employee Director in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), will not exceed $650,000 in total value (calculating the value of any such awards based on the grant date fair value of such awards for financial reporting purposes), provided that the non-employee Directors who are considered independent (under Nasdaq rules) may make exceptions to this limit for a Non-Executive Board Chair, if any, in which case the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation. 5.Full-value awards in the form of RSUs or deferred stock units (DSUs) are granted to non-employee Directors. As a default, RSUs are granted to non-employee Directors as the full-value award portion of their annual equity awards; however, a non-employee Director may, at their option, elect to defer the entire full-value award portion of the annual equity award in the form of DSUs under the Director Plan. 6.The number of full-value award units granted equals the target value, divided by the price of our common stock on the grant date, rounded to the nearest whole share. 7.The number of stock options granted equals the target value, divided by the value of a non-qualified stock option, rounded to the nearest whole share. The value of the granted non-qualified stock options is calculated using the Black-Scholes-Merton option pricing model. This model is consistent with the valuation approach used to value executive awards on grant date. 8.In recognition of the additional responsibilities of the independent Non-Executive Board Chair, they receive an additional $80,000 in equity grants, as calculated in accordance with notes (6) and (7) above. 9.All non-employee Directors complied with the stock ownership guidelines as of December 31, 2023 either by satisfying or exceeding target levels of ownership of our common stock or complying with the applicable retention requirements. Equity Compensation A full-value award — either in the form of RSUs or DSUs — and non-qualified stock options are granted to non-employee Directors annually on the date of the Annual Meeting. The most recent grant date was May 17, 2023, and the next scheduled grant date is May 6, 2024, the date of the 2024 Annual Meeting. Full-Value Awards. The full-value awards granted to non-employee Directors, whether in the form of RSUs or DSUs, fully vest on the earlier of one year from the date of grant or the date of the next Annual Meeting. RSUs are granted under the 2018 Plan, and DSUs are granted under the Director Plan and subject to the terms of the 2018 Plan. As a default, RSUs are granted to non-employee Directors as the full-value award portion of their annual equity awards; however, a non-employee Director may defer the entire full-value award portion of the annual equity award in the form of DSUs under the Director Plan. When RSUs vest, an equivalent number of shares of our common stock is then issued and delivered to the non-employee Director. When DSUs vest, the vested DSUs are credited to a hypothetical investment account established in the non-employee Director’s name, and these vested DSUs will be distributed as an equal number of shares of our common stock in accordance with the Director Plan. For more information regarding DSUs and the Director Plan, refer to the discussion below under “Director Plan.” For more information regarding the 2018 Plan, refer to the discussion under “Stock Incentive Plans” beginning on page 110. Non-Qualified Stock Options. Non-qualified stock options are granted under the 2018 Plan and have the following terms: +Exercise price equal to the last reported sales price for a share of our common stock on the grant date; +Fully vest and are exercisable on the earlier of one year from the date of grant or the date of the next Annual Meeting; +Expire on the day immediately prior to the tenth anniversary of the grant date; and +Accelerated vesting upon a change in control of the Company as described in the discussion under “Stock Incentive Plans” beginning on page 110.
+ + + CORPORATE GOVERNANCE Director Plan Each non-employee Director may defer all or any portion of any cash compensation in the form of fully vested DSUs, which are issued under the Director Plan and subject to the terms of the 2018 Plan. In addition, each non-employee Director may defer the entire full-value award portion of the annual equity award in the form of DSUs, which fully vest on the earlier of one year from the date of grant or the date of the next Annual Meeting and are granted under the Director Plan and subject to the terms of the 2018 Plan. Compensation in the form of DSUs constitutes deferred compensation for federal income tax purposes. A hypothetical investment account is established in the name of each non-employee Director, and vested DSUs are credited as follows: +Any cash compensation the Director defers is credited to the account as the number of vested DSUs equal to the aggregate value of the deferred compensation divided by the price of a share of common stock on the date of the applicable deferral; and +When the grant of DSUs made on the date of an Annual Meeting (or any prorated grant of DSUs made when they join the Board) vests, those vested DSUs also are credited to this account. Director Plan account balances are not subject to any interest or other investment returns, other than returns produced by fluctuations in the price of a share of common stock affecting the value of the DSUs in the account. Vested DSUs are distributed in the form of an equal number of shares of our common stock as follows:
CORPORATE GOVERNANCE + + + If the administrator of the Director Plan determines that a non-employee Director has suffered an unforeseeable emergency, the administrator may authorize the distribution of all or a portion of their vested DSUs. Unvested DSUs will vest immediately upon: +The non-employee Director’s death or disability. +A change in control of the Company. The shares of common stock credited to a non-employee Director’s hypothetical investment account will be distributed in a single lump sum as soon as practicable after a change in control. A change in control under the Director Plan occurs when: +Any person or group acquires direct or indirect beneficial ownership of stock possessing 35% or more of the total voting power of the Company’s stock; +A majority of the Board members is replaced during any twelve-month period by new Directors whose appointment or election is not approved by a majority of the Board members serving immediately before the appointment or election of any of these new directors; or +A change in the ownership of a substantial portion of our assets occurs such that any person or group acquires assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of our assets immediately prior to such acquisition. Other Benefits We reimburse Directors for their reasonable expenses incurred in connection with Board and Committee meetings and other Board-related activities (including orientations and site visits) and for their reasonable expenses (including travel expenses) incurred in connection with continuing education regarding their duties and responsibilities as Directors. We also extend coverage to them under our directors’ and officers’ indemnity insurance policies. We do not provide any other benefits, including retirement benefits or perquisites, to our independent non-employee Directors. Director Stock Ownership Guidelines Our stock ownership guidelines set a target level of ownership of a number of shares of our common stock for each non-employee Director as of March 31 (or the date of their election or appointment), equal to six times the annual retainer then in effect, divided by the closing stock price on that date. Shares that are owned by, or held in trust for the benefit of, a non-employee Director or their immediate family members residing in the same household and vested DSUs credited to the Director’s investment account are included in calculating stock ownership. If the number of shares of common stock held by a non-employee Director does not exceed the target level, then the Director must retain: +At least 75% of our common stock received upon the exercise of options or the vesting and release of RSUs or DSUs after payment or withholding of any applicable exercise price and taxes; and +All other shares of our common stock held by the Director. A non-employee Director complies with these stock ownership guidelines if their stock ownership equals or exceeds the target level at the end of the year or if they have complied with the applicable retention requirements under the stock ownership guidelines.
+ + + CORPORATE GOVERNANCE 2023 Non-Employee Director Compensation Table The table below shows 2023 compensation for each of our non-employee Directors. Mr. Mazelsky, who is an employee, receives no additional compensation for his Board service. For information regarding Mr. Mazelsky’s compensation, refer to the discussion under “How We Paid Our NEOs in 2023” beginning on page 86.
1.Stock awards to non-employee Directors are issued either in the form of RSUs pursuant to the 2018 Plan or DSUs pursuant to the Company’s Director Plan. The amount shown excludes DSUs received in lieu of deferred compensation as described in note 5 below and reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 (calculated by rounding $125,000 (or $165,000 in the case of the independent Non-Executive Board Chair) to the nearest share on the date of grant). Refer to Note 5 to the consolidated financial statements included in our 2023 Annual Report on Form 10-K for the relevant assumptions used to determine the valuation of our stock awards. As discussed under “Equity Compensation” on page 57, non-employee Directors receive only one full-value award grant and only one option grant during the fiscal year. As of December 31, 2023, each non-employee Director held the following number of outstanding RSUs: Mr. Ayers, 257; Ms. Chang Britt, 208; Mr. Claflin, 0; Dr. Collins, 257; Dr. Essig, 257; Mr. Junius, 0; Mr. Kingsley, 339; Mr. Samad, 0; Ms. Szostak, 257; and Dr. Vandebroek, 257. As of December 31, 2023, the following are the aggregate number of DSUs accumulated in each non-employee Director’s deferral account for all years of service as a Director, including DSUs issued for deferred fees elected by the Directors as well as DSUs issued as annual grants to non-employee Directors: Mr. Ayers, 584; Ms. Irene Chang Britt, 0; Mr. Claflin, 3,153; Dr. Collins, 511; Dr. Essig, 2,410; Mr. Junius, 4,666; Mr. Kingsley, 2,738; Mr. Samad, 1,488; Ms. Szostak, 4,515; and Dr. Vandebroek, 4,389. Refer to "Director Plan” beginning on page 58. 2.Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Refer to Note 5 to the consolidated financial statements included in our 2023 Annual Report on Form 10-K for the relevant assumptions used to determine the valuation of our option awards. As of December 31, 2023, each non-employee Director had the following number of stock options outstanding: Mr. Ayers, 4,318; Ms. Chang Britt, 493; Mr. Claflin, 7,183; Dr. Collins, 2,671; Dr. Essig, 9,715; Mr. Junius, 4,996; Mr. Kingsley, 13,983; Mr. Samad, 4,617; Ms. Szostak 8,229; and Dr. Vandebroek, 4,996. Refer to "Stock Ownership of Directors and Officers" below. 3.Ms. Chang Britt was appointed to the Board effective July, 11, 2023. 4.Consists of a prorated equity grant made to Ms. Chang Britt in connection with her election to the Board, consisting of RSUs having a grant date fair value of $106,348 and nonqualified stock options having a grant date fair value of $106,444. 5.Includes compensation in the amount of $28,125 deferred and issued as 60 DSUs pursuant to the Director Plan.
Stock Ownership Information Stock Ownership of Directors and Officers The table below shows the number of shares of our common stock beneficially owned as of March 8, 2024 by each of our Directors, each of our NEOs named in the Summary Compensation Table for 2023 and all of our Directors and executive officers as a group. The table below also includes information about stock options and vesting restricted stock units granted to our Directors and executive officers. Unless otherwise indicated, each person listed below has sole voting and investment power with respect to the shares and other securities listed.
* Less than 1% 1.Consists of options to purchase shares of common stock exercisable, and RSUs vesting, on or within 60 days after March 8, 2024. 2.The number of shares beneficially owned by each person or group as of March 8, 2024 includes shares of common stock that such person or group had the right to acquire on or within 60 days after March 8, 2024, including but not limited to, upon the exercise of stock options or vesting of RSUs, but excluding DSUs.
+ + + STOCK OWNERSHIP INFORMATION 3.For each individual and group included in the table, percentage of ownership is calculated by dividing the number of shares beneficially owned by such person or group as described in note (2) above by the sum of 83,054,119 shares of common stock outstanding on March 8, 2024 and the number of shares of common stock that such person or group had the right to acquire on or within 60 days after March 8, 2024, including but not limited to, upon the exercise of stock options or vesting of RSUs, but excluding DSUs. 4.Includes 302,179 shares held by the Jonathan W. Ayers 2022 GRAT and 10,000 shares held by the Ayers Family Trust. 5.Includes 1,560 shares held by the Claflin Family Trust, where Mr. Claflin’s spouse is the trustee, for the benefit of his spouse and children. Mr. Claflin disclaims beneficial ownership of the shares held in the Claflin Family Trust. 6.Includes 4,700 shares held by the Trust of M. Anne Szostak. 7.Includes 8,173 shares held by the Sophie Vandebroek Revocable Trust. 8.Includes 18,050 shares held by the Estony McKeon Family LLC. Mr. McKeon is the sole manager of the limited liability company and has sole voting and dispositive power for the shares held by the limited liability company. 9.Includes 160 shares held jointly with Dr. Hunt’s spouse. 10.Includes 592 shares held by Mr. Lane’s spouse in an IRA account. Mr. Lane disclaims beneficial ownership of the shares held in the IRA account. We also grant DSUs to our non-employee Directors as voluntary deferrals of annual fees or annual equity grants under the Director Plan (and prior to the 2022 Annual Meeting as annual equity grants). DSUs are not included in the table above because they do not represent a right to acquire shares of our common stock within 60 days after March 8, 2024. Although DSUs carry no voting rights, individuals holding fully vested deferred stock units are at risk as to the price of our common stock in their investment accounts, and therefore vested deferred stock units are included for purposes of determining satisfaction of target stock ownership levels under our stock ownership guidelines. Accordingly, the following table shows the total numbers of shares and fully vested DSUs owned as of March 8, 2024 by each of our Directors, each of our NEOs and all our Directors and executive officers as a group.
STOCK OWNERSHIP INFORMATION + + +
1.Consists of DSUs that are vested as of March 8, 2024. 2.Includes 302,179 shares held by the Jonathan W. Ayers 2022 GRAT and 10,000 shares held by the Ayers Family Trust. 3.Includes 1,560 shares held by the Claflin Family Trust, where Mr. Claflin’s spouse is the trustee, for the benefit of his spouse and children. Mr. Claflin disclaims beneficial ownership of the shares held in the Claflin Family Trust. 4.Includes 4,700 shares held by the Trust of M. Anne Szostak. 5.Includes 8,173 shares held by the Sophie Vandebroek Revocable Trust. 6.Includes 18,050 shares held by the Estony McKeon Family LLC. Mr. McKeon is the sole manager of the limited liability company and has sole voting and dispositive power for the shares held by the limited liability company. 7.Includes 160 shares held jointly with Dr. Hunt’s spouse. 8.Includes 592 shares held by Mr. Lane’s spouse in an IRA account. Mr. Lane disclaims beneficial ownership of the shares held in the IRA account. Director and Officer Stock Ownership Guidelines We maintain stock ownership guidelines for our Directors and Officers. For more information regarding our Director stock ownership guidelines, refer to the discussion under “Director Stock Ownership Guidelines” on page 59, and for more information regarding our executive stock ownership guidelines, refer to the discussion under “Executive Stock Ownership and Retention” on page 94.
+ + + STOCK OWNERSHIP INFORMATION Stock Ownership of Certain Beneficial Owners Based solely on our review of filings made under Sections 13(d) and 13(g) of the Exchange Act, the only persons or entities known to us to beneficially own more than 5% of our common stock as of December 31, 2023 were:
1.For each group included in the table, percentage ownership is calculated by dividing the number of shares beneficially owned by such group on December 31, 2023, as reflected in the most recent filing by such group of statements of beneficial ownership with the SEC, by the 83,054,119 shares of common stock outstanding on March 8, 2024. Therefore, the percentage ownership may differ from the percentage ownership reported in such statements of beneficial ownership, which reflect ownership as of an earlier date. 2.Based solely upon information derived from a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 24, 2024, it has sole power to vote 8,372,298 shares and sole power to dispose of 9,054,229 shares. 3.Based solely upon information derived from a Schedule 13G/A filed by The Vanguard Group with the SEC on February 13, 2024, it has the sole power to vote 0 shares, sole power to dispose of 8,021,402 shares, shared power to vote 110,034 shares, and shared power to dispose of 356,265 shares. The Vanguard Group provides recordkeeping, managed account and other services for our 401(k) plan and is an investment manager to mutual funds and investment trusts that are investment options in our 401(k) Plan. The selection of Vanguard to provide recordkeeping and other administrative services to our 401(k) plan and the selection of the Vanguard mutual funds or investment trusts as investment options for our 401(k) plan are unrelated to Vanguard’s common stock ownership. The recordkeeping and other administrative service fees resulted from arm’s-length negotiations, and we believe they are reasonable in amount and reflect market terms and conditions. Delinquent Section 16(a) Reports Under Section 16(a) of the Exchange Act, our Directors, executive officers and any person holding more than 10% of our outstanding common stock must report their initial ownership of common stock and any subsequent changes in their ownership to the SEC. Based solely on our review of copies of Section 16(a) reporting forms that we received from reporting persons for transactions occurring during our 2023 fiscal year and written representations from our Directors and executive officers, we believe that no reporting person failed to timely file any report required by Section 16(a) during the 2023 fiscal year.
Proposal Two Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm. The Audit Committee has appointed PwC to serve as our independent registered public accounting firm for 2024, subject to ratification by shareholders. The Audit Committee has retained PwC as our independent registered public accounting firm continuously since 2002. The Audit Committee annually evaluates the performance of our independent registered public accounting firm and determines whether to retain the current firm or consider other firms. In addition, in conjunction with the mandated rotation of our external auditor’s lead engagement partner, the Audit Committee and its chair are directly involved in the selection of the external auditor’s new lead engagement partner. In appointing PwC as our independent registered public accounting firm for 2024, the Audit Committee considered carefully PwC’s performance as the Company’s independent registered public accounting firm, its independence with respect to the services to be performed and its general reputation for adherence to professional auditing standards. The Audit Committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm is in the best interests of the Company and our shareholders. Because the members of the Audit Committee value the views of our shareholders regarding our independent auditors, even though ratification is not required by law, shareholders will have an opportunity to ratify this selection at the 2024 Annual Meeting. Representatives of PwC will be present at the 2024 Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. If this proposal is not approved at the 2024 Annual Meeting, the Audit Committee may reconsider its selection of PwC. Even if the appointment is ratified, the Audit Committee, in its discretion, can direct the appointment of a different firm at any time during the year if the Audit Committee determines that such a change would be in the Company’s and our shareholders’ best interests.
+ + + AUDIT COMMITTEE MATTERS Independent Auditors’ Fees The following table summarizes the fees, including out-of-pocket expenses, that PwC billed for professional services for each of the last two fiscal years. For fiscal year 2023, audit fees also include an estimate of amounts not yet billed.
1.Consists of fees billed for professional services rendered for the audit of our annual financial statements and review of the interim financial statements included in quarterly reports; the audit of the effectiveness of our internal controls over financial reporting; statutory audits or financial audits for our subsidiaries or affiliates; and services associated with periodic reports and other documents filed with the SEC. 2.Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under audit fees. These services include due diligence services pertaining to potential acquisitions and services pertaining to the Company’s transition to new accounting standards. No such services were performed in 2023 or 2022. 3.Consists of tax compliance fees of $59,512 and $81,200 in 2023 and 2022, respectively, and tax advice and consulting fees of $213,973 and $1,212,824 in 2023 and 2022, respectively. Included in tax advice and consulting fees are $5,296 and $1,049,750 in 2023 and 2022, respectively, related to an alignment of our global structure with our growth strategy and proposed and enacted changes in tax laws and regulations. The remaining tax compliance and tax advice and consulting fees were for services that included general U.S. federal, state and local tax consulting and compliance advice; general international tax consulting, structure and compliance advice; and review of federal, state, local and international income, franchise and other tax returns. 4.Consists of fees for online research tools for accounting and financial reporting rules and guidance. Independent Auditor Fee Approval Policy The Audit Committee has adopted a policy for the pre-approval of audit and non-audit services performed by our independent auditor, and the fees paid by us for such services, in order to assure that the provision of such services does not impair the auditor’s independence. Under the policy, at the beginning of the fiscal year, the Audit Committee pre-approves the engagement terms and fees for the annual audit. Certain types of other audit services, audit-related services and tax services have been pre-approved by the Audit Committee under the policy. The Audit Committee is ultimately responsible for the audit fee negotiations associated with the retention of our independent auditor, and any services that have not been pre-approved by the Audit Committee as previously described must be separately approved by the Audit Committee prior to the performance of such services. The Audit Committee periodically establishes pre-approved fee levels for all pre-approved services. The Audit Committee then periodically reviews actual and anticipated fees for the pre-approved services against the pre-approved fee levels. Any anticipated fees exceeding the pre-approved fee levels require further pre-approval by the Audit Committee. With respect to each service for which separate pre-approval is proposed, the independent auditor will provide a detailed description of the services to permit the Audit Committee to assess the impact of the services on the independence of the independent auditor.
AUDIT COMMITTEE MATTERS + + + The Audit Committee may delegate pre-approval authority to one or more of its members and has delegated such authority to its chair. The Audit Committee member to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at the next scheduled meeting. The Audit Committee does not delegate its pre-approval responsibilities to management. During the last two fiscal years, no services were provided by PwC that were approved by the Audit Committee pursuant to the de minimis exception to pre-approval contained in the SEC’s rules.
Proposal Three Advisory Vote to Approve Executive Compensation We are asking our shareholders to approve, on an advisory, non-binding basis, the compensation of our NEOs as described in this Proxy Statement at the 2024 Annual Meeting, as required pursuant to Section 14A of the Exchange Act. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. This proposal is commonly referred to as “say-on-pay.” In recognition of the preference expressed by our shareholders regarding the frequency of “say-on-pay” advisory votes, we have submitted a “say-on-pay” proposal to our shareholders on an annual basis since our 2011 Annual Meeting. In light of the vote of shareholders to support an annual “say-on-pay” vote at our 2023 Annual Meeting, we anticipate that we will again submit a “say-on-pay” proposal to our shareholders at our 2025 Annual Meeting. We have received overwhelming shareholder support of our “say-on-pay” proposal each year since our 2011 Annual Meeting. At the 2023 Annual Meeting, our shareholders approved our “say-on-pay” proposal with approximately 95% of the votes cast voting in favor of approving the compensation of our NEOs. The Board believes that this vote affirmed our shareholders’ support of our executive compensation program. We encourage our shareholders, in deciding how to vote on this proposal, to read the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis section, which discusses in detail our executive compensation program and how it implements our executive compensation philosophy, how our executive compensation program helps drive our business and other corporate strategies, the compensation decisions the Compensation and Talent Committee has made under our executive compensation program and some recent changes made to our compensation program. Our Board recommends that our shareholders approve the following resolution: RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed in this Proxy Statement for the 2024 Annual Meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved on an advisory basis. As an advisory vote, it will not be binding. However, our Compensation and Talent Committee and Board value the opinions expressed by our shareholders in their vote on this proposal and will consider the outcome of this vote when making future compensation decisions for our NEOs.
1.Mr. Polewaczyk will be retiring effective April 1, 2024. Brian P. McKeon. Mr. McKeon has been Executive Vice President, Chief Financial Officer, and Treasurer since January 2014. He leads our finance and investor relations functions, and has oversight responsibility for our Water, OPTI Medical and Livestock, Poultry and Dairy businesses. Mr. McKeon previously had oversight responsibility over various functions, including our corporate development, strategy, global operations and information technology functions and the Companion Animal Group business in Latin America. Mr. McKeon has served as a Director of Alkermes plc since December 2020, where he serves as Chair of the Financial Operating Committee and as a member of the Compensation Committee. Mr. McKeon served as a Director of IDEXX from July 2003 through December 2013, including serving as Chair of the Audit Committee and as a member of the Compensation Committee. He also served as a Director of athenahealth, Inc. from September 2017 to February 2019. Mr. McKeon was Executive Vice President of Iron Mountain Incorporated from April 2007 to December 2013 and Chief Financial Officer of Iron Mountain from April 2007 to October 2013. Mr. McKeon was also Executive Vice President and Chief Financial Officer of The Timberland Company from March 2000 to April 2007. From 1991 to 2000, Mr. McKeon held several finance and strategic planning positions with PepsiCo Inc. Mr. McKeon holds an undergraduate degree in Accounting from the University of Connecticut and an MBA with high distinction from Harvard University.
+ + + EXECUTIVE COMPENSATION Michael Erickson, PhD. Dr. Erickson has been an Executive Vice President of IDEXX and General Manager of IDEXX’s Global Point of Care Diagnostics and Telemedicine businesses since January 2024. He previously served as a Senior Vice President from January 2020 to December 2023, a Corporate Vice President from January 2018 to January 2020, and a Vice President from 2014 to 2017. Dr. Erickson joined IDEXX as Senior Director and General Manager in 2011 and took on increasing leadership responsibilities, including as General Manager of Veterinary Software and Services from 2014 to 2018, General Manager of Corporate and Strategic Accounts from October 2018 through December 2022, and General Manager of Global Point of Care Diagnostics from January 2023 to December 2023. In addition, Dr. Erickson led the company’s Corporate Strategy and Advanced Analytics organization in 2022. Before joining IDEXX, Dr. Erickson was an Associate Principal in the Global Pharmaceutical Practice at McKinsey & Company where he served leading pharmaceutical, biotechnology and health service companies across areas in commercial, business development and health technology innovation. He earned his PhD in biomedical engineering at the Johns Hopkins School of Medicine and his Bachelor of Science degree in Electrical Engineering from Purdue University. Tina Hunt, PhD. Dr. Hunt has been Executive Vice President, Strategy, Sector Development, and Global Operations since January 2023. In this role, she currently leads our global operations, marketing, medical affairs, commercial learning, corporate development, and strategy and advanced analytics functions. Dr. Hunt joined IDEXX in 2006 and served in various leadership roles of increasing responsibilities, including leading the IDEXX VetLab organization and global operations function as Executive Vice President and General Manager of Point of Care Diagnostics and Worldwide Operations from January 2020 to December 2022 and as a Corporate Vice President from November 2016 to January 2020, with a portfolio that included the company’s IDEXX VetLab, Diagnostic Imaging and Telemedicine businesses. Prior to joining IDEXX, Dr. Hunt served as Vice President at Woodard Curran, an environmental and sustainability consulting firm that she joined in 1996. Since January 2022, Dr. Hunt has been a Director of Veeva Systems, Inc. a cloud-based software company for the life sciences industry. She holds a PhD in Environmental Engineering from Purdue University, an MBA from the University of Southern Maine and has participated in Executive Education programs at Stanford University and Harvard University. Michael P. Johnson. Mr. Johnson has been an Executive Vice President since January 2024 and previously served as a Senior Vice President from March 2022 to December 2023. As our Chief Human Resources Officer since joining IDEXX in March 2022, Mr. Johnson leads worldwide human resources. Prior to joining us, Mr. Johnson began his career in 1999 at Abbott Laboratories, Inc., a Fortune 100 human healthcare company, where he held various human resources positions of increasing seniority, including serving as Divisional Vice President of Diversity and Inclusion from July 2020 to March 2022, Divisional Vice President, Human Resources, for Abbott Diabetes Care from January 2017 to June 2020 and for Abbott Medical Optics from November 2013 to December 2016 and Regional Human Resources Director for a variety of international operations in Asia, Latin America and Europe from 2009 to 2013. Mr. Johnson holds a bachelor’s degree in Organizational Administration from the University of Illinois. Michael J. Lane. Mr. Lane has been an Executive Vice President of IDEXX since January 2020 and previously served as a Corporate Vice President from July 2015 to January 2020 and a Vice President from 2012 to July 2015. He has been the General Manager of IDEXX's Global Reference Laboratories business since November 2016, with a portfolio that currently includes the company's worldwide Information Technology function and IDEXX BioAnalytics business. Prior to becoming the General Manager of our Global Reference Laboratories business, he served as the General Manager of the company's U.S. Reference Laboratories from June 2014 to November 2016. In addition to his responsibilities for the Reference Laboratories business, from July 2015 through December 2016, Mr. Lane provided strategic direction for the company's SNAP Point-of-Care testing. In 1999, he joined the IDEXX VetLab organization, where he held various leadership positions with responsibilities in commercial marketing, product management and new product development, and served as General Manager from 2012 to 2014. Mr. Lane joined IDEXX in 1997, supporting strategic planning and business development for diagnostic laboratory services as IDEXX entered the global reference laboratory market segment. Mr. Lane holds a bachelor's degree in International Politics and Economics from Middlebury College and an MBA from the Tuck School of Business at Dartmouth College. James F. Polewaczyk. Mr. Polewaczyk has been an Executive Vice President and the Chief Commercial Officer of IDEXX since January 2020. After joining IDEXX as a Corporate Vice President in February 2007, he served in various leadership roles. From June
EXECUTIVE COMPENSATION + + + 2014 to January 2020, he led our North American Companion Animal Group Commercial Operations. Prior to this, from July 2012 to June 2014, he led our Companion Animal Group Reference Laboratories and Telemedicine lines of business, and from 2007 to 2012, he led our Rapid Assay, Digital Imaging and Telemedicine business lines. Prior to joining IDEXX, from 2001 to 2006, Mr. Polewaczyk was General Manager of the Medical Consumables and Sensors business at Philips Medical Systems, a subsidiary of Royal Philips Electronics (now named Royal Philips). Prior to that, Mr. Polewaczyk spent 15 years at Hewlett-Packard Corporation in a variety of senior marketing and medical technology product development roles. Mr. Polewaczyk holds an undergraduate degree in Electrical Engineering from Worcester Polytechnic Institute and an MBA from Boston University. Michael Schreck. Mr. Schreck has been an Executive Vice President of IDEXX and General Manager, Veterinary Software and Services, Corporate Accounts and Customer Experience since January 2024. He previously served as a Senior Vice President and General Manager, Veterinary Software and Services and Corporate Accounts from January 2023 to December 2023. He joined IDEXX as Senior Vice President and General Manager, Veterinary Software and Services in July 2020. Before joining IDEXX, Mr. Schreck held senior leadership positions at several financial technology companies, including as CEO of CloudVirga from 2017 to 2019 and Senior Vice President at Altisource from 2012 to 2017 with responsibility for its global software and analytics companies. Previously, he served as CEO at Corrective Solutions and General Partner at General Catalyst Partners, where he helped launch Upromise and m-Qube and served on the board of Coremetrics. Mr. Schreck holds a bachelor’s degree in Political Science from Brigham Young University and an MBA from Harvard University. Martin Smith, PhD. Dr. Smith has been Executive Vice President and Chief Technology Officer since August 2021. Prior to joining IDEXX, he served as Vice President and Chief Technology Officer of Cytiva, which is part of Danaher Corporation, from August 2020 to July 2021. Previously, Dr. Smith held various leadership positions with increasing responsibilities at Pall Corporation, most recently serving as Pall’s Chief Technology Officer from September 2014 to August 2020. Dr. Smith’s prior roles at Pall included Senior Vice President, Pall R&D from 2010 to 2014, Vice President, Research & Development, Pall Medical from 2008 to 2010 and Senior Director, Pall Life Science R&D from 2006 to 2008. Dr. Smith received a bachelor’s degree in Biological Sciences from University of Essex, a master’s degree in Biotechnology from Reading University and a PhD in Cell Biology from University College London. He is the holder of multiple U.S.-issued patents in the area of separations science. Sharon E. Underberg. Ms. Underberg serves as Executive Vice President, General Counsel and Corporate Secretary. In this capacity, she leads IDEXX’s global legal, corporate governance, compliance and corporate secretary functions. Ms. Underberg joined the Company in February 2019 as a Corporate Vice President and assumed the roles of General Counsel and Corporate Secretary in March 2019. She was appointed a Senior Vice President in January 2021, and an Executive Vice President in February 2022. Prior to joining IDEXX, Ms. Underberg served as General Counsel, Secretary and Senior Vice President of Eastman Kodak Company (Kodak) from January 2015 to January 2019. Before that, she served in various leadership roles of increasing responsibility in Kodak’s legal department, which she joined in October 1989. Ms. Underberg began her legal career as an attorney in private practice. She holds an undergraduate degree in Political Science from Brandeis University and a JD from the University of Pennsylvania School of Law. George Fennell. Mr. Fennell has been Senior Vice President of IDEXX since January 2020 and was a Corporate Vice President from June 2011 to January 2020. He has served as our Chief Revenue Officer since January 2024, and in this role he leads our global commercial sales and field support teams. Prior to becoming our Chief Revenue Officer, Mr. Fennell led the Companion Animal Group Customer Facing Organization in the Americas and Europe from May 2023 to December 2023 and the North American Companion Animal Group Customer Facing Organization from June 2011 to May 2023. Prior to joining IDEXX in 2011, Mr. Fennell worked at Pfizer Animal Health, a division of Pfizer Inc., where in April 2003 he began as head of marketing for the companion animal business. He then served as Vice President of the U.S. Companion Animal Division from 2005 through 2010, and from January 2011, was Vice President, Pfizer Animal Genetics, Diagnostics and Aquaculture. Before his tenure at Pfizer, he held a series of sales, marketing and operational roles in the crop sciences business for American Cyanamid and BASF, diversified chemical companies. Mr. Fennell holds a bachelor’s degree in Economics and Agricultural Business from the University of Delaware.
+ + + EXECUTIVE COMPENSATION Compensation Discussion and Analysis This section describes the material elements of our executive compensation program, including our principal compensation practices and policies, details the oversight provided by the Compensation and Talent Committee with respect to our executive compensation program and explains how we arrived at the specific compensation for our NEOs for 2023. Our NEOs for 2023 were as follows:
1.Mr. Polewaczyk will be retiring effective April 1, 2024. To assist your review, note that the information provided in our Compensation Discussion and Analysis is organized in the following six subsections:
EXECUTIVE COMPENSATION + + + Executive Summary Our Compensation Philosophy and Objectives
+ + + EXECUTIVE COMPENSATION Compensation Key Elements In support of our compensation philosophy and objectives, our executive compensation program consists of the following three key elements, the value of which, in total for each NEO, are within a competitive range for similar positions of our peer group and market survey compensation data. As a whole, these elements are designed to be performance-based, with variable, at-risk pay from our annual and long-term performance-based compensation constituting a significant portion of total compensation:
+Base Salary To provide a fixed amount of compensation that is positioned in a competitive range for similar positions, and takes into account the individual skills, abilities and performance of each of our executives, which supports our compensation philosophy of attracting and retaining talented individuals. +Annual Performance-Based Cash Bonus To motivate senior executives to achieve our annual goals for financial performance, as well as achieve key annual goals that strengthen the business and position us for longer-term performance. Target bonus percentages are positioned in a competitive range for similar positions and capped at 200% of target. +Equity-Based Long-Term Incentive Compensation To motivate long-term performance and align the interests of management and shareholders, which supports our compensation philosophy of rewarding long-term performance and sustained shareholder value creation in a way that attracts and retains talented senior executives. In general, long-term incentive opportunities are structured so that, when combined with salary and target bonus opportunity, total target direct compensation is positioned in a competitive range. 2024 Changes to the Equity-Based Long-Term Incentive Compensation Element In connection with the Compensation and Talent Committee’s review of the executive compensation program for 2024, it decided to modify the equity-based long-term incentive compensation component by introducing PSUs. In 2024, senior executives, other than our CEO, will receive 50% of their annual equity award value in the form of stock options, 25% in the form of PSUs and 25% in the form of time-based RSUs, which compares to our historical practice of an equity-based long-term incentive mix for our NEOs generally consisting of 75% stock options and 25% RSUs. The value of our CEO’s annual equity award package in 2024 will be divided equally between PSUs and stock options. The 2024 PSU awards are subject to a three-year performance period and the target payout is based on two equally weighted financial metrics: (i) our average annual organic revenue growth for 2024-2026 and (ii) our average annual comparable operating profit growth for 2024-2026, with a payout maximum of 200% of target. Following the end of the three-year performance period, the Compensation and Talent Committee will determine the payout ratio, and the earned shares underlying the PSU awards will vest on the later of the third anniversary of the grant date or the date of such determination, generally subject to the senior executive’s continued employment through the vesting date. The Compensation and Talent Committee decided to introduce PSU awards to further reinforce our senior executives’ focus on long-term performance goals tied to our growth strategy, additionally strengthen the direct alignment between the interests of our senior executives and shareholders and further support our long-held compensation philosophy of pay for performance.
EXECUTIVE COMPENSATION + + + 2023 Performance Highlights Management executed well in 2023 and delivered strong financial results supported by approximately 9% overall organic revenue growth and improved operating margins. Our growth was driven by sustained benefits from our execution drivers, including 11% growth in our premium instrument installed base, solid new business gains, high levels of customer retention, high growth in recurring veterinary software revenues and net price realization aligned with the value that we deliver. We achieved 25% growth in diluted earnings per share, or 29% comparable EPS growth, including a combined 12% benefit from a customer contract resolution payment and the lapping of discrete 2022 research and development investments, while also advancing significant strategic investments in research and development and commercial capability in support of our long-term objectives. Management achieved this strong financial performance despite headwinds from a sustained pullback in veterinary clinic capacity levels, following a period of record high demand in 2020 to 2021, as well as a challenging macro environment. We also continued to make meaningful progress against our long-term business strategy to position us to produce sustainable, long-term value creation for our shareholders and other stakeholders. Of particular note, we: +Successfully prepared for the announcement of the fourth quarter 2024 launch of our IDEXX inVue Dx Cellular Analyzer at the Veterinary Meeting & Expo in January 2024; +Delivered six new product, service and software solution enhancements consistent with our innovation strategy to drive long-term growth; +Sustained customer retention rates in the 97% to 99% range in the United States, and similarly high levels globally, within our CAG Diagnostics business; +Completed an expansion of U.S. commercial field-based team, which better sizes territories to enable more frequent interactions with our customers; +Achieved high levels of growth for our key cloud practice management systems solutions; +Maintained an excellent customer experience by exceeding our 99% CAG product availability goals and 98% reference lab on-time results delivery goals; +Exceeded our goal of delivering over $15 million in productivity savings in global operations without compromising customer experience; +Reduced the voluntary attrition rate of all employees, maintained high engagement levels of staff across the globe and achieved best-in-class employee net promoter scores; +Significantly advanced our efforts to execute on our strategy to reduce our Scope 1 and 2 greenhouse gas emissions by 37.8% against a 2021 baseline and source 100% renewable electricity by 2030, including successfully procuring a virtual power purchase agreement, which IDEXX signed in January 2024; and +Implemented a data management software solution to support the efficiency and governance of the collection of environmental, social and governance data for voluntary and mandatory reporting purposes. These achievements resulted from the outstanding leadership and work of IDEXX management and their global teams, and helped further strengthen our commercial engagement and execution capabilities, support our customer-first mindset and advance our innovation priorities.
+ + + EXECUTIVE COMPENSATION 2023 Performance-Related Executive Compensation Results Our strong financial performance in 2023 exceeded the budget targets for all four of the financial performance metrics used to determine the 2023 annual performance-based cash bonus paid to our NEOs. Our achievements against 2023 budget goals are illustrated in the following graphs. This strong financial performance reflects disciplined execution of our strategy in the face of headwinds from veterinary clinic capacity levels following a period of record high demand during 2020 and 2021 and a challenging macroeconomic environment, including inflation, increased interest rates and geopolitical instability.
1.Refer to Appendix A for a description and reconciliation of organic revenue growth and ROIC to their most directly comparable financial measures under GAAP. The Compensation and Talent Committee approved an overall payout of 139% of target for our 2023 annual performance-based bonus plan, or our Executive Incentive Plan, after weighing our strong financial performance and substantial progress against our long-term strategic goals, reflecting direct alignment between performance and executive pay. Our longer-term financial performance remains strong, reflecting enduring and meaningful long-term value creation for and alignment with our shareholders and other stakeholders. For example, since 2019, our last full fiscal year prior to the COVID-19 pandemic, our operating profit has increased 98% and our earnings per share have grown 106%. Our delivery of these long-term financial results is reflected in our compound annual total shareholder return over the last one-, three- and five-year periods. 1-, 3- and 5-Year Compound Annual Total Shareholder Return %* * Based on total return to shareholders, assuming dividend reinvestment for those companies issuing dividends. All periods ended December 31, 2023. ** Average of the compensation peer group identified under “Compensation Benchmarking and Peer Group” beginning on page 84 and excludes IDEXX.
EXECUTIVE COMPENSATION + + + Total Direct Compensation Summary Consistent with our executive compensation philosophy and objectives, the total direct compensation for each of our NEOs reflects their substantial contributions to our performance in 2023. Specifically, the Compensation and Talent Committee determined 2023 compensation for our NEOs in light of our strong, consistent execution against our strategy, performance against 2023 financial goals and substantial achievements against our non-financial goals geared toward sustaining our long-term growth and delivering shareholder value. In making these determinations, the Compensation and Talent Committee gave primary consideration to each NEO’s impact on our results in the context of our business model and their scope of responsibility, as well as other relevant factors (such as prior experience and sustained high performance) and data on prevailing market compensation levels in our identified peer group. The following table provides an overview of total direct compensation paid to our NEOs for fiscal year 2023, including a breakdown of each of the three key elements of total direct compensation and the 2023 target annual performance-based cash bonus compared to the actual amount of the 2023 annual performance-based cash bonus.
1. Reflects annual base pay approved by the Compensation and Talent Committee in February 2023 and effective in March 2023. 2. Reflects the aggregate grant value (expressed in dollars) approved by the Compensation and Talent Committee, which differs slightly from the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 that results from the conversion of the approved grant value into shares and rounding the resulting number of shares underlying an award to the nearest whole number to avoid the issuance of fractional shares. Refer to Note 5 to our consolidated financial statements included in our 2023 Annual Report on Form 10-K for the relevant assumptions used to determine the grant date fair value of our stock awards and stock options. 3. Dr. Hunt’s $2.4 million grant value includes a one-time equity award granted to Dr. Hunt in 2023 in the form of RSUs which vest on February 14, 2026 and had a grant date value of $750,000. This special, one-time award was made to Dr. Hunt in recognition of her expanded job responsibilities encompassing corporate strategy, marketing and sector development. 4. Mr. Polewaczyk will be retiring effective April 1, 2024. For greater detail regarding the compensation determinations made by the Compensation and Talent Committee with respect to our NEOs, refer to the discussion under “How We Paid Our NEOs in 2023” beginning on page 86.
+ + + EXECUTIVE COMPENSATION Key Compensation Practices and Policies We seek to promote the long-term interests of our shareholders through our prudent compensation practices and policies with respect to our NEOs and other executive officers: Executive Compensation Program Design
Equity-Award-Related Practices
EXECUTIVE COMPENSATION + + + Compensation Governance and Risk Mitigation
+ + + EXECUTIVE COMPENSATION How We Determine Compensation Compensation When the Compensation and Talent Committee makes decisions with respect to each element of an In general, the total target direct compensation mix for our CEO and our other NEOs (as an average) for 2023 was as follows: Components of CEO 2023 Total Target Direct Compensation
Components of Other NEOs’ 2023 Total Target Direct Compensation (Average)
EXECUTIVE COMPENSATION + + + Roles and Responsibilities The Compensation and Talent Committee engages an independent compensation consultant, Farient, to inform and support its decisions on executive compensation.
*During
+ + + EXECUTIVE COMPENSATION Results of the At our We regularly engage shareholders on a year-round basis to convey our strategy and actively listen to their perspectives and concerns, including regarding our executive compensation program. For more information about our shareholder engagement efforts refer to the discussion under “Shareholder Communication and Engagement” on page 54. The chart below illustrates the results of our last three annual shareholder votes regarding the compensation of our NEOs: Compensation Benchmarking and Peer Group The Compensation and Talent Committee believes that market data, including compensation data from a peer group of comparable companies, is essential to determining compensation targets and actual awards that attract and retain highly talented Our executive compensation program is benchmarked against a peer group of
EXECUTIVE COMPENSATION + + + We view the peer group selection process as a critical aspect of our executive compensation program because benchmarking our pay practices against our market peers provides us with key information relevant to the attraction and retention of talent. The composition of our peer group is based upon a number of criteria, including the following:
1.Zoetis Inc. and Elanco Animal Health Incorporated, veterinary medicine companies serving the animal health sector, are in our peer group and are classified under GICS as pharmaceutical companies.
+ + + EXECUTIVE COMPENSATION In February IDEXX Compensation Peer Group (16 Companies in Total)
This peer group included the same companies that constituted the peer group referenced by the Compensation and Talent Committee when it determined As part of our compensation benchmarking process, we utilize a blend of peer group data and survey data of technology, life science and other companies representing companies similar to IDEXX in size and business model. How We Paid Our NEOs in In making compensation determinations for our NEOs, the Compensation and Talent Committee gives primary consideration to their impact on our results in the context of our business model and their scope of responsibility, in addition to other relevant factors (such as prior experience and performance) and data on prevailing market compensation levels. The Compensation and Talent Committee also gives considerable weight to the CEO’s evaluation of the other NEOs because of his unique knowledge of their responsibilities, performance and contributions. Before making its final decisions regarding Mr. Mazelsky’s For each of our NEOs, including our CEO, the Compensation and Talent Committee determines each component of compensation — base salary, annual performance-based cash bonus and equity-based long-term incentive compensation — based on
EXECUTIVE COMPENSATION + + + Base Salary The Compensation and Talent Committee reviews and approves base salary levels annually, typically in the first fiscal quarter, as part of our compensation planning process. The Compensation and Talent Committee targets base salary for the The Mr. Mazelsky’s base salary was kept the same as it was in 2022 after determination that it was in a competitive range. Annual Performance-Based Cash Bonus Pursuant to the
Each participating senior executive’s target bonus amount is equal to a certain percentage of their annual base salary, and their actual bonus is capped at 200% of this target bonus amount, mitigating the risk associated with this type of incentive compensation design. The Compensation and Talent Committee sets the target percentages to provide a suitable mix of fixed and variable compensation and to maintain an appropriate weighting of annual versus longer-term incentives, consistent with our compensation philosophy.
The overall performance factor used to calculate these bonuses consists of:
+ + + EXECUTIVE COMPENSATION The Compensation and Talent Committee annually establishes the respective weightings of the financial and non-financial performance factors. For Overall and Individual Performance Factors In Financial Performance Factor The Compensation and Talent Committee annually establishes the financial metrics used to calculate the financial performance factor and their respective weightings. For
These metrics relate to Company-wide performance that our participating senior executives directly influence, which ensures a connection between their annual performance and the actual performance-based cash bonus payment amounts. In addition, the Compensation and Talent Committee selected these financial metrics (and the applicable weighting) because
EXECUTIVE COMPENSATION + + + The Compensation and Talent Committee established In the event performance of any metric is between the threshold and target goals or target and maximum goals, the payout rating for that metric is calculated on a sliding scale, ranging from 25% to 200%, under the Executive Incentive Plan. The Compensation and Talent Committee decided to use a wider range under the Executive Incentive Plan (compared to the 50% to 180% The following table
5.Numbers may not foot due to rounding.
+ + + EXECUTIVE COMPENSATION Non-Financial Performance Factor The Compensation and Talent Committee determines the non-financial performance factor, representing 40% of the overall performance factor under the Executive Incentive Plan, by considering achievement against the annual non-financial goals approved by the Board and intended to strengthen the business to support long-term The Board approved annual non-financial goals The Compensation and Talent Committee evaluated our 2023 performance against these goals, and based upon that evaluation,
EXECUTIVE COMPENSATION + + +
Under our Equity-Based Long-Term Incentive Compensation We believe that granting equity-based awards is Types and Mix of The
*In February 2023, the Compensation and Talent Committee granted premium-priced stock options to Mr. Mazelsky with an exercise price equal to 115% of the closing sale price of our common stock on the grant date.
+ + + EXECUTIVE COMPENSATION Generally, unvested RSUs and Historically, and in 2023, executive officers generally received 75% of Stock options, which only have value to the extent our stock price exceeds the per-share exercise price and vest ratably over time, create alignment with shareholder interests and serve as effective incentives for our executive officers to create long-term shareholder value. Stock options are also retentive even after vesting because the opportunity to exercise is generally contingent on continued employment. RSUs, which also vest ratably over time, vary in value depending on the stock price of our common stock prior to In connection with the Compensation and Talent Committee’s review of the executive compensation program for 2024, it decided to modify the equity-based long-term compensation component by introducing PSUs. For more information about the terms of the PSUs and the Compensation and Talent Committee’s rationale for this modification, refer to the discussion under “2024 Changes to the Equity-Based Long-Term Incentive Compensation Element” on page 76. 2023 NEO Annual Equity Awards In determining the value of annual equity awards granted to each NEO, the Compensation and Talent Committee evaluates a number of factors, including a competitive assessment of the market and each senior executive’s responsibilities, performance, long-term leadership potential and equity holdings. The Compensation and Talent Committee also considers the impact of equity award values in total on shareholder dilution and shareholder value transfer in relation to the average of such totals for The Compensation and Talent Committee
EXECUTIVE COMPENSATION + + + In February
2.Stock options awards vest ratably over four years and have a term of 10 years. 6.Includes a one-time equity award granted by the Compensation and Talent Committee to Dr. Hunt in February 2023 in the form of RSUs, which vest in their entirety on February 14, 2026, and have a grant value approved by the Compensation and Talent Committee of $750,000. This special, one-time award was made to Dr. Hunt in recognition of her expanded job responsibilities encompassing corporate strategy, marketing and sector development. Minimal Executive Benefits and Perquisites We provide a wide array of health and welfare benefits In
+ + + EXECUTIVE COMPENSATION critical to their performance. The tax preparation and financial planning service is provided to maximize the amount of time that our We do not gross up our How We Manage Risk and Governance Executive Stock Ownership and Retention We maintain stock ownership guidelines intended to further align the financial interests of our senior executives with those of our shareholders. These guidelines set a target
These target levels determine whether the senior executive must retain additional stock acquired upon the vesting and We do not apply All NEOs were in compliance with the guidelines as of December 31,
EXECUTIVE COMPENSATION + + + Recovery of Incentive Compensation Policy on Short-Sales, Derivatives and Hedging Pursuant to our Policy on Short Sales, Derivative Transactions and Hedging, no Director or employee of IDEXX may engage in short sales of our securities; purchases or sales of puts, calls or other derivative securities based on our securities; or purchases of financial instruments that are designed to hedge or offset any decrease in the market value of our securities. Anti-Pledging Policy We maintain a Policy on Pledging of Company Stock that prohibits our Directors and Executive Agreements In connection with Mr. Mazelsky’s appointment as our President and CEO in October 2019, IDEXX and Mr. Mazelsky entered into the Mazelsky Employment Agreement. Among other things, the Mazelsky Employment Agreement provides Mr. Mazelsky with certain severance benefits if he were to be terminated by IDEXX other than for cause (as defined in the Mazelsky Employment Agreement) or in connection with a change in control (as described below). For more information regarding these severance benefits, refer to the discussion under “Potential Payments Upon Termination or Change in Control” beginning on page In addition, each of the NEOs and certain other senior executives has a change in control agreement with IDEXX. With respect to Mr. Mazelsky, the terms of this change in control agreement are included in the Mazelsky Employment Agreement. The purpose of these agreements is to provide strong incentives for these senior executives to act in the best interest of our stakeholders before, during and after any change in control transaction by providing them with certain payments, benefits and accelerated vesting of equity awards in the event their employment is terminated or materially changed following a change in control. The agreements do not provide for any 280G excise tax gross-ups. The change in control agreements (other than the Mazelsky Employment Agreement) renew annually unless we provide timely notice of our intent not to renew. The Compensation and Talent Committee believes these terms are reasonable and consistent with market practice. The Compensation and Talent Committee periodically reviews the change in control agreements and obtains updated industry benchmarking advice from its independent compensation consultant to assist in determining whether any modifications to the agreements are necessary or whether we should permit
+ + + EXECUTIVE COMPENSATION renewal. For more information regarding these change in control agreements and the payments and benefits provided thereunder, refer to the discussion under “Potential Payments Upon Termination or Change in Control” beginning on page We have also entered into Confidential Information, Work Product and Restrictive Covenant Agreements with our senior executives, including each of our NEOs, pursuant to which senior executives agree to abide by standard non-competition, non-solicitation, confidentiality and invention assignment covenants. Equity Award Grant Policy We have an equity award grant policy that determines when and how we grant equity awards. This policy provides for an award date on the date the Compensation and Talent Committee approves an equity award at its regularly scheduled February meeting, and as to any other equity awards, a fixed award Risk Analysis The Compensation and Talent Committee engaged Farient to conduct an analysis of our compensation practices to assist the Compensation and Talent Committee in determining whether those practices created risks that were reasonably likely to have a material adverse effect on IDEXX. The results of this analysis were presented by Farient to the Compensation and Talent Committee in Compensation and Talent Committee Report The Compensation and Talent Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement for the year ended December 31, Compensation and Talent Committee M. Anne Szostak, Chair Irene Chang Britt Lawrence D. Kingsley Sam Samad
EXECUTIVE COMPENSATION + + + Executive Compensation Tables Summary Compensation Table for The following table sets forth the compensation earned during
+ + + EXECUTIVE COMPENSATION 5.Amount shown includes 6.Amount shown includes $16,500 in Company matching contributions under the Company’s 401(k) plan, and the remainder includes tax preparation fees and premiums paid on behalf of Mr. Lane under the Company’s disability and life insurance plans. 7.Amount shown includes $16,500 in Company matching contributions under the Company’s 401(k) plan, and the remainder includes tax preparation fees and premiums paid on behalf of Mr. Polewaczyk under the Company’s disability and life insurance plans.
EXECUTIVE COMPENSATION + + + The following table sets forth each grant of an award made to the NEOs during the Company’s
+ + + EXECUTIVE COMPENSATION 3.Annual performance-based cash bonus amounts for (1) Company financial performance against budget with respect to pre-determined financial metrics (60% weight), and (2) achievement of non-financial performance goals, and in consideration of individual performance (40% weight). For a discussion of the In addition to the footnotes to the Summary Compensation Table for
EXECUTIVE COMPENSATION + + + The table below sets forth information with respect to unexercised options and stock awards that have not vested for each of the NEOs as of the end of the Company’s
+ + + EXECUTIVE COMPENSATION
1.Upon a change in control of IDEXX, each outstanding stock option or RSU award held by all employees of IDEXX, including period commencing on February 14, 2024 (except for Dr. Hunt’s February 8, 2023 grant of 1,508 RSUs, which vests in full on February 14, 2026). RSU grants made in 2020, 2021 and 2022 vest in equal installments over a four-year period commencing on the first anniversary of the date of grant. RSU grants made prior to 2020 vest in equal installments over a five-year period commencing on the first anniversary of the date of grant.
EXECUTIVE COMPENSATION + + + by the Company other than for cause (except following a change in control), his stock options and RSUs will continue to vest in accordance with their terms for two years. Refer to 7.Dr. Hunt was granted a special, one-time award of 1,508 RSUs on February 8, 2023 in recognition of her expanded job responsibilities encompassing corporate strategy, marketing and sector development. The table below sets forth information with respect to exercises of stock options and vesting of RSUs for the NEOs during the
+ + + EXECUTIVE COMPENSATION Pursuant to Section Pay Versus Performance Table for 2023 The following pay versus performance table sets forth information required by Item 402(v) of Regulation S-K, including: (i) the total compensation earned by our CEO (as reported on our Summary Compensation Table), (ii) the “compensation actually paid” to our CEO (calculated in accordance with Item 402(v) of Regulation S-K), (iii) the average of the total compensation earned by our other NEOs (derived from our Summary Compensation Table), (iv) the average “compensation actually paid” to our other NEOs (calculated in accordance with Item 402(v) of Regulation S-K), (v) our net income and (vi) our organic revenue growth rate, in each case, for each of the covered fiscal years of 2020, 2021, 2022 and 2023, as well as our cumulative total shareholder return and that of the S&P 500 Health Care Index (our pay versus performance peer group) over such period.
1.For each of the years presented in the table, our CEO was Jonathan J. Mazelsky. Our other NEOs were Brian P. McKeon (2020-2023), James F. Polewaczyk (2020-2023), Michael J. Lane (2020-2023), Tina Hunt (2021-2023), and Sharon E. Underberg (2020). 2.The table below provides a summary of deductions and additions made from the summary compensation table (SCT) total for our CEO to calculate the “compensation actually paid” to our CEO. The amount has been calculated in accordance with Item 402(v) of Regulation S-K and the dollar amount of the “compensation actually paid” does not reflect the actual amount of compensation earned or paid to the CEO during the applicable year. There were no equity award forfeitures nor dividends or other earnings paid on stock or option awards in any of the applicable years and thus no adjustments are reflected for such events in the table below.
EXECUTIVE COMPENSATION + + +
3.The table below provides a summary of deductions and additions made from the average summary compensation table (SCT) total for our other NEOs to calculate the average “compensation actually paid” to our other NEOs. The amount has been calculated in accordance with Item 402(v) of Regulation S-K and the dollar amount of the average “compensation actually paid” does not reflect the actual average amount of compensation earned or paid to the other NEOs during the applicable year. There were no equity award forfeitures nor dividends or other earnings paid on stock or option awards in any of the applicable years and thus no adjustments are reflected for such events in the table below.
4.Equity values used to determine the deductions and additions set forth in the tables in notes (2) and (3) above to calculate “compensation actually paid” for our CEO and average “compensation actually paid” for our other NEOs are calculated in accordance with FASB ASC Topic 718. Adjustments with respect to stock option awards have been made as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility and risk free rates) as of the relevant measurement date in accordance with U.S. GAAP. The methodology used to develop the valuation assumptions as of each relevant measurement date does not differ materially from those disclosed at the time of grant.
+ + + EXECUTIVE COMPENSATION 5.The measurement period to calculate total shareholder return (TSR) begins as of market close on December 31, 2019 and ends on December 31, 2020, 2021, 2022 and 2023, as applicable. The calculation of TSR assumes an initial investment of $100 as of the close of trading on December 31, 2019, and assumes dividends, if any, were reinvested. 6.The peer group TSR set forth in the table utilizes the S&P 500 Health Care Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The measurement period to calculate the S&P 500 Health Care Index TSR begins as of market close on December 31, 2019 and ends on December 31, 2020, 2021, 2022 and 2023 as applicable. The calculation of the S&P 500 Health Care Index TSR assumes an investment of $100 in the S&P 500 Health Care Index as of the close of trading on December 31, 2019, and assumes dividends, if any, were reinvested. 7.For a discussion of how organic revenue growth was used by IDEXX to link “compensation actually paid” to our NEOs in 2023 to our financial performance, refer to the discussion under “Financial Performance Factor” beginning on page 88. Organic revenue growth is a non-GAAP financial measure. Information regarding organic revenue growth and its calculation is provided in Appendix A. While we use a variety of financial performance measures for the purpose of evaluating performance as part of our executive compensation programs, we have determined that organic revenue growth is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used in 2023 to link “compensation actually paid” to the NEOs to the Company’s performance because it is the metric with the highest weighting in the financial performance factor portion of our Executive Incentive Plan. As detailed earlier under “Compensation Discussion and Analysis” beginning on page 74, we seek to create alignment between management and shareholder interests. We do so, in part, by compensating our NEOs primarily with variable and “at-risk” compensation elements. In particular, a majority of the value of our NEOs’ total target direct compensation is in the form of long-term equity awards. As a result, the increase in our stock price during 2023 resulted in “compensation actually paid” for our CEO and average “compensation actually paid” for our other NEOs that was significantly higher than the corresponding total compensation amounts reported in the Summary Compensation Table for 2023. Relationship Between Compensation Actually Paid and Certain Measures The following graphs describe the relationship between the annual total compensation actually paid to our CEO, the average annual total compensation actually paid to our other NEOs, the total shareholder return of our stock, the total shareholder return of the S&P 500 Health Care Index, our net income and our organic revenue growth rate, as each is disclosed in the pay versus performance table above.
EXECUTIVE COMPENSATION + + +
+ + + EXECUTIVE COMPENSATION 2023 Financial Performance Measures Pursuant to Item 402(v)(6) of Regulation S-K, we are required to provide a tabular list of at least three, and up to seven, financial performance measures, which in our assessment represent the most important financial performance measures used by us to link compensation actually paid to our NEOs, for 2023, to our performance. Based on the components of our CEO and other NEO pay, as well as the financial metrics used to calculate the financial performance factor of our 2023 Executive Incentive Plan, it is our assessment that the following were the most important financial performance measures used by us to link “compensation actually paid” to our CEO and other NEOs in 2023 to company performance:
1.For a description of the financial performance measures and how they factor into our annual performance-based cash bonus program, refer to the discussion under “Financial Performance Factor” beginning on page 88.
EXECUTIVE COMPENSATION + + + CEO Pay Ratio Pursuant to Item 402(u) of Regulation S-K, we are required to provide annual disclosure of the ratio of (i) the median employee. For fiscal year +the total annual compensation of our CEO was +the +the ratio of our CEO’s annual total compensation to that of our median employee currency conversion, we did not make any assumptions, adjustments or estimates with respect to total gross earnings, and we did not annualize the compensation for any full-time employees that were not employed by us for all of After identifying our median employee using the methodology described above, we calculated annual total compensation for this employee using the same methodology we use for our NEOs in the Summary Compensation Table for The foregoing pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. Because the applicable SEC rules permit companies to adopt a variety of methodologies and exclusions and to make reasonable estimates and assumptions based on the particular compensation practices of such companies, the pay ratio reported by other companies may not be comparable to the one we report above.
+ + + EXECUTIVE COMPENSATION Equity Compensation Plan Information The following table summarizes our equity compensation plan information as of December 31,
Stock Incentive Plans In February 2018, the Board adopted the 2018 Plan, which was approved by the shareholders at our 2018 Annual Meeting. Prior to the 2018 Plan, options and other equity awards were granted under the 2009 Stock Incentive Plan (2009 Plan) and prior stock incentive plans, each of which were approved by our shareholders. The vesting, change in control, transferability and other relevant provisions for grants under the 2018 Plan are generally the same as for grants under the 2009 Plan. Upon a “change in control” (as defined in the 2018 Plan), options and awards granted to all participants, including our In general, options granted under the 2018 Plan and 2009 Plan are not transferable, except by will or the laws of descent and distribution, and are exercisable during the lifetime of the grantee only while they are serving as an employee or Director of the Company or, except as described below, within three months after they cease to serve as an employee or Director of the Company; provided,
EXECUTIVE COMPENSATION + + + If a grantee dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) while serving as an employee or Director, or dies within three months after ceasing to serve as an employee or Director, options are exercisable within one year following the date of death or disability. In addition, options granted to Directors and employees since February 2016 will vest immediately upon the grantee’s death or disability. Options expire on the day immediately prior to the tenth anniversary of the date of grant. When RSUs granted under the 2009 Plan and the 2018 Plan vest, an equivalent number of shares of our common stock is then issued and delivered to the grantee. Generally, if a grantee ceases to be an employee or Director, then the balance of each RSU award that has not yet vested will be forfeited, except that unvested RSUs from awards granted since February 2016 will vest immediately upon the grantee’s death or disability. Our currently outstanding options and RSUs include the following post-retirement provisions:
Deferred stock units are granted to our Directors pursuant to the Director Plan, and for information regarding deferred stock units, refer to the discussion under “Director Plan” beginning on page
+ + + EXECUTIVE COMPENSATION Executive Effective Compensation received prior to October 2, 2023 is subject to recoupment under our Policy on Recovery of Incentive Compensation in Event of Certain Financial Restatements, Under the determines appropriate to recover or recoup the incentive compensation that would not have been paid or awarded to the A required condition to the recovery or recoupment of incentive compensation granted or awarded prior to December 2, 2020 under the clawback policy is that the Board or Compensation and Talent Committee determine that the executive subject to the policy engaged in fraud or willful misconduct that caused or partially caused the restatement. The Board or Compensation and Talent Committee has the sole discretion to determine whether an executive subject to the policy has engaged in such conduct. Potential Payments Upon Termination or Change in Control The following table discloses amounts payable to our NEOs under various scenarios had they occurred as of December 31, 2023. The actual amounts to be paid out can only be determined in the event of and at the time any scenario occurs, and, in the event of a change of control, a qualifying termination of the NEO following such change of control, as described below. Each NEO would
EXECUTIVE COMPENSATION + + + receive certain payments upon termination which vary in amount depending upon the reason for termination. Each NEO would also receive a specified payment in connection with a change in control of the Company. The payments to our NEOs described in the table below are governed by the various agreements or arrangements described in the footnotes to the table. Except as described below, we do not have any other contracts, agreements, plans or arrangements with any NEO providing for the payment of severance or other benefits to such NEOs upon a termination of employment with the Company for any reason, other than arrangements that are generally available to all salaried employees.
+ + + EXECUTIVE COMPENSATION
(1) Involuntary Termination without Cause In connection with the promotion of Mr. Mazelsky to our President and CEO in October 2019, the Company and Mr. Mazelsky entered into the Mazelsky Employment The Mazelsky Employment Agreement provides, among other things, that if Mr. Mazelsky were to be terminated by IDEXX other than for cause + Base salary continuation for two years following + A lump sum cash payment equal to two years of the employer portion of medical coverage for Mr. Mazelsky and his covered dependents to the same extent as was paid immediately prior to + Continued vesting of any outstanding equity incentive awards that otherwise would have vested during the two-year period following termination, which awards, if stock options, would remain exercisable for a period of 90 days following the end of such two-year period. The amount shown in the table represents the intrinsic value of unvested stock options and RSUs as
EXECUTIVE COMPENSATION + + + of December 31, 2023 that would continue to vest for two years following termination on December 31, 2023 using the closing sale price of the Company’s common stock as of December 31, 2023 to illustrate the potential value at termination. In addition, any options that were vested immediately prior to such termination date will remain exercisable for a period of 90 days following his termination (or, if Mr. Mazelsky is retirement-eligible (as defined in the applicable equity award agreement) as of such termination date, for a period of 24 months following such termination date). Under the Mazelsky Employment Agreement, “cause” with respect to Mr. Mazelsky is defined as: (i) willful misconduct or gross negligence in the performance of his duties; (ii) willful failure or refusal to perform reasonably assigned directives of, or internal investigations conducted by or at the direction of, the Board; (iii) an indictment or conviction for a felony or any other crimes (whether or not a felony) involving fraud, theft, breach of trust or similar acts; (iv) willful or continued failure to comply with Company rules, regulations, policies or procedures; or (v) abuse of alcohol or another controlled substance that would reasonably be expected to result in a material adverse effect on the business, financial condition or reputation of the Company. As a condition of receipt of any payments or benefits under the Mazelsky Employment Agreement, Mr. Mazelsky will be required to sign a release in the form attached as an exhibit to the Mazelsky Employment Agreement and to abide by the provisions thereof. The release contains a release and waiver of certain claims Mr. Mazelsky or his heirs and assigns may have against the Company (or its successor) and its officers, Directors, affiliates and/or representatives, and will release those entities and persons from any liability for such claims including, but not limited to, all employment discrimination claims. In addition, Mr. Mazelsky’s entitlement to the severance benefits described above are subject to his ongoing compliance with standard non-competition, non-solicitation and other restrictive covenants for a period of two years following termination of Mr. Mazelsky’s employment for any reason. The Mazelsky Employment Agreement also includes change in control provisions pursuant to which, if the employment of Mr. Mazelsky is terminated either by the Company other than for cause or by Mr. Mazelsky for good reason (as defined in the Mazelsky Employment Agreement) within two years following a change in control, he will receive certain payments and benefits, as described below under the heading “Change in
(3) Death or Disability In the event the employment of our executive officers, including our NEOs, terminates in connection with
+ + + EXECUTIVE COMPENSATION Our executive officers may elect to (4) Change in Control The existing change in control agreements for all of the NEOs are identical except as described below. Each change in control agreement, other than the Mazelsky Employment Agreement, has an initial term that automatically renews for successive periods of one year, unless the Company provides notice of nonrenewal to the senior executive within 120 days prior to the renewal date. The change in control agreements provide for the Company to make certain payments and provide certain benefits to the NEOs upon a qualifying termination of employment that follows a change in control of the Company, as described further below. For a further discussion of the Company’s reasons for having change in control agreements, refer to the discussion of change in control agreements under “How We Manage Risk and Governance” beginning on page The change in control agreements define a change in control of the Company as any of the following events +A reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (business combination), unless immediately following such business combination:
EXECUTIVE COMPENSATION + + + Under each of the change in control agreements (other than the Mazelsky Employment Agreement), for a period of two years following a change in control, the Company may not generally reduce the senior executive’s annual base salary or target bonus, or the aggregate benefits to which the senior executive is entitled under incentive plans and welfare benefit plans, below the level to which the senior executive was entitled prior to the change in control. If the employment of The amounts associated with these payments and benefits are reflected in the salary, multiple of average bonus, pro-rated bonus and benefits rows for each NEO in the Change in Control column in the table above. With respect to the benefits amounts, Mr. Mazelsky’s amount reflects the lump sum payment associated with the medical coverage entitlement described above and for our other NEOs the amounts reflect the aggregate incremental costs to the Company to continue to provide the benefits for a period of two years following termination as follows:
The Company will also reimburse the senior executive up to $12,500 per year (an aggregate of $25,000) for expenses incurred in connection with outplacement services and relocation costs in connection with obtaining new employment outside the State of Maine until the earlier of two years from termination of the senior executive’s employment or the date they secure full-time employment. The amounts are reflected in the outplacement row for each NEO in the Change in Control column in table above. Upon a change in control, each outstanding stock option, RSU or other equity award (each of which is referred to as an equity award) held by
+ + + EXECUTIVE COMPENSATION the table above represent the intrinsic value of accelerated equity awards, calculated based on the exercise price of the underlying awards and the closing sale price of the Company’s common stock as of December 31, 2023 and assumes each NEO was terminated on December 31, 2023 without cause, or by the NEO for good reason, within two years following a change in control. Under the change in control agreements (other than the Mazelsky Employment Agreement), “cause” is defined as the willful failure of the senior executive to substantially perform the senior executive’s duties with the Company, or the willful engaging by the senior executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company. The definition of “cause” in the Mazelsky Employment Agreement Under the change in control agreements, “good reason” is defined as one or more of the following conditions arising without the consent of the senior executive: Under the change in control agreements with Mr. Mazelsky, Mr. McKeon and Ms. Underberg, if the executive officer does not hold the same position with the entity surviving any change in control as they hold with the Company, then good reason will be deemed to exist. In addition, good reason will be deemed to exist under the change in control agreement with Mr. Mazelsky if Mr. Mazelsky is required to report to a corporate officer or employee instead of directly to the Board. Any notice of termination for good reason must be given to the Company (or its successor) within 60 days of the initial existence of one or more of the conditions described above. The Company (or its successor) will then be entitled to a period of 30 days during which it may remedy the condition(s) and not be required to pay benefits under the change in control agreement. Under the change in control agreements, there is no tax “gross-up” provision and the Company is not required to reimburse the senior executives for any tax liabilities resulting from payments received by them under their change in control agreements. As a condition of receipt of any payments or benefits under the change in control agreements, the senior executives will be required to sign a customary release prepared and provided by the Company (or its successor) and to abide by the provisions thereof. The release will contain a release and waiver of any claims the senior executive or their representatives may have against the Company (or its successor) and its officers, Directors, affiliates and/or representatives, and will release those entities and persons from any liability for such claims including, but not limited to, all employment discrimination claims.
Proposal Four Shareholder Proposal Regarding Simple Majority Vote We received the In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to As explained below, the Board of Directors makes no voting recommendation with respect to the shareholder proposal. Proposal 4 — Simple Majority Vote Shareholders request that our board take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a Shareholders are willing to pay a premium for shares of companies that have excellent corporate governance. Supermajority voting requirements have been found to be one of 6 entrenching mechanisms that are negatively related to company performance according to “What Matters in Corporate Governance” by Lucien Bebchuk, Alma Cohen and This proposal topic won from 74% to 88% support at Weyerhaeuser, Alcoa, Waste Management, Goldman Sachs, FirstEnergy, McGraw-Hill and The overwhelming shareholder support for this proposal topic at hundreds of
+ + + PROPOSAL 04 Statement of the Board of Directors in Response to the Shareholder Proposal The Board of Directors has considered the shareholder proposal set forth above relating to the removal of supermajority voting standards in our certificate of incorporation and amended and restated bylaws. The Board has determined to make no voting recommendation to our shareholders on this proposal. The Board considers this to be an opportunity for our shareholders to express their views on this topic without being influenced by any recommendation by the Board and welcomes shareholder input on the shareholder proposal.
General Information about the This Proxy Statement and How Proxies Work As an IDEXX shareholder as of the close of business on March Giving us your proxy means that you authorize us to vote your shares at the Who Can Vote As of the Record Date, there were Most of our shareholders hold their shares through a stockbroker, bank, trustee or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those beneficially owned in street name: Notice of Internet Availability (Notice and Access) Instead of mailing printed copies of our proxy materials to each shareholder, we are furnishing our proxy materials via the Internet. This reduces the costs and environmental impact of distributing these materials. If you received a Notice of Internet Availability, you will not receive a printed copy of the proxy materials unless you specifically request one. The Notice of Internet Availability instructs you how to access and review the proxy materials, how to submit your proxy on the Internet and how to vote by telephone.
+ + + GENERAL INFORMATION ABOUT THE 2023 ANNUAL MEETING AND VOTING If you would like a printed or emailed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability. In addition, if you received a printed copy of our proxy materials and wish to receive all future proxy materials, proxy cards and annual reports electronically, please follow the electronic delivery instructions on www.proxyvote.com. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the cost and environmental impact of our annual shareholder meetings. The Notice of Internet Availability is first being sent to shareholders on or about March How to Vote You can vote online at the virtual We are offering shareholders four methods of voting: Refer to the bottom of the “Notice of Revoking a Proxy You can revoke your proxy, whether it was given by Internet, telephone or mail, before it is voted by: The last vote you submit chronologically (by any means) will supersede your prior vote(s). Your attendance at the virtual
GENERAL INFORMATION ABOUT THE 2024 ANNUAL MEETING AND VOTING + + + Quorum We need a quorum to transact business at the Votes Needed Approval of Proposals One, Two, Three and Four each For details regarding our Director Resignation Policy applicable in the event that an incumbent Director is not re-elected, please refer to the information under “Majority Voting and Director Resignation” on page 34. An independent inspector of elections appointed for the Broker Non-Votes If you are a beneficial owner of shares held in “street name” and do not give voting instructions to your bank or brokerage firm, your bank or brokerage firm will be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to certain “non-discretionary” items. The following are non-discretionary items on which your bank or brokerage firm may not vote without voting instructions from you: +Shareholder Proposal Regarding Simple Majority Vote (Proposal Four) For these non-discretionary items, if your bank or brokerage firm does not have voting instructions, the bank or brokerage firm must indicate on its proxy that it does not have authority to vote on these matters on your behalf, and your shares will be treated as “broker non-votes” with respect to these proposals. Ratification of the appointment of our independent registered public accounting firm (Proposal Two) is considered to be a discretionary item on which banks and brokerage firms may vote. Conduct of the Pursuant to our Amended and Restated By-Laws, the independent Non-Executive Board Chair adopted rules and procedures that he believes are appropriate to ensure that the
+ + + GENERAL INFORMATION ABOUT THE 2023 ANNUAL MEETING AND VOTING Pre-Meeting Forum and Submitting Questions The virtual format for our Virtual We are pleased to embrace the latest technology to provide ease of access, real-time communication and cost savings for our shareholders and the Company. Hosting our
The audio webcast will include consideration of the proposals and a live question-and-answer session. During the live question-and-answer session, we will answer questions as they come in and address those submitted in advance at the pre-meeting forum, as time permits. Shareholders accessing the audio webcast will be able to submit questions in writing or, by following instructions on our online pre-meeting forum or at www.virtualshareholdermeeting.com/ Voting on Other Matters If other matters are properly presented for consideration at the
GENERAL INFORMATION ABOUT THE 2024 ANNUAL MEETING AND VOTING + + + Solicitation of Proxies This proxy statement is furnished to our shareholders in connection with the solicitation by our Board of proxies for use at the 2024 Annual Meeting. We will pay the expenses of the solicitation of proxies by our Board. Proxies can be solicited on our behalf by Directors, officers or employees, without additional remuneration, in person or by telephone, by mail, electronic transmission and facsimile transmission. We have hired MacKenzie Partners, Inc. to distribute and solicit proxies and will pay MacKenzie Partners, Inc. a fee of approximately $15,000, plus reasonable out-of-pocket expenses, for its services. Brokers, banks, trustees and other nominees will be requested to make available proxy-soliciting material to the owners of our common stock held in their names and, as required by law, we will reimburse them for their reasonable out-of-pocket expenses for this service. Householding of Annual Meeting Materials Some of our shareholders may be participating in the practice of “householding” proxy statements, annual reports and the Notice of Internet Availability. This means that only one copy of such documents may have been sent to multiple shareholders in your household. This reduces printing costs, postage fees and environmental impact. We will promptly deliver a separate copy of the Notice of Internet Availability, proxy statement or annual report if you call or write us at the following address or telephone number: Investor Relations IDEXX Laboratories, Inc. One IDEXX Drive Westbrook, Maine, 04092 Telephone: 207-556-8155 If you want to receive separate copies of the Notice of Internet Availability, proxy statement and annual report in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and telephone number.
Requirements for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders Proposals Submitted Under Rule 14a-8 The deadline to submit a proposal for inclusion in our proxy materials for the To be considered for inclusion in next year’s proxy materials, shareholder proposals submitted pursuant to Rule 14a-8 must be submitted in writing to our Executive Vice President, General Counsel and Corporate Secretary at IDEXX Laboratories, Inc., One IDEXX Drive, Westbrook, Maine 04092 and received by Proposals Submitted Outside of Rule 14a-8 Our Amended and Restated By-Laws establish advance notice procedures, summarized below, that shareholders must follow to nominate persons for election as Directors or to introduce an item of business at an Annual Meeting outside of the process under Rule 14a-8. Nominations for Director and/or an item of business to be introduced at an Annual Meeting must be submitted in writing to our Executive Vice President, General Counsel and Corporate Secretary at IDEXX Laboratories, Inc., One IDEXX Drive, Westbrook, Maine 04092 and received by the applicable deadline indicated below. Shareholder nominations or other proposals must include certain information regarding: Proxy Access Nominations. For your nomination of one or more Director candidates to be properly brought before the Other Nominations or Items of Business. For your nomination of one or more Director candidates or any other item of business (excluding proxy access nominations and proposals submitted under Rule 14a-8) to be properly brought before the
REQUIREMENTS FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF SHAREHOLDERS + + + at the address noted above not earlier than the 120th day before such Annual Meeting; and not later than the close of business on the later of the 90th day before such Annual Meeting or the 10th day after the day on which notice of the meeting date was mailed or public disclosure was made, whichever occurs first. Assuming that our Shareholders who intend to solicit proxies in reliance on the SEC’s universal proxy rule for Director nominees submitted under the advance notice requirements of our Amended and Restated By-Laws must also comply with the additional notice and other requirements of Rule 14a-19. A written notice providing any additional information required by Rule 14a-19 must be postmarked or electronically submitted to our Executive Vice President, General Counsel and Corporate Secretary at IDEXX Laboratories, Inc., One IDEXX Drive, Westbrook, Maine 04092 no later than March 7, 2025.
Forward-Looking Statements This Proxy Statement and the accompanying materials contain “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and involve significant risks and uncertainties, which may cause actual results to differ materially from those set forth in, or implied by, the forward-looking statements. Forward-looking statements may be identified by the use of words such as “anticipate,” “could,” “continue,” “expect,” “intend,” “objective,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” comparable words or phrases, the negative version of those words or phrases, or by using future dates in connection with any discussion of future performance, actions or events. Forward-looking statements contained in this Proxy Statement include No forward-looking statement can be guaranteed and actual results may differ materially from those
Other Matters The Board knows of no other matters to be presented for shareholder action at the The Board hopes you will attend the By order of the Board of Directors, Sharon E. Underberg Executive Vice President, General Counsel and Corporate Secretary March
Appendix A Reconciliation of Non-GAAP Financial Measures We report our results in While we believe that these non-GAAP financial measures are useful in evaluating our business, this information should be considered as supplemental in nature and should not be considered in isolation or as a substitute for the related financial information prepared in accordance with GAAP. In addition, these non-GAAP financial measures may not be the same as similarly titled measures reported by other companies. After-Tax Return on Invested Capital, Excluding Cash and Investments (ROIC) After-tax return on invested capital, excluding cash and investments (ROIC), is a non-GAAP financial measure that represents our after-tax income from operations,
APPENDIX A + + + In this Proxy Statement, we report our ROIC for
1.After-tax income from operations represents income from operations reduced by our reported effective tax rate of Comparable EPS Growth Comparable EPS growth is a non-GAAP financial measure that represents the percentage change in earnings per share (diluted), as compared to the same period for the prior year, net of the impact of changes in foreign currency exchange rates and excluding the tax benefits of share-based compensation activity under ASU 2016-09,
+ + + APPENDIX A In this Proxy Statement, we report the comparable EPS growth for The reconciliation of this non-GAAP financial measure is as follows:
Comparable Operating Margin Improvement Comparable operating margin improvement is a non-GAAP financial measure that represents the percentage change in operating margin, as compared to the same period for the prior year, In this Proxy Statement, we report the comparable operating margin improvement for
APPENDIX A + + + The reconciliation of this non-GAAP financial measure is as follows:
Free Cash Flow and the Ratio of Free Cash Flow to Net Income Free cash flow is a non-GAAP financial measure and means, with respect to a measurement period, the cash generated from operations during that period, In this Proxy Statement, we report our free cash flow and the ratio of free cash flow to net income for
+ + + APPENDIX A Organic Revenue Growth Organic revenue growth is a non-GAAP financial measure that represents the percentage change in revenue, as compared to the same period for the prior year, net of the impact of changes in foreign currency exchange rates, certain business acquisitions and divestitures. Organic revenue growth should be considered in addition to, and not as a replacement of or a superior measure to, revenue growth reported in accordance with GAAP. We believe that reporting organic revenue growth provides useful information to investors by facilitating easier comparisons of our revenue performance with prior and future periods and to the performance of our peers. We exclude from organic revenue growth the effect of changes in foreign currency exchange rates because these changes are not under management’s control, are subject to volatility and can obscure underlying business trends. We calculate the impact on revenue resulting from changes in foreign currency exchange rates by applying the difference between weighted average exchange rates We also exclude from organic revenue growth the effect of certain business acquisitions and divestitures because the nature, size and number of these transactions can vary dramatically from period to period, and because they either require or generate cash as an inherent consequence of the transaction, and therefore can also obscure underlying business and operating trends. In this Proxy Statement, we report the Company’s organic revenue growth and CAG Diagnostics recurring revenue organic growth in
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.idexxproxymaterials.com.
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