UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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þx Definitive Proxy Statement
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¨ Soliciting Material under Rule 14a-12Pursuant to §240.14a-12

IDEX Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

IDEX CORPORATION

(Name of registrant as specified in its charter)(Name of person(s) filing proxy statement, if other than the registrant)Payment of Filing Fee (Check the appropriate box):

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LOGO

1925 West Field Court, Suite 200

Lake Forest, IL 60045

March 7, 20125, 2014

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of IDEX Corporation (the Company) which will be held on Tuesday, April 10, 2012,8, 2014, at 9:00 a.m. Central Time, at the Lake Forest Graduate School of Business, 1905 West Field Court, Lake Forest,The Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60045.60090.

Details of the business to be conducted at the Annual Meeting are given in the attached Notice of Annual Meeting and Proxy Statement. Included with the Proxy Statement is a copy of the Company’s 20112013 Annual Report. We encourage you to read the Annual Report. It includes information on the Company’s operations, markets, products and services, as well as the Company’s audited financial statements.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted. Therefore, we urge you to sign, date, and promptly return the accompanying proxy card in the enclosed envelope. Alternatively, you can vote over the telephone or the Internet as described on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy card, or voted by telephone or over the Internet.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of the Company. We look forward to seeing you at the Annual Meeting.

Sincerely,

LOGO

ANDREW K. SILVERNAIL

Chairman of the Board, President and

Chief Executive Officer


IDEX CORPORATION

 

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 10, 20128, 2014

 

To the Stockholders:

The Annual Meeting of Stockholders of IDEX Corporation (the “Company”)Company) will be held on Tuesday, April 10, 2012,8, 2014, at 9:00 a.m. Central Time, at the Lake Forest Graduate School of Business, 1905 West Field Court, Lake Forest,The Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60045,60090, for the following purposes:

 

 1.To elect twothree directors, each for a term of three years.

 

 2.To vote on a non-binding resolution to approve the compensation of the Company’s named executive officers.

 

 3.To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012.2014.

 

 4.To transact such other business as may properly come before the meeting.

The Board of Directors fixed the close of business on February 17, 2012,14, 2014, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

You may obtain directions to the location of the Annual Meeting by visiting our website at www.idexcorp.com.

By Order of the Board of Directors

 

LOGO

FRANK J. NOTARO

Vice President - General Counsel

and Secretary

March 7, 20125, 2014

Lake Forest, Illinois

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 10, 20128, 2014

The Proxy Statement and 20112013 Annual Report of IDEX Corporation are available at:

http://phx.corporate-ir.net/phoenix.zhtml?c=83305&p=irol-reportsAnnual


 

 

PROXY STATEMENT

 

 

IDEX Corporation (the Company or IDEX) has prepared this Proxy Statement in connection with the solicitation by the Company’s Board of Directors of proxies for the Annual Meeting of Stockholders to be held on Tuesday, April 10, 2012,8, 2014, at 9:00 a.m. Central Time, at the Lake Forest Graduate School of Business, 1905 West Field Court, Lake Forest,The Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60045.60090. The Company commenced distribution of this Proxy Statement and the accompanying materials on March 7, 2012.5, 2014.

The Company will bear the costs of preparing and mailing this Proxy Statement and other costs of the proxy solicitation made by the Company’s Board of Directors. Certain of the Company’s officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board of Directors’ recommendations, but no additional remuneration will be paid by the Company for the solicitation of those proxies. These solicitations may be made by personal interview, telephone, email or facsimile transmission. The Company has made arrangements with brokerage firms and other record holders of the Company’sits Common Stock for the forwarding of proxy solicitation materials to the beneficial owners of that stock. The Company will reimburse those brokerage firms and others for their reasonable out-of-pocket expenses in connection with this work. In addition, the Company has engaged Morrow & Co., LLC, 470 West Ave., Stamford, Connecticut to assist in proxy solicitation and collection at a cost of $6,000, plus out-of-pocket expenses.

 

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VOTING AT THE MEETING

The record of stockholders entitled to notice of, and to vote at, the Annual Meeting was taken as of the close of business on February 17, 2012,14, 2014, and each stockholder will be entitled to vote at the meeting any shares of the Company’s Common Stock held of record on that date. 83,804,60680,851,529 shares of the Company’s Common Stock were outstanding at the close of business on February 17, 2012.14, 2014. Each share entitles its holder of record to one vote on each matter upon which votes are taken at the Annual Meeting. No other securities are entitled to be voted at the Annual Meeting.

A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of outstanding shares of the Company’s Common Stock present in person or represented by proxy will constitute a quorum. The Company will appoint election inspectors for the meeting to determine whether or not a quorum is present, and to tabulate votes cast by proxy or in person at the Annual Meeting.person. Under certain circumstances, a broker or other nominee may have discretionary authority to vote certain shares of Common Stock if instructions have not been received from the beneficial owner or other person entitled to vote. The election inspectors will treat directions to withhold authority, abstentions and broker non-votes (which occur when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because such broker or other nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner) as present and entitled to vote for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting. The following sets forth the voting procedures for each proposal at the Annual Meeting:

Proposal 1 — Election of Directors. Directors are elected by a plurality of the votes cast at the Annual Meeting. DirectionsMeeting; provided however, that the Company’s Corporate Governance Guidelines provide for a “plurality plus” standard with respect to the election of directors, under which any nominee who receives a greater number of withhold authority, abstentionsvotes than affirmative votes in an uncontested election is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee of the Board of Directors, as more fully described under Proposal 1 — Election of Directors. Abstentions and broker non-votes will have no effect on the election of directors.

Proposal 2 — Advisory Vote on Executive Compensation. Approval of the compensation of the Company’s named executive officers will require the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the effect of a vote against approval and broker non-votes will have no effect on the vote.

Proposal 3 — Ratification of Auditors. Approval of ratification of the auditors will require the affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the effect of a vote against approval and broker non-votes will have no effect on the vote.

The Company requests that you mark the accompanying proxy card to indicate your votes, sign and date it, and return it to the Company in the enclosed envelope, or vote by telephone or over the Internet as described on the proxy card. If you vote by telephone or over the Internet, you should not mail your proxy card. If your completed proxy card or telephone or Internet voting instructions are received prior to the meeting, your shares will be voted in accordance with your voting instructions. If you sign and return your proxy card but do not give voting instructions, your shares will be voted FOR the election of the Company’s nominees as directors, FOR approval of the compensation of the Company’s named executive officers, FOR approval of the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012,2014, and in the discretion of the proxy holders as to any other business which may properly come before the meeting. Any proxy solicited hereby may be revoked by the person or persons giving it at any time before it has been exercised at the Annual Meeting by giving notice of revocation to the Company in writing prior to the meeting. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy card, or voted by telephone or over the Internet. The Company requests that all such written notices of revocation to the Company be addressed to Frank J. Notaro, Vice President - General Counsel and Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, IL 60045.

 

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PROPOSAL 1 — ELECTION OF DIRECTORS

The Company’s Restated Certificate of Incorporation, as amended, provides for a three-class Board, with one class being elected each year for a term of three years. The Board of Directors currently consists of nine members, three of whom are Class III directors whose terms will expire at this year’s Annual Meeting, three of whom are Class II directors whose terms will expire at the Annual Meeting to be held in 2015, and three of whom are Class III directors whose terms will expire at the Annual Meeting to be held in 2013, and three of whom are Class I directors whose terms will expire at the Annual Meeting to be held in 2014. Mr. Hermance who is currently serving as a Class II director will not stand for election this year. As a result, the Board of Directors will be reduced to eight members at this year’s Annual Meeting.2016.

The Company’s Board of Directors has nominated twothree individuals for election as Class III directors to serve for a three-year term expiring at the Annual Meeting to be held in 2015,2017, or upon the election and qualification of their successors. The nominees of the Board of Directors are William M. CookBradley J. Bell, Gregory F. Milzcik and Michael T. Tokarz. Messrs. Cook and Tokarz areAndrew K. Silvernail, each of whom is currently serving as directorsa director of the Company. The nominees and the directors serving in Class IIIII and Class IIII whose terms expire in future years and who will serve or continue to serve after the Annual Meeting are listed below with brief statements setting forth their present principal occupations and other information, including any directorships in other public companies, and their particular experiences, qualifications, attributes and skills that lead to the conclusion they should serve as a director.

If for any reason any of the nominees for a Class II directorship are unavailable to serve, proxies solicited hereby may be voted for a substitute. The Board, however, expects the nominees to be available.

Under the Company’s Corporate Governance Guidelines, any director nominee who receives a greater number of withhold votes than affirmative votes in an uncontested election is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee of the Board of Directors within 90 days from the date of election. The Nominating and Corporate Governance Committee must then consider all of the relevant facts and circumstances and recommend to the Board of Directors the action to be taken with respect to the offer of resignation.

 

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The Company’s Board of Directors Recommends a Vote FOR

the Nominees in Class III Identified Below.

Nominees for Election

Class II:I: Nominees for Three-Year Term

WILLIAM M. COOK

Director since April 2008

Chairman, President and Chief Executive Officer

Age 58

Donaldson Company, Incorporated

Mr. Cook has been Chairman, President and Chief Executive Officer of Donaldson Company, Incorporated since prior to 2007. Mr. Cook is a director of Donaldson Company, Incorporated and Valspar Corporation.

Mr. Cook’s strong business and organizational leadership skills and his relevant experience in technological industries led to the conclusion that he should serve on IDEX’s Board of Directors. Mr. Cook is a 31-year veteran of Donaldson, a technology-driven global company that manufactures filtration systems designed to remove contaminants from air and liquids. Throughout his career at Donaldson, Mr. Cook has served in several senior executive positions, and was elected as a director in 2004. Mr. Cook received a bachelor of science degree in business administration and a master of business administration degree from Virginia Polytechnic Institute and State University.

Mr. Cook is the Chairman of the Audit Committee of the Board of Directors.

MICHAEL T. TOKARZ

Director since September 1987

Member

Age 62

The Tokarz Group L.L.C.

Mr. Tokarz has been a member of The Tokarz Group L.L.C. since prior to 2007. Mr. Tokarz is a director of CNO Financial Group, MVC Capital, Inc., Walter Investment Management Corp., Walter Energy, Inc., and Mueller Water Products, Inc.

Mr. Tokarz’s knowledge and experience in banking and finance, his entrepreneurial and business leadership skills, his extensive board experience, his corporate governance training and his prominent position in the business community led to the conclusion that he should serve on IDEX’s Board of Directors. Mr. Tokarz is a senior investment professional with over 30 years of lending and investment experience. He has extensive experience in leveraged buyouts, financings, restructurings and dispositions. He is currently the Chairman of The Tokarz Group L.L.C., a private, New York-based merchant bank founded by Mr. Tokarz in 2002, and Chairman and Portfolio Manager of MVC Capital, Inc., a registered investment company advised by The Tokarz Group. Mr. Tokarz has served on the boards of publicly traded companies for over 20 years. Through his executive experience and board memberships, Mr. Tokarz has acquired substantial experience in corporate governance. Mr. Tokarz chairs the board of directors of the Illinois Emerging Technologies Fund and is a member of the Illinois VENTURES board of managers. Mr. Tokarz received a bachelor of arts degree in economics, with high distinction, and a master of business administration degree from the University of Illinois at Urbana-Champaign. Mr. Tokarz is a certified public accountant.

Mr. Tokarz is Chairman of the Compensation Committee of the Board of Directors and a member of the Nominating and Corporate Governance Committee of the Board of Directors. Mr. Tokarz was appointed Lead Director of the Board of Directors effective January 1, 2012.

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Other Incumbent Directors

Class III: Three-Year Term Expires in 2013

RUBY R. CHANDY

Director since April 2006

Managing Director, Vice President

Age 50

Dow Plastics Additives

Ms. Chandy has been Managing Director, Vice President of Dow Plastics Additives, a unit of The Dow Chemical Company, since 2011. From 2010 to 2011, Ms. Chandy served as Chief Marketing Officer of The Dow Chemical Company. Ms. Chandy served as Chief Marketing Officer for Rohm and Hass Company from 2007 to 2009.

Ms. Chandy’s marketing skills, her executive management experience, her relevant experience in life science and technological industries and her extensive engineering and management education led to the conclusion that she should serve on IDEX’s Board of Directors. Ms. Chandy has been working for scientific and engineering organizations since 1992, including Thermo Fisher Scientific, Boston Scientific Corporation, Millipore Corporation and Rohm and Haas Company. Throughout her career, Ms. Chandy has held general management and marketing leadership roles. Ms. Chandy received a bachelor of science degree in material science and engineering from Massachusetts Institute of Technology (MIT), a master of science degree in materials science and engineering from Northwestern University, and a master of business administration degree from Sloan School of Management at MIT.

Ms. Chandy is a member of the Audit Committee and Nominating and Corporate Governance Committee of the Board of Directors.

ERNEST J. MROZEK

Director since July 2010

Retired Vice Chairman and Chief Financial Officer

Age 58

The ServiceMaster Company

Mr. Mrozek served as Vice Chairman and Chief Financial Officer of The ServiceMaster Company from November 2006 to his retirement in March 2008. Mr. Mrozek is a director of G&K Services, Inc.

Mr. Mrozek’s strategic and operating leadership skills, his extensive experience and expertise in the business services industry and his financial reporting expertise led to the conclusion that he should serve on IDEX’s Board of Directors. Through over 20 years of executive experience in various senior positions in general management, operations and finance at ServiceMaster, a residential and commercial service company, Mr. Mrozek developed extensive knowledge of the business services industry and gained valuable financial expertise and experience in mergers and acquisitions. Prior to joining ServiceMaster in 1987, Mr. Mrozek spent 12 years in public accounting with Arthur Andersen & Co. Mr. Mrozek has also acquired substantial experience in corporate governance as a director on the boards of several public and private companies. Mr. Mrozek received a bachelor of science degree in accountancy with honors from the University of Illinois and is a certified public accountant. Mr. Mrozek also serves on the boards of various not-for-profit organizations and charitable causes.

Mr. Mrozek is a member of the Audit Committee of the Board of Directors.

LIVINGSTON L. SATTERTHWAITE

Director since April 2011

President

Age 51

Cummins Power Generation Division

Mr. Satterthwaite has been President of Cummins Power Generation, a unit of Cummins, Inc., since June 2008. From prior to 2007 to 2008, Mr. Satterthwaite held the position of Vice President, Generator Set Business at Cummins Power Generation.

Mr. Satterthwaite’s business leadership and sales skills, international experience and extensive experience in industrial manufacturing led to the conclusion that he should serve on IDEX’s Board of Directors. Since joining Cummins Inc. in 1988, Mr. Satterthwaite has held various positions at Cummins Power Generation and other divisions of Cummins Inc., including 14 years in managerial and

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sales positions in the United Kingdom and Singapore. Prior to joining Cummins Inc., Mr. Satterthwaite spent four years at Schlumberger Limited, an oilfield services provider, as a General Field Engineer. Mr. Satterthwaite received a bachelor of science degree in civil engineering from Cornell University and a masters in business administration degree from Stanford University.

Mr. Satterthwaite is a member of the Audit Committee of the Board of Directors.

Class I: Three-Year Term Expires in 2014

 

BRADLEY J. BELL

  Director since June 2001

Retired Executive Vice President and Chief Financial Officer

  Age 5961

Nalco Company

  

Mr. Bell served as Executive Vice President and Chief Financial Officer of Nalco Company from prior to 20072008 until his retirement in 2010. Mr. Bell is a director of Compass Minerals International, Inc. and Hennessy Capital Acquisition Corp.

Mr. Bell’s business leadership skills, his knowledge of technology and manufacturing industries, his financial reporting expertise and his corporate governance and executive compensation experience led to the conclusion that he should serve on IDEX’sthe Board of Directors. For over seven years, Mr. Bell served as executive vice president and chief financial officer of Nalco Company.Nalco. In addition, Mr. Bell has over 30 years combined experience as an executive in the technology and manufacturing industries, including positions at Rohm and Haas Company, Whirlpool Corporation and Bundy Corporation. Through his experience, Mr. Bell has developed valuable financial expertise and experience in mergers and acquisitions, private equity and capital markets transactions. Mr. Bell has a long career in corporate finance, including more than 12 years of experience as chief financial officer of a publicly traded company, during which he obtained significant financial management and reporting expertise. He has held directorships at publicly traded companies for over 20 years, including positions as chairs ofduring which he chaired governance, audit and compensation committees. Through his executive experience and board memberships, Mr. Bell has acquired substantial training and experience in corporate governance and executive compensation. Mr. Bell received a bachelor of science degree in finance with high honors from the University of Illinois and a master of business administration degree with distinction from Harvard University.

Mr. Bell is the Chairman of the Nominating and Corporate Governance Committee and a member of the Compensation Committee of the Board of Directors.

 

ANDREW K. SILVERNAIL

Director since August 2011

Chairman of the Board, President and Chief Executive Officer

Age 41

IDEX Corporation

Mr. Silvernail was appointed Chairman of the Board by the Board of Directors effective January 1, 2012. Mr. Silvernail has been President and Chief Executive Officer and a director of the Company since August 10, 2011. Prior to his appointment as President and Chief Executive Officer, Mr. Silvernail served since January 2011 as Vice President Group Executive of Health & Science Technologies, Global Dispensing and Fire & Safety/Diversified Products. From February 2010 to December 2010, Mr. Silvernail was IDEX’s Vice President Group Executive of Health & Sciences Technologies and Global Dispensing. Mr. Silvernail joined IDEX in January 2009 as Vice President Group Executive of Health & Science Technologies. Prior to joining IDEX, Mr. Silvernail served as Group President at Rexnord Industries, Inc. from April 2007 to August 2008, and Division President at Rexnord from April 2005 to April 2007.

Mr. Silvernail’s relevant experience with engineering and technology industries in general, together with his extensive management experience led to the conclusion that he should serve on IDEX’s Board of Directors. Mr. Silvernail received his bachelor of science degree from Dartmouth College and his masters of business administration degree from Harvard University.

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GREGORY F. MILZCIK

  Director since April 2008

Retired President and Chief Executive Officer

  Age 5254

Barnes Group Inc.

  

Mr. Milzcik has beenserved as President and Chief Executive Officer of Barnes Group Inc. sincefrom prior to 2007.2008 until his retirement in 2013. Mr. Milzcik is a director of Barnes GroupKulicke & Soffa Industries Inc.

Mr. Milzcik’s business leadership skills, his relevant experience in industrial manufacturing, his corporate governance and executive compensation training and his extensive technical and management education led to the conclusion that he should serve on IDEX’sthe Board of Directors. Through his executive experience at Barnes Group, Inc., Mr. Milzcik obtained a unique understanding of the industrial manufacturing business environment and gained exposure to and familiarity with IDEX’s customer base. In addition, Mr. Milzcik gained experience with international commerce, government contracting, complex project management, intellectual property management and industry cyclicality, which enrich his perspective as a director of the Company. Mr. Milzcik has acquired substantial training in corporate governance and executive compensation through his executive experience, board memberships and attendance at the Harvard Directors College, Stanford Directors College and ODX/Columbia Director Education Program, and has been named a Board Leadership Fellow by the National Association of Corporate Directors. Mr. Milzcik received a bachelor of science degree in applied science and technology from Thomas Edison State College, a master’s degree in management and administration from Cambridge College, a certificate of graduate studies in administration and management from Harvard University and a doctorate from Case Western Reserve University, with

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research focusing on management systems in cyclical markets. Mr. Milzcik is a Certified Manufacturing Engineer through the Society of Manufacturing Engineers, and has aan FAA Airframe and Power Plant License.

Mr. Milzcik is a member of the Compensation Committee of the Board of Directors. Effective April 8, 2014, Mr. Milzcik will become a member of the Audit Committee, and will cease to be a member of the Compensation Committee, of the Board of Directors.

ANDREW K. SILVERNAIL

Director since August 2011

Chairman, President and Chief Executive Officer

Age 42

IDEX Corporation

Mr. Silvernail was appointed Chairman of the Board effective January 1, 2012. Mr. Silvernail has served as President and Chief Executive Officer and a director of the Company since August 10, 2011. Prior to his appointment as President and Chief Executive Officer, Mr. Silvernail served since January 2011 as Vice President Group Executive of the Company’s Health & Science Technologies, Global Dispensing and Fire & Safety/Diversified Products business segments. From February 2010 to December 2010, Mr. Silvernail was Vice President Group Executive of the Company’s Health & Sciences Technologies and Global Dispensing business segments. Mr. Silvernail joined IDEX in January 2009 as Vice President Group Executive of Health & Science Technologies. Mr. Silvernail is a director of Stryker Corporation.

Mr. Silvernail’s relevant experience with engineering and technology industries in general, together with his extensive management experience led to the conclusion that he should serve on the Board of Directors. Mr. Silvernail received his bachelor of science degree in government from Dartmouth College and his masters of business administration degree from Harvard University.

Other Incumbent Directors

Class II: Three-Year Term Expires in 2015

WILLIAM M. COOK

Director since April 2008

Chairman, President and Chief Executive Officer

Age 60

Donaldson Company, Inc.

Mr. Cook has served as Chairman, President and Chief Executive Officer of Donaldson Company, Inc. since prior to 2008. Mr. Cook is a director of Donaldson Company and Valspar Corporation.

Mr. Cook’s strong business and organizational leadership skills and his relevant experience in technological industries led to the conclusion that he should serve on the Board of Directors. Mr. Cook is a 33-year veteran of Donaldson Company, a technology-driven global company that manufactures filtration systems designed to remove contaminants from air and liquids. Throughout his career at Donaldson Company, Mr. Cook has served in several senior executive positions, and was elected as a director in 2004. Mr. Cook received a bachelor of science degree in business administration and a master of business administration degree from Virginia Polytechnic Institute and State University.

Mr. Cook is a member of the Audit Committee of the Board of Directors.

MICHAEL T. TOKARZ

Director since September 1987

Member

Age 64

The Tokarz Group L.L.C.

Mr. Tokarz has been a member of The Tokarz Group L.L.C. since prior to 2008. Mr. Tokarz is a director of CNO Financial Group, MVC Capital, Inc., Walter Investment Management Corp., Walter Energy, Inc., and Mueller Water Products, Inc.

Mr. Tokarz’s knowledge and experience in banking and finance, his entrepreneurial and business leadership skills, his extensive board experience, his corporate governance training and his prominent position in the business community led to the conclusion that he should serve on the Board of Directors. Mr. Tokarz is a senior investment professional with over 30 years of lending and investment

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experience. He has extensive experience in leveraged buyouts, financings, restructurings and dispositions. He is currently the Chairman of The Tokarz Group L.L.C., a private, New York-based merchant bank founded by Mr. Tokarz in 2002, and Chairman and Portfolio Manager of MVC Capital, Inc., a registered investment company advised by The Tokarz Group. Mr. Tokarz has served on the boards of publicly traded companies for over 20 years. Through his executive experience and board memberships, Mr. Tokarz has acquired substantial experience in corporate governance. Mr. Tokarz chairs the board of directors of the Illinois Emerging Technologies Fund and is a member of the Illinois VENTURES board of managers. Mr. Tokarz received a bachelor of arts degree in economics, with high distinction, and a master of business administration degree from the University of Illinois at Urbana-Champaign. Mr. Tokarz is a certified public accountant.

Mr. Tokarz is Lead Director of the Board of Directors, Chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee of the Board of Directors.

CYNTHIA J. WARNER

Director since February 2013

Chairman and Chief Executive Officer

Age 55

Sapphire Energy, Inc.

Ms. Warner has been Chairman and Chief Executive Officer of Sapphire Energy, Inc. since 2012. From 2009 to 2011, Ms. Warner was Chairman and President of Sapphire Energy. From prior to 2008, Ms. Warner was Group Vice President, Global Refining, BP plc.

Ms. Warner’s operating leadership skills, international experience and extensive experience in the energy, refining and transportation industries led to the conclusion that she should serve on the Board of Directors. During her 25 years at BP and Amoco, Inc., Ms. Warner gained significant knowledge of the global energy industry and served in numerous leadership roles, including overseeing BP’s Global Refining business and its Health Safety Security Environment, with a consistent record of success in coordinating the operations of thousands of employees across BP’s global facilities. In her current role as Chief Executive Officer of Sapphire Energy, an alternative energy venture, Ms. Warner has overseen the raising of substantial investment capital and the successful completion of a new demonstration facility for the company. Ms. Warner received a bachelor of engineering degree in chemical engineering from Vanderbilt University and a masters of business administration degree from Illinois Institute of Technology.

Ms. Warner is a member of the Nominating and Corporate Governance Committee of the Board of Directors. Effective April 8, 2014, Ms. Warner will become a member of the Compensation Committee of the Board of Directors.

Class III: Three-Year Term Expires in 2016

ERNEST J. MROZEK

Director since July 2010

Retired Vice Chairman and Chief Financial Officer

Age 60

The ServiceMaster Company

Mr. Mrozek served as Vice Chairman and Chief Financial Officer of The ServiceMaster Company from prior to 2008 until his retirement in March 2008. Mr. Mrozek is a director of G&K Services, Inc.

Mr. Mrozek’s strategic and operating leadership skills, his extensive experience and expertise in the business services industry and his financial reporting expertise led to the conclusion that he should serve on the Board of Directors. Through over 20 years of executive experience in various senior positions in general management, operations and finance at ServiceMaster, a residential and commercial service company, Mr. Mrozek developed extensive knowledge of the business services industry and gained valuable financial expertise and experience in mergers and acquisitions. Prior to joining ServiceMaster in 1987, Mr. Mrozek spent 12 years in public accounting with Arthur Andersen & Co. Mr. Mrozek has also acquired substantial experience in corporate governance as a director on the boards of several public and private companies. Mr. Mrozek received a bachelor of science degree in accountancy with honors from the University of Illinois and is a certified public accountant.

Mr. Mrozek is Chairman of the Audit Committee of the Board of Directors.

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DAVID C. PARRY

Director since December 2012

Vice Chairman

Age 60

Illinois Tool Works Inc.

Mr. Parry has served as Vice Chairman of Illinois Tool Works Inc. (ITW) since 2010. From prior to 2008 until 2010, Mr. Parry was Executive Vice President of ITW with responsibility for the Polymers and Fluids Group.

Mr. Parry’s strategic and operating leadership skills and global commercial perspective gained from over 30 years of international business leadership experience, his significant acquisition experience and his extensive expertise in the industrial products manufacturing industry led to the conclusion that he should serve on the Board of Directors. During 18 years of executive and management experience in various senior management positions at ITW, a multinational manufacturer of a diversified range of industrial products and equipment, Mr. Parry has successfully grown the operations and profitability of multiple business units and helped ITW complete numerous acquisitions. Prior to joining ITW in 1994, Mr. Parry spent 17 years in various executive and management positions at Imperial Chemical Industries, which at the time was one of the largest chemical producers in the world. Mr. Parry received a bachelor of science degree in chemistry, a master of science degree in chemistry and a Ph.D. in polymer chemistry from Victoria University of Manchester, Manchester, England.

Mr. Parry is a member of the Audit Committee of the Board of Directors.

LIVINGSTON L. SATTERTHWAITE

Director since April 2011

President

Age 53

Cummins Power Generation Division

Mr. Satterthwaite has served as President of Cummins Power Generation, a unit of Cummins, Inc., since June 2008. From prior to 2008, Mr. Satterthwaite was Vice President, Generator Set Business at Cummins Power Generation.

Mr. Satterthwaite’s business leadership and sales skills, international experience and extensive experience in industrial manufacturing led to the conclusion that he should serve on the Board of Directors. Since joining Cummins in 1988, Mr. Satterthwaite has held various positions at Cummins Power Generation and other divisions of Cummins, including 14 years in managerial and sales positions in the United Kingdom and Singapore. Prior to joining Cummins, Mr. Satterthwaite spent four years at Schlumberger Limited, an oilfield services provider, as a General Field Engineer. Mr. Satterthwaite received a bachelor of science degree in civil engineering from Cornell University and a masters in business administration degree from Stanford University.

Mr. Satterthwaite is a member of the Audit Committee of the Board of Directors. Effective April 8, 2014, Mr. Satterthwaite will become a member of the Compensation Committee, and will cease to be a member of the Audit Committee, of the Board of Directors.

 

7


CORPORATE GOVERNANCE

Information Regarding the Board of Directors and Committees

The Board of Directors has the ultimate authority for the management of the Company’s business. In February 2012,November 2013, the Board affirmedamended the Company’s Corporate Governance Guidelines to add the plurality plus voting standard described in Proposal 1 and otherwise affirmed the Guidelines which, along with the charters of the Board committees, the Company’s Code of Business Conduct and Ethics, and the Standards for Director Independence, provide the framework for the governance of the Company. The Company’s Corporate Governance Guidelines address matters such as composition, election of directors, size and retirement age offor the Board, Board membership criteria, the role and responsibilities of the Board, director compensation, share ownership guidelines, and the frequency of Board meetings (including meetings to be held without the presence of management). The Company’s Code of Business Conduct and Ethics sets forth the guiding principles of business ethics and certain legal requirements applicable to all of the Company’s employees and directors. Copies of the current Corporate Governance Guidelines, the charters of the Board committees, the Code of Business Conduct and Ethics, and the Standards for Director Independence are available under the Investor Relations links on the Company’s website at www.idexcorp.com.

The Board selects the Company’s executive officers, delegates responsibilities for the conduct of the Company’s operations to those officers, and monitors their performance. Without limiting the generality of the foregoing, the Board of Directors oversees an annual assessment of enterprise risk exposure, and the management of such risk, conducted by the Company’s executives. When assessing enterprise risk, the Board focuses on the achievement of organizational objectives, including strategic objectives, to improve long-term performance and enhance stockholder value. Direct oversight allows the Board to assess management’s inclination for risk, to determine what constitutes an appropriate level of risk for the Company and to discuss with management the means by which to control risk. In addition, while the Board of Directors has the ultimate oversight responsibility for the risk management process, the Audit Committee focuses on financial risk management and exposure.exposure, and legal compliance. The Audit Committee receives an annual risk assessment report from the Company’s internal auditors and reviews and discusses the Company’s financial risk exposures and the steps management has taken to monitor, control and report those exposures.

The Company’s By-laws permit the Board to select its Chairman in the manner it determines to be most appropriate for the Company.appropriate. The Company’s Corporate Governance Guidelines provide that, if the Chairman of the Board is not the Chief Executive Officer, and is an independent director, there shall be no Lead Director. If the Chairman of the Board is the Chief Executive Officer or is not an independent director, the independent directors shall elect an independent Lead Director. In connection with Mr. Silvernail’s appointment as Chairman, effective January 1, 2012, the Board appointed Michael T. Tokarz as Lead Director. The responsibilities of the Lead Director include:

 

Coordinating the activities of the independent directors;

 

Reviewing the Board meeting agendas and providing the Chairman with input on the agendas;

 

Preparing the agendas for executive session of the independent directors and chairing those sessions;

 

Facilitating communications between the Chairman and other members of the Board; and

 

Coordinating the performance evaluation of the Chief Executive Officer.

The independent non-management directors of the Board meet separately as a group at every regularly scheduled Board meeting. The Chairman (if independent) or Lead Director (if the Chairman is not independent) generally presides at these non-management executive sessions. During 2011,2013, the Board held sevensix meetings.

The Board believes that its current leadership structure provides independent board leadership and engagement while deriving the benefit of having the CEO also serve as Chairman of the Board.

8


Our The Chief Executive Officer, as the individual with primary responsibility for managing the Company’s

8


day-to-day operations, is best positioned to chair regular Board meetings and to oversee discussion on business and strategic issues. Coupled with the existence of a Lead Director and regular executive sessions of the non-management directors, this structure provides independent oversight, including risk oversight, while facilitating the exercise of the Board’s responsibilities.

The Board has adopted standards for determining whether a director is independent. These standards are based upon the listing standards of the New York Stock Exchange and applicable laws and regulations, and are available on the Company’s website as described above. The Board has affirmatively determined, based on these standards, that the following directors, two of whom are standing for election to the Board, are independent: Mr.Messrs. Bell, Ms. Chandy, and Messrs. Cook, Hermance, Milzcik, Mrozek, Parry, Satterthwaite and Tokarz.Tokarz, and Ms. Warner. The Board has also determined that Mr. HermanceSilvernail, who is currently serving as a Class II director is not standing for election this year. Theto the Board, has determined that Mr. Silvernail is not independent. Mr. Silvernail is the Chairman of the Board, President and Chief Executive Officer of the Company. The Board has also determined that all Board standing committees are composed entirely of independent directors.

Important functions of the Board are performed by committees comprised of members of the Board. Subject to applicable provisions of the Company’s By-laws and based on the recommendations of the Nominating and Corporate Governance Committee, the Board as a whole appoints the members of each committee each year at its first meeting. The Board may, at any time, appoint or remove committee members or change the authority or responsibility delegated to any committee, subject to applicable law and listing standards. There are three standing committees of the Board: the Nominating and Corporate Governance Committee, the Audit Committee, and the Compensation Committee. Each committee has a written charter that is available on the Company’s website as described above.

The Nominating and Corporate Governance Committee’s primary purpose and responsibilities are to: develop and recommend to the Board corporate governance principles and a code of business conduct and ethics; develop and recommend criteria for selecting new directors; identify individuals qualified to become directors consistent with criteria approved by the Board, and recommend to the Board such individuals as nominees to the Board for its approval; make recommendations to the Board regarding any director who submits an offer of resignation by reason of the plurality plus voting standard under the Company’s Corporate Governance Guidelines; screen and recommend to the Board individuals qualified to become Chief Executive Officer and any other senior officer whom the committee may wish to approve; and oversee evaluations of the Board, individual Board members and Board committees. The members of the Nominating and Corporate Governance Committee are Mr.Messrs. Bell and Tokarz, and Ms. Chandy and Mr. Tokarz.Warner. During 2011,2013, the Nominating and Corporate Governance Committee held twothree meetings.

It is the policy of the Nominating and Corporate Governance Committee to consider nominees for the Board recommended by the Company’s stockholders in accordance with the procedures described under STOCKHOLDER“STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 20132015 ANNUAL MEETING.MEETING” below. Stockholder nominees who are nominated in accordance with these procedures will be given the same consideration as nominees for director from other sources.

The Nominating and Corporate Governance Committee selects nominees for the Board who demonstrate the following qualities:

Experience(in one or more of the following):

 

high-level leadership experience in business or administrative activities;

 

specialized expertise in the industries in which the Company competes;

 

financial expertise;

 

breadth of knowledge about issues affecting the Company; and

 

ability and willingness to contribute special competencies to Board activities.

 

9


Personal attributes:

 

personal integrity;

 

loyalty to the Company and concern for its success and welfare, and willingness to apply sound independent business judgment;

 

awareness of a director’s vital part in the Company’s good corporate citizenship and corporate image;

 

time available for meetings and consultation on Company matters; and

 

willingness to assume fiduciary responsibilities.

Qualified candidates for membership on the Board are identified and considered based on the qualities described above, without regard to race, color, religion, sex, ancestry, national origin or disability. In the past, the Company has engaged executive search firms to help identify and facilitate the screening and interviewing of director candidates. After conducting an initial evaluation of a candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate suitable to be a director. The Committee may also ask the candidate to meet with other members of the Board. If the Committee believes a candidate would be a valuable addition to the Board, of Directors, it will recommend to the full Board appointment or election of that candidate. Annually, the Nominating and Corporate Governance Committee reviews the qualifications and backgrounds of the directors, as well as the overall composition of the Board, and recommends to the full Board the slate of directors for nomination for election at the annual meeting of stockholders.

The Audit Committee’s primary duties and responsibilities are to: monitor the integrity of the Company’s financial reporting process and systems of internal control regarding finance, accounting and legal compliance; monitor the independence and performance of the Company’s independent registered public accounting firm and monitor the performance of the Company’s internal audit function;and compliance functions; hire and fire the Company’s independent registered public accounting firm and approve any audit and non-audit work performed by the independent registered public accounting firm; provide an avenue of communication among the independent registered public accounting firm, management and the Board of Directors;Board; prepare the report that the rules of the Securities and Exchange Commission (SEC) require to be included in the Company’s annual proxy statement; and administer the Company’s Related Person Transactions Policy (see Transactions“Transactions With Related Persons)Persons” below). The members of the Audit Committee are Ms. Chandy and Messrs. Cook, Mrozek, Parry and Satterthwaite. Effective April 8, 2014, Mr. Satterthwaite will cease to be a member, and Mr. Milzcik will become a member of the Audit Committee. The Board of Directors has determined that each of Messrs. Cook and Mrozek is an “audit committee financial expert,” as defined by the rules of the Securities and Exchange Commission.SEC. During 2011,2013, the Audit Committee held 10 meetings.

The Compensation Committee’s primary duties and responsibilities are to: establish the Company’s compensation philosophy and structure the Company’s compensation programs to be consistent with that philosophy; establish the compensation of the Chief Executive Officer and other senior officers of the Company;officers; develop and recommend to the Board of Directors compensation for the Board;directors; and prepare the compensation committee report the rules of the Securities and Exchange CommissionSEC require to be included in the Company’s annual proxy statement. The members of the Compensation Committee are Messrs. Bell, Hermance, Milzcik and Tokarz. Effective April 8, 2014, Mr. Hermance who is currently serving asMilzcik will cease to be a Class II director is not standing for election this year.member, and Mr. Satterthwaite and Ms. Warner will become members of the Compensation Committee. During 2011,2013, the Compensation Committee held sixthree meetings.

During 2011, each memberTo assist the Compensation Committee in discharging its responsibilities, the Compensation Committee retained Towers Watson to act as an outside consultant. Towers Watson is engaged by, and reports directly to, the Compensation Committee. The Compensation Committee has reviewed the nature of the Boardrelationship between itself and Towers Watson, including all personal and business relationships between the committee members, Towers Watson and the individual compensation consultants who provide advice to the Compensation Committee. Based on its review the Compensation Committee did not identify any actual or potential conflicts of Directorsinterest in Towers Watson’s engagement as an independent consultant. Towers Watson works with the Compensation Committee and management to structure the Company’s compensation programs and evaluate the

10


competitiveness of its executive compensation levels. Towers Watson’s primary areas of assistance to the Compensation Committee are:

Analyzing market compensation data for all executive positions;

Advising on the structure of the Company’s compensation programs;

Advising on the terms of equity awards;

Reviewing the risk associated with the Company’s compensation programs; and

Reviewing materials to be used in the Company’s proxy statement.

Towers Watson periodically provides the Compensation Committee and management market data on a variety of compensation-related topics. The Compensation Committee authorized Towers Watson to interact with the Company’s management, as needed, on behalf of the Compensation Committee, to obtain or confirm information.

During 2013, each director attended more than 75% of the aggregate number of meetings of the Board of Directors and of committees of the Board of which he or she was a member. The Company encourages its directors to attend the Annual Meetingannual meeting of Stockholdersstockholders but has no formal policy with respect to that attendance. All of the directors attended the 20112013 Annual Meeting of Stockholders.

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Compensation Committee Interlocks and Insider Participation

During 2011,2013, Messrs. Bell, Hermance, Milzcik and Tokarz served as the members of the Compensation Committee. Neither Mr. Bell, Mr. Hermance, Mr. Milzcik nor Mr. Tokarz (i) was an officer or employee of the Company or any of its subsidiaries during 2011,2013, (ii) was formerly an officer of the Company or any of its subsidiaries, or (iii) had any relationship requiring disclosure by the Company under Item 404 of Regulation S-K under the Securities Act of 1933, as amended. There were no relationships between the Company’s executive officers and the members of the Compensation Committee that require disclosure under Item 407(e)(4) of Regulation S-K.

Transactions with Related Persons

The Board of Directors has adopted a written Related Person Transactions Policy regarding the review, approval and ratification of transactions with related persons. All related person transactions are approved by the Audit Committee. If the transaction involves a related person who is a director or immediate family member of a director, that director will not be included in the deliberations.deliberations regarding approval. In approving the transaction, the Audit Committee must determine that the transaction is fair and reasonable to the Company.

Compensation of Directors

The objectives forof our non-management director compensation program are to attract highly-qualified individuals to serve on our boardBoard of directorsDirectors and align our directors’ interests with the interests of our stockholders. The Compensation Committee reviews the program at least annually to ensure that it continues to meet these objectives.

The Company believes that to attract and retain qualified directors, pay levels should be targeted at the 50th percentile (or median) of pay levels for directors at comparable companies. From time to time, the Compensation Committee, with the assistance of TowersWatson,Towers Watson, evaluates the competitiveness of director compensation. The primary reference point for the determination of market pay is the peer group of companies used to benchmark the Company’s executive compensation. SeeFor further details on this topic, refer to “Market Benchmarking” under EXECUTIVE COMPENSATION.“Compensation Process and Oversight” in the Compensation Discussion and Analysis below. Market composite data derived from pay surveys available to Towers Watson and directly to the Company is also used.

11


Our non-management director compensation for 20112013 was based on the following:

 

Annual Retainer and Meeting Fees

  $60,000  

Committee Chair Retainer

  

Audit Committee

   10,000  

Compensation Committee

   7,000  

Nominating and Corporate Governance Committee

   7,000  

Value of Equity Grants Upon Initial Election to the Board

   112,500  

Stock Options

   50% of Value 

Restricted Stock

   50% of Value  

Value of Annual Equity Grants

   75,000  

Stock Options

   50% of Value  

Restricted Stock

   50% of Value  

For 2012, annual retainer and meeting fees were increased to $65,000. Equity compensation was increased to $127,500 upon initial election to the Board, and $85,000 annually. Committee Chair retainers were increased as follows: Audit Committee — $15,000; Compensation Committee — $10,000; and Nominating and Governance Committee — $8,000. Additionally, Lead Director annual compensation was set at $30,000, to be paid 50% in cash and 50% in equity.

Annual Retainer and Meeting Fees

  $65,000  

Committee Chair Retainer

  

Audit Committee

  $15,000  

Compensation Committee

  $10,000  

Nominating and Corporate Governance Committee

  $8,000  

Lead Director Fees

  

Annual Retainer

  $15,000  

Annual Equity Grant

  $15,000  

Stock Options

   50% of Value  

Restricted Stock

   50% of Value  

Value of Equity Grants Upon Initial Election to the Board

  $127,500  

Stock Options

   50% of Value  

Restricted Stock

   50% of Value  

Value of Annual Equity Grants

  $85,000  

Stock Options

   50% of Value  

Restricted Stock

   50% of Value  

Equity grants upon initial election to the Board of Directors are made on the date of appointment. Annual equity grants are made on the first regularly scheduled meeting of the Board of Directors held

11


each year. All grants are structured to provide approximately 50% of the expected value in the form of stock options and 50% of the expected value in the form of restricted stock awards, and are made under the IDEX Corporation Incentive Award Plan (Incentive Award Plan). The exercise price of each option is equal to the closing price of the Company’s Common Stock on the trading day the option is granted. The options become exercisable one year following their date of grant. The restricted stock vests in full on the earlierearliest of the third anniversary of the grant, failure of the director to be re-elected to the Board, or a change in control.control of the Company. The restricted stock is non-transferable until the recipient is no longer serving as a director, and is subject to forfeiture if the director terminates service as a director for reasons other than death, disability or retirement prior to vesting.retirement.

Under the Company’s Directors Deferred Compensation Plan, directors are permitted to defer their cash compensation as of the date their compensation would otherwise be payable. In general, directors must make elections to defer fees payable during a calendar year by the end of the preceding calendar year. Newly elected directors have up to 30 days to elect to defer future fees. All amounts deferred are recorded in a memorandum account for each director and are credited or debited with earnings or losses as if such amounts had been invested in either an interest-bearing account or receive an investment return as if the funds were invested in certain mutual funds, as selected byat the option of the director. The deferred compensation credited to the interest-bearing account is adjusted on at least a quarterly basis with hypothetical earnings equal to the lesser of the Barclays Capital Long Term Bond AAA — Corporate Bond Index as of the first business day in November of the calendar year preceding the year for which the earnings are to be credited or 120% of the long-term applicable Federal rate (AFR) as of the first business day ofin November. In accordance with SEC rules, no earnings on deferred compensation are shown in the Director Compensation table below because no “above market” rates were earned on deferred amounts in 2011.2013. Directors must elect irrevocably to receive the deferred funds either in a lump sum or in equal annual installments of up to 10 years, and to begin receiving distributions either at termination of Board service or at a future specified date. If a director should die before all amounts credited under the Directors Deferred Compensation Plan have been paid, the unpaid balance in the participating director’s account will be paid to the director’s beneficiary. The memorandum accounts are not funded, and the right to receive future payments of amounts recorded in these accounts is an unsecured claim against the Company’s general assets. Messrs. Satterthwaite and Tokarz currently defer all of their director fees into the Directors Deferred Compensation Plan.

Outside

12


Non-management directors are subject to stock ownership guidelines. OutsideNon-management directors must comply with the guidelines within five years of their initial election to the Board. The guidelines dictate that all outsidenon-management directors must purchase or acquire shares of the Company’s Common Stock having an aggregate value at the time of purchase or acquisition equal to three times the annual retainer in effect upon their election to the Board. As of December 31, 2011,2013, all directors either complied with the ownership guidelines or were proceeding towards meeting the ownership guidelines within the applicable five-year period.

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The following table summarizes the total compensation earned in 20112013 for the Company’s non-management directors. Neil SpringerRuby Chandy served as a director from January 1, 20112013 until hisher retirement on April 5, 2011. He received $15,0009, 2013. She earned $16,250 for hisher services as a director. Lawrence Kingsley served as a non-management director from October 3, 2011 until December 31, 2011. He received a lump-sum payment of $75,000 on December 31, 2011 for such services. Mr. Kingsley’s compensation for 2011, for both his service as the Chief Executive Officer and as a director, is reported in the Summary Compensation Table below. Mr. Silvernail receives no additional compensation for his service as a director.

20112013 Director Compensation

 

Name

  Fees Earned
or Paid in
Cash
   Stock
Awards(1)(2)
   Option
Awards(1)(2)
   Total 

Bradley J. Bell

  $67,000    $37,618    $33,995    $138,613  

Ruby R. Chandy

   60,000     37,618     33,995     131,613  

William M. Cook

   70,000     37,618     33,995     141,613  

Frank S. Hermance

   60,000     37,618     33,995     131,613  

Gregory F. Milzcik

   60,000     37,618     33,995     131,613  

Ernest J. Mrozek

   60,000     37,618     33,995     131,613  

Livingston Satterthwaite

   45,000     56,450     56,238     157,688  

Michael T. Tokarz

   67,000     37,618     33,995     138,613  

Name

  Fees Earned
or Paid in
Cash
   Stock
Awards(1)(2)
   Option
Awards(1)(2)
   Total 

Bradley J. Bell

  $73,000    $42,630    $40,710    $156,340  

William M. Cook

   68,750     42,630     40,710     152,090  

Gregory F. Milzcik

   65,000     42,630     40,710     148,340  

Ernest J. Mrozek

   76,250     42,630     40,710     159,590  

David C. Parry

   65,000     42,630     40,710     148,340  

Livingston L. Satterthwaite

   65,000     42,630     40,710     148,340  

Michael T. Tokarz

   90,000     50,198     47,925     188,123  

Cynthia J. Warner

   56,875     63,819     61,031     181,725  

 

(1)Reflects the aggregate grant date fair value in accordance with FASB ASC Topic 718 using the assumptions set forth in the footnotes to financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011,2013, assuming no forfeitures.

 

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(2)The following table provides information on the restricted stock and stock option awards held by the Company’s non-management directors and the value of those awards as of December 30, 2011.31, 2013. All outstanding awards are in or exercisable for shares of the Company’s Common Stock.

 

  Option Awards  Stock Awards 
  Number of Securities
Underlying Unexercised
Options
  Option
Exercise
Price
  Option
Expiration
Date
  Number of
Shares or Units of
Stock that Have
Not Vested(b)
  Market Value of
Shares or Units of
Stock that Have
Not Vested(c)
 

Name

 Exercisable(a)  Unexercisable(a)     

Bradley J. Bell

  6,750    0   $25.70    02/02/2015    2,815   $104,465  
  3,375    0    30.67    02/02/2016    
  3,375    0    33.99    02/12/2017    
  2,250    0    30.85    02/20/2018    
  2,250    0    19.98    02/24/2019    
  4,080    0    30.32    02/23/2020    
  0    3,190    40.89    02/22/2021    

Ruby R. Chandy

  5,063    0    34.18    04/04/2016    2,815    104,465  
  3,375    0    33.99    02/12/2017    
  2,250    0    30.85    02/20/2018    
  2,250    0    19.98    02/24/2019    
  4,080    0    30.32    02/23/2020    
  0    3,190    40.89    02/22/2021    

William M. Cook

  3,375    0    32.95    04/08/2018    2,815    104,465  
  2,250    0    19.98    02/24/2019    
  4,080    0    30.82    02/23/2020    
  0    3,190    40.89    02/22/2021    

Frank S. Hermance

  15,188    0    18.39    01/02/2014    2,815    104,465  
  10,125    0    18.78    01/30/2014    
  6,750    0    25.70    02/02/2015    
  3,375    0    30.67    02/02/2016    
  3,375    0    33.99    02/12/2017    
  2,250    0    30.85    02/20/2018    
  2,250    0    19.98    02/24/2019    
  4,080    0    30.82    02/23/2020    
  0    3,190    40.89    02/22/2021    

Gregory F. Milzcik

  3,375    0    32.95    04/08/2018    2,815    104,465  
  2,250    0    19.98    02/24/2019    
  4,080    0    30.82    02/23/2020    
  0    3,190    40.89    02/22/2021    

Ernest J. Mrozek

  6,650    0    28.20    07/01/2020    2,920    108,361  
  0    3,190    40.89    02/22/2021    

Livingston Satterthwaite

  0    4,800    45.16    04/05/2021    1,250    46,388  

Michael T. Tokarz

  10,125    0    18.78    01/30/2014    2,815    104,465  
  6,750    0    25.70    02/02/2015    
  3,375    0    30.67    02/02/2016    
  3,375    0    33.99    02/12/2017    
  2,250    0    30.85    02/20/2018    
  2,250    0    19.98    02/24/2019    
  4,080    0    30.82    02/23/2020    
  0    3,190    40.89    02/22/2021    

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  Option Awards  Stock Awards 
  Number of Securities
Underlying Unexercised
Options
  Option
Exercise
Price
  Option
Expiration
Date
  Number of
Shares or Units
of Stock that
Have Not
Vested(b)
  Market Value of
Shares or Units
of Stock that
Have Not
Vested(c)
 

Name

 Exercisable(a)  Unexercisable(a)     

Bradley J. Bell

  6,750    0   $25.70    02/02/2015    2,765   $204,195  
  3,375    0    30.67    02/02/2016    
  3,375    0    33.99    02/12/2017    
  2,250    0    30.85    02/20/2018    
  2,250    0    19.98    02/24/2019    
  4,080    0    30.82    02/23/2020    
  3,190    0    40.89    02/22/2021    
  3,530    0    42.86    02/21/2022    
  0    3,075    50.45    02/15/2023    

William M. Cook

  3,375    0    32.95    04/08/2018    2,765    204,195  
  2,250    0    19.98    02/24/2019    
  4,080    0    30.82    02/23/2020    
  3,190    0    40.89    02/22/2021    
  3,530    0    42.86    02/21/2022    
  0    3,075    50.45    02/15/2023    

Gregory F. Milzcik

  3,375    0    32.95    04/08/2018    2,765    204,195  
  2,250    0    19.98    02/24/2019    
  4,080    0    30.82    02/23/2020    
  3,190    0    40.89    02/22/2021    
  3,530    0    42.86    02/21/2022    
  0    3,075    50.45    02/15/2023    

Ernest J. Mrozek

  6,650    0    28.20    07/01/2020    2,765    204,195  
  3,190    0    40.89    02/22/2021    
  3,530    0    42.86    02/21/2022    
  0    3,075    50.45    02/15/2023    

David C. Parry

  4,930    0    45.08    12/06/2022    2,260    166,901  
  0    3,075    50.45    02/15/2023    

Livingston L. Satterthwaite

  4,800    0    45.16    04/05/2021    3,095    228,566  
  3,530    0    42.86    02/21/2022    
  0    3,075    50.45    02/15/2023    

Michael T. Tokarz

  10,125    0    18.78    01/30/2014    3,085    227,827  
  6,750    0    25.70    02/02/2015    
  3,375    0    30.67    02/02/2016    
  3,375    0    33.99    02/12/2017    
  2,250    0    30.85    02/20/2018    
  2,250    0    19.98    02/24/2019    
  4,080    0    30.82    02/23/2020    
  3,190    0    40.89    02/22/2021    
  4,160    0    42.86    02/21/2022    
  0    3,620    50.45    02/15/2023    

Cynthia J. Warner

  0    4,610    50.45    02/15/2023    1,265    93,420  

 

(a)All options expire on the 10th anniversary of the grant date. Options granted prior to 2006 (with expiration dates prior to 2016) vest 100% on the second anniversary of the grant date. Options granted during and after 2006 (with expiration dates during and after 2016) vest 100% on the first anniversary of the grant date. All options vest 100% upon a change in control.control of the Company.

 

(b)See footnote 1 to table under SECURITY OWNERSHIP“SECURITY OWNERSHIP” below for vesting provisions.

 

(c)Determined based upon the closing price of the Company’s Common Stock on December 30, 2011.31, 2013.

 

14


For 2014, the annual cash retainer was increased from $65,000 to $75,000, the annual equity award was increased from $85,000 to $110,000, and the initial equity award was reduced from 150% of the annual award to pro-ration of the annual award. Additionally, the equity awards are now granted 100% in restricted stock and the equity ownership guidelines were increased to five times the annual cash retainer (achievable in five years).

Communications with the Board of Directors

Stockholders and other interested parties may contact the Board, the non-management directors as a group or any of the individual directors, including the Lead Director, by writing to Frank J. Notaro, Vice President - General Counsel and Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045. Inquiries sent by mail will be reviewed, sorted and summarized by Mr. Notaro before they are forwarded to any director.

 

15


SECURITY OWNERSHIP

The following table furnishes information as of February 17, 2012,14, 2014, except as otherwise noted, with respect to shares of the Company’s Common Stock beneficially owned by (i) each director and nominee for director, (ii) each officer named in the Summary Compensation Table, (iii) directors, nominees and executive officers of the Company as a group, and (iv) any person who is known by the Company to be a beneficial owner of more than five percent of the outstanding shares of Common Stock. Except as indicated by the notes to the following table, the holders listed below have sole voting power and investment power over the shares beneficially held by them. Under Securities and Exchange CommissionSEC rules, the number of shares shown as beneficially owned includes shares of Common Stock subject to options that are exercisable currently or will be exercisable within 60 days of February 17, 2012.14, 2014. Shares of Common Stock subject to options that are exercisable within 60 days of February 17, 2012,14, 2014, are considered to be outstanding for the purpose of determining the percentage of the shares held by a holder, but not for the purpose of computing the percentage held by others. An * indicates ownership of less than one percent of the outstanding Common Stock. For purposes of the following table, the addresses for each of the directors, nominees and executive officers of the Company is c/o 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045.

 

Name and Address of Beneficial Owner

  Shares
Beneficially

Owned
   Percent of
Class
   Shares
Beneficially
Owned
   Percent of
Class
 

Directors and Nominees (other than Named Executive Officers):

        

Bradley J. Bell(1)

   65,661     *     75,626     *  

Ruby R. Chandy(1)

   26,234     *  

William M. Cook(1)

   18,725     *     28,690     *  

Frank S. Hermance(1)

   56,099     *  

Gregory F. Milzcik(1)

   16,725     *     26,690     *  

Ernest J. Mrozek(1)

   12,760     *     21,725     *  

David C. Parry(1)

   11,780     *  

Livingston L. Satterthwaite(1)

   6,137     *     16,102     *  

Michael T. Tokarz(1)

   358,722     *     367,801     *  

Cynthia J. Warner(1)

   7,390     *  

Named Executive Officers:

        

Andrew K. Silvernail(2)(3)

   132,356     *     217,817     *  

Heath A. Mitts(2)(3)

   139,325     *     134,074     *  

Kevin G. Hostetler(2)(3)

   142,951     *  

Frank J. Notaro(2)(3)

   131,972     *     96,749     *  

Michael J. Yates(2)(3)

   102,632     *  

Jeffrey D. Bucklew(2)(3)

   11,134     *  

Daniel J. Salliotte(2)(3)

   56,084     *  

Directors, Nominees and All Executive Officers as a Group: (14 persons)(4)

   1,318,422     1.6     1,187,215     1.5  

Other Beneficial Owners:

        

T. Rowe Price Associates, Inc.(5)

   8,208,810     9.8     7,838,430     9.6  

100 East Pratt Street Baltimore, Maryland 21202

        

BlackRock Inc.(6)

   4,966,419     6.0     5,110,673     6.3  

40 East 52nd Street New York, New York 10022

        

The Vanguard Group(7)

   4,763,224     5.9  

100 Vanguard Blvd. Malvern, Pennsylvania 19355

    

Prudential Financial(8)

   4,257,509     5.3  

751 Broad Street Newark, New Jersey 07102

    

JPMorgan Chase & Co.(9)

   4,115,988     5.0  

270 Park Ave. New York, New York 10017

    

 

(1)

Includes 25,270, 20,208, 12,895, 50,583, 12,895, 9,840, 4,80031,875, 19,500, 19,500, 16,445, 8,005, 11,405, 33,050 and 35,3954,610 shares under exercisable options for Mr.Messrs. Bell, Ms. Chandy, and Messrs. Cook, Hermance, Milzcik, Mrozek, Parry, Satterthwaite and Tokarz, and Ms. Warner, respectively. Includes 675 shares of restricted stock issued to Mr. Bell, Ms. Chandy, and Messrs. Cook, Hermance, Milzcik and Tokarz on February 24, 2009, which vest on February 24, 2012; 1,220 shares of restricted stock issued to Mr. Bell, Ms. Chandy, and Messrs. Cook, Milzcik and Tokarz on February 23, 2010, which vest on February 23, 2013; 2,000 shares of restricted stock issued to Mr. Mrozek on July 1, 2010, which vest on July 1, 2013; 920 shares of restricted stock issued to Mr.each of Messrs. Bell, Ms. Chandy, and Messrs. 

16


Cook, Milzcik, Mrozek and Tokarz on February 22, 2011, which vest on February 22, 2014; and 1,250 shares of restricted stock issued to Mr. Satterthwaite on April 5, 2011, which vest on April 5, 2014. Also includes 1,2202014; 1,000 shares of restricted stock issued to each of Messrs. Bell, Cook, Milzcik, Mrozek and Satterthwaite on February 21, 2012, which vest on February 21, 2015; 1,170 shares of restricted stock issued to Mr. HermanceTokarz on February 23, 2010, and 92021, 2012, which vest on February 21, 2015; 1,415 shares of restricted stock issued to Mr. HermanceParry on February 22, 2011,December 6, 2012, which vest on April 10, 2012.December 6, 2015; 845 shares of restricted stock issued to each of Messrs. Bell, Cook, Milzcik, Mrozek, Parry and Satterthwaite on February 15, 2013, which vest on February 15, 2016; 995 shares of restricted stock issued to Mr. Tokarz on February 15, 2013, which vest on February 15, 2016; 1,265 shares of restricted stock issued to Ms. Warner on February 15, 2013, which vest on February 15, 2016; 1,515 shares of restricted stock issued to each of Messrs. Bell, Cook, Milzcik, Mrozek, Parry and Satterthwaite and Ms. Warner on February 13, 2014, which vest on February 13, 2017; and 1,720 shares of restricted stock issued to Mr. Tokarz on February 13, 2014, which vest on February 13, 2017. The restricted shares held by Mr.Messrs. Bell, Ms. Chandy, and Messrs. Cook, Milzcik, Mrozek, Parry, Satterthwaite and Tokarz, and Ms. Warner may vest

16


earlier than the dates indicated above upon a change in control of the Company or failure to be re-elected to the Board. All shares of restricted stock are eligible for dividends.

 

(2)Includes 66,700, 105,997, 116,790, 99,201109,931, 90,217, 53,775, 4,694 and 75,67028,886 shares under exercisable options for Messrs. Silvernail, Mitts, Hostetler, Notaro, Bucklew and Yates,Salliotte, respectively.

 

(3)Includes shares of restricted stock awarded by the Company as follows:

Mr. Silvernail was awarded 5,310 shares of restricted stock under the Incentive Award Plan on February 24, 2009, which vest on February 24, 2012; 5,670 shares of restricted stock under the Incentive Award Plan on March 2, 2010, which vest on March 2, 2013; 4,540 shares of restricted stock under the Incentive Award Plan on February 22, 2011, which vest on February 22, 2014; and 43,441 shares of restricted stock under the Incentive Award Plan on August 10, 2011, which vest on August 10, 2014; 18,670 shares of restricted stock under the Incentive Award Plan on February 21, 2012, which vest on February 21, 2015; 18,505 shares of restricted stock under the Incentive Award Plan on February 15, 2013, which vest on February 15, 2016; and 9,320 shares of restricted stock under the Incentive Award Plan on February 13, 2014, which vest on February 13, 2017; provided he is employed by the Company on such vesting dates.

Mr. Mitts was awarded 3,530 shares of restricted stock under the Incentive Award Plan on February 24, 2009, which vest on February 24, 2012; 2,920 shares of restricted stock under the Incentive Award Plan on March 2, 2010, which vest on March 2, 2013; and 17,130 shares of restricted stock under the Incentive Award Plan on February 22, 2011, which vest on February 22, 2014; 5,840 shares of restricted stock under the Incentive Award Plan on February 21, 2012, which vest on February 21, 2015; 4,560 shares of restricted stock under the Incentive Award Plan on February 15, 2013, which vest on February 15, 2016; and 2,225 shares of restricted stock under the Incentive Award Plan on February 13, 2014, which vest on February 13, 2017; provided he is employed by the Company on such vesting dates.

Mr. Hostetler was awarded 5,310 shares of restricted stock under the Incentive Award Plan on February 24, 2009, which vest on February 24, 2012. Mr. Hostetler forfeited his March 2, 2010 (5,670 shares) and February 22, 2011 (4,540 shares) restricted stock awards when he resigned as an officer on February 14, 2012.

Mr. Notaro was awarded 10,140 shares of restricted stock under the Incentive Award Plan on February 24, 2009, which vest on February 24, 2012; 6,300 shares of restricted stock under the Incentive Award Plan on March 2, 2010, which vest on March 2, 2013; and 9,340 shares of restricted stock under the Incentive Award Plan on February 22, 2011, which vest on February 22, 2014; 5,840 shares of restricted stock under the Incentive Award Plan on February 21, 2012, which vest on February 21, 2015; 2,600 shares of restricted stock under the Incentive Award Plan on February 15, 2013, which vest on February 15, 2016; and 930 shares of restricted stock under the Incentive Award Plan on February 13, 2014, which vest on February 13, 2017; provided he is employed by the Company on such vesting dates.

Mr. YatesBucklew was awarded 2,9803,220 shares of restricted stock under the Incentive Award Plan on March 5, 2012, which vest on March 5, 2015; 1,985 shares of restricted stock under the Incentive Award Plan on February 24, 2009,15, 2013, which vest on February 24, 2012; 2,68015, 2016; and 1,235 shares of restricted stock under the Incentive Award Plan on March 2, 2010,February 13, 2014, which vest on March 2, 2013; and 9,790February 13, 2017; provided he is employed by the Company on such vesting dates.

Mr. Salliotte was awarded 2,380 shares of restricted stock under the Incentive Award Plan on February 22, 2011, which vest on February 22, 2014; 3,500 shares of restricted stock under the Incentive Award Plan on February 21, 2012, which vest on February 21, 2015; 1,820 shares of restricted stock under the Incentive Award Plan on February 15, 2013, which vest on February 15, 2016; and 520 shares of restricted stock under the Incentive Award Plan on February 13, 2014, which vest on February 13, 2017; provided he is employed by the Company on such vesting dates.

17


The restricted shares held by Messrs. Silvernail, Mitts, Hostetler, Notaro, Bucklew and YatesSalliotte may vest earlier than the dates indicated above upon a change in control of the Company and certain other events. See “Outstanding Equity Awards at 20112013 Fiscal Year End” under EXECUTIVE“EXECUTIVE COMPENSATION.

All shares of restricted stock are eligible for dividends.

 

(4)Includes 720,329516,723 shares under options that are exercisable currently or will be exercisable within 60 days of February 17, 2012,14, 2014, and 160,531206,106 unvested shares of restricted stock.

 

(5)Based solely on information in Schedule 13G, as of December 31, 2011,2013, filed by T. Rowe Price Associates, Inc. (Price Associates) with respect to Common Stock owned by Price Associates and certain other entities which Price Associates directly or indirectly controls or for which Price Associates is an investment advisor on a discretionary basis.

 

(6)Based solely on information in Schedule 13G, as of December 31, 2011,2013, filed by BlackRock Inc. (BlackRock) with respect to Common Stock owned by BlackRock and certain other entities which BlackRock directly or indirectly controls or for which BlackRock is an investment advisor on a discretionary basis.

(7)Based solely on information in Schedule 13G, as of December 31, 2013, filed by Vanguard Group (Vanguard) with respect to Common Stock owned by Vanguard and certain other entities which Vanguard directly or indirectly controls or for which Vanguard is an investment advisor on a discretionary basis.

(8)Based solely on information in Schedule 13G, as of December 31, 2013, filed by Prudential Financial, Inc. (Prudential) with respect to Common Stock owned by Prudential and certain other entities which Prudential directly or indirectly controls or for which Prudential is an investment advisor on a discretionary basis.

(9)Based solely on information in Schedule 13G, as of December 31, 2013, filed by JPMorgan Chase & Co. (JPMorgan) with respect to Common Stock owned by JPMorgan and certain other entities which JPMorgan directly or indirectly controls or for which JPMorgan is an investment advisor on a discretionary basis.

 

1718


EXECUTIVE COMPENSATION

Risk Assessment

AtThe Compensation Committee periodically reviews the Compensation Committee’s direction, management conducted a risk assessment of the Company’spotential risks arising from our compensation policies, practices and practices for its executiveprograms to determine whether any potential risks are material to the Company. In approving the 2013 compensation program design, for 2011the Compensation Committee engaged in discussions with its independent compensation consultant and beyond. The Committee reviewed and discussed the findings of the assessmentmanagement regarding any potential risks and concluded that the Company’s compensation policies and practices are designed with the appropriate balance of risk and reward in relation to the Company’s overall business strategy, do not incent executivesincentivize employees, including executive officers, to take unnecessary or excessive risks, and that any risks arising from the Company’s policies and practices are not reasonably likely to have a material adverse effect on the Company. In the review, managementthe Compensation Committee considered the attributes of the Company’s policies and practices, including:

 

The mix of fixed and variable compensation opportunities;

 

The balance between annual cash and longer-termlong-term, stock-based performance opportunities;

 

The alignment of annual and long-term incentive award objectives to ensure that both types of awards encourage consistent behaviors and sustainableMultiple performance results;

Performance factors tied to key measures of short-term and long-term performance that motivate sustained performance and are based on quantitative measures;

Caps on the maximum payout for cash incentives;

Stock ownership requirements for executives that encourage a long-term focus on performance;

An insider trading policy that prohibits hedging and pledging;

A clawback policy that applies to performance-based compensation, including stock-based awards, for directors and officers; and

 

The Committee’s ability to consider non-financial and other qualitative performance factors in determining actualOversight by an independent compensation payouts.committee.

Compensation Committee Report

The Compensation Committee has reviewed the following Compensation Discussion and Analysis and discussed its contents with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Michael T. Tokarz, Chairman

Bradley J. Bell

Frank S. Hermance

Gregory F. Milzcik

 

1819


Compensation Discussion and Analysis

Executive Summary

We started 2013 with the objective of Fiscal Year 2011

IDEX is a performance-driven, financially focused company that has a long track recordexecuting against our strategic priorities and we are proud of consistently delivering increased value to our stockholders. We delivered strong operating results for the fiscal year ended December 31, 2011.results. The following are 2013 financial highlights:

 

Our ordersSales of $2.0 billion increased 184 percent compared to the prior year.

 

Our salesEarnings per share (EPS) of $3.09 was 41 cents, or 15 percent, higher than the prior year adjusted EPS of $2.68.

Free cash flow of $379 million was 28 percent higher than the prior year, and was 148 percent of net income.

Net income of $255 million increased 2214 percent compared to the adjusted prior year.

 

We repurchased 2.9 million shares of common stock for $166 million.

We increased the quarterly dividend by 15 percent in April 2013.

We acquired FTL Seals Technology, Ltd., a leader in the design and application of high integrity rotary seals, specialty bearings, and other custom products for the oil & gas, mining, power generation and marine markets.

A number of these financial highlights and significant recent accomplishments are directly tied to performance metrics under our executive compensation plans. For 2013, the executive compensation programs were designed to directly link compensation opportunities to the financial performance metrics that we believe are the best measures of success in our business: earnings per share, cash flow conversion, organic sales growth and total shareholder return. The changes we made in the 2013 executive compensation programs were designed to meet the goals defined by the Compensation Committee at the beginning of the review process: tighten the linkage between performance and pay, and minimize subjectivity. To meet these goals, for 2013, the Compensation Committee:

Eliminated the qualitative objectives and the personal performance modifier from the short-term incentive program thereby focusing solely on measureable quantitative performance objectives, and

Introduced performance stock units (PSUs) into the long-term incentive mix with a three-year relative total shareholder return metric.

20


Linkage Between Performance and Executive Pay

The compensation opportunities of our executives are directly tied to the performance of the Company. Our reported diluted EPSpay-for-performance philosophy is demonstrated by the following elements of $2.32our executive compensation program for 2013:

Approximately 81% of our CEO’s 2013 total targeted pay was 42 cents, or 22 percent, higher thantied to Company performance, and an average of approximately 63% of our other named executives officers’ total targeted pay in 2013 was composed of incentives tied to Company performance. The charts below show the prior year. Excluding restructuring related chargesallocation of 2013 targeted pay across base salary, the annual cash incentive award, and non-cash acquisition fair value inventory charges, adjusted diluted EPSthe long-term incentive award for our CEO and for our other named executive officers in the 2013 Summary Compensation Table.

LOGO

In 2013, our long-term incentives continued to represent the single largest component of $2.56 was 57 cents, or 29 percent, higher than the prior-year adjusted EPS.our CEO’s targeted pay, representing approximately 62% of total targeted pay for our CEO; long-term incentives represent an average of approximately 38% of total targeted pay for our other named executive officers.

 

Our free2013 awards are directly tied to the performance metrics that we believe are the best measures of our financial success and that will lead to value created for our stockholders: earnings per share, cash flow of $226 million (adjusted for forward starting interest rate swap settlement) represented 117% of net income.

Beyond our strong financial performance, IDEX executed wellconversion, organic sales growth, and total shareholder return (measured on a number of initiatives for 2011 that were established to position IDEX for long term growth and success.

Global Expansion. We exceeded our goals for organic growth in Brazil, China and India, and established a presence in Japan and Korea through acquisitions.relative basis).

 

Business Development.Our performance metrics are largely focused on absolute performance goals. We deployed more capitalbalance these absolute goals with a relative performance goal that measures our long-term total shareholder return as compared to companies in the S&P Midcap 400 Industrials Index. This structure reinforces a focus on acquisitions than in any year inperformance versus our history,financial plan and significantly expanded our product, market, and geographic footprints.as compared to a group of industrial companies.

 

Commercial and Operational Excellence. We improvedThe value of all three components of our customer facing solutions and operating efficiencies.

Leadership Development. We successfully transitioned2013 long-term incentive awards is tied to our CEO and other leadership positions with internal candidates.stock price performance, which links executive pay directly to the creation of value for our stockholders.

Say on PayOur Executive Compensation Governance Practices

At the Company’s 2011 annual meeting of stockholders, the Company held an advisory vote onOur executive compensation (say-on-pay), thereby affording stockholders the opportunity to cast an advisory vote on the compensation programs for our Named Executive Officers (NEOs). The result of say-on-pay indicated stockholder approval of the compensation paid to our NEOs. The Compensation Committee believes this affirms stockholders’ support of the Company’s approach to executive compensation,policies and did not change its approach. Key elements of that approachpractices include the following:following features, which illustrate our commitment to the principles stated above:

 

Pay for performance is the foundation of our executive compensation program, with the majority of executive pay tied to Company performance;performance.

 

21


We assess the market competitiveness of our programs by assessing the practices of our peer group and through review of market survey data;data.

 

We target median base salary, annual cash incentives and long-term incentives at median of competitive market for each position, while allowing high performers to exceed median based on their performance;performance.

We utilize multiple performance metrics to motivate and reward achievements that we believe are complementary of one another and that contribute to the long-term creation of stockholder value.

We utilize performance metrics that emphasize absolute performance goals, which provide the primary links between incentive compensation and the Company’s business strategy and financial results, while providing balance through one relative performance goal.

Our annual cash incentive awards and performance stock unit awards include a limit on the maximum payout opportunities.

We have executive stock ownership guidelines ranging from two to five times base salary.

We have adopted an annual policy for our say-on-pay vote as recommended by shareholders at our 2011 annual meeting.

 

We reduce the risk of improper or short-sighted compensation decisions by maintaining programs that vest over multiple years, actively engaging the Compensation Committee in executive and senior management compensation, and aligning programs with business supporting measures;business-supporting measures.

 

We incorporate “clawback” provisions into our annual and long-term incentive awards to protect the Company and its stockholders;stockholders.

 

We do not enter into new agreements that include excise tax gross-up provisions;provisions.

 

WeThe Company has an insider trading policy under which we prohibit transactions in which executives may profit from short-term speculative swings in the value of the Company’s share price;price (hedging), pledging and holding Company shares in margin accounts.

 

19


With the exception of the Chief Executive Officer, we do not enter into employment contracts with executive officers;officers.

 

We maintain a consistent severance policy for our executive officers, with no payments for termination for cause;cause.

 

We work to reduce earnings dilution by limiting participation in our equity-based programs; andprograms.

 

We target ISS-recommended share overhangThe Compensation Committee is comprised solely of independent directors and burn-rate levels.approves all compensation for our senior officers; the Compensation Committee develops and recommends to the Board for approval the compensation of the Chief Executive Officer.

The Compensation Committee has retained an independent compensation consultant, who provides services directly to the Compensation Committee.

Our peer group for compensation benchmarking purposes was carefully selected to include well-run companies with a primary focus on manufacturing of highly-engineered products, similar to those produced by the Company and primarily within a range of 0.5 to 2.0 times the Company’s annual revenue.

The Company held an advisory vote on executive compensation (say-on-pay) at the Company’s 2013 Annual Meeting of Stockholders. The say-on-pay advisory vote received support from over 94% of the shares voted at the Annual Meeting. The Compensation Committee believes this affirms stockholders’ support of the Company’s approach to executive compensation. The Compensation Committee will continue to consider the outcome of the Company’s say-on-pay votes when making future compensation decisions for the NEOs.

Leadership Transition

In August 2011, Lawrence Kingsley resigned as President and CEO, but remained asnamed executive Chairman through October 2, 2011, and non-executive Chairman from October 3, 2011 through December 31, 2011. Upon his resignation, all unvested equity awards were forfeited, consistent with current executive compensation programs and practices. In connection with the transition and in order to induce Mr. Kingsley to provide transition support, Mr. Kingsley continued to receive his normal salary until October 2, 2011, but forfeited his annual bonus opportunity. Additionally, he received $75,000 for his services as non-executive Chairman of the Board from October 3, 2011 through December 31, 2011, and a lump-sum cash payment of $500,000 on December 31, 2011 for transition services. Mr. Kingsley stepped down as non-executive Chairman on December 31, 2011.

Andrew Silvernail replaced Mr. Kingsley as President and CEO in August 2011, and as Chairman in January 2012. In connection with Mr. Silvernail’s appointment, we entered into an employment agreement with him which is in line with our existing executive compensation structure, and provides him with a competitive package while being mindful of current executive compensation best practices. Specifically, in entering into Mr. Silvernail’s two-year (no automatic renewal) contract, the Committee eliminated the tax gross-ups, inducement award accelerated vesting, and country club membership available to the prior CEO.

In February 2011, Dominic Romeo retired as CFO. As discussed in last year’s proxy, the Company agreed to pay Mr. Romeo a pro rata target bonus for 2011 as part of his retirement package. Otherwise Mr. Romeo received only his base salary through his retirement date in 2011.

Heath Mitts replaced Mr. Romeo as CFO in March 2011. In connection with Mr. Mitts’ promotion to CFO, Michael Yates, our Chief Accounting Officer, undertook additional responsibilities. As a result of these promotions, Messrs. Mitts’ and Yates’ base salaries and target annual incentives were increased, and they received promotion equity grants to bring their compensation in line with market for their positions. Additionally, Messrs. Notaro and Yates received retention equity grants intended to retain them given the other executive transitions. Messrs. Mitts’, Notaro’s and Yates’ promotion and retention option grants contained more restrictive vesting terms than our standard grants.

As a result of their terminations, the following discussion does not include Messrs. Kingsley’s or Romeo’s compensation, unless relevant in discussing the compensation of our current CEO, CFO or other NEOs.officers.

 

2022


Philosophy and OverviewObjectives of Our Executive Compensation Program

The Company’s executive compensation philosophy is that its compensation program shouldshould: (1) align the interests of management and stockholders, (2) motivate and retain the management team, and (3) result in executives holding meaningful amounts of the Company’s Common Stock.

Aligning the interests of management and stockholders. Our 2013 executive compensation program elements were aligned with the interests of our stockholders by linking our incentive compensation performance metrics to the following key indicators of the Company’s overall financial performance: earnings per share, cash flow conversion, organic sales growth, and total shareholder return relative to companies in the S&P Midcap 400 Industrials Index. We believe that our executives should have a financial stake in our long-term success. As described in greater detail below, the Board of Directors established stock ownership guidelines in 2006 that require covered executive officers, including the named executive officers, to maintain a stake in the long-term success of our business. In addition, the Company’s insider trading policy prohibits speculative and derivative trading and short selling by all employees and directors. The policy further prohibits pledging Company carries out its compensation philosophy by:securities and hedging transactions with respect to Company securities. We believe these requirements along with our incentive programs effectively align the interests of management and stockholders and motivate the creation of long-term stockholder value.

 

CompensatingMotivate and retain the management team. We believe that the mix of base salary, short-term and long-term incentives with appropriate performance metrics and targets provide a motivational element whereby executives at the median of the market in which the Company competes for management talent, ifare paid according to how the Company performs, and that they have direct line of sight to what it takes to outperform and thus achieve pay above market median. We seek to retain our executives primarily by setting our compensation and benefits at target;competitive levels relative to companies of similar size, scope and complexity. We believe that our executives have skills that are transferrable across industries and are sought after by similar-sized as well as larger diversified manufacturing companies. As a result, we do include companies in our peer group that are more than two times the Company’s revenue level.

 

ProvidingResult in executives holding meaningful amounts of the Company’s common stock. Our long-term incentive program consists of performance-based stock units, restricted stock and stock options. Our long-term incentive award grants are targeted to be competitive with additional compensation if the market and, depending upon Company performsperformance, can result in significant share ownership opportunities for our executives. As stated above target;

Payingand detailed below, our stock ownership guidelines require our executives a significant portion of their compensationto maintain certain stock ownership levels. When combining the long-term incentive grant levels that are paid out in the form of long-term equity awardsCompany’s common stock and the required ownership levels, the result is that vest over time; and

Requiringour executives to hold targetedmeaningful amounts of the Company’s Common Stock.

Compensation Process and Oversight

Role of Compensation Committee and Data Used.The Compensation Committee establishes the Company’s compensation philosophy, structures the Company’s compensation programs to be consistent with that philosophy, and approves each element of named executive officer (NEO) compensation. In the case of the CEO, the Board of Directors approves compensation recommendations made by the Compensation Committee.

The Compensation Committee performs periodic reviews of executive pay tally sheets. The tally sheets outline each executive’s annual target and actual pay, unvested equity holdings and termination payments under various scenarios. Data from the tally sheets is considered by the Compensation Committee when setting target total compensation. Generally, the Compensation Committee reviews and adjusts target total compensation levels annually. Actual total compensation may vary from target based on performance and changes in stock price over time.

 

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Generally, the amount of compensation realized historically, or potentially realizable in the future, from past equity awards does not directly impact the level at which future pay opportunities are set. When granting equity awards, the Compensation Committee reviews market data and individual performance.

Market Benchmarking. The Compensation Committee reviews data from various sources (as discussed below) as one input in determining appropriate target compensation levels. Individual pay decisions are made on the basis of individual performance, years of experience, skill set, value of the position (or the individual) to the organization, as well as the market data. The Compensation Committee believes that, to attract and retain qualified management, total direct compensation should be competitively targeted within a range of +/- 20% of the 50th percentile (Targeted Range) of market for comparable positions at comparable companies. However, cases may exist where these target compensation levels fall outside this range based on the individual factors listed above. Actual compensation should and does vary from target based on Company and individual performance. For 2013, compensation levels for the NEOs were within the Targeted Range.

The Compensation Committee undertook a review and analysis to ensure that the 2013 executive compensation programs appropriately reflected the market for talent. The Committee considered relevant market pay practices to ensure the Company’s ability to recruit and retain high performing talent across its diversified markets and global footprint. Two surveys and a peer group analysis were utilized for the 2013 executive compensation market analysis for the NEOs:

Companies that participate in the Towers Watson executive compensation database survey (excluding energy and financial service companies) as well as the Equilar Top 25 Survey, both matched by job content. Two surveys were used because they include a broad range of manufacturing companies that are comparable to the Company in size, geography and industry; and

The peer group of companies identified below, which consists of companies that are similar to the Company in terms of their size (i.e., revenue, net income, and market capitalization), diversified industry profile (ranging from customized manufacturing solutions to emerging markets in highly specialized health science technology), research and development investment, global presence, and have executive officer positions that are comparable to the Company’s in terms of breadth, complexity and scope of responsibilities. Prior to conducting the benchmarking review for 2013 compensation decisions, Towers Watson reviewed the composition of the peer group listed in last year’s proxy statement with the Compensation Committee. Based on that review, the Committee removed Millipore Corporation, and added Bruker Corporation, JDS Uniphase Corporation and KLA-Tencor Corporation. Millipore was removed as it was acquired by Merck KGaA. Bruker, JDS Uniphase and KLA-Tencor were added based on their status as well-respected companies having operations that involve the photonics and life sciences industries, and their annual revenues which are within a reasonable range of the Company’s annual revenue.

A.O. Smith Corporation

Dover Corporation

Pentair Ltd.

Actuant Corporation

Flowserve Corporation

PerkinElmer, Inc.

AMETEK, Inc.

Gardner Denver, Inc.

Robbins & Myers, Inc.

Barnes Group Inc.

JDS Uniphase Corporation

Roper Industries, Inc.

Bruker Corporation

KLA-Tencor Corporation

SPX Corporation

CIRCOR International Inc.

Nordson Corporation

Waters Corporation

Colfax Corporation

Pall Corporation

Watts Water

Donaldson Company, Inc.

24


The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. As such, with the assistance of Towers Watson, the Committee developed an aggregate composite of the market data to establish target compensation levels for the executives weighted as follows:

Position(s)

  Survey
Weighting
  Peer Group
Weighting
  

Rationale

CEO and CFO

   20  80 Positions are required to be represented in all of the proxy peer group companies; closest representation of the corporate profile; balance of peer and survey data.

General Counsel and Chief Human Resources Officer

  

 

 

 

70

 

 

 

 

 

30

 

 

 

Limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data.

VP Mergers, Acquisitions and Treasury

  

 

 

 

100

 

 

 

 

 

0

 

 

 

Very limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data.

Process of Setting Compensation. The CEO’s pay package is developed by the Compensation Committee based on the financial and operating performance of the Company, the Committee’s assessment of his individual performance and based on a thorough review of the market benchmarking data identified above. The CEO pay recommendations put forth by the Compensation Committee are then reviewed and approved by the Board of Directors. The pay packages for the other NEOs are set by the Compensation Committee based on the recommendations of the CEO. The Compensation Committee considers the CEO’s recommendations, taking into account each NEO’s individual responsibility, experience and overall performance, as well as internal comparisons of pay within the executive group and the market benchmarking data. The Compensation Committee utilizes the expertise of its compensation consultant, Towers Watson, in developing compensation recommendations for the named executive officers, including the CEO.

In developing compensation programs, the Compensation Committee reviews the estimated accounting and tax impact of all elements of the executive compensation program. Generally, an accounting expense is accrued over the requisite service period of the particular pay element (generally equal to the performance period) and the Company realizes a tax deduction upon payment to, or realization by, the executive. The Compensation Committee has been advised that cash awards, performance stock units and stock options granted under the Incentive Award Plan should satisfy the requirements for performance-based compensation under Internal Revenue Code (IRC) Section 162(m). The Compensation Committee has been advised that restricted stock awards (which vest based on continued employment with the Company) do not qualify as performance-based compensation and, therefore, may not be tax-deductible as a result of the limitations of IRC Section 162(m).

IRC Section 162(m) limits the tax deductibility by the Company of annual compensation in excess of $1,000,000 paid to the CEO and any of the three other most highly compensated executive officers, other than the CFO. While the tax impact of any compensation arrangement is one factor to be considered, that impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. While it is a goal of the Compensation Committee to maximize the deductibility of executive compensation, the Committee retains the discretion to compensate officers in

25


a manner commensurate with performance and the competitive environment for executive talent. Accordingly, the Compensation Committee may award compensation to the executive officers that is not fully deductible if it determines the compensation is consistent with its philosophy and is in the Company’s and its stockholders’ best interests.

Our 2013 Executive Compensation Program

The following discussion describes our 2013 compensation elements and 2013 compensation decisions related to our NEOs. Our NEOs consist of our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers. For 2013, our named executive officers are Andrew K. Silvernail, our Chairman of the Board, President and Chief Executive Officer; Heath A. Mitts, our Vice President and Chief Financial Officer; Frank J. Notaro, our Vice President – General Counsel and Secretary; Jeffrey D. Bucklew, our Chief Human Resources Officer; and Daniel J. Salliotte, our Vice President Mergers, Acquisitions and Treasury.

2013 Key Compensation Elements

. The material elements of 20112013 compensation for the NEOs in the Summary Compensation Table, including Andrew K. Silvernail, who is our current CEO, and Heath A. Mitts, who is our current CFO, are outlined below:

 

Element

  

Purpose

  

Characteristics

Total Direct Compensation

Reward each executive for current and future performance through a combination and proportion of base salary, short- and long-term performance-based incentives and benefits.Non-variable and variable cash, non-cash and equity-based components of compensation, targeted in the aggregate 50th percentile of market (+/-20%).

Base Salary

  Provide a fixed level of current cash compensation consonant with the executive’s primary duties and responsibilities.  Targeted to the 50th percentile of market (+/-20%) and adjustedAdjusted annually to reflect market changes, salary budgets and individual performance.

Short-Term Incentives —
Annual Bonus

  Provide annual performance-based cash compensation in excess of base salary.  Targeted to 50th percentile of market (+/-20%) and adjusted based onReflects Company and individual performance.

Long-Term Incentives —
Stock Options

  Provide long-term compensation tied to increases in the price of the Company’s stock, and retention.  Adjusted based on Company and individual performance, pricedPriced on grant date, and vested ratably over four years.

Long-Term Incentives —
Restricted Stock Awards

  Provide long-term compensation tied to the value of the Company’s stock, and retention.  Adjusted basedCliff vested in three years.

Long-Term Incentives — Performance Stock Units

Provide performance-based long-term compensation tied to shareholder return and value of the Company’s stock, and retention.

Based on Company and individual performance,relative total shareholder return compared to companies in the S&P Midcap 400 Industrials index, and cliff vested in three years.

Retirement Benefits

  Provide overall wealth accumulation and retention.  Various market-based retirement and welfare benefits and perquisites targeted to the 50th percentile of market (+/-20%).perquisites.

The Compensation Committee targets the following approximate mix of annual compensation for the CEO and other NEOs:

   Percent of Total Direct Compensation at Target 

Executive

  Base Salary  Target Annual
Incentive
  Target Long Term
Incentives
 

CEO

   25  25  50

Other NEOs

   40  25  35

Maintaining a balanced perspective is a core part of the Company’s business strategy. While short-term performance is vital to the financial well-being of the Company, the long-term health of the Company requires the appropriate emphasis on new products, technologies and investments that will enable future growth and deliver long-term stockholder value. The latter requires that employees take calculated risks to capitalize on anticipated changes in the Company’s numerous businesses. The Company believes targeting total direct compensation to within a range of +/- 20% of 50th percentile of market competitively positions the pay of its executives. The CompanyCompensation Committee believes that balancing the proportion of cash and non-cash awards, as well as short-term versus long-term awards, is important to motivate performance while mitigating risk. Cash-based awards are important in motivating

22


executives for the short-term, while long-term incentives focus executives with the greatest ability to impact business results on managing the business for the long-term, and reinforce the link between their earnings opportunity and the long-term growth of the Company. Actual compensation may fall outside the targeted range based on a variety of factors, including individual performance, additional responsibilities and length of tenure in a particular position.

Role of Compensation Committee and Data Used

The Compensation Committee establishes the Company’s compensation philosophy, structures the Company’s compensation programs to be consistent with that philosophy, and approves each element of each executive officer’s compensation. In the case of the CEO, the Board ratifies compensation determinations made by the Compensation Committee.

The Compensation Committee performs periodic reviews of executive pay tally sheets. The tally sheets outline each executive’s annual pay — target and actual — and total accumulated wealth under various performance and employment scenarios. Data from the tally sheets is considered by the Compensation Committee when setting target total compensation. Generally, the Compensation Committee reviews and adjusts target total compensation levels annually. Actual total compensation may vary from target based on Company and individual performance, and changes in stock price over time.

Generally, the amount of compensation realized historically, or potentially realizable in the future, from past equity awards does not directly impact the level at which future pay opportunities are set. When granting equity awards, the Compensation Committee reviews both individual performance and the positioning of previously granted equity awards within established grant ranges.

To assist the Compensation Committee in discharging its responsibilities, the Compensation Committee retained TowersWatson to act as an outside consultant. TowersWatson is engaged by, and reports directly to, the Compensation Committee. TowersWatson works with the Compensation Committee and management to structure the Company’s compensation programs and evaluate the competitiveness of its executive compensation levels. TowersWatson’s primary areas of assistance to the Compensation Committee are:

Analyzing market compensation data for all executive positions;

Advising on the terms of equity awards; and

Reviewing materials to be used in the Company’s proxy statement.

TowersWatson periodically provides the Compensation Committee and management market data on a variety of compensation-related topics. The Compensation Committee authorized TowersWatson to interact with the Company’s management, as needed, on behalf of the Compensation Committee, to obtain or confirm information.

Market Benchmarking

The Compensation Committee reviews data from various sources (discussed below) as one input in determining appropriate target compensation levels. Individual pay decisions are made on the basis of individual performance, years of experience, skill set, perceived value of the position (or the individual) to the organization, as well as the market data. The Compensation Committee believes that, to attract and retain qualified management, total direct compensation should be targeted within a range of +/- 20% of 50th percentile (Targeted Range) of market for comparable positions at comparable companies. However, cases may exist where such target pay levels fall outside this range based on the individual factors listed above. Actual pay should and does vary from target based on Company and individual performance. For 2011, pay levels for the NEOs were within the Targeted Range.

 

23


The Compensation Committee undertook a review and analysis to ensure that its 2011 executive compensation programs appropriately reflected its market for talent. The Committee considered relevant market pay practices to ensure the Company’s ability to recruit and retain high performing talent across its diversified markets and global footprint. Two main sources of market data were selected for the 2011 executive compensation analysis for the NEOs:

Companies that participate in the TowersWatson executive compensation data base survey (excluding energy and financial service companies) matched by job content, with data regressed based on the Company’s revenue size. Data for this group was presented on an aggregate basis. Individual company data was not reviewed, and the identities of the companies in the data base was not revealed; and

The peer group of companies identified below, which consists of companies that are similar to the Company in terms of their size (i.e., revenue, net income, and market capitalization), diversified industry profile (ranging from customized manufacturing solutions to emerging markets in highly specialized health science technology), research and development investment, or global presence, and have executive officer positions that are comparable to the Company’s in terms of breadth, complexity and scope of responsibilities.

A O Smith

SPXWatersWatts Water Technologies

Actuant

AmetekBarnes GroupCircor International

Colfax

Donaldson CoDoverFlowserve

Gardner Denver

NordsonPallPentair

PerkinElmer

Robbins & MyersRoper Industries

The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. As such, they developed an aggregate composite, with the support of TowersWatson, of the market data to establish target compensation levels for the executives weighted as follows:

Position(s)

  Survey
Weighting
  Peer Group
Weighting
  

Rationale

CEO and CFO

   20  80 Positions are required to be represented in all of the proxy peer group companies; closest representation of the corporate profile; balance of peer and survey data.

Segment Leaders

   40  60 Positions require skills and experience found in narrowly defined markets and/or a wider range of organizations than simply the peer group; balance of peer and survey data.

General Counsel

   70  30 Limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data.

Chief Accounting Officer

   100  0 Very limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data.

2426


Process of Setting Compensation

The CEO’s pay package is set by the Compensation Committee during executive session based on the financial and operating performance of the Company and the Committee’s assessment of his individual performance and experience. The pay packages for the other NEOs are set by the Compensation Committee based on the recommendations of the CEO. The Compensation Committee considers the CEO’s recommendations, taking into account each NEOs individual responsibility, experience and overall performance, as well as internal comparisons of pay within the executive group. As discussed above, each of Messrs. Silvernail’s, Mitts’ and Yates’ compensation was increased to reflect their promotions and to bring them in line with the Targeted Range for their new positions.

In setting compensation, the Compensation Committee reviews the estimated accounting and tax impact of all elements of the executive compensation program. Generally, an accounting expense is accrued over the requisite service period of the particular pay element (generally equal to the performance period) and the Company realizes a tax deduction upon payment to, or realization by, the executive. The Compensation Committee has been advised that cash bonus awards and stock options granted under the Incentive Award Plan should satisfy the requirements for performance-based compensation under Internal Revenue Code (IRC) Section 162(m). The Compensation Committee has been advised that restricted stock awards (which vest based on continued employment with the Company) do not qualify as performance-based compensation and, therefore, may not be tax-deductible under IRC Section 162(m).

A goal of the Compensation Committee is to comply with the requirements of IRC Section 162(m). IRC Section 162(m) limits the tax deductibility by the Company of annual compensation in excess of $1,000,000 paid to the CEO and any of the three other most highly compensated executive officers, other than the CFO. While the tax impact of any compensation arrangement is one factor to be considered, that impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. The Compensation Committee considers ways to maximize the deductibility of executive compensation, while retaining the discretion it deems necessary to compensate officers in a manner commensurate with performance and the competitive environment for executive talent. The Compensation Committee may award compensation to the executive officers that is not fully deductible if it determines the compensation is consistent with its philosophy and is in the Company’s and stockholders’ best interests.

Base Salary

Salary.Base salaries are reviewed annually and may be adjusted to reflect Company performance and individual responsibility and performance,market data, as well as market data. Base salary is targeted to within a range of +/- 20% of the 50th percentile of the market. For 2011, base salaries were within the Targeted Range for each NEO.individual responsibility, experience and tenure.

Short-Term Incentives — Annual Bonus

Management Incentive Compensation PlanPlan.

All NEOs, other than Messrs. Silvernail and Hostetler,Notaro, participated in the Company’s Management Incentive Compensation Plan (MICP). The MICP provides participants with the opportunity to earn annual cash bonuses. Annual cash bonuses underAs compared to the 2012 MICP, are targeted to within +/- 20%we eliminated the qualitative objectives and the personal performance modifier from the 2013 MICP thereby focusing solely on measurable performance objectives and resulting in a tightening of the 50th percentile of the market, with higher payouts for over-performancelinkage between performance and lower payouts for under-performance. For 2011, annual bonus amounts were within the Targeted Range for each NEO who participated in the MICP.pay.

25


The amount of the annual cash bonus paid to each participant under the MICP is determined under the following formula:

Annual Bonus = Base Salary x Individual Target Bonus Percentage x Business Performance Factor x Personal Performance Multiplier

 

Individual Target Bonus Percentage for the year is a percentage of the participant’s base salary and is based on the participant’s position.position and market data. For the NEOs eligible to receive a bonus under the MICP for 2011,2013, the Individual Target Bonus ranged from 55% to 70% of base salary.Percentages were as follows: Mr. Mitts — 75%; Mr. Bucklew — 60%; and Mr. Salliotte — 65%.

 

The Business Performance Factor (discussed in more detail below) is calculated based on measurable corporate quantitative objectives, which are given a combined 65%75% weighting, and up to five subjectively assessed corporate qualitative objectives, which are givenone strategic measure with a combined 35%25% weighting.

A Personal Performance Multiplier ranging from 0.75 to 1.30 is assigned to each participant based on a subjective assessment of an individual’s performance against individual and business strategic and operational objectives. The Personal Performance Multipliers are recommended by the CEO to the Compensation Committee. The top 10% of all MICP participants receive a Personal Performance Multiplier ranging from 1.15 to 1.30, the bottom 5% of all MICP participants receive a Personal Performance Multiplier ranging from 0.75 to 0.90, and the middle 85% of all MICP participants receive a Personal Performance Multiplier ranging from 0.90 to 1.15. Personal Performance Multipliers above 1.30 or below 0.75 may be assigned to reflect unusually positive or negative individual performance. The Personal Performance Multiplier for each NEO who earned a bonus under the MICP in 2011 was 1.2.

For 2011,2013, the measurable quantitative objectives within the Business Performance Factor were adjusted earnings per share (EPS)EPS and adjusted cash flow conversion. Adjusted EPS excludes from reported earnings per share the impact of acquisition-related income and charges, CEO transition-related compensation adjustments, and restructuring charges (EPS Adjustments). Adjusted cash flow conversion (cashis cash flow as a percent of net income) excludesincome excluding the impact of the EPS Adjustments and the forward starting interest rate swap settlement charges incurred by the Company in connection with its 2011 registered debt offering.Adjustments. The payout of each quantitative objective is a function of the amount by which actual performance exceeds or falls short of goal, with a maximum payout of 200% of target for each objective. The MICP provides thatFor 2013, no bonus iswas payable under the Plan unless thea minimum threshold for adjusted EPS iswas met. The threshold adjusted EPS threshold for 20112013 was established$2.55.

For 2013, the 25% strategic measure was organic sales growth. Organic sales growth is a critical business metric and helps identify the underlying health of the businesses and management’s ability to be $1.97. increase sales through innovation and customer-focus. Organic sales is defined as net sales of the Company adjusted to exclude the impact of foreign currency translation and sales from acquired businesses during the first twelve months of ownership.

For 2011,2013, the relative weightings and actual performance against the quantitative objectives are shown in the table below.

For 2011, the subjectively assessed qualitative objectives within the Business Performance Factor were: global expansion, capital management and deployment, commercial excellence, operational excellence, and organizational development. These measures were targeted to business priorities or initiatives determined by the Compensation Committee and management to address current or future business needs. These measures and goals were established at the beginning of the fiscal year. For 2011, the actual performance against the subjectively based qualitative measures is shown in the table below.

26


The Compensation Committee may, in its discretion, further adjust the Business Performance Factor to account for environmental conditions and adjust for factors (such as acquisition consummation and integration, and performance in a challenging economic environment) not fully reflected in the quantitative and qualitative objectives. Over the past 14 years, the Business Performance Factor for the NEOs participating in the MICP has been at or above 100% for seven years, and below 100% for seven years. For 2011, the performance against the quantitative and qualitative factorsstrategic measure resulted in a recommended Business Performance Factor of 132.5%142%, as shown in the table below.

 

MICP Objective

  Goal Actual Payout MICP
Weighting
 Business
Performance
Factor
   Goal Actual Payout MICP
Weighting
 Business
Performance
Factor
 

Adjusted EPS

  $2.22   $2.44    142.5  50  71.25  $2.85   $3.10    165.6  50  82.8

Adjusted Cash Flow Conversion

   100  110  116.7  15  17.50   115  147  171.1  25  42.8

Qualitative Measures

   N/A    125  125.0  35  43.75

Organic Sales Growth

   2.5  1.5  66.7  25  16.7
     

 

  

 

      

 

  

 

 

Total

      100  132.50      100  142

As indicated, above adjusted EPS and adjusted cash flow conversion far exceeded goals. Organic sales growth results did not meet the targeted level and the MICP calculation reflects those results. Payments under the MICP are included in the 2013 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

27


Short-Term Incentives — Incentive Award PlanPlan.

Messrs. Silvernail’s and Hostetler’sNotaro’s annual incentive bonus took the form of a cash performance award under the Company’s Incentive Award Plan. Under the terms of thestockholder-approved Incentive Award Plan the Compensation Committee may grant selected participants the right to receive a cash payment contingent upon achieving performance goals established by the Compensation Committee. The Compensation Committee designates the participants, selects the performance criteria and period, and establishes the performance goals and awards which may be earned. Following the completion of the performance period, the Compensation Committee determines whether the performance goals have been achieved. In determining the amount earned by a participant, the Compensation Committee has the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Compensation Committee may deem relevant to the assessment of the individual or corporate performance for the period. Messrs. Silvernail and Hostetler were granted cash performance awards rather than an annual cash bonus under the MICP in order to permitallow their deductionbonuses to be deductible under IRC Section 162(m). If Messrs. Silvernail and HostetlerNotaro were participants in the MICP (which is not shareholder approved and permits upward adjustments based on qualitative factors instead of only downward adjustments as permitted under the Company’s Incentive Award Plan), their annual cash bonuses under the MICP would not be a deductible under IRC Section 162(m).

In 2011,2013, the Compensation Committee granted Messrs. Kingsley, Silvernail and HostetlerNotaro cash performance awards with thea maximum aggregate payment amount to all participants equal to 2% of the Company’s 20112013 operating income contingent on the Company achieving anthe same minimum $2.55 adjusted EPS as for other named executive officers under the MICP. Adjusted EPS excludes from earnings per share target for 2011the impact of $1.90.acquisition-related income and charges, and restructuring charges. Under the terms of the award,awards, no bonus would be paid if the Company did not achieve adjusted EPS of $1.90. Mr. Kingsley forfeited his award when he resigned.$2.55. The Compensation Committee set Messrs. Silvernail’s and Hostetler’sNotaro’s actual performance awards for 20112013 at $767,000$1,235,400 and $442,649,$441,000, respectively. In setting the actual awards, the Compensation Committee considered the actual performance of the Company using the metrics in the Business Performance Factor described above, its subjective assessment of Messrs. Silvernail’s and Hostetler’sNotaro’s individual performance and the amountamounts that Messrs. Silvernail and HostetlerNotaro would have earned as an annual cash bonus if they participated in the MICP on substantially the same terms as the other NEOs.NEOs with targets awards of 100% and 75% of their base salaries respectively.

2013 Long-Term Incentives

Incentive Awards. In 2013, NEOs received long-term incentive awards that were granted in three components: performance stock units, stock options and restricted stock. The 2013 total long-term target opportunities are approximately equally weighted among each of the three long-term incentive award components to reflect the Compensation Committee’s belief that relative total shareholder return (TSR), stock price appreciation, retention of executives and executive stock ownership are all important objectives. Long-term incentive awards are issued under the Company’s Incentive Award Plan, which provides that no stock option granted to an NEO may be fully exercisable earlier than three years after its date of grant, and time-based restricted stock awards shall become vested over a period of not less than three years from date of grant. Long-term incentive awards for the NEOs are structured to provide approximately 50% of the expected value in the formpast consisted of only stock options and 50%restricted stock. The performance stock units were added in 2013 to more tightly align pay and performance.

The performance stock units (PSUs) have a three-year performance period and utilize a relative TSR measure. The Company’s relative TSR will be measured against the TSR of companies in the S&P Midcap 400 Industrials Index at the end of the expected valuethree-year performance period. If the Company achieves 50th percentile TSR performance as compared to the group of companies, each NEO will receive the target number of performance units paid out in

shares of the Company’s common stock. Performance below or above the 50th percentile will result in shares delivered below or above target, respectively. Cumulative dividend equivalent payments will be made at the end of the performance period based on the number of shares of common stock received by each executive.

In selecting relative TSR as the measure, the Compensation Committee noted that TSR is highly correlated with a combination of other metrics that are important to the Company and to investors, notably: return on invested capital, operating profit margin and compound annual growth rate (CAGR).

27In selecting the S&P Midcap 400 Industrials Index companies as a comparator group for relative TSR, the Compensation Committee’s objective was to have a group of 50-100 manufacturing companies which was broader than the peer group of companies used for benchmarking compensation of the named executive officers, but that was not too broad or not representative of the Company’s business. Towers Watson helped the Compensation Committee select from the S&P Midcap 400 Industrials Index a group of 60-70 companies that are similar to the Company. The Company is included in the index.


the form of restricted stock awards. The Compensation Committee believes that performance stock units, stock options and restricted stock all incent management actions that drive the creation of stockholder value and promote executive stock ownership. However, stock options and restricted stock haveeach long-term incentive component has different characteristics. The value of the performance stock units after the three-year performance period is directly linked to the

28


relative TSR as described above as well as the stock price movement during the performance period. Stock options provide value only to the extent that the Company’s stock price appreciates above the stock price on the date of grant. Restricted stock awards provide value regardless of whether the Company’s stock price appreciates, and help retain executives over the course of business and market cycles that may negatively impact the Company’s operations and stock price in the short term. Because at the time of grant option shares have a lower expected value than restricted stock awards, relatively more option shares are awarded. Stock option and restricted stock awards are approximately equally weighted for all NEOs to reflect the Compensation Committee’s belief that stock price appreciation, retention of executives and executive stock ownership are all important objectives. Stock option and restricted stockLong-term incentive awards are generally made on an annual basis, or at the time of a special event (such as upon hiring or promotion). Historically, we have usually made awards on the date of the first Compensation CommitteeBoard of Directors meeting of a year, or the date of the annual meeting of stockholders. However, we have not adopted specific guidelines as to the timing of such awards, but attempt to not make awards during any periods when we have non-public information which could impact our stock price.

Each NEO’s award level, other than the CEO’s, is based on the CEO’s recommendationOther Compensation Components

Employee Benefits. The NEOs participate in group health, welfare and qualified retirement programs available to the Compensation Committee, which is based on his subjective assessment of the individual’s performance and, to a lesser extent, his subjective assessmentall of the Company’s performance.employees. The CEO’s awardNEOs also participate in nonqualified supplemental retirement plans, deferred compensation arrangements and supplemental disability benefits. Participation in these nonqualified plans is intended to provide the NEOs with the opportunity to accumulate retirement benefits at levels above the limitations imposed by tax qualified plans. For a more complete explanation of these plans, see the narrative following the 2013 Summary Compensation Table, the Pension Benefits at 2013 Fiscal Year End table, the Nonqualified Deferred Compensation at 2013 Fiscal Year End table, and the discussion under “Potential Payments upon Termination or Change in Control.”

Severance and Change in Control Benefits. Each of the NEOs are entitled to severance benefits under the terms of written agreements in the event that their employment is actually or constructively terminated without cause. The amount of the benefit, which varies with the individual, depends on whether or not the termination is in connection with a change in control. The level of each NEO’s severance benefits reflects the Company’s perception of the market for their positions at the time the agreements were put in place.

Perquisites.The Compensation Committee believes in providing limited perquisites in line with market practice. The NEOs are provided with a car allowance. The CEO is determined by the Compensation Committee’s subjective determination of his performance and,entitled to a lesser extent, its subjective viewlimited use of the Company’s performance. The actual value delivered may vary above or belowaircraft for non-business purposes. For further details on these perquisites, see the expected value based on“Narrative to the performance of the Company’s stock over time, and the timing of the executive’s decision to realize such value.

As discussed above, each of Messrs. Silvernail, Mitts and Yates received additional promotional equity grants in 2011. Such grants were intended to reflect their promotions and to bring their total compensation in line with the Targeted Range. Messrs. Notaro and Yates also received additional equity grants which were intended to retain them during the executive transition.Summary Compensation Table.”

Stock OwnershipOther Executive Compensation Matters

Stock Ownership.Consistent with its executive pay philosophy, the Company requires that executive officers maintain minimum ownership levels of the Company’s Common Stock. The following stock ownership guidelines for NEOs were established by the Board of Directors in 2006.

 

Executive

  Ownership as a Multiple of Base Salary 

CEO

   5x  

CFO

   3x  

Other NEOs

   2x  

The CEO, CFO and the other NEOs must comply with these ownership requirements within five years of date of hire or promotion. Counted for purposes of satisfying ownership requirements are shares directly owned and unvested restricted shares. As of December 31, 2011,2013, the CEO, CFO and the other NEOs had met or were proceeding towards meeting the ownership guidelines within the applicable five-year period.

Hedging

Hedging.All directors and officers of the Company are prohibited from engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company’s securities (“hedging”). For this purpose, “hedging” includes “short-sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling, but not delivering, owned securities), “put” and “call” options (publicly available rights to sell or

29


buy securities within a certain period of time at a specified price or the like), and other hedging transactions designed to minimize the risk inherent in owning the Company’s stock, such as zero-cost collars and forward sales contracts.

28


Clawbacks

Clawbacks.Consistent with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and to the extent not in violation of applicable law, the Company reserves the right to recover, or clawback, from current or former directors and officers any wrongfully earned performance-based compensation, including stock-based awards, upon the determination by the Compensation Committee that:

 

There hasThe Company’s financial statements have been restatement of Company financialsrestated due to the material noncompliance with any financial reporting requirement;

 

The cash incentive or equity compensation to be recouped was calculated on, or its realized value was affected by, the financial results that were subsequently restated;

 

The cash incentive or equity compensation would have been less valuable than that actually awarded or paid based upon the application of the correct financial results; and

 

The pay affected by the calculation was earned or awarded within three years of the restatement.

The Compensation Committee has exclusive authority to modify, interpret and enforce this provision in compliance with applicable law.

Tax Gross-Up Provisions

Provisions.In February 2011, the Compensation Committee adopted a policy that the Company will not enter into any new agreements that include excise tax gross-up provisions with respect to payments contingent upon a change in control of the Company. There is one legacy agreement whichthat was not affected by this policy.

Employee Benefits

The NEOs participate in group health, welfare and qualified retirement programs available to all of the Company’s employees. The NEOs also participate in nonqualified supplemental retirement plans, deferred compensation arrangements and supplemental disability benefits. Participation in these nonqualified plans is intended to provide the NEOs with the opportunity to accumulate benefits and wealth over time. For a more complete explanation of these plans, see the narrative following the 2011 Summary Compensation Table, the Pension Benefits at 2011 Fiscal Year End table, the Nonqualified Deferred Compensation at 2011 Fiscal Year End table, and the discussion under Potential Payments upon Termination or Change in Control.

Severance and Change in Control Benefits

In connection with his promotion to CEO, the Committee determined that it was necessary to enter in to an employment agreement with Mr. Silvernail that contained market severance terms. Mr. Silvernail’s new employment agreement provides the same severance that Mr. Kingsley received under his agreement. However, unlike Mr. Kingsley’s agreement, Mr. Silvernail’s agreement does not provide for any tax gross-ups.

Messrs. Mitts, Notaro and Yates are entitled to severance benefits under the terms of written agreements in the event that their employment is actually or constructively terminated without cause. The amount of the benefit, which varies with the individual, depends on whether such termination is in connection with a change in control. The level of each of Messrs. Mitts’, Notaro’s, and Yates’ severance benefits reflects the Company’s perception of the market for their positions at the time the agreements were put in place. Mr. Hostetler resigned as an officer on February 14, 2012.

 

2930


20112013 Summary Compensation Table

The table below summarizes the total compensation earned in 2011, 2010,2013, 2012 and 20092011 for the Company’s CEO, CFO, and each of the three most highly compensated executive officers other than the CEO and CFO, and the Company’s former CEO and CFO. Mr. Silvernail’s compensation for 2010a portion of 2011 was earned as the Company’s Vice President, Group Executive Health & Science Technologies and Global Dispensing.

 

Name and Principal
Position

 Year  Salary  Stock
Awards(1)
  Option
Awards(2)
  Non-Equity
Incentive
Compensation
Plan(3)
  Change in
Pension Value
and Non-

Qualified
Deferred
Compensation
Earnings(4)
  All Other
Compensation
(5)
  Total 

Andrew K. Silvernail,

  2011   $538,615   $1,685,658   $192,466   $767,000    $190,945   $3,374,684  

Chairman, President and Chief Executive Officer

  2010    383,558    180,136    424,335    548,000     68,099    1,604,128  
        
        

Heath A. Mitts,

  2011    392,000    700,446    768,226    461,895     82,921    2,405,489  

Vice President and Chief Financial Officer

        
        

Kevin G. Hostetler,

  2011    412,346    185,641    192,466    442,649     103,849    1,336,951  

Vice President, Fluid and Metering Technologies(6)

  2010    383,558    180,136    424,335    417,000     70,720    1,475,748  
        
        

Frank J. Notaro,

  2011    352,346    381,913    416,781    395,115    68,118    102,731    1,717,003  

Vice President, General Counsel and Secretary

  2010    335,690    200,151    202,092    450,000    39,934    67,217    1,295,084  
  2009    315,100    202,597    206,167    209,100    50,398    64,345    1,047,707  

Michael J. Yates,

  2011    292,923    400,313    435,954    262,350     71,677    1,463,218  

Vice President, Chief Accounting Officer

        
        

Lawrence D. Kingsley,

  2011    671,615    1,251,234    1,296,946     5,248    968,734    4,193,777  

Former Chairman, President and Chief Executive Officer

  2010    845,673    1,250,150    1,262,642    1,663,000    19,515    204,601    5,245,581  
  2009    825,000    806,193    762,848    1,000,000    25,114    217,788    3,636,943  
        

Dominic A. Romeo,

  2011    79,615        70,867    150,482  

Former Vice President and Chief Financial Officer

  2010    445,673    350,105    353,613    567,000    19,991    318,741    2,055,123  
  2009    425,000    249,350    214,430    321,600    27,388    77,781    1,315,549  
        

Name and Principal
Position

 Year  Salary  Stock
Awards(1)
  Option
Awards(2)
  Non-Equity
Incentive
Compensation
Plan(3)
  Change in
Pension Value
and Non-
Qualified
Deferred
Compensation
Earnings(4)
  All Other
Compensation(5)
  Total 

Andrew K. Silvernail,

  2013   $856,808   $2,036,105   $931,221   $1,235,400    $298,296   $5,357,830  

Chairman, President and Chief Executive Officer

  
 
2012
2011
  
  
  
 
790,769
538,615
  
  
  
 
800,196
1,685,658
  
  
  
 
818,174
192,466
  
  
  
 
732,500
767,000
  
  
   
 
261,083
190,945
  
  
  
 
3,402,723
3,374,684
  
  

Heath A. Mitts,

  2013    455,289   $501,737   $229,515   $489,900    $98,514   $1,774,954  

Vice President and Chief Financial Officer

  
 
2012
2011
  
  
  
 
431,308
392,000
  
  
  
 
250,302
700,446
  
  
  
 
255,680
768,226
  
  
  
 
298,700
461,895
  
  
   
 
109,508
82,921
  
  
  
 
1,345,497
2,405,489
  
  

Frank J. Notaro,

  2013    411,362   $286,078   $130,840   $441,000    -69,565   $92,519   $1,292,233  

Vice President, General Counsel and Secretary

  
 
2012
2011
  
  
  
 
391,692
352,346
  
  
  
 
250,302
381,913
  
  
  
 
255,680
416,781
  
  
  
 
269,700
395,115
  
  
  
 
77,377
68,118
  
  
  
 
103,196
102,731
  
  
  
 
1,347,947
1,717,003
  
  

Jeffrey D. Bucklew,

  2013    331,231   $218,410   $99,831   $285,500    $70,454   $1,005,425  

Chief Human Resources Officer

        

Daniel J. Salliotte,

  2013    284,362   $200,255   $91,485   $265,000    -6,985   $63,207    897,324  

Vice President Mergers, Acquisitions and Treasury

  2012    270,600    150,010    153,408    147,300    8,495    69,754   $799,567  

 

(1)Reflects the aggregate grant date fair value of restricted stock awards and the target number of performance stock units in accordance with FASB ASC Topic 718 using the assumptions set forth in the footnotes to financial statements in the Company’s annual report on the Form 10-K for the year ended December 31, 2011,2013, for awards granted during the relevant year assuming no forfeitures. All shares of restricted stock are eligible for dividends. As discussed above and in the 2011 Grants of Plan-Based Awards table below, Messrs. Silvernail’s, Mitts’, Notaro’s and Yates’ 2011 restricted stock awards are inclusive of one-time promotion and retention awards of $1,500,018, $500,085, $250,247 and $250,247, respectively.dividend equivalent payments.

 

(2)Reflects the aggregate grant date fair value for the year indicated in accordance with FASB ASC Topic 718 using the assumptions set forth in the footnotes to financial statements in the Company’s Annual Report on the Form 10-K for the year ended December 31, 2011,2013, for stock options granted during the relevant year assuming no forfeitures. As discussed above and in the 2011 Grants of Plan-Based Awards table below, Messrs. Mitts’, Notaro’s and Yates’ 2011 stock option awards are inclusive of one-time promotion and retention awards of $560,739, $280,370 and $280,370, respectively.

 

(3)Reflects Messrs. Silvernail’s and Hostetler’sNotaro’s annual performance award under the Incentive Award Plan, and for the other NEOsNEOs’ the annual cash bonus under the MICP, in each case earned in the year reported.

 

(4)Represents the aggregate increaseincrease/decrease in actuarial value under the Pension Plan and SERP (see the narrative to this table below for further details and the narrative to the Pension Benefits at 20112013 Fiscal Year End table for descriptions of the Pension Plan and SERP).

 

3031


(5)Consists of the following for 2011:2013:

 

Name

  Year   Contribution to
401(k) Plan,
Defined
Contribution
Plan and
Accrued SERP
Benefits
   Automotive(a)   Aircraft(b)   Other
Payments(c)
   Total   Year   Contribution to
401(k) Plan,
Defined
Contribution
Plan and
Accrued SERP
Benefits
   Automotive(a)   Aircraft(b)   Other
Payments
   Total 

Andrew K. Silvernail

   2011    $105,469    $20,783    $41,396    $23,296    $190,945     2013    $159,946    $26,786    $111,564    $0    $298,296  

Heath A. Mitts

   2011     67,104     15,818     0     0    $82,921     2013     77,322     21,192     0     0     98,514  

Kevin G. Hostetler

   2011     81,338     22,511     0     0    $103,849  

Frank J. Notaro

   2011     82,813     19,918     0     0    $102,731     2013     73,377     19,142     0     0     92,519  

Michael J. Yates

   2011     54,738     16,939     0     0    $71,677  

Lawrence D. Kingsley

   2011     243,063     19,176     131,494     575,000    $968,734  

Dominic A. Romeo

   2011     67,895     2,972     0     0    $70,867  

Jeffrey D. Bucklew

   2013     53,648     16,806     0     0     70,454  

Daniel J. Salliotte

   2013     46,514     16,694     0     0     63,207  

 

(a)Consists of auto allowance and gas.

 

(b)The Company’s methodology for calculating the value of the personal use of the Company aircraft is to calculate the incremental costs of such usage to the Company, which includes fuel, landing fees, hangar fees, catering, additional expenses related to the crew and other expenses, which would not have otherwise been incurred by the Company if the aircraft had not been used for personal travel.

(c)For Mr. Silvernail, represents reimbursement of legal fees incurred in connection with the preparation of his employment agreement. For Mr. Kingsley, represents (i) $75,000 for his services as Chairman from October 3, 2011 until December 31, 2011, payable in lump sum on December 31, 2011, and (ii) $500,000 for transition support and services through December 31, 2011, payable in lump sum on December 31, 2011.

(6)Mr. Hostetler resigned as an officer on February 14, 2012. Mr. Hostetler has agreed to provide transition services to the Company through April 8, 2012, and will continue to vest in any restricted stock and option awards that would vest through that date. All other outstanding awards were forfeited as of the date of his resignation. Mr. Hostetler will also receive lump-sum severance of $705,500 representing twelve months’ base salary and 2012 target bonus, a $250,000 lump-sum payment in return for a one year non-competition covenant, reimbursement of up to $75,000 in outplacement services, and twelve months’ continued health benefits at his expense.

Narrative to Summary Compensation Table

Perquisites and Supplemental Disability

In addition to benefits generally available to all other U.S.-based non-union employees, the CEO and other NEOs receive an auto allowance and except as set forth below, participate in a supplemental long-term disability program. The supplemental disability benefit is in addition to the group long-term disability benefit generally available to all U.S.-based non-union employees. The group long-term disability plan provides an annual benefit of 60% of the first $200,000$300,000 of base salary, or an annual maximum benefit of $120,000$180,000 per year. For the NEOs, other than the CEO, the supplemental program provides an annual benefit of 60% of their base salary above $200,000,$300,000, with a maximum supplemental benefit of $36,000$60,000 per year. For the CEO, the supplemental program provides an annual benefit of 60% of base salary above $200,000, with a maximum supplemental benefit of $240,000 per year. The NEOs pay the premiums on all such insurance. The CEO is also offered the personal use of Company aircraft (limited to 25 hours per year).

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Retirement Benefits

The Company maintains three tax-qualified retirement plans for all employees in which the CEO and other NEOs participate: the IDEX Corporation Defined Contribution Plan (Defined Contribution Plan), the IDEX Corporation Savings Plan, which is a 401(k) plan with a prescribed matching contribution (401(k) Plan), and the IDEX Corporation Retirement Plan, which is a defined benefit plan (Pension Plan). The former CEO, CFO and one NEOTwo NEOs have accrued benefits under the Pension Plan, but nonePlan. None of the NEOs actively accrued any benefits under the Pension Plan in 2011.2013.

Defined Contribution Plan

The Defined Contribution Plan is an ongoing tax-qualified “defined contribution” plan that provides an annual contribution based on a participant’s compensation for that year and a combination of the participant’s age and years of service as shown below:

 

Age + Years of Service

  

Company Contribution

Less than 40

  3.5% of Eligible Annual Compensation

40 but less than 55

  4.0% of Eligible Annual Compensation

55 but less than 70

  4.5% of Eligible Annual Compensation

70 or more

  5.0% of Eligible Annual Compensation

32


Under the Defined Contribution Plan, participants are entitled to receive the lump-sum value of their vested account at termination of employment subject to distribution rules under the law.

401(k) Plan

The 401(k) Plan is an on-going tax-qualified “401(k)” plan that provides a matching contribution based on the employee’s contribution up to 8% of eligible compensation. The maximum matching contribution by the Company is 4% of eligible compensation.

Pension Plan

During 2005, the Company redesigned its retirement plans to eliminate the Pension Plan for employees hired after 2004. Employees who participated in the Pension Plan as of December 31, 2005 who met certain age and service requirements were given the one-time opportunity to choose:

 

To stay in the Pension Plan with the then current match in the 401(k) Plan (maximum match of 2.8% of eligible pay); or

 

To begin participating in the Defined Contribution Plan as of January 1, 2006, with an enhanced match in the 401(k) Plan (maximum match of 4% of eligible pay). Employees who chose this option retain, by law, a frozen benefit in the Pension Plan as of December 31, 2005.

Mr.Messrs. Notaro and Salliotte chose to begin participation in the Defined Contribution Plan. HeEach has a frozen benefit under the Pension Plan as of December 31, 2005. The monthly accrued benefit for Mr.Messrs. Notaro and Salliotte under the Pension Plan upon retirement at age 65 will not change, although the present value of such benefit will change from year to year. Messrs. Silvernail, Mitts Hostetler and YatesBucklew never participated in the Pension Plan.

32


20112013 Grants of Plan-Based Awards

The following table provides information on plan-based awards for all NEOs for 2011.2013.

 

 Grant
Date
  Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)
 Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
 All Other
Stock
Awards:
Number of
Shares of
Stock(3)
  All Other
Option
Awards:
Number of
Securities
Underlying
Options
  Exercise or
Base

Price  of
Option
Awards
($ per

Share)(4)
  Grant Date
Fair
Value of
Stock and
Option
Awards
 

Name

 Grant
Date
  Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards(1)
 All Other
Stock
Awards:
Number of
Shares of
Stock(2)
  All Other
Option
Awards:
Number of
Securities
Underlying
Options(2)
  Exercise or
Base Price of
Option Awards
($ per Share)(3)
  Grant Date
Fair Value of
Stock and
Option
Awards
  Threshold Target Maximum Threshold Target Maximum 
 Threshold Target Maximum 

Andrew K. Silvernail

  02/22/2011   $0   $481,958    N/A    4,540    15,760   $40.89   $378,106    02/15/2013   $0   $870,000   $N/A    6,168    18,505    37,010    18,505    72,525   $50.45   $2,967,326  
  08/10/2011       43,441     34.53    1,500,018  

Heath A. Mitts

  02/22/2011    0    290,500    755,300    4,900    16,990    40.89    407,848    02/15/2013    0    345,000    690,000    1,520    4,560    9,120    4,560    17,875   $50.45   $731,252  
  02/22/2011       12,230    42,460    40.89    1,060,824  

Kevin G. Hostetler

  02/22/2011    0    290,500    N/A    4,540    15,760    40.89    378,106  

Frank J. Notaro

  02/22/2011    0    248,500    646,100    3,220    11,170    40.89    268,077    02/15/2013    0    310,500    N/A    867    2,600    5,200    2,600    10,190   $50.45   $416,918  
  02/22/2011       6,120    21,230    40.89    530,617  

Michael J. Yates

  02/22/2011    0    165,000    429,000    3,670    12,740    40.89    305,651  
  02/22/2011       6,120    21,230    40.89    530,617  

Lawrence D. Kingsley

  02/22/2011    0    880,000    N/A    30,600    106,200    40.89    2,548,180  

Jeffrey D. Bucklew

  02/15/2013    0    201,000    402,000    662    1,985    3,970    1,985    7,775   $50.45   $318,241  

Daniel J. Salliotte

  02/15/2013    0    186,550    373,100    607    1,820    3,640    1,820    7,125   $50.45   $291,740  

 

(1)For Mr.Messrs. Silvernail and Notaro, target amount reflects payment level under the Incentive Award Plan at blended 70%100% and 75% respectively, of base salary prior to his appointment as CEO, and 100% of base salary following his appointment as CEO. For Messrs. Hostetler and Kingsley target amount reflects payment levels under the Incentive Award Plan at 70% and 100%, respectively, of 2011 base salaries.salary. The Incentive Award Plan has no individual maximum payment amount. See Short-Term“Short-Term Incentives — Annual BonusBonus” under COMPENSATION“COMPENSATION DISCUSSION AND ANALYSIS. For NEOs other than Messrs. Silvernail Hostetler and Kingsley,Notaro, amounts reflect payment levels under the MICP based upon 20112013 salary levels, applicable Individual Target Bonuses,individual target bonuses, and a Business Performance Factor of 0% for threshold, 100% for target and 200% for maximum, and a Personal Performance Modifier of 0.75 for threshold, 1.00 for target, and 1.30 for maximum. The amounts actually paid to the NEOs are reflected in the Non-Equity Incentive Plan Compensation column in the 20112013 Summary Compensation Table.

 

(2)Reflects the range of the number of shares of Common Stock that could be issued pertaining to the performance stock units awarded in 2013 under the Incentive Award Plan. The August 10, 2011, 43,441 sharetarget number of performance stock units is used to determine the grant date fair value for this award.

33


(3)Reflects the number of restricted stock award to Mr. Silvernail, andshares awarded in 2013 under the February 22, 2011, 12,230, 6,120 and 6,120 share restricted stock awards, and 42,460, 21,230 and 21,230 share option awards, to Messrs. Mitts, Notaro and Yates, respectively, represent one-time promotion and retention awards.Incentive Award Plan.

 

(3)(4)Reflects closing price of the Company’s Common Stock on the grant date, which is the fair market value of the stock under the terms of the Incentive Award Plan.

Narrative to 20112013 Grants of Plan-Based Awards Table

Stock options awarded to the NEOs in 20112013 had the following characteristics:

 

All are nonqualified stock options;

 

All have an exercise price equal to the closing price of the Company’s stock on the grant date;

 

Except for promotion/retention awards to Messrs. Mitts, Notaro, and Yates which vest 50% in 2014 and 50% in 2015, allAll vest annually in equal amounts over a four-year period;

 

All vest upon retirement if retirement eligible (NEO is at least age 50, with a minimum of five years of IDEX service, and the NEO’s age plus years of service equals 70); and

 

All expire 10 years after the date of grant.

33


Restricted stock awards to the NEOs in 20112013 had the following characteristics:

 

All annual awards cliff-vest three years after the grant date;

 

All shares vest upon retirement if retirement eligible (NEO is at least age 50, with a minimum of five years of IDEX service, and the NEO’s age plus years of service equals 70); and

 

All shares receive dividendsdividend equivalent payments in the same amount as dividends paid on the Company’s Common Stock at the time such dividends are paid.

Performance stock units awarded to the NEOs in 2013 had the following characteristics:

All have a three-year performance period with vesting based on relative total shareholder return;

All shares vest upon retirement if retirement eligible (NEO is at least age 50, with a minimum of five years of service, and the NEO’s age plus years of service equals 70); but are paid out only based on actual achievement of the Company against the relative TSR goal determined as if the last day of the year in which the individual retires is the last day of the performance period; and

Cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period.

 

34


Outstanding Equity Awards at 20112013 Fiscal Year End

The following table provides information on all performance stock unit, restricted stock and stock option awards held by the NEOs and the value of those awards as of December 31, 2011.2013. All outstanding equity awards are in or exercisable for shares of the Company’s Common Stock.

 

  Option Awards  Stock Awards 
  Number of Securities Underlying
Unexercised Options
  Option
Exercise
Price
  Option
Expiration
Date
  Number of
Shares of
Stock that Have
Not Vested(2)
  Market Value of
Shares of
Stock that
Have Not
Vested(3)
 

Name

 Exercisable(1)  Unexercisable(1)     

Andrew K. Silvernail

  18,380    18,380   $25.14    01/05/2019    68,905   $2,557,065  
  8,720    8,720    19.98    02/24/2019    
  4,737    14,210    31.77    03/02/2020    
  6,318    18,955    31.77    03/02/2020    
  0    15,760    40.89    02/22/2021    

Heath A. Mitts

  30,000    0    29.89    09/19/2015    23,580    875,054  
  9,000    0    34.18    04/04/2016    
  9,750    0    34.03    04/03/2017    
  6,750    2,250    32.95    04/08/2018    
  22,050    22,050    19.98    02/24/2019    
  2,429    7,288    31.77    03/02/2020    
  3,033    9,100    31.77    03/02/2020    
  0    16,990    40.89    02/22/2021    
  0    42,460    40.89    02/22/2021    

Kevin G. Hostetler

  15,000    0    28.31    09/27/2015    15,520    575,947  
  9,000    0    34.18    04/04/2016    
  10,500    0    34.03    04/03/2017    
  15,000    0    38.40    09/25/2017    
  9,390    3,130    32.95    04/08/2018    
  14,360    28,720    19.98    02/24/2019    
  4,737    14,210    31.77    03/02/2020    
  6,318    18,955    31.77    03/02/2020    
  0    15,760    40.89    02/22/2021    

Frank J. Notaro

  27,750    0    18.22    03/23/2014    25,780    956,696  
  3,060    0    26.90    03/22/2015    
  12,375    0    34.18    04/04/2016    
  13,128    0    34.03    04/03/2017    
  19,710    19,710    19.98    02/24/2019    
  5,265    15,795    31.77    03/02/2020    
  0    11,170    40.89    02/22/2021    
  0    21,230    40.89    02/22/2021    

Michael J. Yates

  7,500    0    27.71    10/10/2015    15,450    573,350  
  9,000    0    34.18    04/04/2016    
  9,750    0    34.03    04/03/2017    
  6,390    2,130    32.95    04/08/2018    
  18,650    18,650    19.98    02/24/2019    
  2,237    6,710    31.77    03/02/2020    
  2,633    7,900    31.77    03/02/2020    
  0    12,740    40.89    02/22/2021    
  0    21,230    40.89    02/22/2021    

Lawrence D. Kingsley(4)

  105,060    0    34.18    03/30/2012    0    0  
  112,950    0    34.03    03/30/2012    
  91,668    0    32.95    03/30/2012    
  32,895    0    31.77    03/30/2012    

  Option Awards  Stock Awards 
  Number of Securities Underlying
Unexercised Options
  Option
Exercise
Price
  Option
Expiration
Date
  Number of
Shares of
Stock that
Have Not
Vested(2)
  Market
Value of
Shares of
Stock that
Have Not
Vested(3)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units  or
Other
Rights
That Have
Not
Vested(4)
  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested(4)
 

Name

 Exercisable(1)  Unexercisable(1)       

Andrew K. Silvernail

  33,165    11,055    31.77    03/02/2020    85,156   $6,288,771    36,640   $2,705,857  
  7,880    7,880    40.89    02/22/2021      
  17,880    53,640    42.86    02/21/2022      
  0    72,525    50.45    02/15/2023      

Heath A. Mitts

  9,750    0    34.03    04/03/2017    27,530    2,033,091    9,029   $666,777  
  9,000    0    32.95    04/08/2018      
  16,388    5,462    31.77    03/02/2020      
  8,495    8,495    40.89    02/22/2021      
  0    42,460    40.89    02/22/2021      
  5,587    16,763    42.86    02/21/2022      
  0    17,875    50.45    02/15/2023      

Frank J. Notaro

  15,795    5,265    31.77    03/02/2020    17,780    1,313,053    5,148   $380,180  
  5,585    5,585    40.89    02/22/2021      
  0    21,230    40.89    02/22/2021      
  5,587    16,763    42.86    02/21/2022      
  0    10,190    50.45    02/15/2023      

Jeffrey D. Bucklew

  0    8,250    40.79    03/05/2022    5,205    384,389    3,930   $290,253  
  0    7,775    50.45    02/15/2023      

Daniel J. Salliotte

  10,665    3,555    31.77    03/02/2020    7,700    568,645    3,604   $266,126  
  4,120    4,120    40.89    02/22/2021      
  3,352    10,058    42.86    02/21/2022      
  0    7,125    50.45    02/15/2023      

 

35


(1)All options expire on the 10th anniversary of the grant date. Except as provided in the following sentence, all options vest 25% per year on the anniversary of the grant date, and 100% upon a change in control.control of the Company. The February 22, 2011 promotion and retention option awards of 42,460 21,230 and 21,230 to Messrs. Mitts Notaro and Yates,Notaro, respectively, vest 50% on February 22, 2014 and 50% on February 22, 2015.

 

35


(2)The following table sets forth grant and vesting information for the outstanding restricted stock awards for all NEOs. All shares vest 100% upon a change in control.control of the Company.

 

  Grant
Date
   Number
of
Shares
   Market
Value Per
Share at
Grant
   Number of
Shares of
Stock that
Have Not
Vested
   Market Value
of Shares of
Stock that
Have Not
Vested
   

Vesting

   Grant
Date
   Number
of
Shares
   Market
Value Per
Share at
Grant
   Number of
Shares of
Stock that
Have Not
Vested
   Market Value
of Shares of
Stock that
Have Not
Vested
   

Vesting

 

Andrew K. Silvernail

   01/05/2009     9,944    $25.14     9,944    $369,022     100% vest on 01/05/2012     02/22/2011     4,540     40.89     4,540    $335,279     100% vest on 02/22/2014  
   02/24/2009     5,310     19.98     5,310     197,054     100% vest on 02/24/2012     08/10/2011     43,441     34.53     43,441     3,208,118     100% vest on 08/10/2014  
   03/02/2010     5,670     31.77     5,670     210,414     100% vest on 03/02/2013     02/21/2012     18,670     42.86     18,670     1,378,780     100% vest on 02/21/2015  
   02/22/2011     4,540     40.89     4,540     168,479     100% vest on 02/22/2014     02/15/2013     18,505     50.45     18,505     1,366,594     100% vest on 02/15/2016  
   08/10/2011     43,441     34.53     43,441     1,612,096     100% vest on 08/10/2014  

Heath A. Mitts

   02/24/2009     3,530     19.98     3,530     130,998     100% vest on 02/24/2012     02/22/2011     17,130     40.89     17,130     1,265,051     100% vest on 02/22/2014  
   03/02/2010     2,920     31.77     2,920     108,361     100% vest on 03/02/2013  
   02/22/2011     4,900     40.89     4,900     181,839     100% vest on 02/22/2014  
   02/22/2011     12,230     40.89     12,230     453,855     100% vest on 02/22/2014  

Kevin G. Hostetler

   02/24/2009     5,310     19.98     5,310     197,054     100% vest on 02/24/2012  
   03/02/2010     5,670     31.77     5,670     210,414     100% vest on 03/02/2013     02/21/2012     5,840     42.86     5,840     431,284     100% vest on 02/21/2015  
   02/22/2011     4,540     40.89     4,540     168,479     100% vest on 02/22/2014     02/15/2013     4,560     50.45     4,560     336,756     100% vest on 02/15/2016  

Frank J. Notaro

   02/24/2009     10,140     19.98     10,140     376,295     100% vest on 02/24/2012     02/22/2011     9,340     40.89     9,340     689,759     100% vest on 02/22/2014  
   03/02/2010     6,300     31.77     6,300     233,793     100% vest on 03/02/2013     02/21/2012     5,840     42.86     5,840     431,284     100% vest on 02/21/2015  
   02/22/2011     3,220     40.89     3,220     119,494     100% vest on 02/22/2014     02/15/2013     2,600     50.45     2,600     192,010     100% vest on 02/15/2016  

Jeffrey D. Bucklew

   03/05/2012     3,220     40.79     3,220     237,797     100% vest on 03/05/2015  
   02/22/2011     6,120     40.89     6,120     227,113     100% vest on 02/22/2014     02/15/2013     1,985     50.45     1,985     146,592     100% vest on 02/15/2016  

Michael J. Yates

   02/24/2009     2,980     19.98     2,980     110,588     100% vest on 02/24/2012  

Daniel J. Salliotte

   02/22/2011     2,380     40.89     2,380     175,763     100% vest on 02/22/2014  
   03/02/2010     2,680     31.77     2,680     99,455     100% vest on 03/02/2013     02/21/2012     3,500     42.86     3,500     258,475     100% vest on 02/21/2015  
   02/22/2011     3,670     40.89     3,670     136,194     100% vest on 02/22/2014     02/15/2013     1,820     50.45     1,820     134,407     100% vest on 02/15/2016  
   02/22/2011     6,120     40.89     6,120     227,113     100% vest on 02/22/2014  

 

(3)Determined based upon the closing price of the Company’s Common Stock on December 30, 2011.31, 2013.

 

(4)In connection with Mr. Kingsley’s resignation, all unexercisable awards at August 10, 2011 were forfeited pursuant toRepresents the termsnumber and value of performance stock units based on performance as of December 31, 2013. Actual number of shares delivered will be based on performance on December 31, 2015, the end of the awards.performance period.

36


20112013 Option Exercises and Stock Vested

The following table provides information on stock option exercises and stock vesting for all NEOs in 2011.2013.

 

   Option Awards   Stock Awards 

Name

  Number of Shares
Acquired

on Exercise
   Value
Realized Upon
Exercise(1)
   Number of Shares
Acquired on
Vesting
   Value
Realized Upon
Vesting(2)
 

Heath A. Mitts

       14,223    $630,808  

Kevin G. Hostetler

   14,360    $229,631     27,468     1,165,103  

Frank J. Notaro

   15,000     353,822     3,398     151,041  

Michael J. Yates

       12,073     535,499  

Lawrence D. Kingsley

   373,020     5,740,761     187,295     8,306,295  

Dominic A. Romeo

   147,020     1,718,290      
   Option Awards   Stock Awards 

Name

  Number of Shares
Acquired on
Exercise
   Value
Realized Upon
Exercise(1)
   Number of Shares
Acquired on
Vesting
   Value
Realized Upon
Vesting(2)
 

Andrew K. Silvernail

   54,200    $1,725,490     5,670    $287,923  

Heath A. Mitts

   83,100     2,788,388     2,920     148,278  

Frank J. Notaro

   67,983     1,986,120     6,300     319,914  

Jeffrey D. Bucklew

   2,750     40,934     0     0  

Daniel J. Salliotte

   75,880     2,504,868     4,250     215,815  

 

(1)Calculated as the difference between the closing price of the Company’s Common Stock on the date of exercise and the exercise price.

 

36


(2)Calculated based upon the closing price of the Company’s Common Stock on the vesting date. For Mr. Mitts,Silvernail, on April 3, 2011, 2,523March 2, 2013, 5,670 shares vested at a price of $44.45$50.78 per share; andshare. For Mr. Mitts, on April 8, 2011, 11,700March 2, 2013, 2,920 shares vested at a price of $44.33$50.78 per share. For Mr. Hostetler,Notaro, on April 3, 2011, 2,718March 2, 2013, 6,300 shares vested at a price of $44.45$50.78 per share;share. For Mr. Salliotte, on April 8, 2011, 20,750March 2, 2013, 4,250 shares vested at a price of $44.33 per share; and on September 25, 2011, 4,000 shares vested at a price of $31.11 per share. For Mr. Notaro, on April 3, 2011, 3,398 shares vested at a price of $44.45 per share. For Mr. Yates, on April 3, 2011, 2,523 shares vested at a price of $44.45 per share; and on April 8, 2011, 9,550 shares vested at a price of $44.33 per share. For Mr. Kingsley, on April 3, 2011, 29,228 shares vested at a price of $44.45 per share; and on April 8, 2011, 158,067 shares vested at a price of $44.33 per share.$50.78.

Pension Benefits at 20112013 Fiscal Year End

The following table provides information related to the potential pension benefits payable to each NEO determined as described in the footnotes below.

 

Name

  Plan Name   Number of
Years Credited
Service(1)
   Present Value
of Accumulated
Benefits(2)
   Plan Name   Number
of Years
Credited
Service(1)
   Present
Value of
Accumulated
Benefits(2)
 

Andrew K. Silvernail

   Pension Plan     N/A    $N/A     Pension Plan     N/A     N/A  
   SERP         SERP      

Heath A. Mitts

   Pension Plan     N/A     N/A     Pension Plan     N/A     N/A  
   SERP         SERP      

Kevin G. Hostetler

   Pension Plan     N/A     N/A  
   SERP      

Frank J. Notaro

   Pension Plan     7.75     183,286     Pension Plan     7.75    $194,586  
   SERP     7.75     104,812     SERP     7.75     101,323  

Michael J. Yates

   Pension Plan     N/A     N/A  

Jeffrey D. Bucklew

   Pension Plan     N/A     N/A  
   SERP         SERP      

Lawrence D. Kingsley

   Pension Plan     1.33     34,722  

Daniel J. Salliotte

   Pension Plan     1.17     27,738  
   SERP     1.33     80,866     SERP      

Dominic A. Romeo

   Pension Plan     1.92     56,665  
   SERP      

 

(1)Credited service is determined under the Pension Plan as of December 31, 2011.2013.

 

(2)The present value of accumulated benefits as of December 31, 20112013 is determined using an assumed retirement age of 65 and an assumed 100% lump-sum payment. For valuing lump sums, interest and mortality assumptions are as required by the Pension Protection Act of 2009 (PPA) for funding valuations. The interest and mortality assumptions are the PPA-required three-segment interest rates (for December 31, 2011,2013, interest rates of 1.99%1.19% for payments in the first five years, 4.47%4.53% for payments in the 6th through 20th years, and 5.26%5.66% for payments beyond 20 years), and the RP-2000 combined mortality tables as required by PPA. The discount rate used for determining present values was 4.50%4.70% for the Pension Plan and 3.40%4.10% for the SERP.

37


Narrative to Pension Benefits at 20112013 Fiscal Year End Table

Pension Plan

The Pension Plan is an on-going tax-qualified “career average” retirement plan that provides a level of benefit based on a participant’s compensation for a year with periodic updates to average compensation over a fixed five-year period. Under the Pension Plan, participants are entitled to receive an annual benefit on retirement equal to the sum of the benefit earned through 1995 using the five-year

37


average compensation of a participant through 1995, plus the benefit earned under the then current formula for each year of employment after 1995. For each year of participation through 1995, a participant earned a benefit equal to 1.25% of the first $16,800 of such average compensation through 1995, and 1.65% of such compensation in excess of $16,800. Beginning January 1, 1996, the benefit earned equals the sum of 1.6% of the first $16,800 of each year’s total compensation, and 2.0% for such compensation in excess of $16,800, for each full year of service credited after 1995. As required by law, compensation counted for purposes of determining this benefit is limited. The normal form of retirement benefit is payable in the form of a life annuity with five years of payments guaranteed. Other optional forms of payment are available.

Supplemental Executive Retirement and Deferred Compensation Plan

The Supplemental Executive Retirement and Deferred Compensation Plan (SERP) is an unfunded, nonqualified plan designed to provide supplemental executive retirement benefits to employees who participate or have participated in the Pension Plan, and deferred compensation benefits to certain officers and other key employees designated by the Compensation Committee (see Narrative“Narrative to the Nonqualified Deferred Compensation at 20112013 Fiscal Year End TableTable” below). The supplemental executive retirement portion of the SERP provides that if the employee participates or had participated in the Pension Plan, then the employee will receive an excess benefit (SERP Benefit) under a formula equivalent to the tax-qualified Pension Plan formula. SuchThis formula will only consider eligible compensation above the Internal Revenue Code limits and will restore any limits on the maximum amount of benefits that may be accrued under a qualified retirement plan. A SERP Benefit will only be accrued for the appropriate period of service during which the employee was an active participant in the Pension Plan. SERP Benefits are paid as an actuarially equivalent single lump-sum amount and are payable upon separation of service within the meaning of Internal Revenue Code Section 409A; however, no benefits are payable prior to the date that is six months after the date of separation of service, or the employee’s date of death, if earlier.

Nonqualified Deferred Compensation at 20112013 Fiscal Year End

The following table provides information related to the benefits payable to each NEO under the defined contribution portion of the SERP, which is the Company’s only defined contribution nonqualified deferred compensation plan:

 

Name

  Executive
Contributions
in Last Fiscal
Year
   Registrant
Contributions
in Last Fiscal
Year(1)(2)
   Aggregate
Earnings in
Last Fiscal
Year
 Aggregate
Withdrawls /
Distributions
   Aggregate
Balance at Last
Fiscal Year
End(3)
   Executive
Contributions
in Last Fiscal
Year(1)
  Registrant
Contributions
in Last Fiscal
Year(2)
   Aggregate
Earnings in
Last Fiscal
Year
   Aggregate
Withdrawls /
Distributions
  Aggregate
Balance at Last
Fiscal Year
End(3)
 

Andrew K. Silvernail

  $0    $87,727    $3,560   $0    $126,395      $143,308    $77,867      $490,387  

Heath A. Mitts

   0     49,054     3,805    0     119,276       58,372     6,407       258,475  

Kevin G. Hostetler

   0     63,288     (2,035  0     155,820  

Frank J. Notaro

   0     63,538     6,831    0     198,668       53,152     8,453       328,994  

Michael J. Yates

   0     37,089     2,525    0     80,640  

Lawrence D. Kingsley

   0     225,013     22,143    0     907,749  

Dominic A. Romeo

   0     48,620     5,739    266,057     0  

Jeffrey D. Bucklew

     35,305     789       47,915  

Daniel J. Salliotte

     26,289     18,975       171,595  

 

(1)None of the NEOs contributed to the Officers Deferred Compensation PlanSERP in 2011.2013.

 

(2)Amounts are reflected in All“All Other CompensationCompensation” column of the Summary Compensation TableTable.

 

(3)The following amounts have been previously reported as All“All Other CompensationCompensation” in the Summary Compensation Table for prior years: Silvernail — $25,820; Hostetler$250,632; Mitts$26,674;$119,798; Notaro — $110,488;$236,718 and KingsleySalliotte$569,420.$34,350.

 

38


Narrative to the Nonqualified Deferred Compensation at 20112013 Fiscal Year End Table

Supplemental Executive Retirement and Deferred Compensation Plan

The defined contribution portion of the SERP is designed to provide deferred compensation for certain officers and other key employees designated by the Compensation Committee. Under the defined contribution portion of the SERP, eligible employees may defer until a future date payment all or any portion of their annual salary or bonus. Deferral elections may be made annually. These amounts are fully vested. The Company also contributes to an eligible employee’s account additional amounts, as described below that are fully vested after the employee has completed three years of service.

The Company contributes an amount equal to 4% of the eligible employee’s compensation up to the IRS limit on compensation reduced by the amount of any Company matching contribution that is made to the 401(k) Plan. Additionally, the Company makes annual contributions to the accounts of eligible employees who are not actively accruing benefits under the Pension Plan. The contribution is based on the employee’s compensation above the IRS limit on compensation in the Defined Contribution Plan, and is determined based on the following table:

 

Sum of Participant’s

Age Plus Years of Service

  Contribution
Percentage
 

Less than 40

   7.5  

40 but less than 55

   8.0  

55 but less than 70

   8.5  

70 or more

   9.0  

Certain eligible employees designated by the Compensation Committee including the NEOs also will receive an additional contribution equal to 2% of the employee’s compensation.

All amounts deferred are recorded in a memorandum account for each employee and are credited or debited with earnings or losses as if such amounts had been invested in either an interest-bearing account or receive an investment return as if the funds were invested in certain mutual funds, as selected by the employee. The deferred compensation credited to the interest-bearing account is adjusted on at least a quarterly basis with hypothetical earnings equal to the lesser of the Barclays Capital Long Term Bond AAA — Corporate Bond Index as of the first business day in November of the calendar year preceding the year for which the earnings are to be credited or 120% of the long-term applicable Federal rate (AFR) as of the first business day in November. The memorandum accounts are not funded, and the right to receive future payments of amounts recorded in these accounts is an unsecured claim against the Company’s general assets.

The deferred compensation account amounts are payable upon separation of service within the meaning of Internal Revenue Code Section 409A; however, no benefits are payable prior to the date that is six months after the date of separation of service, or the date of death of the employee, if earlier. Account balances will be paid either in a single lump sum or in up to ten substantially equal annual installments, as elected by the employee at the time they first become eligible for the Deferred Compensation Plan. Prior to separation from service, amounts may be paid only on the occurrence of an unforeseeable emergency, within the meaning of Internal Revenue Code Section 409A. On the happening of a change of control event within the meaning of Internal Revenue Code Section 409A, all amounts become vested and are distributed at that time in a single lump-sum payment.

Potential Payments upon Termination or Change in Control

The Company entered into an employment agreement with Mr. Silvernail on November 1, 2011 in connection with his promotion to President and Chief Executive Officer.8, 2013. The employment agreement provides for an initiala term of two years.years and is substantially similar to Mr. Silvernail’s initial two-year employment agreement. If Mr. Silvernail’s employment is terminated by

39


the Company other than for cause, he will receive continuing salary payments and health benefits for 24 months, a

39


bonus equal to a pro-rata portion of 100% of his base salary (based on the portion of the year he was employed), and a payment equal to 200% of his base salary payable over 24 months commencing six months60 days after his termination. If Mr. Silvernail’s employment is terminated because of disability, he will receive a bonus payment equal to a pro-rata portion of 100% of his base salary (based on the portion of the year he was employed). Additionally, if Mr. Silvernail should die during the term of the agreement, Mr. Silvernail’s spouse or estate will receive a bonus payment equal to a pro-rata portion of 100% of his base salary (based on the portion of the year he was employed). If his employment is terminated without cause or he terminates for certain specified reasons following a change in control, Mr. Silvernail will receive his full salary and health insurance for a period of 36 months following termination, a pro-rata portion of his bonus for the year of his termination, and a payment equal to 300% of his base salary, payable over 36 months all commencing six months after his termination.

The Company has entered into letter agreements with Messrs. Mitts, Bucklew and YatesSalliotte providing for (a) two years of salary and target MICP bonus in the event of termination without cause within two years following a change in control, and (b) one year of salary and target MICP bonus in the event of termination without cause other than in connection with a change in control. The Company had entered into a letter agreement with Mr. Hostetler providing similar benefits, but such benefits were replaced by those provided to Mr. Hostetler in connection with his resignation as an officer on February 14, 2012.

The Company has entered into a letter agreement with Mr. Notaro providing for (a) three years of salary and bonus and two years of fringe benefits in the event he is terminated without cause within two years following a change in control, and (b) one year of salary and target MICP bonus if he is terminated without cause other than in connection with a change in control.

The following table sets forth the amount each NEO would receive as severance or as a result of accelerated vesting if his employment was terminated without cause or for good reason, in connection with or absent a change in control using the following assumptions:

 

Termination of employment on December 31, 2011.2013.

 

Acceleration of vesting in options and restricted stock, and exercise of all accelerated vested options based on the closing market price of $37.11$73.85 per share of the Company’s Common Stock on December 30, 2011.31, 2013.

 

Accelerated vesting of benefits under the Deferred Compensation Plan, paid in a lump sum.

 

Name

  Involuntary
Termination Not for
Cause/Good
Reason
   Termination in
Connection with
Change in
Control
 

Andrew K. Silvernail

  $6,883,408    $8,398,338  

Heath A. Mitts

   705,500     2,760,640  

Kevin G. Hostetler

   705,500     2,669,043  

Frank J. Notaro

   603,500     3,553,121  

Michael J. Yates

   465,000     1,909,702  

Messrs. Kingsley and Romeo terminated their employment in 2011, and the amounts they received upon their termination are described above under Compensation Discussion and Analysis — Leadership Transition. Mr. Hostetler resigned as an officer on February 14, 2012.

Name

  Involuntary
Termination Not for
Cause/Good
Reason
   Termination in
Connection with
Change in
Control
 

Andrew K. Silvernail

  $13,888,509    $17,029,288  

Heath A. Mitts

   805,000     6,830,983  

Frank J. Notaro

   724,500     5,638,401  

Jeffrey D. Bucklew

   536,000     2,059,428  

Daniel J. Salliotte

   473,550     2,415,584  

 

40


PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are soliciting a non-binding advisory vote on the compensation of the Company’s NEOs, as described in the Compensation Discussion and Analysis section, the compensation tables, and the accompanying narrative disclosure set forth in this proxy statement.Proxy Statement.

The Company maintains a balanced approach to executive compensation with a mix of both cash and non-cash awards and short and long-term incentives, with total direct compensation targeted within a range of +/- 20% of 50th percentile of the market. In this way, the Company motivates and rewards both vital short term performance and long-term value creation. The Board of Directors strongly endorses the Company’s executive compensation program and recommends that the stockholders vote in favor of the following resolution:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this proxy statementProxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion contained in this proxy statement.Proxy Statement.

Because the vote is advisory, it will not be binding uponon the Company. TheHowever, the Compensation Committee will carefully consider the outcome of the vote in determining future compensation policies and decisions.

The Board of Directors Recommends a Vote FOR the approval of the Company’s executive compensation.

 

41


AUDIT COMMITTEE REPORT

For the year ended December 31, 2011,2013, the Audit Committee has reviewed and discussed the audited financial statements with management and the Company’s independent registered public accounting firm, Deloitte & Touche LLP. The Committee discussed with Deloitte & Touche LLP the matters required to be discussed by the Statement ofon Auditing Standards No. 61, as amended (Codification of Statements of Auditing(AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, and reviewed the results of the independent registered public accounting firm’s examination of the financial statements.

The Committee also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, discussed with the auditors their independence, and satisfied itself as to the auditors’ independence.

Based on the above reviews and discussions, the Audit Committee recommends to the Board of Directors that the financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 2011,2013, for filing with the Securities and Exchange Commission.SEC.

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings made by the Company under those statutes, in whole or in part, this report shall not be deemed to be incorporated by reference into any such filings, nor will this report be incorporated by reference into any future filings made by the Company under those statutes.

Ernest J. Mrozek, Chairman

William M. Cook Chairman

Ruby R. Chandy

Ernest J. MrozekDavid C. Parry

Livingston L. Satterthwaite

 

42


PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed to the Company for each of the last two fiscal years for professional services rendered by the Company’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Entities), are set forth in the table below. All such fees were pre-approved by the Audit Committee in accordance with the pre-approval policy discussed below.

 

  2011   2010   2013   2012 

Audit fees(1)

  $3,278,000    $3,024,000    $2,861,000    $3,019,000  

Audit-related fees(2)

   720,000     755,000     0     192,000  

Tax fees(3)

   352,000     201,000     770,000     620,000  

All other fees(4)

   0     0     0     0  
  

 

   

 

   

 

   

 

 

Total

  $4,350,000    $3,980,000    $3,631,000    $3,831,000  
  

 

   

 

   

 

   

 

 

 

(1)Audit fees represent the aggregate fees billed for the audit of the Company’s financial statements, review of the financial statements included in the Company’s quarterly reports, and services in connection with statutory and regulatory filings or engagements.

 

(2)Audit-related fees represent the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under Audit fees.

 

(3)Tax fees represent the aggregate fees billed for professional services for tax compliance, tax advice and tax planning.

 

(4)All other fees represent the aggregate fees billed for products and services that are not included in the Auditaudit fees, Audit-relatedaudit-related fees, and Taxtax fees. The Audit Committee has determined that the provision of these services is not incompatible with maintaining the Deloitte Entities’ independence.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires the pre-approval of audit and non-audit services rendered by the Deloitte Entities. For audit services, the accounting firm provides the Audit Committee with an audit services plan during the second quarter of each fiscal year outlining the scope of the audit services proposed to be performed for the fiscal year and the associated fees. This audit services plan must be formally accepted by the Audit Committee. For non-audit services, management submits to the Audit Committee for approval during the second quarter of each fiscal year and from time-to-time during the fiscal year a list of non-audit services that it recommends the Audit Committee engage the accounting firm to provide for the current year, along with the associated fees. Company management and the accounting firm each confirm to the Audit Committee that any non-audit service on the list is permissible under all applicable legal requirements. The Audit Committee approves both the list of permissible non-audit services and the budget for such services. The Audit Committee delegates to its Chairman the authority to amend or modify the list of approved permissible non-audit services and fees. The Chairman reports any such actions taken to the Audit Committee at a subsequent Audit Committee meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers, directors and persons who own more than 10% of the Company’s Common Stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission and the New York Stock Exchange.SEC. Officers, directors and greater than 10% stockholders are required by Securities and Exchange CommissionSEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Based solely on its review of the copies of the forms it received, or written representations from reporting persons, the Company believes that all filing requirements applicable to its officers, directors and greater than 10% stockholders were met during the year ended December 31, 2011.2013.

 

43


PROPOSAL 3 — APPROVAL OF AUDITORS

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012.2014. Representatives of Deloitte & Touche LLP will attend the Annual Meeting of Stockholders and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

Although the rules of the U.S. Securities and Exchange Commission and the corporate governance listing standards of the New York Stock Exchange require that the Audit Committee be directly responsible for selecting and retaining the independent registered public accounting firm, we are providing shareholders with the opportunity to express their views on this issue. While this vote cannot be binding, if the shareholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will take the vote into account in making future appointments.

The Company’s Board of Directors Recommends a Vote FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012.2014.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

FOR 20132015 ANNUAL MEETING

A stockholder desiring to submit a proposal for inclusion in the Company’s Proxy Statement for the 20132015 Annual Meeting must deliver the proposal so that it is received by the Company no later than November 8, 2012.5, 2014. The Company requests that all such proposals be addressed to Frank J. Notaro, Vice President - General Counsel and Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045, and mailed by certified mail, return receipt requested. In addition, the Company’s By-laws which were amended on November 7, 2011, require that any stockholder desiring to nominate a director for election or propose other business for consideration at the 20132015 Annual Meeting must provide written notice. The amendment to the By-laws expands the disclosure stockholders must provide when submitting nomination, requires updates to such disclosure prior to the meeting and moves the time frame to provide such notice. Such notice shallmust contain the information required by the By-laws and shallmust be received by the Secretary not less than 90 nor more than 120 days before the first anniversary of the preceding year’s annual meeting. To be timely for the 20132015 Annual Meeting, any such notice must be received by the Secretary, at the address above, on any date beginning on December 11, 2012,10, 2014, and ending on January 10, 2013.9, 2015.

OTHER BUSINESS

The Board of Directors does not know of any business to be brought before the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if any other matters are properly presented for action, it is the intention of each person named in the accompanying proxy to vote said proxy in accordance with his judgment on suchthose matters.

By Order of the Board of Directors,

 

LOGO

FRANK J. NOTARO

Vice President - General Counsel

and Secretary

March 7, 20125, 2014

Lake Forest, Illinois

A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011,2013, including the financial statement schedules, as filed with the Securities and Exchange Commission, may be obtained by stockholders without charge by sending a written request to Heath A. Mitts, Chief Financial Officer, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045.

 

44


LOGO

IDEX CORPORATION

1925 W. FIELD CT, SUITE 200

LAKE FOREST, IL 60045

VOTE BY INTERNET -www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

LOGO

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site IDEX CORPORATION and follow the instructions to obtain your records and to create an electronic 1925 W. FIELD CT, SUITE 200 voting instruction form. LAKE FOREST, IL 60045 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

M40913-P19223 M66345-P47226 KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. IDEX CORPORATION THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3. For Withhold For All To withhold authority to vote for any individual All All Except nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below. Vote on Directors 1. To elect three directors for a term of three years ! ! ! Nominees: 01) BRADLEY J. BELL 02) GREGORY F. MILZCIK 03) ANDREW K. SILVERNAIL Vote on Proposals For Against Abstain 2. To vote on a non-binding resolution to approve the compensation of the Company’s named executive officers. 3. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2014. 4. To transact such other business as may properly come before the meeting. For address changes and/or comments, please check this box and write them ! on the back where indicated. Yes No Please indicate if you plan to attend this meeting. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signed as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

DETACH AND RETURN THIS PORTION ONLY

IDEX CORPORATION

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

For

All

Withhold

All

For All

Except

To withhold authority to vote for any individual

nominee(s), mark “For All Except” and write the

name(s) of the nominee(s) on the line below.

Vote on Directors

1.

To elect two directors for a term of three years

¨¨¨

Nominees:

01) WILLIAM M. COOK

02) MICHAEL T. TOKARZ

Vote on Proposals

ForAgainstAbstain

2.

To vote on a non-binding resolution to approve the compensation of the Company’s named executive officers.

¨¨¨

3.

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2012.

¨¨¨

4.

To transact such other business as may properly come before the meeting.

For address changes and/or comments, please check this box and write them on the back where indicated.

¨

YesNo

Please indicate if you plan to attend this meeting.

¨¨

Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signed as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)                                 

Date


LOGO

IDEX CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 10, 2012

8, 2014 The Annual Meeting of Stockholders of IDEX Corporation (the “Company”) will be held on Tuesday, April 10, 2012,8, 2014, at 9:00 a.m. Central Time, at the Lake Forest Graduate School of Business, 1905 West Field Court, Lake Forest,The Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60045,60090, for the purposes listed on the reverse side.

The Board of Directors fixed the close of business on February 17, 2012,14, 2014, as the record date for the determination of stockholdersStockholders entitled to notice of, and to vote at, the Annual Meeting.

YOUR VOTE IS IMPORTANT

Regardless of whether you plan to attend the Annual Meeting of Stockholders, you can be sure these shares are represented at the meeting by promptly returning your proxy in the enclosed envelope.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Combined Document are available at www.proxyvote.com.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Combined Document are available at www.proxyvote.com. Proxy card must be signed and dated on the reverse side.

ê Please fold and detach card at perforation before mailing. êM66346-P47226 IDEX CORPORATION 1925 West Field Court, Suite 200 Lake Forest, Illinois 60045-4824 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints ERNEST J. MROZEK, MICHAEL T. TOKARZ, AND FRANK J. NOTARO, and each of them, as Proxies, with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of common stock of IDEX Corporation held of record by the undersigned on February 14, 2014, at the Annual Meeting of Stockholders to be held on April 8, 2014, at 9:00 a.m. Central Time, at The Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling, Illinois 60090, or at any adjournment thereof. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side

M40914-P19223             

IDEX CORPORATION

1925 West Field Court, Suite 200

Lake Forest, Illinois 60045-4824

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Bradley J. Bell, Frank J. Notaro, and Andrew K. Silvernail, and each of them, as Proxies, with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of common stock of IDEX Corporation held of record by the undersigned on February 17, 2012, at the Annual Meeting of stockholders to be held on April 10, 2012, at 9:00 a.m. Central Time, at the Lake Forest Graduate School of Business, 1905 West Field Court, Lake Forest, Illinois 60045, or at any adjournment thereof.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on reverse side