UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

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  ☒ Definitive Proxy Statement
  ☐ Definitive Additional Materials
  ☐ Soliciting Material Pursuant 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)

 

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LOGO

1925 West Field Court, Suite 200

Lake Forest, IL 60045

March 17, 201722, 2019

Dear Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of IDEX Corporation (the Company), which will be held on Wednesday, April 26, 2017,Friday, May 10, 2019, at 9:00 a.m. Central Time, at the Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling,DoubleTree Hotel, 5460 N. River Road, Rosemont, Illinois 60090.60018.

The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the 20172019 Annual Meeting, including the nominees for election as directors.

ThisAs we did last year, in accordance with the Securities and Exchange Commission’s rules for the electronic distribution of proxy materials, we have elected to provide access to our proxy materials and 20162018 Annual Report on the Internet instead ofand are mailing a full set of printed proxy materials. We believe that this process will provide you with prompt accesspaper copies to our proxy materials, lower our costs of printing and delivering proxy materials, and minimize the environmental impact of printing paper copies. You shouldstockholders who have already received the Notice of Internet Availability of Proxy Materials with instructions on how to access the proxy materials and vote. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials set forth on the Notice of Internet Availability of Proxy Materials.requested them. For further details, please refer to the section entitled Summary beginning on page 1 of the proxy statement.

Whether or not you plan to attend the 20172019 Annual Meeting, it is important that your shares be represented. Please vote via telephone, the Internet or proxy card. If you own shares through a bank, broker or other nominee, please execute your vote by following the instructions provided by such nominee.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the Company.

Sincerely,

 

 

LOGO

ANDREW K. SILVERNAIL

Chairman of the Board, President and

Chief Executive Officer

LOGO

NOTICE OF 20172019 ANNUAL MEETING OF STOCKHOLDERS

 

Date and Time 

Wednesday,April 26, 2017Friday, May 10, 2019 at 9:00 a.m. Central Time

 

Place 

Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling,DoubleTree Hotel, 5460 N. River Road, Rosemont, Illinois 6009060018

 

Agenda 

1.   Election of twothree members of the IDEX Board of Directors, each for a term of three years

 

 

2.   Advisory vote to approve named executive officer compensation

 

 

3.   Advisory vote to approve the frequency (whether annual, biennial or triennial) with which stockholders of IDEX shall be entitled to have an advisory vote to approve named executive officer compensation

4.     Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 20172019

 

 

5.4.   To transact such other business as may properly come before the 20172019 Annual Meeting or any adjournment or postponement thereof

 

Voting Recommendations 

The Company’s Board of Directors recommends that you vote:

 

 

1.   “FOR” all the director nominees

 

 

2.   “FOR” the approval of the compensation of our named executive officers

 

 

3.     “FOR” the approval to conduct an advisory vote on executive compensation every year

4.   “FOR” the ratification of the appointment of Deloitte & Touche LLP

 

Proxy Voting 

Your vote is important. You can vote your shares by Internet, by telephone, or by mail. Instructions for each of these methods and the control number that you will need are provided on the proxy card. If your shares are held in “street name” in a stock brokerage account, or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the 20172019 Annual Meeting.

 

March 17, 201722, 2019 

By Order of the Board of Directors

 

LOGO

 

DENISE R. CADE

Senior Vice President, General Counsel and

Corporate Secretary

 

 

Important Notice Regarding the Availability of Proxy Materials for the 20172019 Annual Meeting

The Proxy Statement and 20162018 Annual Report are available online at:

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

 

TABLE OF CONTENTS

 

   Page

SUMMARY

   1 

PROPOSAL 1 — ELECTION OF DIRECTORS

   5 

CORPORATE GOVERNANCE

   1112 

Framework for Corporate Governance

   1112 

Corporate Governance Guidelines and Code of Business Conduct and Ethics

   1112 

Director Independence

   1112 

Director Nominations

   1112 

Board Leadership

   1213 

Board’s Role in Risk Oversight

   1314 

Executive OfficersBoard and Committee Assessment Process

   1314

Board’s Engagement with Management

14

Board’s Role in Talent Development and Strategic Planning

14

Director Onboarding and Education

15

Investor Outreach

15

Corporate Social Responsibility

15 

Communications with Our Board

   1315 

BOARD COMMITTEES

   1315 

Audit Committee

   1416 

Compensation Committee

   1517 

Nominating and Corporate Governance Committee

   1618 

COMPENSATION OF DIRECTORS

   1619 

Equity Grants

   1719 

Directors Deferred Compensation Plan

   1720 

Stock Ownership GuidelinesGuideline

   1820 

20162018 Director Compensation

   1821 

Directors’ Outstanding Equity Awards at 20162018 Fiscal Year End

   1922 

SECURITY OWNERSHIP

   2023 

EXECUTIVE COMPENSATION

   23

Risk Assessment

23

Compensation Committee Report

2325 

Compensation Discussion and Analysis

   2325

2018 Executive Compensation Program

30 

Setting Executive Compensation

   27

Compensation Philosophy and Objectives

30

2016 Executive Compensation Program

3134 

Other Compensation Components

   3536 

Other Executive Compensation Matters

   3637 

2016 Summary Compensation TableRisk Assessment

   3839 

Narrative toCompensation Committee Report

39

2018 Summary Compensation Table

   40 

2016 Grants of Plan-Based Awards

42

Narrative to 2016 Grants of Plan-Based Awards2018 Summary Compensation Table

   42 

2018 Grants of Plan-Based Awards

43

Narrative to 2018 Grants of Plan-Based Awards Table

43

Outstanding Equity Awards at 20162018 Fiscal Year End

   4445 

20162018 Option Exercises and Stock Vested

46

Pension Benefits at 2016 Fiscal Year End

46

Narrative to Pension Benefits at 2016 Fiscal Year End Table

   47 

Nonqualified Deferred Compensation at 20162018 Fiscal Year End

   47 

Narrative to Nonqualified Deferred Compensation at 20162018 Fiscal Year End Table

   48 

Potential Payments upon Termination or Change in Control

   48 

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATIONCEO and Median Employee Pay Ratio

   54 

PROPOSAL 32 — ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION

   55 

AUDIT COMMITTEE REPORT

   56 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

   57 

Pre-Approval Policies and Procedures

   57 

PROPOSAL 43 — APPROVAL OF AUDITORS

   58 

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   59 

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 20182020 ANNUAL MEETING OF STOCKHOLDERS

   59 

OTHER BUSINESS

   59 

 

i

LOGO

SUMMARY

IDEX Corporation (the Company or IDEX) has prepared this Proxy Statementproxy statement (Proxy Statement) in connection with the solicitation by the Company’s Board of Directors (the Board) of proxies for the Annual Meeting of Stockholders to be held on Wednesday, April 26, 2017,Friday, May 10, 2019, at 9:00 a.m. Central Time, at the Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling,DoubleTree Hotel, 5460 N. River Road, Rosemont, Illinois 6009060018 (the Annual Meeting). The Company commenced distribution of, or otherwise made available, this Proxy Statement and the accompanying materials on March 17, 2017.22, 2019.

Who is entitled to vote at the Annual Meeting?

You are entitled to vote if you owned shares of IDEX’s Common Stockcommon stock, par value $0.01 per share (Common Stock) as of the close of business on March 1, 2017,15, 2019, the record date of the Annual Meeting. On the record date, a total of 76,326,26175,793,975 shares of IDEX Common Stock were outstanding. Each share of Common Stock entitles its holder of record to one vote on each matter upon which votes are taken at the Annual Meeting. There is no cumulative voting. No other securities are entitled to be voted at the Annual Meeting.

How do I vote?

Even if you plan to attend the Annual Meeting in person, we encourage you to vote as soon as possible, using one of the methods listed below.

 

By Internet

 

By Telephone

 

By Mail

 

In Person

www.proxyvote.com

Open until 11:59 p.m. Eastern Time the day before the meeting date.

Have your proxy card in hand when you access the website and follow the instructions.

 

1-800-690-6903

Open until 11:59 p.m. Eastern Time the day before the meeting date.

Have your proxy card in hand when you call and follow the instructions.

 

Mark, sign and date

your proxy card and

return it in the postage-paid envelope or return it toVote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

 

If you decide to attend

the Annual Meeting,

you will be able to vote

in person, even if you

have previously voted

by Internet, telephone or mail.

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 Annual Meeting, your shares will be voted in accordance with your voting instructions.

If your shares are held in “street name” (that is, they are held in the name of a broker, financial institution or other nominee), you will receive instructions with your materials that you must follow in order to have your shares voted. Please review your voting instruction form to determine whether you will be able to vote via theby telephone or over the Internet.



What is a quorum for the Annual Meeting?

A quorum of stockholders is necessary to take action at the Annual Meeting. A majority of outstanding shares of Common Stock present in person or represented by proxy will constitute a quorum. The Company will appoint election inspectors to determine whether or not a quorum is present, and to tabulate votes cast by proxy or in person. Under certain circumstances, a broker or other nominee may have discretionary authority to vote 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 brokernon-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.

What are the voting requirements?

 

Proposal Vote Required Effect of Broker
Non-Votes		 Effect of Abstentions

Election of Directors

 “Plurality Plus” Standard No effect No effect

Advisory Vote on Executive

Compensation

 The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter No effect “Against”
Advisory Vote on Frequency of Advisory Votes on Executive Compensation The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter No effect“Against”
Ratification of Auditors The affirmative vote of a majority of shares present in person or represented by proxy and entitled to vote on the matter No effect “Against”

What is the “Plurality Plus” Standard?

The Company’s Corporate Governance Guidelines provide for a Plurality Plus Standard with respect to the election of directors. Any 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.



How does the Company’s Board of Directors recommend that I vote?

The Company’s Board of Directors recommends that you vote:

1. FOR the election of the Company’s nominees as directors.

2. FOR the approval of the compensation of the Company’s named executive officers.

3. FOR the approval to conduct an advisory vote on executive compensation every year.

4. FOR approval of the ratification of the appointment of auditors.

What happens if I do not specify a choice for a matter when returning my proxy card?

If you sign and return your proxy card but do not give voting instructions, your shares will be voted as recommended by the Company’s Board, of Directors, and in the discretion of the proxy holders as to any other business which may properly come before the Annual Meeting.

What can I do if I change my mind after I vote my shares?

You can revoke a proxy prior to the completion of voting at the Annual Meeting by:

1. Mailing a new proxy card with a later date.

1.

Mailing a new proxy card with a later date.

2.

Casting a new vote on the Internet or by telephone.

3.

Sending a written notice of revocation addressed to Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045.

4.

2. Casting a new vote on the Internet or by telephone.

3. Sending a written notice of revocation addressed to Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045.

4. Voting in person at the Annual Meeting.

If your shares are held in “street name,” please contact your broker, financial institution or other nominee and comply with the broker’s, financial institution’s or othersuch nominee’s procedures if you want to change or revoke your previous voting instructions.

Who will solicit the proxies and who will pay the cost of this proxy solicitation?

The Company will bear the costs of preparing and mailing this Proxy Statement and other costs of the proxy solicitation made by the Board of Directors.Board. 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’Board’s recommendations, but no additional remuneration will be paid by the Company for the solicitation of those proxies. TheseAny such 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 its Common Stock for the forwarding ofto forward proxy solicitation materials to the beneficial owners of that stock.such Common Stock. The Company will reimburse those brokerage firms and others for their reasonableout-of-pocket expenses in connection with this work.

In addition, the Company has engaged Morrow Sodali LLC, 470 West Avenue, Stamford, Connecticut, to assist in proxy solicitation and collection at a cost of $6,500, plusout-of-pocket expenses.



Why did I receive a “Notice of Internet Availability of Proxy Materials” but no proxy materials?

As permitted under rules of the Securities and Exchange Commission (SEC), we are making this Proxy Statementour proxy materials available to stockholders electronically via the Internet. We believe electronic delivery expedites receipt of our proxy materials by stockholders, while lowering the costs and reducing the environmental impact of the Annual Meeting.

If you receive a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials by mail unless you specifically request them. Instead, the Notice of Internet Availability will provide instructions as to how you may review the proxy materials and submit your voting instructions over the Internet.

If you receive the noticeNotice of Internet Availability by mail and would like to receive a printed copy of the proxy materials, you should follow the instructions in the Notice of Internet Availabilitynotice for requesting a printed copy. In addition, the proxy card contains instructions for electing to receive proxy materials over the Internet or by mail in future years.



PROPOSALS TO BE VOTED ON AT THE 20172019 ANNUAL MEETING

PROPOSAL 1 — ELECTION OF DIRECTORS

The Company’s Restated Certificate of Incorporation, as amended, provides for a three-class Board of Directors, 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 I directors whose terms will expire at this year’sthe Annual Meeting to be held in 2020, and three of whom are Class II directors whose terms will expire at the Annual Meeting to be held in 2018, and three of whom are Class III directors whose terms will expire at the Annual Meeting to be held in 2019.2021.

 

      
 

Overview of IDEX Board of Directors

 

     
 

 

Our Directors ExhibitExhibit::

 

High integrity

 

Loyalty to the Company and commitment to its success

 

Proven record of success

 

Knowledge of corporate governance and practices

 

Our Directors Bring to the Boardroom:

 

High level of leadership experience

 

   

 

Board Composition

 

Independent Directors: 8 of 9

 

Public Company Board Experience: 6 of 9

CEO Experience: 5 of 9

Average IDEX Board Tenure: 5.46.1 years

 

NumberAverage Age: 58

Diversity of Directors Currently Serving on

More Than Two Boards: 1

gender, race or ethnicity: 2 of 9

  

 

 

Specialized industry expertise

 

Financial expertise

 

Extensive knowledge of the Company

     
      
      

Set forth below is a summary of the Board’s collective qualifications, experiences and backgrounds.

LOGO

Senior Leadership Experience Current or Former CEO Other Public Company Board Experience Broad International Experience Extensive M&A Experience Extensive Knowledge of IDEX's Business and Industry High Level of Financial Literacy Number of Directors 0 1 2 3 4 5 6 7 8

The Board of Directors has nominated twothree individuals for election as Class IIII directors to serve for a three-year term expiring at the Annual Meeting to be held in 2020,2022, or upon the election and qualification of their successors. The nominees of the Board of Directors are Andrew K. SilvernailErnest J. Mrozek, Livingston L. Satterthwaite and Katrina L. Helmkamp,David C. Parry, each of whom is currently serving as a director of the Company. Gregory F. Milzcik, the other current Class I director, has announced his retirement from the Board effective immediately following this year’s Annual Meeting, and thus is not standing for re-election.

The nominees and the directors serving in Class III and Class IIIII whose terms expire in future years and who will 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 leadled to the conclusion they should serve as a director.directors. If for any reason any of the nominees are unavailable to serve, proxies solicited hereby may be voted for a substitute. The Board, of Directors, however, expects the nominees to be available.

  

 

Our Board of Directors recommends that you vote

FOR the election of each of the 20172019 Class III director nominees

 

  

20172019 DIRECTOR NOMINEES

 

LOGO

LOGO

Andrew K. Silvernail

Age: 46

Director since August 2011

Chairman, President and Chief

Executive Officer

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’s relevant experience with engineeringMrozek served as Vice Chairman and technology industriesChief Financial Officer of The ServiceMaster Company, a residential and commercial service company, until his retirement in general, together withMarch 2008.

Mr. Mrozek’s strategic and operating leadership skills, his extensive management 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, including more than eight years as President and Chief Operating Officer of ServiceMaster or one of its largest segments, Mr. Mrozek developed extensive knowledge of the business services industry and gained valuable financial expertise and experience in mergers and acquisitions.

Ernest J. Mrozek Age: 64 Director since July 2010 Independent Committees: Audit (Chair)

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. SilvernailMrozek received hisa bachelor of science degree in governmentaccountancy with honors from Dartmouth Collegethe University of Illinois and his mastersis a certified public accountant, on inactive status.

Mr. Mrozek is a director of Advanced Disposal Services, Inc.

LOGO

Mr. Satterthwaite has served since April 2015 as President of Cummins Distribution Business, a unit of Cummins, Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products. Prior to that, Mr. Satterthwaite served as President of Cummins Power Generation from June 2008 to April 2015.

Livingston L. Satterthwaite Age: 57 Director since April 2011 Independent Committees: Compensation (Chair) Nominating and Corporate Governance

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 oil field services provider, as a general field engineer.

Mr. Satterthwaite received a bachelor of science degree in civil engineering from Cornell University and a master of business administration degree from HarvardStanford University.

Mr. Silvernail is a director of Stryker Corporation.

 

 

 

LOGO

Katrina L. Helmkamp

Age: 51

Director since November 2015 Independent

Committees:

Compensation

Nominating

LOGO

Mr. Parry served as Vice Chairman of Illinois Tool Works Inc. (ITW) from 2010 until his retirement in April 2017. From prior to 2009 until 2010, Mr. Parry was Executive Vice President of ITW with responsibility for the Polymers and Fluids Group.

Mr. Parry’s strategic and Corporate

Governance

Ms. Helmkamp has served as Chief Executive Officer of Lenox Corporation since November 2016. Previously, Ms. Helmkamp served as Chief Executive Officer of SVP Worldwide from 2010 through 2014, and as Senior Vice President, North America Product for Whirlpool Corporation from 2008 to 2010.

Ms. Helmkamp’s operating leadership skills and herglobal commercial perspective gained from over 30 years of international business leadership experience, across multiple marketshis significant acquisition experience and technologieshis extensive expertise in the industrial products manufacturing industry led to the conclusion that shehe should serve on the Board of Directors. During her time18 years of executive and management experience in various senior management positions at SVP WorldwideITW, a multinational manufacturer of a diversified range of industrial products and Whirlpool Corporation, Ms. Helmkamp was responsible for managingequipment, Mr. Parry successfully grew the operations and profitability of global businesses that derived a substantial portion of their revenues from outsidemultiple business units and helped ITW complete numerous acquisitions.

David C. Parry Age: 64 Director since December 2012 Independent Committees: Compensation Nominating and Corporate Governance

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 United States.

largest chemical producers in the world.

In addition, Ms. Helmkamp successfully oversaw numerous new product development and technology initiatives, including the launch of new products and service categories with improved margins and quality. Ms. Helmkamp also has significant mergers and acquisitions experience, both in identifying and evaluating potential targets, as well as leading post-acquisition integration activities.

Ms. HelmkampMr. Parry received hera bachelor of science degree in industrial engineeringchemistry, a master of science degree in chemistry and her mastersa Ph.D. in polymer chemistry from Victoria University of business administration from Northwestern University.Manchester, Manchester, England.

OTHER INCUMBENT DIRECTORS

Class I: Three-Year Term Expires in 2020

LOGO

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.

Andrew K. Silvernail Age: 47 Director since August 2011 Chairman, President and Chief Executive Officer

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 a bachelor of science degree in government from Dartmouth College and a master of business administration degree from Harvard University.

Mr. Silvernail is a director of Stryker Corporation.

LOGO

Ms. Helmkamp has served as Chief Executive Officer of Cartus Corporation, the relocation services subsidiary of Realogy Holdings Corp., the largest full-service residential real estate services company in the United States, since June 2018. Previously, Ms. Helmkamp served as Chief Executive Officer of Lenox Corporation from November 2016 to June 2018. Prior to Lenox Corporation, Ms. Helmkamp served as Chief Executive Officer of SVP Worldwide from 2010 through 2014, and as Senior Vice President, North America Product for Whirlpool Corporation from 2008 to 2010.

Katrina L. Helmkamp Age: 52 Director since November 2015 Independent Committees: Compensation Nominating and Corporate Governance

Ms. Helmkamp’s operating leadership skills and her experience across multiple markets and technologies led to the conclusion that she should serve on the Board of Directors. During her time at SVP Worldwide and Whirlpool Corporation, Ms. Helmkamp was responsible for managing the operations and profitability of global businesses that derived a substantial portion of their revenues from outside of the United States.

In addition, Ms. Helmkamp successfully oversaw numerous new product development and technology initiatives, including the launch of new products and service categories with improved margins and quality. Ms. Helmkamp also has significant mergers and acquisitions experience, both in identifying and evaluating potential targets, as well as leading post-acquisition integration activities.

Ms. Helmkamp received a bachelor of science degree in industrial engineering and a master of business administration degree from Northwestern University.

LOGO

Mr. Beck served as President and Chief Executive Officer ofJELD-WEN Holding, Inc.(JELD-WEN), one of the world’s largest door and window manufacturers, from November 2015 to February 2018, and was a director ofJELD-WEN from May 2016 to February 2018. Prior toJELD-WEN, Mr. Beck served as an Executive Vice President at Danaher Corporation, leading Danaher’s water quality and dental programs, beginning in April 2014. Previously, he spent 18 years with Corning Incorporated in a series of management positions with increasing responsibility, culminating in his appointment as Executive Vice President overseeing Corning’s environmental technologies and life science units in July 2012. He
also served on the board of directors ofDow-Corning Corporation from 2010 to 2014.

Mr. Beck’s experience as a chief executive officer of a public company with significant international operations and his track record of innovation and successfully integrating acquired businesses led to the conclusion that he should serve on the Board of Directors.

Mr. Beck received a bachelor of arts degree in business management from Pacific University and a master of business administration degree from Harvard University.

Class II: Three-Year Term Expires in 20182021

 

LOGO

LOGO

Mr. Cook is our Lead Director. He served as Chairman of the Board of Donaldson Company, Inc. from prior to 2009 to April 2016. Mr. Cook retired as the President and Chief Executive Officer of Donaldson in April 2015, having served since prior to 2009.

Mr. Cook’s strong business and organizational leadership skills and his relevant experience in technology industries led to the conclusion that he should serve on the Board of Directors. Throughout his35-year career at Donaldson, a technology-driven global company that manufactures filtration systems designed to remove contaminants from air and liquids, Mr. Cook served in several senior executive positions, and was elected as a director in 2004.

William M. Cook

Age: 63

Director since February 2008

Independent

Committees:

Audit

Mr. Cook is our Lead Director. He served as Chairman of the Board of Donaldson Company, Inc. from prior to 2009 to April 2016. Mr. Cook retired as the President and Chief Executive Officer of Donaldson in April 2015, having served since prior to 2009.

Mr. Cook’s strong business and

organizational leadership skills and his relevant experience in technology industries led to the conclusion that he should serve on the Board of Directors. Throughout his35-year career at Donaldson, a technology-driven global company that manufactures filtration systems designed to remove contaminants from air and liquids, Mr. Cook 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 director of Valspar Corporation and Neenah, Paper, Inc.

 

 

LOGO

LOGO

Ms. Warner has served as President and Chief Executive Officer and as a director of Renewable Energy Group, Inc., an advanced biofuel producer, since January 2019. Previously, Ms. Warner served as Executive Vice President, Operations for Andeavor (formerly known as Tesoro Corporation) from August 2016 until October 2018, when Andeavor was acquired by Marathon Petroleum Corp. Prior to that, Ms. Warner served as Andeavor’s Executive Vice President, Strategy and Business Development, since October 2014. From 2012 to 2014, Ms. Warner was Chairman and Chief Executive Officer of Sapphire Energy, Inc. From 2009 to 2011, Ms. Warner was Chairman and President of Sapphire Energy. Prior to 2009, Ms. Warner was Group Vice President, Global Refining, at BP plc.

Cynthia J. Warner

Age: 58

Director since February 2013

Independent

Committees:

Compensation

Nominating and Corporate

Governance

Ms. Warner has been Executive Vice President, Operations for Tesoro Corporation since August 2016. Prior to that, Ms. Warner served as Tesoro’s Executive Vice President, Strategy and Business Development, since October 2014. From 2012 to 2014, Ms. Warner was Chairman and Chief Executive Officer of Sapphire Energy, Inc. From
2009 to 2011, Ms. Warner was Chairman and President of Sapphire Energy. Prior to 2009, 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. (prior to its acquisition by BP), 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,health, safety, security and environmental efforts, with a consistent record of success in coordinating the operations of thousands of employees across BP’s global facilities.

In her role as Chief Executive Officer of Sapphire Energy, an alternative energy venture, Ms. Warner had oversight responsibility for 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 mastersmaster of business administration degree from Illinois Institute of Technology.

 

 

 

LOGO

LOGO

Mr. Buthman retired from Kimberly-Clark Corporation, a leading global manufacturer of consumer packaged goods and personal care products, in 2015, where he was Executive Vice President and Chief Financial Officer from January 2003 to April 2015. During his33-year career at Kimberly-Clark, Mr. Buthman held a wide range of leadership roles, led or participated in more than 50 acquisition transactions totaling more than $10 billion in value and was part of an executive team that created more than $20 billion in shareholder value during his tenure as Chief Financial Officer.

Mark A. Buthman

Age: 56

Director since April 2016

Independent

Committees:

Audit

Mr. Buthman retired fromKimberly-Clark Corporation in 2015, where he was Executive Vice President and Chief Financial Officer from January 2003 to April 2015. During his33-year career at Kimberly-Clark, Mr. Buthman held a wide range of leadership roles and was part of an executive team that created more
than $20 billion in shareholder value since the end of 2002.

Mr. Buthman’s experience as a Chief Financial Officer of a Fortune 150 company with significant international operations and as a public company director makes him a tremendous assetled to IDEX.the conclusion that he should serve on the Board of Directors. Mr. Buthman is a disciplined financial leader with a track record of allocating capital in shareholder-friendly ways and his insight is extremely valuable to our Board of Directors and management.

Mr. Buthman graduatedreceived a bachelor of business administration degree in finance from the University of Iowa with a degree in finance and business.Iowa.

Mr. Buthman is a director of West Pharmaceutical Services, Inc.

Class III: Three-Year Term Expires in 2019

LOGO

Ernest J. Mrozek

Age: 63

Director since July 2010

Independent

Committees:

Audit (Chairman)

Mr. Mrozek served as Vice Chairman and Chief Financial Officer of The ServiceMaster Company until his retirement in March 2008.

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, on inactive status.

Mr. Mrozek is a director of G&K Services, Inc.

LOGO

David C. Parry

Age: 63

Director since December 2012

Independent

Committees:

Compensation

Nominating and Corporate

Governance (Chairman)

Mr. Parry has served as Vice Chairman
of Illinois Tool Works Inc. (ITW) since 2010.
From prior to 2009 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 director of Celanese Corporation.

LOGO

Livingston L. Satterthwaite

Age: 56

Director since April 2011

Independent

Committees:

Compensation (Chairman)

Nominating and Corporate Governance

Mr. Satterthwaite has served as
President of Cummins Distribution
Business, a unit of Cummins, Inc.,
since April 2015. Prior to that,
Mr. Satterthwaite served as President
of Cummins Power Generation from
June 2008 to April 2015.

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 oil field services provider, as a general field engineer.

Mr. Satterthwaite received a bachelor of science degree in civil engineering from Cornell University and a master in business administration degree from Stanford University.

CORPORATE GOVERNANCE

Framework for Corporate Governance

The Board of Directors has the ultimate authority for the management of the Company’s business. The Corporate Governance Guidelines, the charters of the Board committees, the Code of Business Conduct and Ethics, and the Standards for Director Independence (Governance Documents) provide the framework for the governance of the Company. 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 IndependenceDocuments are available under the Investor Relations linksInvestors link on the Company’s website at www.idexcorp.com.

Corporate Governance Guidelines and Code

of Business Conduct and Ethics

The Corporate Governance Guidelines address matters such as election of directors, size and retirement age for the Board, Board composition and membership criteria, the role and responsibilities of the Board director compensation, share ownership guidelines,and each of its committees, Board evaluations and the frequency of Board meetings (including meetings to be held without the presence of management).

The 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.

Director Independence

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 (NYSE) and applicable laws and regulations, and are available on the Company’s website as described above. The Board also reviewed commercial relationships between the Company and organizations with which directors were affiliated by service as an executive officer. The

relationships with these organizations involved

the Company’s sale or purchase of products or services in the ordinary course of business that

were made onarm’s-length terms and other circumstances that did not affect the relevant directors’ independence under applicable law and NYSE listing standards.

The Board has affirmatively determined, based on these standards and after considering the relationships described immediately above, that the following directors are independent: Messrs. Beck, Buthman, Cook, Milzcik1, Mrozek, Parry and Satterthwaite, and Mss. Helmkamp and Warner. The Board has also determined that Mr. Silvernail is not independent because he is the Chairman of the Board, President and Chief Executive Officer of the Company. TheAll standing Board has also determined that all Board standing committees are, and throughout fiscal year 20162018 were, composed entirely of independent directors.

Director Nominations

The Board believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other differentiating personal characteristics promotes inclusiveness, enhances the Board’s deliberations and enables the Board to better represent all of the Company’s constituents. Accordingly, the Board is committed to seeking out highly qualified women and minority candidates as well as candidates with diverse backgrounds, skills and experiences as part of each Board search the Company conducts. The Board considers the following in selecting nominees for the Board:

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;

 

1Mr. Milzcik is retiring from the Board immediately following the Annual Meeting.

breadth of knowledge about issues affecting the Company;

 

ability and willingness to contribute special competencies to Board activities; and

expertise and experience that is useful to the Company and complementary to the background and experience of other Board members, so that an optimal balance and diversity of Board members may be achieved and maintained.

Personal attributes and characteristics:

 

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 shall not be discriminated against with regard to age, race, color, religion, sex, ancestry, national origin, sexual orientation or disability. In the past, the Company has engaged executive search firms to help identify and facilitate the screening and interviewing of director candidates. Any search firm retained by the Company to find director candidates is instructed to take into account all of the considerations used by our Nominating and Corporate Governance Committee, including diversity. After conducting an initial evaluation of a candidate, the Nominating and Corporate Governance Committee will interview that candidate if it believes the candidate is suitable

to be a director. The Nominating and Corporate Governance Committee may also ask the candidate to meet with other members of the Board.

If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board, 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.

Board Leadership

The Company’s Bylaws permit the Board to select its Chairman in the manner it determines to be most appropriate. The 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.

William M. Cook has served as Lead Director since immediately following the 2015 Annual Meeting.Meeting of Stockholders. 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 sessions 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 independentnon-management directors of the Board meet separately as a group at every regularly scheduled Board meeting. The Lead

Director generally presides at thesenon-management executive sessions. During 2016,2018, the Board held eightseven meetings.

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

The Chief Executive Officer, as the individual with primary responsibility for managing the Company’sday-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 thenon-management directors, this structure provides independent oversight, including risk oversight, while facilitating the exercise of the Board’s responsibilities.

During 2016,2018, each director attended more than 75% of the aggregate number of meetings of the Board and of committees of the Board of which he or she was a member. The Company encourages its directors to attend the annual meeting of stockholders but has no formal policy with respect to that attendance. All of the current directors, with the exception of Mr. Parry, attended the 20162018 Annual Meeting of Stockholders.

Board’s Role in Risk Oversight

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.

Executive OfficersBoard and Committee Assessment Process

On an annual basis, the Board and each Committee conduct assessments, which consist of written self-assessment questionnaires, supplemented by individual interviews of each director conducted by the Chair of the Nominating and Corporate Governance Committee. The results of the assessment process are then reviewed and discussed by the Board and each Committee and have led to process and oversight improvements.

Board’s Engagement with Management

The Board selectsapproves the Company’s executive officers, delegates responsibilities for the conduct of the Company’s operations to those officers, and monitors their performance. In addition, members of the Board informally mentor executive officers, meeting with such officers individually to share insights and experiences accumulated over the course of the directors’ careers.

Each year, some directors visit Company manufacturing facilities and meet with their leaders, and some directors attend the Company’s annual global leadership conference of about 150 leaders. In addition, each year the Board holds at least one meeting at a Company manufacturing facility where all directors attend a daily management meeting, receive a tour of the facility and participate in an operational review with senior leadership.

Board’s Role in Talent Development and Strategic Planning

Our Board calendar includes at least one meeting per year at which the Board participates in an extensive review of the Company’s talent management and retention strategies, leadership development pipeline and succession plans for senior management.

Each fall the Board participates in a multi-day three-year enterprise strategy review with the Company’s executive officers and other senior management. Management and the Board agree

upon a strategy and it is used as a lens for decision making at each Board meeting following the annual comprehensive review. As a result, strategy discussions are a regular feature of Board meetings throughout the year.

Director Onboarding and Education

All new directors participate in our director onboarding program. The onboarding process includesin-person meetings at the Company’s headquarters with senior leaders to familiarize new directors with the Company’s strategic vision, values and culture; operational and financial reporting structure; and legal, compliance and governance framework. In addition, new directors have also attended training courses led by IDEX senior leaders covering the 80/20 business process that serves as the foundation of IDEX’s operating model and seeks to accelerate profitable growth by focusing resources on our highest value opportunities.

The Board encourages all directors to participate in continuing director education programs, either individually or together with other Committee members, and directors are reimbursed for their expenses for such programs. Over the past eighteen months, directors attendedoff-site education seminars covering a variety of topics, including board and audit committee leadership, strategy, regulatory developments, diversity and inclusion, social media, emerging technologies and cybersecurity. In addition, last fall all directors participated in an educational session led by an outside expert on environmental, social and governance (ESG) topics, which was delivered as part of a regularly-scheduled Board meeting.

Investor Outreach

We value the input of our stockholders and believe that it is important to understand their questions and concerns about the Company. During 2018, we met with a number of our stockholders and prospective stockholders to answer questions about the Company and learn

about matters that are important to them. We plan to continue our investor outreach efforts during 2019.

Corporate Social Responsibility

As an embodiment of our commitment to focus on what matters to our various stakeholders, in the summer of 2018, we partnered with a third-party facilitator to conduct a materiality assessment to help us identify and prioritize those ESG topics that are most impactful to IDEX and our stakeholders. These efforts are consistent with our mission to improve the lives of the more than 7,000 people who are part of the IDEX family, the communities in which we live and work, as well our investors, customers and users of our products. We utilized the results from the materiality assessment to inform our first Corporate Social Responsibility Report, which was published in March 2019 and is available under the Corporate Social Responsibility link on our website at www.idexcorp.com.

Communications with Our Board

Stockholders and other interested parties may contact the Board and the directors by writing to Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045. Inquiries sent by mail will be reviewed, sorted and summarized by Ms. Cade before they are forwarded to any director.

BOARD COMMITTEES

Important functions of the Board are performed by committees comprised of members of the Board. There are three standing committees of the Board: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Each committee has a written charter that is available on the Company’s website as described above.

Subject to applicable provisions of the Company’s Bylaws 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 NYSE listing standards.

The following table summarizes the current membership of the committees of the Board. Mr. Buthman joined the Audit Committee

following his appointment to the Board in April 2016.

 

Director Audit
Committee2		 Compensation
Committee		 Nominating
and
Corporate
Governance
Committee

Mark A. ButhmanBeck

 

Ö

    
William M. Cook

Mark A. Buthman

 

Ö

    
Katrina L. Helmkamp

William M. Cook

 

Ö

Ö
Gregory F. MilzcikÖ

    

Katrina L. Helmkamp

Ö

Ö

Ernest J. Mrozek

 

Ö

    

David C. Parry

   

Ö

 

Ö

Livingston L. Satterthwaite

   

Ö

 

Ö

Cynthia J. Warner

   

Ö

 

Ö

Audit Committee

Pursuant to its charter, the Audit Committee has the authority and responsibility to:

 

monitor the integrity of the Company’s financial statements, financial reporting process and systems of internal controls regarding finance, accounting, legal and legalregulatory compliance;

 

monitor the qualifications, independence and performance of the Company’s independent auditor and monitor the performance of the Company’s internal audit function;

hire and fire the Company’s independent auditor and approve any audit andnon-audit work performed by the independent auditor;

 

provide an avenue of communication among the independent auditor, management and the Board;

 

2 Mr. Milzcik is retiring from the Board immediately following the Annual Meeting.

prepare the audit committee report that SEC rules require to be included in the Company’s annual proxy statement; and

 

administer the Company’s Related Person Transactions Policy (described further below).

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, 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.

TheDuring 2018, Messrs. Beck, Buthman, Cook and Mrozek served as members of the Audit Committee, and the Board has determined that each of Messrs. Buthman, Cook, Milzcik and Mrozekthem is an “audit committee financial expert,” as defined by SEC rules,rules. Mr. Mrozek served as Chair of the Audit Committee during 2018 and is independent,through the filing of the Company’s annual report on Form 10-K for the year ended December 31, 2018 in February 2019, after which Mr. Buthman was elected as defined by the NYSE listing standards.Chair, effective as of March 2, 2019.

The Audit Committee has adopted a written Related Person Transactions Policy regarding the review, approval andor 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 an Audit Committee member or immediate family member of an Audit Committee member, that Audit Committee

member will not be included in the deliberations or vote regarding approval. In approving the transaction, the Audit Committee must determine that the transaction is fair and reasonable to the Company. At the first Audit Committee meeting of each calendar year, or a subsequent meeting if the Audit Committee so chooses, the Audit Committee reviews any previously approved or ratified related person transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $10,000. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual

obligations, the Audit

Committee determines if it is in the best interests of the Company and its stockholders to continue, modify or terminate any such related person transactions.

During 2016,2018, the Audit Committee held eleveneight meetings.

Compensation Committee

The Compensation Committee’s primary dutiespurpose and responsibilities are to:

 

establish the Company’s compensation philosophy and structure the Company’s compensation programs to be consistent with that philosophy;

 

establishdevelop and recommend to the independent members of the Board for approval the compensation of the Chief Executive Officer and other senior officers;Officer;

 

approve the compensation of the executive officers of the Company (other than the Chief Executive Officer), the Chief Executive Officer’s direct reports and selected other managers identified by the Compensation Committee from time to time, and communicate such compensation decisions to the Board;
develop and recommend to the Board for approval the compensation forof the directors;Board;

review and recommend to the Board the Company’s compensation discussion and analysis to be included in the Company’s annual proxy statement; and

 

prepare theproduce a Compensation Committee Report on executive compensation committee report the rules of the SEC require to be included in the Company’s annual proxy statement.

To assist the Compensation Committee in discharging its responsibilities, the Compensation Committee retained Frederic W. Cook & Co., Inc. (F.W. Cook) to act as an outside consultant. F.W. Cook is engaged by, and reports directly to, the Compensation Committee.

The Compensation Committee has reviewed the nature of the relationship between itself and F.W. Cook, including all personal and business relationships between the committee members, F.W. Cook 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 interest in F.W. Cook’s engagement as an independent consultant.

F.W. Cook works with the Compensation Committee and management to structure the

Company’s compensation programs and to evaluate the competitiveness of its executive compensation levels. F.W. Cook’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;

assessing the relationship between named executive officer compensation and Company financial performance;

 

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

 

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

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

During 2016,2018, Ms. Helmkamp, Mr. Parry, Mr. Satterthwaite and Ms. Warner served as members of the Compensation Committee. None of these directors (i) was an officer or employee of the Company or any of its subsidiaries during 2016,2018, (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 RegulationS-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) ofRegulationS-K.

During 2016,2018, the Compensation Committee held sixfour meetings.

Nominating and Corporate Governance

Committee

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 tothat the Board select such individuals as nominees for election to the Board for its approval;Board;

 

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 in the event of a vacancy and any other senior officer whom the committee may wish to approve; and

vacancy and any other senior officer whom the committee may wish to approve; and

 

oversee evaluations of the Board, individual Board members and Board committees.

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 PROPOSALS AND DIRECTOR NOMINATIONS FOR 20182020 ANNUAL MEETING”MEETING OF STOCKHOLDERS” below. Stockholder nominees who are nominated in accordance with these procedures will be given the same consideration as nominees for director from other sources.

During 2016,2018, Ms. Helmkamp, Mr. Parry, Mr. Satterthwaite and Ms. Warner served as members of the Nominating and Corporate Governance Committee.

During 2016,2018, the Nominating and Corporate Governance Committee held three meetings.

 

COMPENSATION OF DIRECTORS

The objectives of our director compensation program are to attract highly-qualified individuals to serve on our Board of Directors and to align our directors’ interests with the interests of our stockholders. The Compensation Committee periodically 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,On at least a biennial basis, the Compensation Committee, with the assistance of F.W. Cook, evaluates the competitiveness of director compensation. The primary reference point for the determination of market pay is the peer group of companies. For 2016, theThe peer group used in this analysis was the same peer group used for the Company’s executive compensation analysis.

For further details on this topic, refer to “Use of Market Data”“Peer Companies” under “Setting Executive Compensation” in the Compensation Discussion and Analysis below. Market composite data derived from pay surveys available to F.W. Cook and to the Company is also used.

Our director compensation for 20162018 was as follows:

 

2018

Annual Retainer and Meeting Fees

 

  

$ 85,000

 

Committee Chair Retainer

 

   

Audit Committee

 

  

$ 15,000

 

Compensation Committee

 

  

$ 10,000

 

Nominating and Corporate Governance Committee

 

  

$ 8,00010,000

 

Additional Lead Director Fees

 

   

Annual Retainer

 

  

$    15,000

Annual Equity Grant

$ 15,000

 

Annual Equity Grant (100% Restricted Stock UnitsUnits)

 

  

100% of Value

$ 15,000

 

Value of Equity Grants Upon Initial Election to the Board (100% Restricted Stock Units)

 

  

Pro-rated annual grant

 

Value of Annual Equity Grants (100% Restricted Stock UnitsUnits)

 

  

100% of Value

Value of Annual Equity Grants

$  120,000

Restricted Stock Units

100% of Value130,000

 

 

Equity Grants

Equity

Under the Director Compensation Policy, equity grants upon initial election to the Board of Directors are made on the date of appointment. Initial equity grant values are equal to the annual grant value prorated for the remaining period of time until the next Annual Meeting. Annual equity grants to continuing directors are made on the first regularly scheduled meetingdate of the Board held each year.Annual Meeting. All grants are structured to provide 100% of the expected value in the form of restricted stock unit awards, and are made under the IDEX Corporation Incentive Award Plan (Incentive Award Plan).

The restricted stock units vest in full on the earliest of the third anniversary of the grant date, retirement, failure of the director to bere-elected to the Board, or a change in control of the Company. The restricted stock units arenon-transferable until the recipient is no longer serving as a director, and are subject to forfeiture if the director terminates service as a director for reasons other than death, disability, retirement, or failure to bere-elected to the Board.

Since the start of 2015, directors have had the ability to defer payment of all or a portion of their annual equity grant.

Directors Deferred Compensation Plan

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 electedappointed directors have up to 30 days from their appointment 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 an interest-bearinginterest- bearing account or certain mutual funds, at 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 in 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 2016.2018. 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.

Stock Ownership GuidelinesGuideline

Under the Director Compensation Policy,Non-managementnon-management directors are subject to a stock ownership guidelines.guideline.Non-management directors must comply with the guidelines within five yearsare required to maintain direct ownership of their initial election to the Board. The guidelines dictate that allnon-management directors must purchase or acquire shares of the Company’s Common Stock having an aggregateequal to or greater in value at the time of purchase or acquisition equal to five times the current annual Board service retainer. Nonon-management director is permitted to sell shares of Common Stock until the director satisfies the stock ownership guideline, and after a director meets the stock ownership guideline, the director may not sell shares if the sale would put the director below the stock ownership guideline.

As of December 31, 2016,March 15, 2019, allnon-management directors were either in compliance with the stock ownership guidelinesguideline or were proceeding towards meetingthe mandatory holding requirement until the ownership guidelines within the applicable five-year period.guideline is met.

 

20162018 Director Compensation

The following table summarizes the total compensation earned in 20162018 for the Company’snon-management directors. Mr. Silvernail receives no additional compensation for his service as a director.

 

Name 

Fees Earned

or Paid in

Cash

 

 

Stock Awards

(1) (2)

 

All Other

Compensation

(3)

 Total  

Fees Earned

or Paid in Cash

($)

 

Stock Awards

($) (1)

 

All Other

Compensation

($) (2)

 Total ($)
 

Mark A. Beck

 

 

85,000 

 

 

 

170,247(3) 

 

 

 

— 

 

 

 

255,247 

 

 

Mark A. Buthman

 

 

$63,750 

 

 

 

$104,722 

 

 

 

$— 

 

 

 

$168,472 

 

 

 

85,000 

 

 

 

130,000 

 

 

 

— 

 

 

 

215,000 

 

 

William M. Cook

 

 

100,000 

 

 

 

135,000 

 

 

 

10,000 

 

 

 

245,000 

 

 

 

100,000 

 

 

 

145,000 

 

 

 

6,500 

 

 

 

251,500 

 

 

Katrina L. Helmkamp

 

 

85,000 

 

 

 

120,000 

 

 

 

— 

 

 

 

205,000 

 

 

 

85,000 

 

 

 

130,000 

 

 

 

— 

 

 

 

215,000 

 

Gregory F. Milzcik

 

 

85,000 

 

 

 

120,000 

 

 

 

10,000 

 

 

 

215,000 

 

 

Ernest J. Mrozek

 

 

100,000 

 

 

 

120,000 

 

 

 

10,000 

 

 

 

230,000 

 

 

 

100,000 

 

 

 

130,000 

 

 

 

10,000 

 

 

 

240,000 

 

 

David C. Parry

 

 

93,000 

 

 

 

120,000 

 

 

 

10,000 

 

 

 

223,000 

 

 

 

85,000 

 

 

 

130,000 

 

 

 

10,000 

 

 

 

225,000 

 

  

Livingston L.

Satterthwaite

 

 

95,000 

 

 

 

120,000 

 

 

 

— 

 

 

 

215,000 

 

 

 

95,000 

 

 

 

130,000 

 

 

 

— 

 

 

 

225,000 

 

 

Cynthia J. Warner

 

 

85,000 

 

 

 

120,000 

 

 

 

— 

 

 

 

205,000 

 

 

 

95,000 

 

 

 

130,000 

 

 

 

— 

 

 

 

225,000 

 

 

(1)

Reflects the aggregate grant date fair value of the restricted stock units granted in 2018, determined 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 Form10-K for the year ended December 31, 2016,2018, assuming no forfeitures.

(2)The following table provides information on the restricted stock, restricted stock units and stock option awards held by the Company’s non-management directors and the value of those awards as of December 31, 2016. All outstanding awards are in or exercisable for shares of the Company’s Common Stock.

Directors’ Outstanding Equity Awards at 2016 Fiscal Year End

                   

Option Awards

  

Stock Awards

 

 
                   

Number of Securities
Underlying Unexercised
Options

 

        

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  Grant Date   Type   # Shares   

Shares
 Exercised 

 

  

 Exercisable 

(a)

 

  

 Unexercisable 

(a)

 

  

Option
 Exercise 

Price ($)

 

  

Option
 Expiration 
Date

 

   

Mark A. Buthman

                                  1,290   116,177 

William M. Cook

  04/08/08   NQSO   3,375   0   3,375   0   32.95   04/08/2018   4,920   443,095 
   02/24/09   NQSO   2,250   0   2,250   0   19.98   02/24/2019     
   02/23/10   NQSO   4,080   0   4,080   0   30.82   02/23/2020     
   02/22/11   NQSO   3,190   0   3,190   0   40.89   02/22/2021     
   02/21/12   NQSO   3,530   0   3,530   0   42.86   02/21/2022     
   02/15/13   NQSO   3,075   0   3,075   0   50.45   02/15/2023         

Katrina L. Helmkamp

                                  2,025   182,372 

Gregory F. Milzcik

                                  4,530   407,972 

Ernest J. Mrozek

  07/01/10   NQSO   6,650   0   6,650   0   28.20   07/01/2020   4,530   407,972 
   02/22/11   NQSO   3,190   0   3,190   0   40.89   02/22/2021     
   02/21/12   NQSO   3,530   0   3,530   0   42.86   02/21/2022     
   02/15/13   NQSO   3,075   0   3,075   0   50.45   02/15/2023         

David C. Parry

  12/06/12   NQSO   4,930   0   4,930   0   45.08   12/06/2022   4,530   407,972 
   02/15/13   NQSO   3,075   0   3,075   0   50.45   02/15/2023         

Livingston L. Satterthwaite

  04/05/11   NQSO   4,800   0   4,800   0   45.16   04/05/2021   4,530   407,972 
   02/21/12   NQSO   3,530   0   3,530   0   42.86   02/21/2022     
   02/15/13   NQSO   3,075   0   3,075   0   50.45   02/15/2023     

Cynthia J. Warner

  02/15/13   NQSO   4,610   0   4,610   0   50.45   02/15/2023   4,530   407,972 

(a)All options expire on the 10th anniversary of the grant date.
(b)See footnote 1 to table under “SECURITY OWNERSHIP” below for vesting provisions.
(c)Determined based upon the closing price of the Company’s Common Stock on December 31, 2016.
(3)Reflects matching gifts of up to $10,000 per year directed to Internal Revenue Code 501(c)(3)tax-exempt,non-profit organizations under the IDEX Corporation Matching Gift Program.

(3)

Includes Mr. Beck’s prorated initial grant awarded upon his election to the Board, valued at $40,247.

Directors’ Outstanding Equity Awards at 2018 Fiscal Year End

The following table provides information on restricted stock units and stock option awards held by the Company’snon-management directors and the value of those awards as of December 31, 2018. All outstanding awards are in or exercisable for shares of Common Stock.

     

Option Awards

Stock Awards

     

Number of Securities
Underlying Unexercised
Options

 

  

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 Grant Date Type # Shares 
(#)

Shares
 Exercised 
(#)

 

 Exercisable 

(#) (a)

 

 Unexercisable 

(#) (a)

 

Option

 Exercise 

Price ($)

 

Option

 Expiration 

Date

 

Mark A. Beck

01/02/18RSU 310 39,141
04/25/18RSU 945 119,316

Mark A. Buthman

04/06/16RSU 1,290 162,875
02/22/17RSU 1,290 162,875
04/25/18RSU 945 119,316

William M. Cook

02/23/10NQSO4,0800 4,080 0 30.82 02/23/2020
02/22/11NQSO3,1900 3,190 0 40.89 02/22/2021
02/21/12NQSO3,5300 3,530 0 42.86 02/21/2022
02/15/13NQSO3,0750 3,075 0 50.45 02/15/2023
02/19/16RSU 1,810 228,531
02/22/17RSU 1,450 183,077
04/25/18RSU 1,055 133,204

Katrina L. Helmkamp

02/19/16RSU 1,610 203,279
02/22/17RSU 1,290 162,875
04/25/18RSU 945 119,316

Ernest J. Mrozek

07/01/10NQSO6,6500 6,650 0 28.20 07/01/2020
02/22/11NQSO3,1900 3,190 0 40.89 02/22/2021
02/21/12NQSO3,5300 3,530 0 42.86 02/21/2022
02/15/13NQSO3,0750 3,075 0 50.45 02/15/2023
02/19/16RSU 1,610 203,279
02/22/17RSU 1,290 162,875
04/25/18RSU 945 119,316

David C. Parry

12/06/12NQSO4,9300 4,930 0 45.08 12/06/2022
02/15/13NQSO3,0750 3,075 0 50.45 02/15/2023
02/19/16RSU 1,610 203,279
02/22/17RSU 1,290 162,875
04/25/18RSU 945 119,316

Livingston L. Satterthwaite

04/05/11NQSO4,8000 4,800 0 45.16 04/05/2021
02/21/12NQSO3,5300 3,530 0 42.86 02/21/2022
02/15/13NQSO3,0750 3,075 0 50.45 02/15/2023
02/20/15RSU 1,405 177,395
02/19/16RSU 1,610 203,279
02/22/17RSU 1,290 162,875
04/25/18RSU 945 119,316

Cynthia J. Warner

02/15/13NQSO4,6100 4,610 0 50.45 02/15/2023
02/19/16RSU 1,610 203,279
02/22/17RSU 1,290 162,875
04/25/18RSU 945 119,316

(a)

All options expire on the 10th anniversary of the grant date.

(b)

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

(c)

Determined based upon the closing price of the Company’s Common Stock on December 31, 2018.

SECURITY OWNERSHIP

The following table furnishes information as of March 1, 2017,15, 2019, 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 executive 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 SEC 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 March 1, 2017.15, 2019. Shares of Common Stock subject to options that are exercisable within 60 days of March 1, 2017,15, 2019, are considered to be outstanding for the purpose of determining the percentage of 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 address for each of the directors, nominees for director 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):

        

Mark A. Beck(1)

 

 

1,255  

 

 

 

*  

 

Mark A. Buthman(1)

 2,580 * 

 

3,525  

 

 

 

*  

 

William M. Cook(1)

 32,358 * 

 

31,163  

 

 

 

*  

 

Katrina L. Helmkamp(1)

 3,315 * 

 

4,260  

 

 

 

*  

 

Gregory F. Milzcik(1)

 9,980 *

Ernest J. Mrozek(1)

 26,030 * 

 

25,205  

 

 

 

*  

 

David C. Parry(1)

 16,085 * 

 

17,030  

 

 

 

*  

 

Livingston L. Satterthwaite(1)

 20,407 * 

 

21,352  

 

 

 

*  

 

Cynthia J. Warner(1)

 11,695 * 

 

12,640  

 

 

 

*  

 

Named Executive Officers:

        

Andrew K. Silvernail(2)(3)

 373,858 *

Michael J. Yates(2)(3)

 104,584 *

Heath A. Mitts(2)

 0 *

Andrew K. Silvernail(2)

 

 

505,794  

 

 

 

*  

 

William K. Grogan(2)(3)

 

 

38,885  

 

 

 

*  

 

Eric D. Ashleman(2)(3)

 59,452 * 

 

46,274  

 

 

 

*  

 

Denise R. Cade(2)(3)

 7,444 * 

 

16,827  

 

 

 

*  

 

Daniel J. Salliotte(2)(3)

 62,853 *

Directors, Nominees and All Executive Officers as a Group: (17 persons)(4)

 785,494 1.0%

Jeffrey D. Bucklew(2)

 

 

37,243  

 

 

 

*  

 

Directors, Nominees and All Executive Officers as a Group: (16 persons)(4)

 

 

945,651  

 

 

 

1.2%  

 

Other Beneficial Owners:

        

T. Rowe Price Associates, Inc.(5)

 8,193,262 10.7%

BlackRock Inc.(5)

 

7,982,637  

 

 

 

 

10.4%  

 

55 East 52nd Street New York, NY 10055

    

The Vanguard Group(6)

 

7,202,621  

 

 

 

 

9.4%  

 

100 Vanguard Blvd. Malvern, PA 19355

    

T. Rowe Price Associates, Inc.(7)

 

6,018,367  

 

 

 

 

7.8%  

 

100 East Pratt Street, Baltimore, MD 21202

        

BlackRock Inc.(6)

 6,044,747 7.9%

55 East 52nd Street New York, NY 10055

    

Capital World Investors(7)

 5,977,829 7.8%

Capital World Investors(8)

 

5,666,228  

 

 

 

 

7.3%  

 

333 South Hope Street, Los Angeles, CA 90071

        

The Vanguard Group(8)

 5,918,426 7.8%

100 Vanguard Blvd. Malvern, PA 19355

    

Eaton Vance Management(9)

 4,432,589 5.8%

2 International Place Boston, MA 02110

    

(1)

Includes 16,125,13,875, 16,445, 8,005, 11,405 and 4,610 shares under exercisable options for Messrs. Cook, Mrozek, Parry and Satterthwaite, and Ms. Warner, respectively. Ms. Helmkamp, and Messrs.Mr. Buthman and MilzcikMr. Beck do not have any options. Includes 1,405 restricted stock units issued to each of Messrs. Milzcik, Parry and Satterthwaite and Ms. Warner on February 20, 2015, which vest on February 20, 2018 (except for Mr. Satterthwaite as he elected to defer vesting); 1,595 restricted stock units issued to Mr. Cook on February 20, 2015, which vest on February 20, 2018; 415 restricted stock units issued to Ms. Helmkamp on November 5, 2015, which vest on November 5, 2018; 1,610 restricted stock units issued to each of Ms. Helmkamp and Messrs. Milzcik, Mrozek, Parry and Satterthwaite and Ms. Warner on February 19, 2016, which vest on February 19, 2019 (except for Ms. Helmkamp and Mr. Satterthwaite on February 19, 2016, who each elected to defer vesting); 1,810 restricted stock units issued to Mr. Cook on February 19, 2016, which vest on February 19, 2019;vesting; 1,290 restricted stock units issued to Mr. Buthman on April 6, 2016, for which vest on April 6, 2019;Mr. Buthman elected to defer vesting; 1,290 restricted stock units issued to each of Ms. Helmkamp and Messrs. Buthman, Mrozek, Parry and Satterthwaite and Ms. Warner on February 22, 2017, which vest on February 22, 2020 (except for Messrs. Buthman and Satterthwaite, who each elected to defer vesting); and 1,450 restricted stock units issued to Mr. Cook on February 22, 2017, which vest on February 22, 2020.2020; 310 restricted stock units issued to Mr. Beck on January 2, 2018, for which Mr. Beck elected to defer vesting; 945 restricted stock units issued to each of Ms. Helmkamp and Messrs. Beck and Buthman, Mrozek, Parry and Satterthwaite and Ms. Warner on April 25, 2018, which vest on April 25, 2021 (except Messrs. Beck, Buthman and Satterthwaite, who each elected to defer vesting); and 1,055 restricted stock units issued to Mr. Cook on April 25, 2018, which vest on April 25, 2021. The restricted shares and restricted stock units held by Messrs. Beck, Buthman and Cook, Ms. Helmkamp, Messrs. Milzcik, Mrozek, Parry, and Satterthwaite, and Ms. Warner may vest earlier than the dates indicated above upon a change in control of the Company, retirement, or failure to bere-elected to the Board. All shares of restricted stock and restricted stock units are eligible for dividends.

(2)

Includes 281,744, 37,834, 5,324, 31,091331,686, 31,559, 17,369, 36,115 and 80,69910,150 shares under exercisable options for Messrs. Silvernail, Grogan, Ashleman and AshlemanBucklew and Ms. Cade, and Messrs. Salliotte and Yates, respectively. Mr. Mitts does not have any options.

(3)

Includes 5,485 shares of restricted stock awarded by the Company as set forth in the following table. Allissued to Mr. Grogan on January 3, 2017, which vest on January 3, 2020. Such shares of restricted stock are eligible for dividends and shall vest provided that the executiveMr. Grogan is employed on the vesting date(s).date. The restricted shares may vest earlier than the dates indicated below upon a change in control of the Company and certain other events. See “Outstanding Equity Awards at 20162018 Fiscal Year End” under “EXECUTIVE COMPENSATION.”

Name of

restricted stock
owner

Shares of

Restricted

stock awarded

under Incentive

Award Plan

Dates Awarded

Vesting Dates

Mr. Silvernail

9,56502/20/201502/20/2018

Mr. Yates

510

5,355

02/20/2015

08/31/2016

02/20/2018

08/31/2019

Mr. Ashleman

1,630

4,835

02/20/2015

07/15/2015

02/20/2018

07/15/2018

Ms. Cade

2,12010/26/201510/26/2018

Mr. Salliotte

500

2,680

2/20/2015

08/31/2016

02/20/2018

08/31/2019

(4)

Includes 532,236593,670 shares under options that are exercisable currently or will be exercisable within 60 days of March 1, 2017,15, 2019, and 67,43031,980 unvested shares of restricted stock or restricted stock units.

(5)

Based solely on information in Schedule 13G, as of December 31, 2016,2018, filed by T. Rowe Price Associates,BlackRock Inc. (Price Associates)(BlackRock) with respect to Common Stock owned by Price AssociatesBlackRock and certain other entities which Price Associates directly or indirectly controls or for which Price Associates is an investment advisor

on a discretionary basis,subsidiaries including T. Rowe PriceMid-Cap GrowthBlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc. These Price Associates entities have, BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd. BlackRock has sole power to vote or to direct the vote of 2,540,7067,459,538 shares of Common Stock and sole power to dispose or to direct the disposition of all 8,193,2627,982,637 shares of Common Stock. T. Rowe PriceMid-Cap Growth Fund, Inc. has sole power to vote or direct the vote of 4,202,000 shares of Common Stock.

(6)

Based solely on information in Schedule 13G, as of December 31, 2016, 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, including BlackRock (Luxembourg) S.A., Blackrock (Netherlands) B.V., BlackRock Advisors (UK) Limited, Blackrock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Capital Management, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock International Limited, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Ltd, BlackRock Investment Management, LLC and BlackRock Life Limited. These BlackRock entities have sole power to vote or to direct the vote of 5,724,680 shares of Common Stock and sole power to dispose or to direct the disposition of all 6,044,747 shares of Common Stock.

(7)Based solely on information in Schedule 13G, as of December 30, 2016, filed by Capital World Investors , a division of Capital Research Management Company (Capital World), with respect to Common Stock owned by Capital World and certain other entities which Capital World directly or indirectly controls or for which Capital World is an investment advisor on a discretionary basis. These Capital World entities have sole power to vote or to direct the vote of 5,977,829 shares of Common Stock and sole power to dispose or to direct the disposition of all 5,977,829 shares of Common Stock.
(8)Based solely on information in Schedule 13G, as of December 31, 2016,2018, 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.subsidiaries. Vanguard reports beneficial ownership of shares offor itself, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary. These Vanguard entities havehas sole power to vote or to direct the vote of 44,55758,192 shares of Common Stock, shared power to vote or direct the vote of 8,40014,851 shares of Common Stock, sole power to dispose or to direct the disposition of 5,869,2817,134,363 shares of Common Stock and shared power to dispose or to direct the disposition of 49,14568,258 shares of Common Stock.

(9)(7)

Based solely on information in Schedule 13G, as of December 31, 2016,2018, filed by Eaton Vance Management (Eaton) with respect to Common Stock owned by Eaton and certain other entities which Eaton directly or indirectly controls or for which Eaton is an investment advisor on a discretionary basis. These Eaton entities haveT. Rowe Price Associates, Inc. (Price Associates). Price Associates has sole power to vote or to direct the vote of all 4,432,5862,173,360 shares of Common Stock and sole power to dispose or to direct the disposition of all 4,432,5866,018,367 shares of Common Stock.

(8)

Based solely on information in Schedule 13G, as of December 31, 2018, filed by Capital World Investors, a division of Capital Research and Management Company (Capital World). Capital World has sole power to vote or to direct the vote of 5,647,437 shares of Common Stock and sole power to dispose or to direct the disposition of all 5,666,228 shares of Common Stock.

EXECUTIVE COMPENSATION

Risk Assessment

The Compensation Committee periodically reviews the potential risks arising from our compensation policies, practices and programs to determine whether any potential risks are material to the Company. In approving the 2016 compensation program design, the Compensation Committee engaged in discussions with its independent compensation consultant and management 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 incentivize 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 this review, the 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 long-term, stock-based performance opportunities;

multiple 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 claw-back policy that applies to performance-based compensation, including stock-based awards, for directors and officers; and

oversight by an independent compensation 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.

Livingston L. Satterthwaite, Chairman
Katrina L. Helmkamp
David C. Parry
Cynthia J. Warner

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis describes our executive compensation philosophy and programs, and compensation decisions made under those programs for our named executive officers (NEOs) for fiscal year 2016,2018, who are listed below.

  Name   Title

Andrew K. Silvernail

 

Chairman, President and Chief Executive Officer

Michael J. Yates(1)

William K. Grogan

 Vice President, Interim Chief Financial Officer and Chief
Accounting Officer
Heath A. Mitts(2)Former

Senior Vice President and Chief Financial Officer

Eric D. Ashleman

 

Senior Vice President and Chief Operating Officer

Denise R. Cade

 

Senior Vice President, General Counsel and Corporate Secretary

Daniel J. Salliotte

Jeffrey D. Bucklew

 

Senior Vice President Mergers & Acquisitions and Treasury

Chief Human Resources Officer

 

(1)Mr. Yates served as our Interim Chief Financial Officer from September 9, 2016 to December 31, 2016.
(2)Mr. Mitts’ employment with the Company terminated on September 9, 2016.

Principles of Our Compensation Programs

 

Pay-for-Performance 

The key principle of our compensation philosophy is
pay-for-performance.

Alignment with Stockholders’
Interests		 

We reward performance that meets or exceeds the performance
goals that the Compensation Committee establishes with the
objective of increasing stockholder value.

Variation Based on

Performance

 

We favor variable pay opportunities that are based on
performance over fixed pay. The total compensation received by
our named executive officersNEOs varies based on corporate and
individual performance
measured against annual and long-term
goals.

Highlights of our Compensation ProgramsPhilosophy

The following table describes our compensation philosophy that guides our pay programs, structure and decisions.

Compensation PhilosophyHow We Deliver
Attract and retain an effective management team

•  We offer a total pay package that consists of both compensation and benefits that are targeted to be competitive with the market.

•  We seek to retain our executives by regularly benchmarking our total compensation package relative to companies of similar size, scope and complexity — our peer group is constructed to include companies within an appropriate range of revenue and market capitalization values.

Motivate and reward management team with a focus onpay-for-performance

•  We tie a meaningful portion of total compensation to financial and stock price performance – between 70% to 80% of our compensation mix is tied to performance.

•  Our compensation program provides a mix of base salary, short-term incentives and long-term incentives — the balance of our compensation elements provides direct line

Compensation PhilosophyHow We Deliver

of sight with our objectives, motivating executives to outperform on our goals.

•  In line with our compensation philosophy to align pay and performance, when the Company outperforms the goals in our incentive plans, payouts can result in above market median levels.

Create a strong financial incentive that aligns with our stockholders and long-term objectives

•  Through a combination of appropriate performance metrics and targets, executives are paid according to how the Company performs.

•  Specific financial measures used in our incentive programs include:

–  Earnings per share (EPS), cash flow conversion, and organic sales growth in our short-term incentive plan; and

–  Total stockholder return (TSR) relative to companies in the Russell Midcap Index in our long-term incentive plan.

Align the interests of management and stockholders

•  In order to emphasize long-term stockholder returns, we require our executives to maintain significant stock ownership levels through the use of stock ownership guidelines.

WHAT WE DOGovernance Best Practices

The Company employs compensation principles in delivering executive pay that we believe are supportive of the business strategy and governance best practices.

What We Do

 

ÖPay-for-Performance: A significant portion of each named executive officer’s target annual compensation is tied to corporate and individual performance.

ÖAnnualSay-on-Pay Vote: We conduct an annualsay-on-pay advisory vote. At our 20162018 Annual Meeting of Stockholders, more than 98% of the votes cast on thesay-on-pay proposal were in favor of the fiscal year 20152017 compensation of our named executive officers.NEOs.

 

Ö

Clawback Policy: Our Clawback Policyclawback policy allows the Board of Directors to recoup any excess incentive compensation paid to our executive officers and other employees if the financial results on which the awards were based are materially restated due to fraud, intentional misconduct or gross negligence of the executive officer.officer or other employee.

 

Ö

Short-Term and Long-Term Incentives/Measures: Our annual and long-term plans provide a balance of incentives and include different measures of performance.

 

Ö

Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who does not also provide any services to management.

 

Ö

Stock Ownership Guidelines: To further align the interests of management and our directors with our stockholders, we have significant stock ownership guidelines, which require our executive officers and directors to hold a multiple of their annual compensation in equity.Common Stock.

 

Ö

Limited Perquisites and Related TaxGross-Ups: We provide limited perquisites and taxgross-ups.

Ö

Mitigate Inappropriate Risk Taking: In addition to our clawback policy, stock ownership guidelines and prohibition of hedging and pledging, we structure our compensation programs so that they minimize inappropriate risk taking by our executive officers and other employees, including using multiple performance metrics and multi-year performance periods and capping our annual incentive awards and performance share awards.

WHAT WE DON’T DOWhat We Don’t Do

 

×

Gross-ups for Excise Taxes: Our executive severance agreements do not contain agross-up for excise taxes that may be imposed as a result of severance or other payments deemed made in connection with a change in control.

 

×

Reprice Stock Options:Our equity incentive plan prohibits the repricing of stock options and stock appreciation rights without prior stockholder approval.

 

×

Fixed Term Employment Agreements: Employment of our executive officers (other than our CEO) is “at will” and may be terminated by either the Company or the employee at any time.

 

×

Hedging and Pledging: Our insider trading policy prohibits all employees and directors from hedging their economic interest in the Company sharesCommon Stock they hold.

Fiscal Year 2016 FinancialPerformance Highlights and Impact on Incentive Compensation

Despite

LOGO

On a three-year basis, IDEX’s TSR was 76%, versus 30% for the challenging market conditionsmedian of the companies in 2016,the Russell Midcap Index and 42% for the median of Company’s peer group.

IDEX had a record year in 2018, as the Company continued to perform against its strategic and business plans, with orders and sales were up 6%7% and 5%9%, respectively, compared to the prior year, while gross margin of 44% was down 80 basis points.year. The followingperformance highlights and significant recent accomplishments highlighted in the chart below are 2016 financial highlights:closely related to performance metrics under our executive compensation programs.

 

Sales of $2.1 billion were up 5 percent compared to the prior year, down 1 percent organically.

Adjusted earnings per share (EPS) of $3.75 was 20 cents, or 6 percent, higher than the prior year.*

Free cash flow of $362 million was 125 percent of net income.*

Adjusted net income of $288 million increased 4 percent compared to the prior year.*

We increased the quarterly dividend by six percent in April 2016.

We divested four non-strategic businesses and deployed over $500 million on three acquisitions:

○Akron Brass, a leader in engineered life-safety products for the safety and emergency response markets;

○AWG Fittings, a European leader in the manufacturing of safety and emergency response equipment; and

○SFC Koenig, a leader in the production of highly engineered expanders and check valves for critical applications across the transportation, hydraulic, aviation and medical markets.

LOGO

 

*

A reconciliation from GAAP to non-GAAP financial measures and other related information is included in Item 6 of the Company’s Annual Report on Form 10-K for the fiscal year-ended December 31, 2016.2018. In addition to the adjustments noted in the Form 10-K, additional adjustments are used to determine the short-term incentive payouts, including adjustments related to acquisitions and divestitures, actual capital expenditures and actual share count compared to the annual plan.

Key Takeaways of our 2018 Executive Compensation Program

These financial highlights and significant recent accomplishments are closely related to performance metrics underFor 2018, our executive compensation plans. For 2016, 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 (EPS),EPS, cash flow conversion, organic sales growth and relative total shareholder return (TSR).TSR.

The 20162018 bonus payouts were 126%164% of target, reflecting the higher than expected adjusted EPS and adjusted cash flow conversion, and lower than expected organic sales growthwhich reflect record performance.

Our TSR for the 2014-20162016-2018 period was 35%76%, which ranked as the 58thresulted in an 83rd percentile versusperformance compared to the companies in the S&PRussell Midcap 400 Industrials indexIndex and resulted in a 141%250% payout of performance stock units.units (PSUs).

The 2018 long-term incentive awards were granted at values greater than the 2017 awards, reflecting financial and operational outperformance against peers and prior-year goals, including historically strong stock price performance. This resulted in a 2018 long-term incentive grant value for Mr. Silvernail that was 19% greater than his 2017 grant. See “2018 Long-Term Incentive Awards” under “Compensation Discussion and Analysis — 2018 Executive Compensation Program” for further details.

How Fiscal Year 2016 Named Executive OfficerNEO Compensation is Tied toAligns with Company Performance

The compensation opportunities of our executives are directly tied to the performance of the Company. Ourpay-for-performance philosophy is demonstrated by the following elements of our executive compensation program for 2016:2018:

Approximately 83% of our CEO’s 20162018 total targeted pay was performance-based, and an average of approximately 67%71% of our other named executives officers’NEOs’ total targeted pay in 20162018 was performance-based. The charts

below show the allocation of 20162018 targeted pay across base salary, the annual cash incentive award, and the long-term incentive award for our CEO and other named executive officers.NEOs.

 

LOGO

LOGO

In 2016,2018, our long-term incentives continued to represent the single largest component of our CEO’s and other named executive officers’NEOs’ targeted pay, representing approximately 66%63% and 45%50% of total targeted pay, respectively.

Maintaining a balanced perspective is a core part of the Company’s business strategy, which requires employees to take calculated risks to capitalize on anticipated changes in the Company’s numerous businesses. The Compensation Committee believes that balancing the proportion of cash andnon-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 executives for the short-term, while long-term incentives focus executives who have 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.

Our 20162018 incentive awards are directly tied to the performance metrics that we believe are the best measures of our financial successbalance absolute and that will represent value created for our stockholders:relative performance goals: EPS, cash flow conversion, organic sales growth and TSR (measured on a relative basis). We believe these are the best measures of our financial success and support the creation of stockholder value.

Our performance metricsRole ofSay-on-Pay

The Company held an advisory vote on executive compensation(say-on-pay) at the Company’s 2018 Annual Meeting of Stockholders. Thesay-on-pay advisory vote received support from over 98% of the shares voted at the 2018 Annual Meeting. The Compensation Committee believes this affirms stockholders’ support of the Company’s approach to executive compensation. Accordingly, the Compensation Committee did not make any material changes to the underlying structure of our executive compensation program for fiscal year 2018. The Compensation Committee will continue to review and consider the outcome of the Company’ssay-on-pay votes when making future compensation decisions for the NEOs.

2018 Executive Compensation Program

The following discussion describes our 2018 compensation elements and 2018 compensation decisions related to our NEOs.

2018 Key Compensation Elements

The material elements of 2018 compensation for the NEOs are largely focusedoutlined below:

ElementType of PayPurposeGeneral Characteristics
Base SalaryFixedProvides a fixed level of current cash compensation consonant with the executive’s primary duties and responsibilities and necessary to attract, retain and reward NEOs.Reviewed annually and adjusted as necessary to reflect market changes, salary budgets and individual performance.
Short-Term
Incentives —
Annual Bonus		Performance-
Based		Focuses NEOs on annual performance by rewarding corporate and individual performance and achievement ofpre-determined goals.Variable cash payments. Annual awards based on performance againstpre-determined individual and corporate performance goals.
Long-Term
Incentives —
Stock Options		Performance-
Based		Provides retention through vesting schedules and aligns each NEO’s interests with long-term stockholder interests by linking a substantial portion of each executive’s compensation to increases in the price of Common Stock.Variable compensation based on stock value. Options are granted with exercise prices not less than fair market value at grant date and vest ratably over four years.
Long-Term
Incentives —
PSUs		Performance-
Based		Ties long-term compensation to relative performance, further aligning the interests of NEOs with stockholders.PSUs vest based on continued service and relative total shareholder return compared to companies in the Russell Midcap Index over a cumulative three-year period.
Retirement/OtherFixed/
Voluntary		Provides overall wealth accumulation and retention.Various market-based retirement and welfare benefits and perquisites.

Base Salary

Base salaries are reviewed annually and may be adjusted to reflect market data, as well as individual responsibility, experience and performance. The table below highlights the change in 2018 base salary for each NEO, reflecting one or more of the following: annual merit increase, market and performance-related adjustments.

NEO  2017
Base
Salary
Rate
($)		   

2018
Base
Salary
Rate

($)

   Percentage
Increase		 
Andrew K. Silvernail   983,400    1,000,000    2% 
William K. Grogan   437,800    470,000    7% 
Eric D. Ashleman   530,500    585,000    10% 
Denise R. Cade   445,600    460,000    3% 
Jeffrey D. Bucklew   377,300    400,000    6% 

Short-Term Incentives

The Company administers the short-term incentive plan under the Management Incentive Compensation Plan (MICP). The amount of the annual cash bonus paid to each participant is determined under the following formula:

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

Individual Target Bonus Percentage for the year is a percentage of the participant’s base salary and is based on absolute performance goals. We balance these absolute goalsthe participant’s position and market data. The Business Performance Factor (discussed in more detail below) is calculated based on measurable corporate quantitative objectives, which are given a combined 70% weighting, and one strategic measure with a 30% weighting.

For 2018, the measurable quantitative objectives within the Business Performance Factor were adjusted EPS and adjusted cash flow conversion. Adjusted EPS excludes from reported earnings per share the impact of acquisition and

divestiture-related income and charges, and restructuring charges (EPS Adjustments). Adjusted cash flow conversion is cash flow as a percent of net income excluding the impact of the EPS 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.

For 2018, the 30% strategic measure was organic sales growth. Organic sales growth is a critical business metric and helps identify the underlying health of the Company’s businesses and management’s ability to 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. The goal for organic sales growth is established relative to expected growth in key markets, such as industrial, health and science instrumentation, energy and fire and rescue.

For 2018, the relative weightings and the performance goal thatagainst the quantitative and strategic measures our long-term total shareholder returnresulted in a recommended Business Performance Factor of 164%, as shown in the table below.

MICP Objective         Goal                  Actual*            Payout    

MICP

  Weighting  

  

Business

Performance

Factor

 
      

Adjusted EPS

  $4.90  $5.41   180.8%   50%   90.4% 
      
Adjusted Cash Flow Conversion  115%   107%   85.7%   20%   17.1% 
      
Organic Sales Growth  4.0%   7.5%   187.5%   30%   56.3% 
      

Total

              100%   163.8% 

*

A reconciliation from GAAP tonon-GAAP financial measures and other related information is included in Item 6 of the Company’s Annual Report on Form10-K for the fiscal year-ended December 31, 2018. In addition to the adjustments noted in the Form10-K, additional adjustments are used to determine the short-term incentive payouts, including adjustments related to acquisitions and divestitures, actual capital expenditures and actual share count compared to the annual plan.

The short-term incentive payments are included in the 2018 Summary Compensation Table under the“Non-Equity Incentive Plan Compensation” column and summarized in the table below.

NEO Base Salary Rate
($)		    Target Incentive    Business
Performance
    Factor    		   

Actual

2018 Short-
Term
Incentive
Award ($)

 

Andrew K. Silvernail

  1,000,000   120%   164%    1,968,000 

William K. Grogan

  470,000   75%   164%    578,100 

Eric D. Ashleman

  585,000   80%   164%    767,520 

Denise R. Cade

  460,000   70%   164%    528,080 

Jeffrey D. Bucklew

  400,000   70%   164%    459,200 

Prior to 2018, the Company also provided short-term incentive payments under the Incentive Award Plan (IAP) to allow performance-based bonuses to certain executives to be fully deductible under Internal Revenue Code (IRC) Section 162(m). The Tax Cut and Jobs Act eliminated the deductibility of excess qualified performance-based compensation under IRC Section 162(m). The MICP, under which the 2018 short-term incentives were administered, is the plan that governs annual incentives for the broader executive population and also the plan under which the CFO received short-term incentive awards prior to 2018 and final awards are calculated the same as those under the IAP.

2018 Long-Term Incentive Awards

Long-term incentive awards are generally made on an annual basis, or at the time of a special event (such as upon hiring or promotion). We typically grant awards on the date of the first

Board meeting of a year, or the date of the annual meeting of stockholders. We attempt to make awards during periods when we do not havenon-public information that could impact our stock price. Working with its independent compensation consultant, the Compensation Committee granted long-term incentive awards to the NEOs in early 2018. Other than the CEO, each NEO has a long-term incentive target stated as a percentage of base salary. The long-term incentive targets are established on an individual basis taking into consideration market practice for each role, and individual impact and performance.

In 2018, the NEOs received annual long-term incentive awards consisting of PSUs and stock options, which are intended to emphasize the link between pay and performance. The target number of PSUs granted was determined by dividing the

PSU award value by the closing price of Common Stock on the date of grant. The number of stock options granted was determined by dividing the stock option award value by the grant date fair value, utilizing the Binomial lattice option-pricing model. For additional details of the assumptions made in the valuation of such awards, see note 14 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2018.

The Compensation Committee may grant awards above or below target based on individual and Company performance. In 2018, the Committee reviewed the Company’s performance compared to one- and three-year TSR, revenue and EPS growth of companies in the executive pay peer group (listed below), as well as performance against strategic goals established at the beginning of the year. Based on this review, the Compensation Committee determined to grant above-target long-term incentive award values to the NEOs for 2018 due to the Company’s strong performance. The Compensation Committee intends to perform a

similar review annually and may adjust annual long-term incentives above or below target levels as appropriate to support the Company’spay-for-performance philosophy.

2018 CEO Awards. For 2018, the Board granted Mr. Silvernail an award at a value that was greater than his 2017 award based on the same analysis. The grant value was determined based on the Compensation Committee’s recommendation, which considered Mr. Silvernail’s compensation position relative to the market, his outstanding performance in leading the Company, and the Company’s strong performance during the prior three-year period. The following chart shows the grant value recommended by the Compensation Committee and approved by the Board, and the Summary Compensation Table reported value of Mr. Silvernail’s long-term incentive awards for 2017 and 2018. The Summary Compensation Table reported value reflects the grant date fair value determined in accordance with FASB ASC Topic 718. Similar to the other NEOs, the Compensation Committee and the Board will consider similar criteria in assessing future awards for Mr. Silvernail to determine whether an upward or downward adjustment is warranted.

       2017          2018    

Grant Value

  
$4,400,000 
 
 $5,250,000 

Reported Value

  $4,930,360   $6,742,378 

Objectives of Long-Term Incentive Vehicles

The Compensation Committee believes that PSUs and stock options both motivate management actions that drive the creation of stockholder value and promote executive stock ownership. However, each long-term incentive component has different characteristics. The value of the PSUs after the three-year performance period is directly linked to 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.

PSU Design Features

The PSUs have a three-year performance period and measure the Company’s relative TSR against the TSR of companies in the Russell Midcap Index. This structure reinforces a focus on our financialIndex at the end of such period. If the Company achieves 50th percentile TSR performance as compared to athe group of industrial companies.companies, each NEO will receive the target number of performance units, paid out in shares of Common Stock. Threshold performance is at the 33rd percentile, which will result in a payout equal to 33% of target; performance below this level will result in zero payout. Maximum payout is 250% of the target number of shares for 80th percentile performance or higher. Payouts are interpolated between the 33rd percentile and 50th percentile and between the 50th percentile and 80th percentile performance. 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.

The valueIn selecting relative TSR as the measure, the Compensation Committee noted that TSR is highly correlated with a combination of our 2016 long-term incentive awards is tied to our stock price performance, which links executive pay directlyother metrics that are important to the creationCompany and to investors, notably: return on invested capital, operating profit margin and compound annual sales growth rate (CAGR).

Consistent with 2017, the Compensation Committee selected the Russell Midcap Index companies as the comparator group for relative TSR for the 2018 PSU grant. In selecting the Russell Midcap Index companies, the Compensation Committee’s objective was to have a sizeable group of valuecompanies similar in revenue and market capitalization to the Company. In addition, the Compensation Committee seeks to align with the mutual funds within the Company’s largest stockholders as

they generally hold a broad range of investments covering multiple industries.

Our PSU grant for our stockholders.the 2016-2018 performance period resulted in a 250% payout based on a

76% TSR, which placed the Company in the 83rd percentile of companies in the Russell Midcap Index.

Setting Executive Compensation

RoleBase Salary

Base salaries are reviewed annually and may be adjusted to reflect market data, as well as individual responsibility, experience and performance. The table below highlights the change in 2018 base salary for each NEO, reflecting one or more of the following: annual merit increase, market and performance-related adjustments.

NEO  2017
Base
Salary
Rate
($)		   

2018
Base
Salary
Rate

($)

   Percentage
Increase		 
Andrew K. Silvernail   983,400    1,000,000    2% 
William K. Grogan   437,800    470,000    7% 
Eric D. Ashleman   530,500    585,000    10% 
Denise R. Cade   445,600    460,000    3% 
Jeffrey D. Bucklew   377,300    400,000    6% 

Short-Term Incentives

The Company administers the short-term incentive plan under the Management Incentive Compensation Plan (MICP). The amount of the annual cash bonus paid to each participant is determined under the following formula:

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

Individual Target Bonus Percentage for the year is a percentage of the participant’s base salary and is based on the participant’s position and market data. The Business Performance Factor (discussed in more detail below) is calculated based on measurable corporate quantitative objectives, which are given a combined 70% weighting, and one strategic measure with a 30% weighting.

For 2018, the measurable quantitative objectives within the Business Performance Factor were adjusted EPS and adjusted cash flow conversion. Adjusted EPS excludes from reported earnings per share the impact of acquisition and

divestiture-related income and charges, and restructuring charges (EPS Adjustments). Adjusted cash flow conversion is cash flow as a percent of net income excluding the impact of the EPS 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.

For 2018, the 30% strategic measure was organic sales growth. Organic sales growth is a critical business metric and helps identify the underlying health of the Company’s businesses and management’s ability to 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. The goal for organic sales growth is established relative to expected growth in key markets, such as industrial, health and science instrumentation, energy and fire and rescue.

For 2018, the relative weightings and the performance against the quantitative and strategic measures resulted in a recommended Business Performance Factor of 164%, as shown in the table below.

MICP Objective         Goal                  Actual*            Payout    

MICP

  Weighting  

  

Business

Performance

Factor

 
      

Adjusted EPS

  $4.90  $5.41   180.8%   50%   90.4% 
      
Adjusted Cash Flow Conversion  115%   107%   85.7%   20%   17.1% 
      
Organic Sales Growth  4.0%   7.5%   187.5%   30%   56.3% 
      

Total

              100%   163.8% 

*

A reconciliation from GAAP tonon-GAAP financial measures and other related information is included in Item 6 of the Company’s Annual Report on Form10-K for the fiscal year-ended December 31, 2018. In addition to the adjustments noted in the Form10-K, additional adjustments are used to determine the short-term incentive payouts, including adjustments related to acquisitions and divestitures, actual capital expenditures and actual share count compared to the annual plan.

The short-term incentive payments are included in the 2018 Summary Compensation Table under the“Non-Equity Incentive Plan Compensation” column and summarized in the table below.

NEO Base Salary Rate
($)		    Target Incentive    Business
Performance
    Factor    		   

Actual

2018 Short-
Term
Incentive
Award ($)

 

Andrew K. Silvernail

  1,000,000   120%   164%    1,968,000 

William K. Grogan

  470,000   75%   164%    578,100 

Eric D. Ashleman

  585,000   80%   164%    767,520 

Denise R. Cade

  460,000   70%   164%    528,080 

Jeffrey D. Bucklew

  400,000   70%   164%    459,200 

Prior to 2018, the Company also provided short-term incentive payments under the Incentive Award Plan (IAP) to allow performance-based bonuses to certain executives to be fully deductible under Internal Revenue Code (IRC) Section 162(m). The Tax Cut and Jobs Act eliminated the deductibility of excess qualified performance-based compensation under IRC Section 162(m). The MICP, under which the 2018 short-term incentives were administered, is the plan that governs annual incentives for the broader executive population and also the plan under which the CFO received short-term incentive awards prior to 2018 and final awards are calculated the same as those under the IAP.

2018 Long-Term Incentive Awards

Long-term incentive awards are generally made on an annual basis, or at the time of a special event (such as upon hiring or promotion). We typically grant awards on the date of the first

Board meeting of a year, or the date of the annual meeting of stockholders. We attempt to make awards during periods when we do not havenon-public information that could impact our stock price. Working with its independent compensation consultant, the Compensation Committee granted long-term incentive awards to the NEOs in early 2018. Other than the CEO, each NEO has a long-term incentive target stated as a percentage of base salary. The long-term incentive targets are established on an individual basis taking into consideration market practice for each role, and individual impact and performance.

In 2018, the NEOs received annual long-term incentive awards consisting of PSUs and stock options, which are intended to emphasize the link between pay and performance. The target number of PSUs granted was determined by dividing the

PSU award value by the closing price of Common Stock on the date of grant. The number of stock options granted was determined by dividing the stock option award value by the grant date fair value, utilizing the Binomial lattice option-pricing model. For additional details of the assumptions made in the valuation of such awards, see note 14 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2018.

The Compensation Committee may grant awards above or below target based on individual and Company performance. In 2018, the Committee reviewed the Company’s performance compared to one- and three-year TSR, revenue and EPS growth of companies in the executive pay peer group (listed below), as well as performance against strategic goals established at the beginning of the year. Based on this review, the Compensation Committee determined to grant above-target long-term incentive award values to the NEOs for 2018 due to the Company’s strong performance. The Compensation Committee intends to perform a

similar review annually and may adjust annual long-term incentives above or below target levels as appropriate to support the Company’spay-for-performance philosophy.

2018 CEO Awards. For 2018, the Board granted Mr. Silvernail an award at a value that was greater than his 2017 award based on the same analysis. The grant value was determined based on the Compensation Committee’s recommendation, which considered Mr. Silvernail’s compensation position relative to the market, his outstanding performance in leading the Company, and the Company’s strong performance during the prior three-year period. The following chart shows the grant value recommended by the Compensation Committee and approved by the Board, and the Summary Compensation Table reported value of Mr. Silvernail’s long-term incentive awards for 2017 and 2018. The Summary Compensation Table reported value reflects the grant date fair value determined in accordance with FASB ASC Topic 718. Similar to the other NEOs, the Compensation Committee and the Board will consider similar criteria in assessing future awards for Mr. Silvernail to determine whether an upward or downward adjustment is warranted.

       2017          2018    

Grant Value

  
$4,400,000 
 
 $5,250,000 

Reported Value

  $4,930,360   $6,742,378 

Objectives of Long-Term Incentive Vehicles

The Compensation Committee establishesbelieves that PSUs and stock options both motivate management actions that drive the creation of stockholder value and promote executive stock ownership. However, each long-term incentive component has different characteristics. The value of the PSUs after the three-year performance period is directly linked to 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 compensation philosophy, structures the Company’s compensation programs to be consistent with that philosophy, and approves each element of named executive officer compensation. In the case of the CEO, the Board of Directors reviews, ratifies and 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.

Generally,appreciates above the amountstock price on the date 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 considers market data and individual performance.grant.

Role of Compensation Consultant

Our Compensation Committee has the sole authority to retain and replace, as necessary, compensation consultants to provide it with independent advice. The Compensation Committee has engaged F.W. Cook as its independent consultant to advise it on executive andnon-employee director compensation matters. This selection was made without the input or influence of management.

Under the terms of its agreement with the Compensation Committee, F.W. Cook will not provide any other services to the Company, unless directed to do so by the Compensation Committee. During fiscal year 2016, F.W. Cook provided no services to the Company other than to advise the Compensation Committee on executive andnon-employee director compensation issues. The Compensation Committee has not identified any conflict of interest raised by the work F.W. Cook performed in fiscal year 2016.

Setting Individual Executive PayPSU Design Features

The Compensation Committee formulatesPSUs have a recommendation of CEO pay based on the financialthree-year performance period and operating performance of the Company, the Committee’s assessment of the CEO and a thorough review of the market benchmarking data discussed below. The CEO pay recommendations put forth by the Compensation Committee are then reviewed and subject to approval by the Board.

The pay packages for the other NEOs are set by the Compensation Committee after taking into consideration the recommendations of the CEO. Individual pay decisions are based on an assessment of the individual executive, utilizing the following criteria:

1.Contribution

Value to IDEX; short and long-term

Individual contribution and impact to team performance

2.Market attractiveness

Supply-demand of role

Experience, background, track record

3.Replacement difficulty

Challenge of replacing the role with equivalent capability

4.Experience in role

Overall experience in current or similar role

The Compensation Committee reviews pay data from various sources as one input in determining appropriate target compensation levels. The Compensation Committee utilizes the expertise of its independent compensation consultant, F.W. Cook, in developing compensation recommendations for the NEOs, including the CEO. The Committee believes that to attract and retain qualified management, total direct compensation should be competitively targeted within a range that includes market median for comparable positions at comparable companies, with market compensation data being only one of many factors considered by the Compensation Committee when setting the compensation levels for any particular executive. While an individual executive’s target compensation is positioned within the competitive range based on the individual factors listed above, actual compensation in any given year should and does vary from target based on Company and individual performance.

The Compensation Committee undertook a review and analysis to ensure that the 2016 executive compensation programs appropriately reflected the market for talent. The Committee considered relevant market pay practices to ensuremeasure 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 forrelative TSR against the 2016 executive compensation market analysis for the NEOs.

Survey Data

The Willis Towers Watson Executive Compensation Database survey and the Equilar Top 25 Survey were used because they include a broad rangeTSR of manufacturing companies that are comparable to the Company in size, geography and industry.

Peer Companies

The peer group of companies identified below 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), investment in research and development, global presence, and have executive officer positions that are comparable to the Company’s in terms of breadth, complexity and scope of responsibilities. The companies listed below are the same group of companies used to benchmark pay in 2015.

Actuant Corporation

AMETEK, Inc.

Bruker Corporation

CIRCOR International Inc.

Colfax Corporation

Crane Co.

Donaldson Company, Inc.

Dover Corporation

Dresser-Rand Group Inc.

Flowserve Corporation

Graco Inc.

ITT Corporation

KLA-Tencor Corporation

Nordson Corporation

Pall Corporation

Pentair Ltd.

PerkinElmer, Inc.

Roper Industries, Inc.

SPX Corporation

Viavi Solutions Inc.

Watts Water Technologies, Inc.

Xylem Inc.

The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. As such, with the assistance of management and F.W. Cook, the Compensation 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
 President and Chief  Executive Officer; and  Senior Vice President and  Chief Financial Officer 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.
 Senior Vice President and  Chief Operating Officer; and  Senior Vice President,  General Counsel and  Corporate Secretary 70% 30% Limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data.

 Senior Vice President,  Mergers & Acquisitions and  Treasury; and Vice President,

 Interim Chief Financial

 Officer and Chief Accounting

 Officer

 

 100% 0% 

No position matches in the proxy group; pool for talent would include the broader industry representation in the  survey data.

 

Role ofSay-on-Pay

The Company held an advisory vote on executive compensation(say-on-pay) at the Company’s 2016 Annual Meeting of Stockholders. Thesay-on-pay advisory vote received support from over 98% of the shares voted at the 2016 Annual Meeting. The Compensation Committee believes this affirms stockholders’ support of the Company’s approach to executive compensation. Accordingly, the Compensation Committee did not make any material changes to the underlying structure of our executive compensation program for fiscal year 2016. The Compensation Committee will continue to review and consider the outcome of the Company’ssay-on-pay votes when making future compensation decisions for the named executive officers.

Compensation Philosophy and Objectives

As more fully discussed below, the Company’s executive compensation philosophy is that its compensation program should: (1) align the interests of management and stockholders, (2) motivate and retain the management team with a focus onpay-for-performance, and (3) result in executives holding meaningful amounts of the Company’s Common Stock.

Our 2016 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: EPS, cash flow conversion, organic sales growth, and TSR relative to companies in the Russell Midcap Index. We believeIndex at the end of such 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 Common Stock. Threshold performance is at the 33rd percentile, which will result in a payout equal to 33% of target; performance below this level will result in zero payout. Maximum payout is 250% of the target number of shares for 80th percentile performance or higher. Payouts are interpolated between the 33rd percentile and 50th percentile and between the 50th percentile and 80th percentile performance. 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 our executives shouldTSR 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 sales growth rate (CAGR).

Consistent with 2017, the Compensation Committee selected the Russell Midcap Index companies as the comparator group for relative TSR for the 2018 PSU grant. In selecting the Russell Midcap Index companies, the Compensation Committee’s objective was to have a financial stakesizeable group of companies similar in our long-term success. As described in greater detail below,revenue and market capitalization to the Board of Directors established stock ownership guidelines in 2006 that require covered executive officers, including the NEOs, to maintain a stake in the long-term success of our business.

Company. In addition, the Compensation Committee seeks to align with the mutual funds within 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 securities and hedging transactions with respect to Company securities. We believe these requirements along with our incentive programs effectively alignlargest stockholders as

they generally hold a broad range of investments covering multiple industries.

Our PSU grant for the interests of management and stockholders and motivate the creation of long-term stockholder value.2016-2018 performance period resulted in a 250% payout based on a

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 are paid according to how

76% TSR, which placed the Company performs, and that they have direct linein the 83rd percentile 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 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 bysimilar-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.Russell Midcap Index.

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 the market and, depending upon Company performance, can result in significant share ownership opportunities for our executives. As stated above and detailed below, our stock ownership guidelines require our executives to maintain specified stock ownership levels.

When combining the long-term incentive grant levels that are paid out in the Company’s common stock and the required ownership levels, the result is that our executives hold meaningful amounts of the Company’s Common Stock.

2016Setting Executive Compensation Program

The following discussion describes our 2016 compensation elements and 2016 compensation decisions related to our NEOs. Our NEOs consist of our Chief Executive Officer, Chief Financial Officers and three other most highly compensated executive officers. For 2016, our named executive officers were Andrew K. Silvernail, our Chairman of the Board, President and Chief Executive Officer; Michael J. Yates,

our Vice President, Interim Chief Financial Officer and Chief Accounting Officer; Heath A. Mitts, our former Senior Vice President and Chief Financial Officer; Eric D. Ashleman, our Senior Vice President and Chief Operating Officer; Denise R. Cade, our Senior Vice President, General Counsel and Corporate Secretary; and Daniel J. Salliotte, our Senior Vice President, Mergers & Acquisitions and Treasury.

2016 Key Compensation Elements

The material elements of 2016 compensation for the NEOs are outlined below:     

ElementType of PayPurposeGeneral Characteristics
Base SalaryFixedProvides a fixed level of current cash compensation consonant with the executive’s primary duties and responsibilities and necessary to attract, retain and reward named executive officers.Reviewed annually and adjusted as necessary to reflect market changes, salary budgets and individual performance.
Short-Term Incentives — Annual BonusPerformance-
Based		Focuses named executive officers on annual performance by rewarding corporate and individual performance and achievement ofpre-determined goals.Variable cash payments. Annual awards based on performance againstpre-determined individual and corporate performance goals.
Long-Term Incentives — Stock OptionsPerformance-
Based		Provides retention through vesting schedules, and aligns each named executive officer’s interests with long-term stockholder interests by linking a substantial portion of each executive’s compensation to increases in the price of the Company’s Common Stock.Variable compensation based on stock value. Options are granted with exercise prices not less than fair market value and vest ratably over four years.
Long-Term Incentives — Restricted Stock AwardsProvides retention through vesting schedules.Restricted stock cliff vests in three years.
Long-Term Incentives — Performance Stock UnitsTies long-term compensation to relative performance, further aligning the interests of named executive officers with stockholders.Performance stock units vest based on relative total shareholder return compared to companies in the Russell Midcap Index over a cumulative three-year period.
Retirement/OtherFixed/
Voluntary		Provides overall wealth accumulation and retention.Various market-based retirement and welfare benefits and perquisites.

A Balanced Perspective

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 Compensation Committee believes that balancing the proportion of cash andnon-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 executives for the short-term, while long-term incentives focus executives who have 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.

Base Salary

Base salaries are reviewed annually and may be adjusted to reflect market data, as well as individual responsibility, experience and performance. The table below highlights the change in 20162018 base salary for each NEO, reflecting anone or more of the following: annual merit increase, for each NEO.market and performance-related adjustments.

 

NEO  

2016

Base
Salary
Rate

   2015
Base
Salary
Rate		   Percentage
Increase		   2017
Base
Salary
Rate
($)		   

2018
Base
Salary
Rate

($)

   Percentage
Increase		 
Andrew K. Silvernail   $954,800   $927,000    3%    983,400    1,000,000    2% 
Michael J. Yates   $365,000   $354,400    3% 
Heath A. Mitts   $502,500   $487,900    3% 
William K. Grogan   437,800    470,000    7% 
Eric D. Ashleman   $515,000   $500,000    3%    530,500    585,000    10% 
Denise R. Cade   $432,600   $420,000    3%    445,600    460,000    3% 
Daniel J. Salliotte   $324,500   $315,000    3% 
Jeffrey D. Bucklew   377,300    400,000    6% 

Short-Term Incentives — Incentive Award Plan

Messrs. Silvernail and Ashleman’s and Ms. Cade’s 2016 annual

The Company administers the short-term incentive bonus took the form of a cash performance awardplan under the stockholder-approved Incentive Award Plan in order to allow their bonuses to be deductible under IRC Section 162(m). In 2016, the Compensation Committee granted Messrs. Silvernail and Ashleman and Ms. Cade cash performance awards with a maximum aggregate payment amount equal to 2% of the Company’s 2016 operating income contingent on the Company achieving a minimum adjusted EPS of $3.09.

Adjusted EPS excludes from earnings per share the impact of acquisition and divestiture-related income and charges, and restructuring charges. Under the terms of the awards, no bonus would be paid if the Company did not achieve adjusted EPS of $3.09. The Compensation Committee set Mr. Silvernail’s actual performance award for 2016 at $1,203,048, Mr. Ashleman’s actual performance award at $486,675 and Ms. Cade’s actual performance award at $327,046.

In setting the actual awards, the Compensation Committee considered the actual performance of the Company using the metrics in the Business Performance Factor described below, individual performance and the amounts that the NEOs

would have earned as an annual cash bonus if they participated in the Management Incentive Compensation Plan (MICP—described below) on substantially the same terms as other company executives. Similar to the awards under the MICP, the Compensation Committee limits maximum payouts to 200% of target payout for each executive.

Short-Term Incentives — Management Incentive Compensation Plan

Mr. Yates, as Interim Chief Financial Officer, was not subject to the deduction limitations under IRC Section 162(m), and therefore he participated in the Company’s MICP, as did Mr. Salliotte. Mr. Mitts resigned from the Company effective September 9, 2016, and therefore did not earn a cash bonus under the MICP. The MICP provides participants with the opportunity to earn annual cash bonuses.

(MICP). 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

Individual Target Bonus Percentage for the year is a percentage of the participant’s base salary and is based on the participant’s position and market data.

The Business Performance Factor (discussed in more detail below) is calculated based on measurable corporate quantitative objectives, which are given a combined 70% weighting, and one strategic measure with a 30% weighting.

For 2016,2018, the measurable quantitative objectives within the Business Performance Factor were adjusted EPS and adjusted cash flow conversion. Adjusted EPS excludes from reported earnings per share the impact of acquisition and

divestiture-related income and charges, and restructuring charges (EPS Adjustments). Adjusted cash flow conversion is cash flow as a percent of net income excluding the impact of the EPS 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. For 2016, no bonus was payable unless a minimum threshold for adjusted EPS was met. The adjusted EPS threshold for 2016 was $3.09.

For 2016,2018, the 30% strategic measure was organic sales growth. Organic sales growth is a critical business metric and helps identify the underlying health of the Company’s businesses and management’s ability to 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. The goal for organic sales growth is established relative to expected growth in key markets, such as industrial, health and science instrumentation, energy and fire and rescue.

 

 

For 2016,2018, the relative weightings and the performance against the quantitative and strategic measuremeasures resulted in a recommended Business Performance Factor of 126%164%, 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

 $3.55  $3.74  148%  50%  74%  $4.90  $5.41  180.8%  50%  90.4% 
 
Adjusted Cash Flow Conversion 115%  119%  120%  20%  24%  115%  107%  85.7%  20%  17.1% 
 
Organic Sales Growth  -1.0%  -1.2%  95%  30%  28%   4.0%  7.5%  187.5%  30%  56.3% 
 

Total

       100%  126%        100%  163.8% 

 

*

A reconciliation from GAAP tonon-GAAP financial measures and other related information is included in Item 6 of the Company’s Annual Report on Form10-K for the fiscal year-ended December 31, 2016.2018. In addition to the adjustments noted in the Form10-K, additional adjustments are used to determine the short-term incentive payouts, including adjustments related to acquisitions and divestitures, actual capital expenditures and actual share count compared to the annual plan.

The short-term incentive payments under the MICP to Messrs. Yates and Salliotte are included in the 20162018 Summary Compensation Table under the“Non-Equity Incentive Plan Compensation” column and summarized in the table below.

 

NEO    Base Salary Rate     Target Incentive     Business
Performance
    Factor    		   2016 Short-
Term
Incentive
Award		 

Michael J. Yates

  $365,000  55%    126%   $252,945 

Daniel J. Salliotte

  $324,500  65%    126%   $265,766 
NEO Base Salary Rate
($)		    Target Incentive    Business
Performance
    Factor    		   

Actual

2018 Short-
Term
Incentive
Award ($)

 

Andrew K. Silvernail

  1,000,000   120%   164%    1,968,000 

William K. Grogan

  470,000   75%   164%    578,100 

Eric D. Ashleman

  585,000   80%   164%    767,520 

Denise R. Cade

  460,000   70%   164%    528,080 

Jeffrey D. Bucklew

  400,000   70%   164%    459,200 

Prior to 2018, the Company also provided short-term incentive payments under the Incentive Award Plan (IAP) to allow performance-based bonuses to certain executives to be fully deductible under Internal Revenue Code (IRC) Section 162(m). The Tax Cut and Jobs Act eliminated the deductibility of excess qualified performance-based compensation under IRC Section 162(m). The MICP, under which the 2018 short-term incentives were administered, is the plan that governs annual incentives for the broader executive population and also the plan under which the CFO received short-term incentive awards prior to 2018 and final awards are calculated the same as those under the IAP.

Sign-On Bonus

In certain circumstances, we may offer cash sign-on bonuses to attract executive talent as determined on a case-by-case basis after taking into account the specific circumstances involving hiring the executive. Pursuant to Ms. Cade’s employment offer letter and in order to attract and retain Ms. Cade, the Company paid Ms. Cade a sign-on bonus of $228,000 in March 2016.

20162018 Long-Term Incentive Awards

Long-term incentive awards are generally made on an annual basis, or at the time of a special event (such as upon hiring or promotion). We typically grant awards on the date of the first

Board meeting of a year, or the date of the annual meeting of stockholders. We attempt to make awards during periods when we do not havenon-public information that could impact our stock price. Working with its independent compensation consultant, the Compensation Committee granted long-term incentive awards to the NEOs in early 2018. Other than the CEO, each NEO has a long-term incentive target stated as a percentage of base salary. The long-term incentive targets are established on an individual basis taking into consideration market practice for each role, and individual impact and performance.

In 2016,2018, the NEOs received annual long-term incentive awards consisting of performance stock units (PSUs)PSUs and stock options. The Company eliminated restricted stock awards from the 2016 annual long-term incentive grant to the NEOs in orderoptions, which are intended to emphasize the link between pay and performance. RestrictedThe target number of PSUs granted was determined by dividing the

PSU award value by the closing price of Common Stock on the date of grant. The number of stock awards represented approximately 15%options granted was determined by dividing the stock option award value by the grant date fair value, utilizing the Binomial lattice option-pricing model. For additional details of the assumptions made in the valuation of such awards, see note 14 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2018.

The Compensation Committee may grant awards above or below target based on individual and Company performance. In 2018, the Committee reviewed the Company’s performance compared to one- and three-year TSR, revenue and EPS growth of companies in the executive pay peer group (listed below), as well as performance against strategic goals established at the beginning of the year. Based on this review, the Compensation Committee determined to grant above-target long-term incentive grantsaward values to the NEOs for 2018 due to the Company’s strong performance. The Compensation Committee intends to perform a

similar review annually and may adjust annual long-term incentives above or below target levels as appropriate to support the Company’spay-for-performance philosophy.

2018 CEO Awards. For 2018, the Board granted Mr. Silvernail an award at a value that was greater than his 2017 award based on the same analysis. The grant value was determined based on the Compensation Committee’s recommendation, which considered Mr. Silvernail’s compensation position relative to the market, his outstanding performance in 2014leading the Company, and 2015.the Company’s strong performance during the prior three-year period. The following chart shows the grant value recommended by the Compensation Committee and approved by the Board, and the Summary Compensation Table reported value of Mr. Silvernail’s long-term incentive awards for 2017 and 2018. The Summary Compensation Table reported value reflects the grant date fair value determined in accordance with FASB ASC Topic 718. Similar to the other NEOs, the Compensation Committee and the Board will consider similar criteria in assessing future awards for Mr. Silvernail to determine whether an upward or downward adjustment is warranted.

       2017          2018    

Grant Value

  
$4,400,000 
 
 $5,250,000 

Reported Value

  $4,930,360   $6,742,378 

Objectives of Long-Term Incentive Vehicles

The Compensation Committee believes that PSUs and stock options both motivate management actions that drive the creation of stockholder value and promote executive stock ownership. However, each long-term incentive component has different characteristics. The value of the PSUs after the three-year performance period is directly linked to relative TSR, Measureas 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.

PSU Design Features

The PSUs have a three-year performance period and utilize a relative TSR measure. Themeasure the Company’s relative TSR will be measured against the TSR of companies in the Russell Midcap Index at the end of the three-year performancesuch 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. Threshold performance is at the 33rd percentile, which will result in a payout equal to 33% of target andtarget; performance below this level will result in zero payout. Maximum payout is 250% of the target number of shares for 80th percentile achievementperformance or higher. Payouts are interpolated between the 33rd percentile and 50th percentile and between the 50th percentile and 80th percentile performance. Cumulative dividend equivalent payments will be made at the end of the performance period based on the number of shares of common stockCommon 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 sales growth rate (CAGR).

Comparator Group

ForConsistent with 2017, the 2016 PSU grant, theCompensation Committee selected the Russell Midcap Index companies as the comparator group for relative TSR.TSR for the 2018 PSU grant. In selecting the Russell Midcap Index companies, the Compensation Committee’s objective was to have a sizeable group of companies similar in revenue and market capitalization to the Company. In addition, the Compensation Committee seeks to align with the mutual funds within our top shareholder firmsthe Company’s largest stockholders as

they generally hold a broad range of investments covering multiple industries. The current outstanding, unvested 2015

Our PSU grant continues to be measuredfor the 2016-2018 performance period resulted in a 250% payout based on a

76% TSR, compared towhich placed the Company in the 83rd percentile of companies in the S&PRussell Midcap 400 Industrials Index.

Setting Executive Compensation

Difference between Long-Term Incentive ComponentsRole of Compensation Committee

The Compensation Committee believesestablishes the Company’s compensation philosophy, structures the Company’s compensation programs to be consistent with that PSUs, stock optionsphilosophy, and restricted stock all incent management actions that driveapproves each element of NEO compensation. In the creation of stockholder value and promote executive stock ownership. However, each long-term incentive component has different characteristics. The valuecase of the PSUs afterCEO, the three-year performance period is directly linked to the 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,Board reviews, ratifies 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. While the Company did not include restricted stock awards in the annual grant to the

NEOs, the Company continues to provide restricted stock awards for special equity awards and for annual grants below the executive leadership level. In 2016, Mssrs. Yates and Salliotte each received off-cycle restricted stock awards at the time of Mr. Mitts’ departure to aid in retention and reward them for their additional efforts during the CFO transition period.

Long-term incentive awards are generallyapproves compensation recommendations made on an annual basis, or at the time of a special event (such as upon hiring or promotion). We typically grant awards on the date of the first Board of Directors meeting of a year, or the date of the annual meeting of stockholders. We attempt to make awards during periods when we do not havenon-public information which could impact our stock price. Working with its independent compensation consultant,by the Compensation Committee granted long-term incentive awards to the NEOs in early 2016. Other than the CEO, each NEO has a long-term incentive target stated as a percentage of base salary. The long-term incentive targets are established on an individual basis taking into consideration market median practice for each role, and individual impact and performance.Committee.

The Compensation Committee performs periodic reviews of executive pay tally sheets. The tally sheets outline each executive’s recent annual target and actual pay history, 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 grant awards above or belowvary from target based on individual and Company performance and did grantchanges in stock price over time.

Generally, the amount of compensation realized historically, or potentially realizable in the future, from past equity awards above target in 2016 based on individual performance and Company performance, including top quartileone-year cumulative TSR in 2015 as compared todoes not directly impact the peer group of companies used to benchmark executivelevel at which future pay listed above. The Company’s three-year cumulative TSR was ranked at the 92nd percentile as compared to the same group of peer companies.

For the CEO,opportunities are set. When granting equity awards, the Compensation Committee recommendedconsiders market data and Company and individual performance.

Role of Compensation Consultant

The Compensation Committee has the sole authority to retain and replace, as necessary, compensation consultants to provide it with independent advice. The Compensation Committee has engaged F.W. Cook as its independent consultant to advise it on executive andnon-employee director compensation

matters. This selection was made without the input or influence of management.

Under the terms of its agreement with the Compensation Committee, F.W. Cook will not provide any other services to the Company, unless directed to do so by the Compensation Committee. During fiscal year 2018, F.W. Cook provided no services to the Company other than to advise the Compensation Committee on executive andnon-employee director compensation issues. In its review, the Compensation Committee did not identify any conflicts of interest raised by the work F.W. Cook performed in fiscal year 2018, nor any business or personal relationships that would impair F.W. Cook’s independence.

Setting Individual Executive Pay

The Compensation Committee formulates a long-term incentive awardrecommendation of CEO pay based on the financial and operating performance of the Company, the Compensation Committee’s assessment of the CEO and a thorough review of the market benchmarking data discussed below. The CEO pay recommendations put forth by the Compensation Committee are then reviewed and subject to approval by the Board.

The pay packages for the other NEOs are set by the Compensation Committee after taking into consideration the recommendations of the CEO. Individual pay decisions are based on an assessment of the CEO’sindividual executive, utilizing the following criteria:

1.

Contribution

Value to IDEX; short- and long-term

Individual contribution and impact to team performance

2.

Market attractiveness

Supply-demand of role

Experience, background, track record

3.

Replacement difficulty

Challenge of replacing the role with equivalent capability

4.

Experience in role

Overall experience in current or similar role

5.

Company Performance

In determining the long-term incentive award value, the Compensation Committee reviews the Company’s performance relative to our peers against key performance indicators, including growth and returns and stock price performance

The Compensation Committee has the latitude to adjust awards up and down relative to the executives’ target

The Compensation Committee reviews pay positiondata from two primary sources (third party surveys and peer company data) as described under “Setting Executive Compensation.”

Our PSU grantone input in determining appropriate target compensation levels. The Compensation Committee utilizes the expertise of its independent compensation consultant, F.W. Cook, in developing compensation recommendations for the 2014-2016 performance period resulted inNEOs, including the CEO. The Compensation Committee believes that to attract and retain

qualified management, total direct compensation should be competitively targeted within a 141% payoutrange that includes the market median for comparable positions at comparable companies, with market compensation data being only one of many factors considered by the Compensation Committee when setting the compensation levels for any particular executive. While an individual executive’s target compensation is positioned within the competitive range based on the individual factors listed above, actual compensation in any given year should and does vary from target based on Company and individual performance.

The Compensation Committee undertook a review and analysis to ensure that the 2018 executive compensation programs appropriately reflected the market for talent. The Compensation 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 2018 executive compensation market analysis for the NEOs.

Survey Data

The Willis Towers Watson Executive Compensation Database Survey and the Equilar Top 25 Survey were used because they include a broad range of manufacturing companies that are comparable to the Company in size, geography and industry.

35% TSR, which ranked

Peer Companies

The peer group of companies identified below consists of companies that are similar to the Company in terms of their size (i.e., revenue, and market capitalization), diversified industry profile (ranging from customized manufacturing solutions to emerging markets in highly specialized health science technology), investment in research and development and global presence. In addition, the peer companies have executive officer positions that are comparable to the Company’s in terms of breadth, complexity and scope of responsibilities. F.W. Cook reviewed the composition of the peer group used to benchmark pay in 2017 with the Compensation Committee. Based on that review, for 2018 the Compensation Committee removed CLARCOR Inc. because it was acquired by Parker-Hannifin Corporation.

Actuant Corporation

AMETEK, Inc.

Bruker Corporation

Colfax Corporation

Crane Co.

Donaldson Company, Inc.

Dover Corporation

Flowserve Corporation

Graco Inc.

ITT Corporation

KLA-Tencor Corporation

Lincoln Electric Holdings, Inc.

Nordson Corporation

Pentair Ltd.

PerkinElmer, Inc.

Roper Technologies, Inc.

SPX Flow, Inc.

Watts Water Technologies, Inc.

Woodward, Inc.

Xylem Inc.

The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. As such, with the assistance of management and F.W. Cook, the Compensation Committee developed an aggregate composite of the market data to establish target compensation levels for the executives weighted as the 58th percentile when compared to companies in the S&P 400 Midcap Industrials Index.follows:

Position(s) Survey
Weighting		 Peer
Group
Weighting		 Rationale
President and Chief Executive Officer; and Senior Vice President and Chief Financial Officer 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.
Senior Vice President, General Counsel and Corporate Secretary 70% 30% Limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data.

Senior Vice President and Chief Operating Officer; and Senior Vice President and Chief Human Resources

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.

Other Compensation Components

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 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 2016“Narrative to 2018 Summary Compensation Table,” the Pension Benefits at 2016 Fiscal Year End table below, the“Narrative to Nonqualified Deferred Compensation at 20162018 Fiscal Year End table,Table,” and the discussion under “Potential Payments upon Termination or Change in Control.”

Severance and Change in Control Benefits

Each of the NEOs areis 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. For additional information, see the section below entitled Potential“Potential Payments upon Termination or Change in Control.”

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 entitled to limited use of

the Company’s leased aircraft fornon-business purposes. For further details on these perquisites, see the “Narrative to 2018 Summary Compensation Table” below.

Other Executive Compensation Matters

Stock Grant Practices

For all newly issued stock option awards, the exercise price of the stock option award will be the closing price of our Common Stock on the NYSE on the date of the grant. If the grant date for the annual awards falls on a weekend, the

exercise price of stock option awards will be the closing price of our Common Stock on the NYSE on the last trading day preceding the date of grant.

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 and modified in 2015.Stock as follows:

 

Executive           

Ownership as a Multiple  

of Base Salary  

 

CEO

  5x  

CFO, COO

  3x  

Other NEOs

  2x  

NEOs must comply with these ownership requirements within five years of their date of hire or promotion. Counted for purposes of satisfying ownership requirements are shares directly owned, and unvested restricted shares and performance stock unitsPSUs at target. As of December 31, 2016,2018, all NEOs had met or were proceeding towards meetingexceeded the ownership guidelines within the applicable five-year period.guidelines.

Hedging and Pledging

All directors and officers of the Company are prohibited from (i) pledging Company securities (including through holding Company securities in margin accounts) and (ii) 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 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,Common Stock, such aszero-cost collars and forward sales contracts.

Clawbacks

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:

 

the Company’s financial statements have been restated due to 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 affectedaffected by the calculation was earned or awarded within three years of the restatement.

TaxGross-Up Provisions

In February 2011, the Compensation Committee adopted a policy that theThe Company willhas not enterentered into any new agreements that include excise taxgross-up provisions with respect to payments contingent upon a change in control since the adoption of such a policy by the Company.Compensation Committee in February 2011. No executives are eligible for an excise taxgross-up.

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

Accounting and Tax Implications — Deductibility of Executive Compensation

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. CashPreviously, many of the awards performance stock units and stock options granted under the Incentive Award Plan

arewere generally intended to satisfy the requirements for performance-based compensation under Internal Revenue Code (IRC)IRC Section 162(m). Restricted stock awards (which vest basedHowever, the Tax Cuts and Jobs Act (the “Act”), which became law on continued employment with the Company) do not qualify as performance-based compensation and, therefore, may not betax-deductible as a result of the limitations ofDecember 22, 2017, significantly amended IRC Section 162(m).

Pursuant to the Act, the definition of “covered employees” under IRC Section 162(m) limitswas amended to expand the scope of executive officers subject to the deduction limitation, including coverage of a company’s chief financial officer. The Act also eliminated the performance-based compensation exception with respect to tax deductibility byyears beginning January 1, 2018, but included a transition rule with respect to compensation that is provided pursuant to a written binding contract that was in effect on November 2, 2017 and not materially modified after that date. Accordingly, commencing in 2018, the CompanyCompany’s tax deduction with regard to compensation of annual compensation in excess of“covered employees” is limited to $1 million 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. per taxable year for each officer.

While it is a goal of the Compensation Committee to maximize the deductibility of executive compensation, the Compensation Committee retains the discretion to compensate officers in 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 istalent, while also consistent with its compensation philosophy and is in the Company’s and its stockholders’ best interests. Accordingly, achieving these goals may have resulted (and may continue to result, in light of the recent changes in law) in compensation that, in certain cases, is not deductible for federal income tax purposes. The Compensation Committee did not make any significant changes to the Company’s executive compensation program for 2018 in response to the changes to IRC Section 162(m).

 

2016Risk Assessment

The Compensation Committee periodically reviews the potential risks arising from our compensation policies, practices and programs to determine whether any potential risks are material to the Company. In approving the 2018 compensation program design, the Compensation Committee engaged in discussions with its independent compensation consultant and management 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 incentivize 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 this review, the 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 long-term, stock-based performance opportunities;

multiple 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

oversight by an independent compensation committee.

Compensation Committee Report

The Compensation Committee has reviewed the 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.

Livingston L. Satterthwaite, Chair

Katrina L. Helmkamp

David C. Parry

Cynthia J. Warner

2018 Summary Compensation Table

The table below and related footnotes summarize the total compensation earned or paid in 2016, 20152018, 2017 and 20142016 for the Company’s CEO, CFO, and each of the three most highly compensated executive officers other than the CEO and CFO.

 

Name and Principal Position Year  Salary  Bonus  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,

Chairman, President and

Chief Executive Officer

  2016   $949,347       $3,726,999   $2,500,008   $1,203,048       $268,444   $8,647,846 
  2015   921,808    3,781,015   1,750,014   593,280    368,274   7,414,391 
  

 

2014

 

 

 

  

 

895,385

 

 

 

      

 

3,614,094

 

 

 

  

 

1,584,274

 

 

 

  

 

1,350,000

 

 

 

      

 

340,046

 

 

 

  

 

7,783,799

 

 

 

Michael J. Yates, Vice

President, Interim Chief

Financial Officer and Chief

Accounting Officer (6) (7)

  2016   $362,921    $704,827   $136,988   $252,945    $70,104   $1,527,785 
  
                                    

Heath A. Mitts, Former Senior

Vice President and Chief

Financial Officer (8)

  2016   $364,348    $693,032   $464,876   $-        $78,212   $1,600,468 
  2015   485,169    832,011   385,050   234,192    123,611   2,060,033 
  

 

2014

 

 

 

  

 

471,592

 

 

 

      

 

862,913

 

 

 

  

 

378,198

 

 

 

  

 

533,000

 

 

 

      

 

118,256

 

 

 

  

 

2,363,959

 

 

 

Eric D. Ashleman, Senior Vice

President, Chief Operating

Officer

  2016   $512,058    $768,241   $515,016   $486,675    $129,653   $2,411,643 
  2015   453,704    1,018,365   672,774   213,071    113,576   2,471,490 
  

 

2014

 

 

 

  

 

404,138

 

 

 

      

 

735,379

 

 

 

  

 

322,245

 

 

 

  

 

430,500

 

 

 

      

 

90,191

 

 

 

  

 

1,982,454

 

 

 

Denise R. Cade, Senior Vice

President, General Counsel

and Corporate Secretary (7)

  2016   $430,128   $228,000 (9)   $354,873   $238,004   $327,046    $72,659   $1,650,710 
  
                           

Daniel J. Salliotte, Senior Vice

President, Mergers &

Acquisitions and Treasury (7)

  2016   $322,637    $549,025   $200,008   $265,766   $3,604   $66,589   $1,407,629 
  
                           
Name and Principal Position Year  Salary
($)		  Bonus
($)		  Stock
Awards
($) (1)		  Option
Awards
($) (2)		  Non-Equity
Incentive
Compensation
Plan ($) (3)		  

All Other
Compensation

($) (4)

  Total
($)		 

 

Andrew K. Silvernail,

Chairman, President and

Chief Executive Officer

 

 

 

 

2018

 

 

 

 

 

 

996,808

 

 

     

 

 

 

4,117,376

 

 

 

 

 

 

2,625,002

 

 

 

 

 

 

1,968,000

 

 

 

 

 

 

418,464

 

 

 

 

 

 

10,125,650

 

 

 

 

 

 

2017

 

 

 

 

 

 

977,900

 

 

  

 

 

 

2,730,307

 

 

 

 

 

 

2,200,053

 

 

 

 

 

 

1,779,954

 

 

 

 

 

 

343,028

 

 

 

 

 

 

8,031,242

 

 

 

 

 

 

2016

 

 

 

 

 

 

949,347

 

 

     

 

 

 

3,726,999

 

 

 

 

 

 

2,500,008

 

 

 

 

 

 

1,203,048

 

 

 

 

 

 

268,444

 

 

 

 

 

 

8,647,846

 

 

 

William K. Grogan,

Senior Vice President and

Chief Financial Officer (5)

 

 

 

 

2018

 

 

 

 

 

 

463,808

 

 

  

 

 

 

785,139

 

 

 

 

 

 

500,181

 

 

 

 

 

 

578,100

 

 

 

 

 

 

123,367

 

 

 

 

 

 

2,450,595

 

 

 

 

 

 

2017

 

 

 

 

 

 

429,688

 

 

  

 

 

 

921,635

 

 

 

 

 

 

839,392

 

 

 

 

 

 

554,693

 

 

 

 

 

 

79,829

 

 

 

 

 

 

2,825,237

 

 

                                

 

Eric D. Ashleman, Senior Vice

President and Chief Operating

Officer

 

 

 

 

2018

 

 

 

 

 

 

574,519

 

 

  

 

 

 

1,114,356

 

 

 

 

 

 

710,045

 

 

 

 

 

 

767,520

 

 

 

 

 

 

156,558

 

 

 

 

 

 

3,322,998

 

 

 

 

 

 

2017

 

 

 

 

 

 

527,519

 

 

  

 

 

 

760,412

 

 

 

 

 

 

612,540

 

 

 

 

 

 

720,154

 

 

 

 

 

 

129,352

 

 

 

 

 

 

2,749,977

 

 

 

 

 

 

2016

 

 

 

 

 

 

512,058

 

 

     

 

 

 

768,241

 

 

 

 

 

 

515,016

 

 

 

 

 

 

486,675

 

 

 

 

 

 

129,653

 

 

 

 

 

 

2,411,643

 

 

 

Denise R. Cade, Senior Vice

President, General Counsel

and Corporate Secretary

 

 

 

 

2018

 

 

 

 

 

 

457,231

 

 

  

 

 

 

701,752

 

 

 

 

 

 

447,620

 

 

 

 

 

 

528,080

 

 

 

 

 

 

127,374

 

 

 

 

 

 

2,262,057

 

 

  2017   443,100    431,710   347,593   524,248   104,609   1,851,260 
  2016   430,128   228,000   354,873   238,004   327,046   72,659   1,650,710 

 

Jeffrey D. Bucklew,

Senior Vice President and Chief

Human Resources Officer (5)

 

 

 

 

2018

 

 

 

 

 

 

395,635

 

 

  

 

 

 

533,894

 

 

 

 

 

 

340,032

 

 

 

 

 

 

459,200

 

 

 

 

 

 

109,081

 

 

 

 

 

 

1,837,842

 

 

  2017   375,185    359,951   290,043   478,039   91,305   1,594,523 
                        

 

(1)

Reflects the aggregate grant date fair value of restricted stock awards and PSUs for the year indicated in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of those awards granted in 2016,2018, see note 1314 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2016.2018. For PSUs granted in 2016,2018, the grant date fair value is based on the probable outcome of the related performance conditions which reflects the target level of performance. The grant date fair value of the PSUs granted in 20162018 based on the maximum level of performance is as follows: Mr. Silvernail, $9,317,498;$10,293,440; Mr. Yates, $511,195; Mr. Mitts, $1,732,581;Grogan, $1,962,847; Mr. Ashleman, $1,920,658;$2,785,889; Ms. Cade, $887,237;$1,754,379; and Mr. Salliotte, $746,514. Mr. Mitts forfeited his 2016 grant of PSUs upon his termination of employment with the Company.Bucklew, $1,334,736. All shares of restricted stock are eligible for dividend equivalent payments when paid on the Company’s Common Stock and, with respect to performance stock units,PSUs, cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period.

(2)

Reflects the aggregate grant date fair value for the year indicated in accordance with FASB ASC Topic 718. For a discussion of assumptions made in the valuation of stock options granted in 2016,2018, see note 1314 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2016.2018.

(3)Reflects

For 2018, reflects the annual cash bonus under the MICP; for prior years, reflects Messrs. Silvernail’s, Ashleman’s and Ashleman’sBucklew’s, and Ms. Cade’s annual cash performance award under the Incentive Award PlanIAP and the annual cash bonus under the MICP for Messrs. Mitts, Yates and Salliotte,Mr. Grogan, in each case, earned in the year reported.

(4)Represents the aggregate increase/decrease in actuarial value under the Pension Plan (see the narrative to this table below for further details and the narrative to the Pension Benefits at 2016 Fiscal Year End table for descriptions of the Pension Plan).
(5)

Consists of the following for 2016:2018:

Name

 

Contribution to
401(k) Plan,

Defined
Contribution
Plan and
Accrued

SERP Benefits

 

  

Automotive,
Supplemental
Disability (a)

 

  

Aircraft (b)

 

  

Other
Payments (c)

 

  

Total

 

  

Company

Contribution to
401(k) Plan,

Defined
Contribution
Plan and
Accrued

SERP Benefits
($)

 

  

Automotive,
Supplemental
Disability ($) (a)

 

  

Aircraft ($) (b)

 

  

  Total ($)  

 

 
 

Andrew K. Silvernail

 $151,998    $27,411    $86,509    $2,526    $268,444    

 

 

 

 

289,291  

 

 

 

 

 

 

 

 

 

28,191  

 

 

 

 

 

 

 

 

 

100,982  

 

 

 

 

 

 

 

 

 

418,464  

 

 

 

 

  

Michael J. Yates

 49,817    19,990     -      297    70,104   
 

Heath A. Mitts

 60,753    16,752     -      707    78,212   

William K. Grogan

 

 

 

 

 

101,850  

 

 

 

 

 

 

 

 

 

21,517  

 

 

 

 

 

 

 

 

 

-    

 

 

 

 

 

 

 

 

 

123,367  

 

 

 

 

  

Eric D. Ashleman

 74,326    21,689     -      33,638    129,653    

 

 

 

 

134,716  

 

 

 

 

 

 

 

 

 

21,842  

 

 

 

 

 

 

 

 

 

-    

 

 

 

 

 

 

 

 

 

156,558  

 

 

 

 

  

Denise R. Cade

 50,299    22,360     -       -      72,659    

 

 

 

 

102,713  

 

 

 

 

 

 

 

 

 

24,661  

 

 

 

 

 

 

 

 

 

-    

 

 

 

 

 

 

 

 

 

127,374  

 

 

 

 

  

Daniel J. Salliotte

  

 

47,613  

 

 

 

  

 

18,714  

 

 

 

  

 

-    

 

 

 

  

 

262  

 

 

 

  

 

66,589  

 

 

 

Jeffrey D. Bucklew

 

 

 

 

 

86,787  

 

 

 

 

 

 

 

 

 

22,294  

 

 

 

 

 

 

 

 

 

-    

 

 

 

 

 

 

 

 

 

109,081  

 

 

 

 

 

 (a)

Consists of auto allowance and gas allowance and supplemental disability premiums.

 (b)

Represents Mr. Silvernail’s personal use of the Company’s leased aircraft. The Company’s methodology for calculating the value of the personal use of the Company leased 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.

(5)(c)Represents one-time reimbursement for taxes withheld

Messrs. Grogan and Bucklew were not NEOs in connection with FICA on SERP contributions for Messrs. Silvernail, Yates, Ashleman and Salliotte, one-time reimbursement for taxes withheld in connection with automotive allowance and supplemental disability for Mr. Mitts, and relocation expenses for Mr. Ashleman of $32,603.2016.

(6)Mr. Yates served as our Interim Chief Financial Officer from September 9, 2016 to December 31, 2016.
(7)None of Messrs. Yates or Salliotte or Ms. Cade were named executive officers in 2015 or 2014.
(8)Mr. Mitts’ employment with the Company terminated on September 9, 2016.
(9)Represents the signing bonus paid to Ms. Cade in March 2016 pursuant to the terms of her employment offer letter.

Narrative to 2018 Summary Compensation Table

Perquisites and Supplemental Disability

In addition to benefits generally available to all other U.S.-basednon-union employees, the CEO and other NEOs receive an auto allowance and 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.-basednon-union employees. The group long-term disability plan provides an annual benefit of 60% of the first $300,000 of base salary, or an annual maximum benefit of $180,000 per year. For the NEOs, the supplemental program provides an annual benefit of 60% of their base salary above $300,000, with a maximum supplemental benefit of $60,000 per year. The CEO is also offered the personal use of the Company leased aircraft (limited to 25 hours per year)year covered by the Company and up to an additional 25 hours per year for which the CEO is required to reimburse the Company for all incremental costs related to such additional use).

Retirement Benefits

The Company maintains twoatax-qualified retirement plansplan for all employees, the IDEX Corporation Savings Plan, in which the CEO and other NEOs participate: the IDEX Corporation Savings Plan,participate, which consists of a 401(k) with a prescribed matching contribution (401(k)) and a defined contribution portion (Defined Contribution), and the IDEX Corporation Retirement Plan, which is a defined benefit plan (Pension Plan). Mr. Salliotte is the only NEO who has accrued benefits under the Pension Plan. None of the NEOs actively accrued any benefits under the Pension Plan in 2016.

Defined Contribution

The Defined Contribution portion of the IDEX Corporation Savings Plan is an ongoingtax-qualified “defined contribution” plan that provides contributions based on a participant’s compensation 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
Compensation
40 but less than 55 4.0% of Eligible
Compensation
55 but less than 70 4.5% of Eligible
Compensation
70 or more 5.0% of Eligible
Compensation

Under the plan, participants are entitled to receive thelump-sum value of their vested account at termination of employment subject to distribution rules under the law. Account balances are 100% vested after three years of service.

401(k)

The 401(k) is an ongoingon-goingtax-qualifiedtax-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. The matching contribution vests 20% for each year of service and is 100% vested after 5 years of service.

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 theone-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) (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. Salliotte chose to begin participation in the Defined Contribution Plan. He has a frozen

benefit under the Pension Plan as of December 31, 2005. The monthly accrued benefit for Mr. 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. The other NEOS are not Pension Plan participants and were never eligible for the Pension Plan.

20162018 Grants of Plan-Based Awards

The following table provides information on plan-based awards for all NEOs for 2016.2018.

 

    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 (5)

    

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 (#)		  

 

All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)

  

 

Exercise or
Base Price of
Option
Awards
($/Sh)
(3)

  

 

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

 
Name Grant Date    Threshold     Target        Maximum     Threshold    Target    Maximum     Grant Date  

Threshold

($)

 

Target

($)

  

Maximum

($)

   Threshold
   (#)		  

  Target  

(#)

  

  Maximum  

(#)

 

Andrew K. Silvernail

 02/19/2016  $0  $954,800  N/A  11,150  33,450  83,625   -      135,870  74.74  $6,227,007  

 

 

 

 

02/22/2018

 

 

 

 

 

 

0 

 

 

 

 

 

 

1,200,000

 

 

 

 

 

 

2,400,000 

 

 

 

 

 

 

6,337

 

 

 

 

 

 

 

 

 

19,010

 

 

 

 

 

 

 

 

 

47,525

 

 

 

 

 

 

 

 

 

-    

 

 

 

 

 

 

 

 

 

69,170

 

 

 

 

 

 

 

 

 

138.12

 

 

 

 

 

 

 

 

 

6,742,378

 

 

 

 

Michael J. Yates

 02/19/2016  0  200,750  401,500  612  1,835  4,588   -      7,445  74.74  $341,444 
 08/31/2016              5,355   -       -      $500,371 

Heath A. Mitts

 02/19/2016  0  376,875  753,750  2,073  6,220  15,550   -      25,265  74.74  $1,157,908 

William K. Grogan

 

 

 

 

 

02/22/2018

 

 

 

 

 

 

0 

 

 

 

 

 

 

352,500

 

 

 

 

 

 

705,000 

 

 

 

 

 

 

1,208

 

 

 

 

 

 

 

 

 

3,625

 

 

 

 

 

 

 

 

 

9,063

 

 

 

 

 

 

 

 

 

-    

 

 

 

 

 

 

 

 

 

13,180

 

 

 

 

 

 

 

 

 

138.12

 

 

 

 

 

 

 

 

 

1,285,320

 

 

 

 

Eric D. Ashleman

 02/19/2016  0  386,250  N/A  2,298  6,895  17,238   -      27,990  74.74  $1,283,257  

 

 

 

 

02/22/2018

 

 

 

 

 

 

0 

 

 

 

 

 

 

468,000

 

 

 

 

 

 

936,000 

 

 

 

 

 

 

1,715

 

 

 

 

 

 

 

 

 

5,145

 

 

 

 

 

 

 

 

 

12,863

 

 

 

 

 

 

 

 

 

-    

 

 

 

 

 

 

 

 

 

18,710

 

 

 

 

 

 

 

 

 

138.12

 

 

 

 

 

 

 

 

 

1,824,401

 

 

 

 

Denise R. Cade

 02/19/2016  0  259,560  N/A  1,062  3,185  7,963   -      12,935  74.74  $592,877  

 

 

 

 

02/22/2018

 

 

 

 

 

 

0 

 

 

 

 

 

 

322,000

 

 

 

 

 

 

644,000 

 

 

 

 

 

 

1,080

 

 

 

 

 

 

 

 

 

3,240

 

 

 

 

 

 

 

 

 

8,100

 

 

 

 

 

 

 

 

 

-    

 

 

 

 

 

 

 

 

 

11,795

 

 

 

 

 

 

 

 

 

138.12

 

 

 

 

 

 

 

 

 

1,149,372

 

 

 

 

Daniel J. Salliotte

 02/19/2016  0  210,925  421,850  893  2,680  6,700   -      10,870  74.74  $498,614 
 08/31/2016              2,680   -       -      $250,419 

Jeffrey D. Bucklew

 

 

 

 

 

02/22/2018

 

 

 

 

 

 

0 

 

 

 

 

 

 

280,000

 

 

 

 

 

 

560,000 

 

 

 

 

 

 

822

 

 

 

 

 

 

 

 

 

2,465

 

 

 

 

 

 

 

 

 

6,163

 

 

 

 

 

 

 

 

 

-    

 

 

 

 

 

 

 

 

 

8,960

 

 

 

 

 

 

 

 

 

138.12

 

 

 

 

 

 

 

 

 

873,926

 

 

 

 

 

(1)For Messrs. Silvernail and Ashleman and Ms. Cade, target amount reflects payment level under the Incentive Award Plan at 100%, 75% and 60% respectively, of base salary. The Incentive Award Plan has no individual maximum payment amount; however the Compensation Committee limits payout to 200% of target. See “Short-Term Incentives — Annual Bonus” under “COMPENSATION DISCUSSION AND ANALYSIS.” For Messrs. Yates, Mitts and Salliotte, the amounts

Amounts reflect payment levels under the MICP based upon 2016at a percentage of base salary levels, applicable individual target bonus,for each executive and a Business Performance Factor of 0% for threshold, 100% for target and 200% for maximum. See “Short-Term Incentives” under “Compensation Discussion and Analysis — 2018 Executive Compensation Program.” The amounts actually earned by the NEOs are reflected in theNon-Equity Incentive Plan Compensation column in the 20162018 Summary Compensation Table.

(2)

Reflects the range of the number of shares of Common Stock that could be issued pertaining to the performance stock unitsPSUs awarded in 20162018 under the Incentive Award Plan.IAP. The target number of performance stock unitsPSUs is used to determine the grant date fair value for this award.

(3)Reflects the number of shares of restricted stock awarded in 2016 under the Incentive Award Plan.

(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.IAP.

(5)(4)

Represents the grant date fair value of restricted stock awards, PSUs and stock options granted under the IAP to each NEO in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of those awards, see note 1314 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2016.2018. For PSUs, the grant date fair value is based on the probable outcome of the related performance conditions which reflects the target level of performance. The grant date fair value of the PSUs granted in 20162018 based on the maximum level of performance is as follows: Mr. Silvernail, $9,317,498;$10,293,440; Mr. Yates, $511,195; Mr. Mitts, $1,732,581;Grogan, $1,962,847; Mr. Ashleman, $1,920,658;$2,785,889; Ms. Cade, $887,237;$1,754,379; and Mr. Salliotte, $746,514. All shares of restricted stock are eligible for dividend equivalent payments when paid on the Company’s Common Stock and, withBucklew, $1,334,736. With respect to PSUs, cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period. For options, the actual value an NEO realizes from the stock option will depend on the difference between the market price of the underlying share at exercise and the exercise price of the stock option established at the time of the grant.

Narrative to 20162018 Grants of Plan-Based Awards Table

Stock options awarded to the NEOs in 20162018 had the following characteristics:

 

all are nonqualified stock options;

 

all have an exercise price equal to the closing price of the Company’s Common Stock on the grant date;

 

all vest annually in equal amounts over a four-year period based on the NEO’s continued service;

all vest upon retirement if retirement eligible (NEO(for the CEO as defined in his employment agreement and for NEOs other than the CEO, 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); and

 

all expire 10 years after the date of grant.

Performance stock units

PSUs awarded to the NEOs in 20162018 had the following characteristics:

 

all have a three-year performance period with vesting based on relative total shareholder return;TSR and the NEO’s continued service;

 

all shares vest upon retirement if the NEO is retirement eligible (NEO(for the CEO as defined in his employment agreement and for NEOs other than the CEO, the NEO is retirement eligible when he or she 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 the Company’s actual achievement ofTSR as compared to the Company againstcompanies in the relative TSR goalRussell Midcap Index 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.

Restricted stock awards granted to Messrs.Yates and Salliotte in 2016 had the following characteristics:

all awards cliff-vest three years after the grant date based on the NEO’s continued service;

all shares vest upon retirement if the NEO is 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);

all shares receive dividend equivalent payments in the same amount as dividends paid on the Company’s Common Stock at the time such dividends are paid; and

for Mr. Yates’ restricted stock grant, shares will vest if he is terminated by the Company without cause.

Outstanding Equity Awards at 20162018 Fiscal Year End

The following table provides information on all performance stock unit,PSU, restricted stock and stock option awards held by the NEOs as of December 31, 2016.2018.

 

 Option Awards  Stock Awards  

 

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)

  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)

 

   

 

Exercisable

(#) (1)

 

  

 

Unexercisable

(#) (1)

 

 

Andrew K. Silvernail

 71,520   -       42.86  02/21/2022  18,885   $1,700,783  99,077  $8,922,875  

 

 

 

81,120

 

 

 

 

 

 

-    

 

 

 

 

 

 

72.73

 

 

 

 

 

 

02/13/2024

 

 

 

 

 

 

-    

 

 

 

 

 

 

-    

 

 

 

 

 

 

77,985

 

 

 

 

 

 

9,846,387

 

 

 54,393  18,132   50.45  02/15/2023         

 

 

 

64,338

 

 

 

 

 

 

21,447

 

 

 

 

 

 

78.43

 

 

 

 

 

 

02/20/2025

 

 

       
 40,560  40,560   72.73  02/13/2024         

 

 

 

67,935

 

 

 

 

 

 

67,935

 

 

 

 

 

 

74.74

 

 

 

 

 

 

02/19/2026

 

 

       
 21,446  64,339   78.43  02/20/2025         

 

 

 

22,793

 

 

 

 

 

 

68,382

 

 

 

 

 

 

93.27

 

 

 

 

 

 

02/22/2027

 

 

       
  -      135,870   74.74  02/19/2026             

 

 

 

-    

 

 

 

 

 

 

69,170

 

 

 

 

 

 

138.12

 

 

 

 

 

 

02/22/2028

 

 

           

Michael J. Yates

 8,947   -       31.77  03/02/2020  6,400   576,384  5,358  482,541 
 10,533   -       31.77  03/02/2020        

William K. Grogan

 

 

 

 

843

 

 

 

 

 

 

-    

 

 

 

 

 

 

50.45

 

 

 

 

 

 

02/15/2023

 

 

 

 

 

 

5,485

 

 

 

 

 

 

692,536

 

 

 

 

 

 

12,725

 

 

 

 

 

 

1,606,659

 

 

 12,740   -       40.89  02/22/2021         

 

 

 

1,798

 

 

 

 

 

 

-    

 

 

 

 

 

 

72.73

 

 

 

 

 

 

02/13/2024

 

 

       
 21,230   -       40.89  02/22/2021         

 

 

 

1,383

 

 

  

 

 

 

67.49

 

 

 

 

 

 

10/15/2024

 

 

       
 13,410   -       42.86  02/21/2022         

 

 

 

1,931

 

 

 

 

 

 

644

 

 

 

 

 

 

78.43

 

 

 

 

 

 

02/20/2025

 

 

       
 4,665  1,555   50.45  02/15/2023         

 

 

 

2,717

 

 

 

 

 

 

2,718

 

 

 

 

 

 

74.74

 

 

 

 

 

 

02/19/2026

 

 

       
 2,317  2,318   72.73  02/13/2024         

 

 

 

5,278

 

 

 

 

 

 

15,837

 

 

 

 

 

 

91.22

 

 

 

 

 

 

01/03/2027

 

 

       
 1,141  3,424   78.43  02/20/2025         

 

 

 

3,516

 

 

 

 

 

 

10,549

 

 

 

 

 

 

93.27

 

 

 

 

 

 

02/22/2027

 

 

       
  -      7,445   74.74  02/19/2026             

 

 

 

-    

 

 

 

 

 

 

13,180

 

 

 

 

 

 

138.12

 

 

 

 

 

 

02/22/2028

 

 

           

Eric D. Ashleman

 5,058  1,687   50.45  02/15/2023  13,318   1,199,419  18,754  1,688,986  

 

 

 

-    

 

 

 

 

 

 

3,647

 

 

 

 

 

 

78.43

 

 

 

 

 

 

02/20/2025

 

 

 

 

 

 

-    

 

 

 

 

 

 

-    

 

 

 

 

 

 

21,570

 

 

 

 

 

 

2,723,429

 

 

 8,250  8,250   72.73  02/13/2024         

 

 

 

-    

 

 

 

 

 

 

8,850

 

 

 

 

 

 

77.61

 

 

 

 

 

 

07/15/2025

 

 

       
 3,646  10,939   78.43  02/20/2025         

 

 

 

-    

 

 

 

 

 

 

13,995

 

 

 

 

 

 

74.74

 

 

 

 

 

 

02/19/2026

 

 

       
  -      17,700   77.61  07/15/2025         

 

 

 

6,346

 

 

 

 

 

 

19,039

 

 

 

 

 

 

93.27

 

 

 

 

 

 

02/22/2027

 

 

       
  -      27,990   74.74  02/19/2026             

 

 

 

-    

 

 

 

 

 

 

18,710

 

 

 

 

 

 

138.12

 

 

 

 

 

 

02/22/2028

 

 

           

Denise R. Cade

 2,091  6,274   76.79  10/26/2025  2,120   190,927  5,033  453,272  

 

 

 

2,091

 

 

 

 

 

 

2,092

 

 

 

 

 

 

76.79

 

 

 

 

 

 

10/26/2025

 

 

 

 

 

 

-    

 

 

 

 

 

 

-    

 

 

 

 

 

 

12,565

 

 

 

 

 

 

1,586,457

 

 

 -      12,935   74.74  02/19/2026             

 

 

 

-    

 

 

 

 

 

 

6,468

 

 

 

 

 

 

74.74

 

 

 

 

 

 

02/19/2026

 

 

       

Daniel J. Salliotte

 4,240   -       40.89  02/22/2021  3,700   333,222  6,642  598,178 
 

 

 

 

3,601

 

 

 

 

 

 

10,804

 

 

 

 

 

 

93.27

 

 

 

 

 

 

02/22/2027

 

 

       
 

 

 

 

-    

 

 

 

 

 

 

11,795

 

 

 

 

 

 

138.12

 

 

 

 

 

 

02/22/2028

 

 

           

Jeffrey D. Bucklew

 

 

 

 

8,755

 

 

 

 

 

 

-    

 

 

 

 

 

 

72.73

 

 

 

 

 

 

02/13/2024

 

 

 

 

 

 

-    

 

 

 

 

 

 

-    

 

 

 

 

 

 

10,240

 

 

 

 

 

 

1,292,903

 

 

 11,410   -       42.86  02/21/2022         

 

 

 

6,885

 

 

 

 

 

 

2,295

 

 

 

 

 

 

78.43

 

 

 

 

 

 

02/20/2025

 

 

       
 5,343  1,782   50.45  02/15/2023         

 

 

 

6,620

 

 

 

 

 

 

6,620

 

 

 

 

 

 

74.74

 

 

 

 

 

 

02/19/2026

 

 

       
 2,245  2,245   72.73  02/13/2024         

 

 

 

3,005

 

 

 

 

 

 

9,015

 

 

 

 

 

 

93.27

 

 

 

 

 

 

02/22/2027

 

 

       
 1,116  3,349   78.43  02/20/2025         

 

 

 

-    

 

 

 

 

 

 

8,960

 

 

 

 

 

 

138.12

 

 

 

 

 

 

02/22/2028

 

 

           
  -      10,870   74.74  02/19/2026            

 

(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. Mr. Ashleman’s July 15, 2015 grant will vestvested 50% on July 15, 2018 and will vest 50% on July 15, 2019. Except with respect to Mr. Silvernail’s stock option grants (as discussed in “Potential Payments upon Termination or Change in Control”), all stock options granted prior to 2015 will vest 100% upon a change in control. Stock options granted in or after 2015 and 2016 vest 100% upon a qualifying termination of employment following a change in control.

(2)

The following table sets forth grant and vesting information for the outstanding restricted stock awards for all NEOs. Except with respect to Mr. Silvernail’sGrogan, the only NEO who holds an outstanding restricted stock grants (as discussed in “Potential Payments upon Termination or Change in Control”), all shares granted prior to 2015 vest 100% upon a change in control of the Company. Shares granted in 2015 and 2016award. The award will vest 100% upon a qualifying termination of employment following a change in control.

  

 

 Grant Date  # 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

  02/13/2014   9,320   72.73   9,320   839,359  100% vest on 02/13/2017
     
   

 

02/20/2015

 

 

 

  

 

9,565

 

 

 

  

 

78.43

 

 

 

  

 

9,565

 

 

 

  

 

861,424

 

 

 

 100% vest on 02/20/2018

 

Michael J. Yates

  02/13/2014   535   72.73   535   48,182  100% vest on 02/13/2017
     
   02/20/2015   510   78.43   510   45,931  100% vest on 02/20/2018
     
   

 

08/31/2016

 

 

 

  

 

5,355

 

 

 

  

 

93.44

 

 

 

  

 

5,355

 

 

 

  

 

482,271

 

 

 

 100% vest on 08/31/2019

 

Eric D. Ashleman

  02/15/2013   9,915   50.45   4,958   446,517  100% vest on 02/15/2017
     
   02/13/2014   1,895   72.73   1,895   170,664  100% vest on 02/13/2017
     
   02/20/2015   1,630   78.43   1,630   146,798  100% vest on 02/20/2018
     
   

 

07/15/2015

 

 

 

  

 

4,835

 

 

 

  

 

77.61

 

 

 

  

 

4,835

 

 

 

  

 

435,440

 

 

 

 100% vest on 07/15/2018

 

Denise R. Cade

 

  

 

10/26/2015

 

 

 

  

 

2,120

 

 

 

  

 

76.79

 

 

 

  

 

2,120

 

 

 

  

 

190,927

 

 

 

 100% vest on 10/26/2018

 

Daniel J. Salliotte

  02/13/2014   520   72.73   520   46,831  100% vest on 02/13/2017
     
   02/20/2015   500   78.43   500   45,030  100% vest on 02/20/2018
     
   

 

08/31/2016

 

 

 

  

 

2,680

 

 

 

  

 

93.44

 

 

 

  

 

2,680

 

 

 

  

 

241,361

 

 

 

 100% vest on 08/31/2019

 

  

 

 Grant Date  

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

 

William K. Grogan

 

 

 

 

 

 

01/03/2017

 

 

 

 

 

 

 

 

 

5,485

 

 

 

 

 

 

 

 

 

91.22

 

 

 

 

 

 

 

 

 

5,485

 

 

 

 

 

 

 

 

 

692,536

 

 

 

 

 

 

100% vest on 01/03/2020

 

 

(3)

Determined based upon the closing price of the Company’s Common Stock on December 31, 20162018 of $90.06.$126.26.

(4)

Represents the number and value of outstanding PSU grantsawards based on performance as of December 31, 20162018 as set forth in the following table. Actual number of shares delivered upon vesting will be based on performance through December 31, 20172019 for the 20152017 PSU grantaward and performance through December 31, 20182020 for the 20162018 PSU grant.award. The 2017 PSU awards are disclosed at the maximum 250% of the target and the 2018 PSU awards are disclosed at 100% of the target based on performance through December 31, 2018.

 

 Grant Date  Number of
PSUs		  

Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have  Not
Vested ($)

 

  Vesting Grant Date  

Number of
PSUs

(#)

  Market or
Payout Value of
Unearned
Shares, Units or
Other  Rights
That Have Not
Vested ($)		  Vesting

Andrew K. Silvernail

  02/20/2015  31,880   4,163,114  Award vests on 12/31/2017 

 

 

 

02/22/2017

 

 

 

 

 

 

23,590

 

 

 

 

 

 

7,446,184

 

 

 

 

Award vests on 12/31/2019

    

 

 

 

02/22/2018

 

 

 

 

 

19,010

 

 

 

 

 

 

2,400,203

 

 

 

 

Award vests on 12/31/2020

  

 

02/19/2016

 

 

 

  

 

33,450

 

 

 

  

 

4,759,761

 

 

 

 Award vests on 12/31/2018

 

Michael J. Yates

  02/20/2015  1,695   221,367  Award vests on 12/31/2017
   

William K. Grogan

 

 

 

 

02/22/2017

 

 

 

 

 

 

3,640

 

 

 

 

 

 

1,148,966

 

 

 

 

Award vests on 12/31/2019

  

 

02/19/2016

 

 

 

  

 

1,835

 

 

 

  

 

261,174

 

 

 

 Award vests on 12/31/2018

 

 

 

 

 

02/22/2018

 

 

 

 

 

3,625

 

 

 

 

 

 

457,693

 

 

 

 

Award vests on 12/31/2020

Eric D. Ashleman

  02/20/2015  5,420   707,782  Award vests on 12/31/2017 

 

 

 

02/22/2017

 

 

 

 

 

 

6,570

 

 

 

 

 

 

2,073,821

 

 

 

 

Award vests on 12/31/2019

    

 

 

 

02/22/2018

 

 

 

 

 

5,145

 

 

 

 

 

 

649,608

 

 

 

 

Award vests on 12/31/2020

Denise R. Cade

 

 

 

 

02/22/2017

 

 

 

 

 

 

3,730

 

 

 

 

 

 

1,177,375

 

 

 

 

Award vests on 12/31/2019

  

 

02/19/2016

 

 

 

  

 

6,895

 

 

 

  

 

981,204

 

 

 

 Award vests on 12/31/2018

 

 

 

 

 

02/22/2018

 

 

 

 

 

3,240

 

 

 

 

 

 

409,082

 

 

 

 

Award vests on 12/31/2020

Denise R. Cade

  

 

02/19/2016

 

 

 

  

 

3,185

 

 

 

  

 

453,272

 

 

 

 Award vests on 12/31/2018

 

Daniel J. Salliotte

  02/20/2015  1,660   216,774  Award vests on 12/31/2017

Jeffrey D. Bucklew

 

 

 

 

02/22/2017

 

 

 

 

 

 

3,110

 

 

 

 

 

 

981,672

 

 

 

 

Award vests on 12/31/2019

    

 

 

 

02/22/2018

 

 

 

 

 

2,465

 

 

 

 

 

 

311,231

 

 

 

 

Award vests on 12/31/2020

  

 

02/19/2016

 

 

 

  

 

2,680

 

 

 

  

 

381,404

 

 

 

 Award vests on 12/31/2018

 

20162018 Option Exercises and Stock Vested

The following table provides information on stock option exercises and stock vesting for all NEOs in 2016.2018.

 

 Option Awards  Stock Awards  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)

 

  

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

  -       $-      62,293  $5,271,466   94,045   9,055,292  93,190  11,867,271 

Michael J. Yates

  8,000   508,771  4,093  339,519 

Heath A. Mitts

  98,816   4,026,666  4,560  327,226 

William K. Grogan

  -       -      3,640  462,652 

Eric D. Ashleman

  15,650   638,583  15,594  1,282,115   44,283   2,987,496  23,703  3,069,876 

Denise R. Cade

  -       -       -       -       10,649   708,397  10,083  1,274,352 

Daniel J. Salliotte

  4,000   165,594  4,246  349,089 

Jeffrey D. Bucklew

  5,775   551,017  9,175  1,169,270 

 

(1)

Calculated based on the difference between the closing price of the Company’s Common Stock on the date of exercise and the exercise price.

 

(2)

Calculated based on the closing price of the Company’s Common Stock on the vesting date or if the vesting occurred on a day the NYSE was closed for trading, the previous trading day. For shares vesting on February 15, 201620, 2018 with a Friday, February 12, 2016 closingvesting price of $71.76,$136.83, Mr. Silvernail had 18,5059,565 shares vest, Mr. YatesGrogan had 1,590 shares vest, Mr. Mitts had 4,560290 shares vest, Mr. Ashleman had 6,6821,630 shares vest and Mr. SalliotteBucklew had 1,8201,025 shares vest. For 2014 performance stock unitsshares vesting on July 15, 2018 with a vesting price of $138.65, Mr. Ashleman had 4,835 shares vest. For shares vesting on October 26, 2018 with a vesting price of $126.86, Ms. Cade had 2,120 shares vest. For 2016 PSUs vesting on December 31, 20162018 after the end of the three-year performance period with a closingvesting price of $90.06$126.26 and a multiplier of 141%250% due to IDEX’s3-year relative TSR performance at the 5883thrd percentile as compared to companies in the S&PRussell Midcap 400 Industrials Index, Mr. Silvernail had 43,78883,625 shares vest, Mr. YatesGrogan had 2,5033,350 shares vest, Mr. Ashleman had 8,91217,238 shares vest, Ms. Cade had 7,963 shares vest and Mr. SalliotteBucklew had 2,4268,150 shares vest.

Pension Benefits at 2016 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)		 

Andrew K. Silvernail

   Pension Plan    N/A    N/A 

Michael J. Yates

   Pension Plan    N/A    N/A 

Heath A. Mitts

   Pension Plan    N/A    N/A 

Eric D. Ashleman

   Pension Plan    N/A    N/A 

Denise R. Cade

   Pension Plan    N/A    N/A 

Daniel J. Salliotte

   Pension Plan    1.17   $37,566 

(1)Credited service is determined under the Pension Plan as of December 31, 2016.

(2)

The present value of accumulated benefits as of December 31, 2016 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 thePPA-required three-segment interest rates (for December 31, 2016, interest rates of 1.79% for payments in the first five years, 3.80% for payments in the 6th through 20th years, and 4.71% for payments beyond 20 years), and combined mortality as required by the PPA. The discount rate used for determining present value was 3.92%.

Narrative to Pension Benefits at 2016 Fiscal Year End Table

The Pension Plan is anon-goingtax-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 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.

Only Mr. Salliotte has accrued benefits under the Pension Plan. None of the other NEOs have accrued any benefits under the Pension Plan in 2016.

Nonqualified Deferred Compensation at 20162018 Fiscal Year End

The Supplemental Executive Retirement and Deferred Compensation Plan (SERP) is an unfunded, nonqualified plan designed to provide supplemental executive retirement benefits. 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 (1)		  Registrant
Contributions
in Last Fiscal
Year (2)		  Aggregate
Earnings in
Last Fiscal
Year		  Aggregate
Withdrawals /
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 ($)		  Aggregate
Withdrawals /
Distributions
($)		  Aggregate
Balance at Last
Fiscal Year End
($) (3)		 

Andrew K. Silvernail

  $-      $134,663  $109,152  $3,165  $1,166,760   -      269,935  -154,486  10,438  1,791,816 

Michael J. Yates

  -      30,280  8,311  712  294,795 

Heath A. Mitts

  -      41,922  14,344   -      501,816 

William K. Grogan

  -      81,600  -12,527  3,050  147,527 

Eric D. Ashleman

  -      55,214  26,465  1,298  355,381   -      114,316  -20,471  4,297  592,457 

Denise R. Cade

  -      37,087  1,316   -      36,202   -      81,430  -13,664  6,845  174,156 

Daniel J. Salliotte

  -      26,711  21,072  628  308,835 

Jeffrey D. Bucklew

  -      67,118  8,493  2,502  305,405 

 

(1)

None of the NEOs contributed to the SERP in 2016.2018.

(2)

Amounts are reflected in “All Other Compensation” column of the Summary Compensation Table.

(3)

The following amounts have been previously reported as “All Other Compensation” in the Summary Compensation Table for prior years: Mr. Silvernail — $795,949;$1,138,462; Mr. MittsGrogan — $337,886; and$40,475; Mr. Ashleman — $119,629.$260,184; Ms. Cade — $96,802; and Mr. Bucklew — $50,027.

Narrative to Nonqualified Deferred

Compensation at 20162018 Fiscal Year End Table

 

Supplemental Executive Retirement and Deferred Compensation Plan

Eligible employees may defer until a future date payment of all or any portion of their annual salary or bonus under the defined contribution portion of the SERP. 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.

Deferred Compensation Account

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 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 CodeIRC 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 theyhe or she first becomebecomes 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 CodeIRC Section 409A. On the happeningoccurrence of a change in control event within the meaning of Internal Revenue CodeIRC Section 409A, all amounts become vested and are distributed at that time in a singlelump-sum payment.

Potential Payments upon Termination or

Change in Control

Mr. Silvernail

The Company entered into an employment agreement with Mr. Silvernail on February 19, 2016, effective as of November 8, 2015.February 22, 2018. The employment agreement provides for a term of

approximately threefour years (expiring February 28, 2019)December 31, 2021) and is substantially similar to Mr. Silvernail’s prior

employment agreement. If Mr. Silvernail’s employment is terminated by the Company other than for “cause” and not in connection with a “change in control” (each as defined in the employment agreement), then, subject to his execution andnon-revocation of a general release of claims and his continued compliance with applicable restrictive covenants, he will receive (i) continuing salary payments and health benefits for 24 months following termination, (ii) a pro rata portion of his annual bonus for the year in which his termination occurs (based on the portion of the year he was employed), (iii) a payment equal to 200% of his base salary payable over 24 months commencing approximately 60 days after his termination, (iv) fully accelerated vesting and immediate exercisability of all unvested time-based equity awards (the “time-based acceleration”), and such awards will remain exercisable for one year following the date of termination of Mr. Silvernail’s employment or until expiration of the option term, if earlier, and (v) vesting of all unvested performance-based equity awards granted prior to February 22, 2018 on the December 31 next following his termination of employment with respect to that number of shares of the Company’s Common Stock (or performance units or dividend equivalents, as applicable) based on the performance level achieved with respect to the performance goal(s) under each such award from the beginning date of the performance period applicable thereto through such December 31 (the “performance-based acceleration”). Vesting of all unvested performance-based equity awards granted on or following February 22, 2018 will occur at the end of the applicable performance period with respect to that number of shares of Common Stock (or performance units or dividend equivalents, as applicable) based on the performance level achieved through the end of such performance period.

If Mr. Silvernail’s employment is terminated due to his disability or death, he or his estate, as applicable, will receive a pro rata portion of his annual bonus for the year in which his

termination occurs (based on the portion of the year he was employed), as well as the time-based acceleration and the performance-based acceleration.acceleration with respect to performance-based equity awards granted prior to February 22, 2018, as described above. With respect to the time-based acceleration, (i) for time-based awards granted before February 22, 2018, such awards will remain exercisable for one year following the date of such termination of employment or until expiration of the option term, if earlier, and (ii) for time-based awards granted on or following February 22, 2018, such awards will remain exercisable for five years following the date of termination of employment, or until expiration of the term, if earlier. Additionally, under Mr. Silvernail’s employment agreement, in the case of such termination for disability or death, vesting of all unvested performance-based equity awards granted on or following February 22, 2018 will vest at the end of the applicable performance period with respect to that number of shares of Common Stock (or performance units or dividend equivalents, as applicable) based on the performance level achieved through the end of such performance period.

If Mr. Silvernail’s employment is terminated due to his retirement (as defined in the employment agreement) (i) he will receive the time-based acceleration, with such time-based awards granted before February 22, 2018 remaining exercisable for one year following the date of termination of employment or until expiration of the option term, if earlier, and with such time-based awards granted on or following February 22, 2018, remaining exercisable for five years following the date of termination of employment or until expiration of the option term, if earlier and (ii) he will receive (A) the performance-based acceleration with respect to performance-based equity awards granted prior to February 22, 2018 and (B) vesting at the end of the applicable performance period with respect to that number of shares of Common Stock (or performance units or dividend equivalents, as applicable) based on the

performance level achieved through the end of such performance period, with respect to all unvested performance-based equity awards granted on or following February 22, 2018.

If Mr. Silvernail’s employment is terminated by the Company without cause or by him for “good reason” (as defined in the employment agreement), in either case, in contemplation of or within the 24 month period following a change in control, then, subject to his execution

andnon-revocation of a general release of claims and his continued compliance with applicable restrictive covenants, he will receive (i) continuing salary payments and health benefits for 36 months following termination, (ii) a pro rata portion of his annual bonus for the year in which his termination occurs (based on the portion of the year he was employed), (iii) a payment equal to 300% of his base salary, payable over 36 months commencing approximately 60 days after his termination, (iv) time-based acceleration and (v) in lieu of performance-based acceleration, a cash payment in respect of all performance-based equity awards with respect to which he has not yet received payment, based on the performance level achieved with respect to the performance goal(s) under each such award from the beginning date of the performance period applicable thereto through such change in control, with such cash payment adjusted to reflect hypothetical earnings (equal to the lesser of the Barclays Long Aaa US Corporate Index or 120% of the applicable federal long-term rate, in each case, determined as of the first business day of November of the calendar year preceding the change in control and compounded) for the period between such change in control and the date of payment.

In addition, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the Internal Revenue Code,IRC, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a

greater netafter-tax benefit to Mr. Silvernail than receiving the full amount of such payments.

The employment agreement contains confidentiality covenants by Mr. Silvernail which apply indefinitely and is subject to thenon-competition and employee and businessnon-solicitation covenants byset forth in the Confidential Information, Work Product and Restrictive Covenant Agreement previously entered into between Mr. Silvernail which apply duringand the term of his employment and for a two-year period thereafter.Company.

Messrs. Yates,Grogan, Ashleman and SalliotteBucklew and Ms. Cade

The Company has entered into letter agreements with Messrs. Yates,Grogan, Ashleman and SalliotteBucklew and Ms. Cade providing for (a) severance pay in an amount equal to two times the sum of the executive’s annual base salary and target MICP bonus in the event of an involuntary termination within two years following a change in control, payable over the 24 month period following termination and (b) severance pay in an amount equal to the sum of one year (or up to one year, in the case of Mr. Ashleman and Ms. Cade) of salary and target MICP bonus in the event of an involuntary termination without cause other than in connection with a change in control, in exchange for a signed release.

Equity Awards

Occurrence of a Change in Control for Awards Granted Prior to February 20, 2015

For awards granted prior to February 20, 2015, the Incentive Award Plan provides that if a change in control occurs, then immediately prior to such change in control, all awards will become fully exercisable and all forfeiture restrictions on such awards will lapse.

Occurrence of a Change in Control for Awards Granted On or After February 20, 2015

For awards granted on or after February 20, 2015, the Incentive Award PlanThe IAP provides that if a change in control occurs, then each outstanding award will continue in effect, or be assumed or an equivalent award substituted by the Company’s successor; provided, that if the grantee incurs a termination of service without cause or for good reason (each as defined in the Incentive Award Plan)IAP) within 24 months following such change in control, the awards will become fully exercisable and all forfeiture restrictions will lapse. If an outstanding award is not assumed or substituted upon a change in control or if, following a change in control, neither the Company nor its successor has equity

securities that are readily tradable on a regulated securities exchange, then the awards will vest in full.

20152017 and 20162018 PSU Grants

Notwithstanding the foregoing, the award agreements for PSUs granted in 20152017 and 20162018 provide that if a change in control occurs, the grantee will receive a cash payment in respect of such PSUs valued based on the actual level of achievement of the performance goals against target measured as of the date of the change in control, including dividend equivalents earned up to the change in control, with such value adjusted to the date of payment to reflect hypothetical earnings (equal to the lesser of the Barclays Long Aaa U.S. Corporate Index or 120% of the applicable federal long-term rate, in each case, determined as of the first business day of November of the calendar year preceding the change in control and compounded) for the period between such change in control and the date of payment. The cash payment will be paid as soon as practicable following the earliest to occur of the following events: (i) if, as of the time of the change in control, the grantee is eligible for retirement, as of the date of the change in control, (ii) as of the date the grantee first becomes eligible for retirement following the change in control if that date occurs prior to the end of the performance period, (iii) if the grantee’s service is terminated by the Company without cause or by the grantee for good reason and the date of termination occurs (or the event giving rise to good reason occurs), in each case, within 24 months following the change in control, on the date of such termination, (iv) if the grantee remains employed through the end of the applicable performance period, as of the end of the applicable performance period, or (v) if the grantee’s employment is terminated due to death or disability prior to the end of the performance period, as of the date of death or disability.

Termination due to Death, Disability or Retirement

The award agreements for stock options and restricted stock awards provide that if the grantee’s service is terminated by reason of death, disability or retirement, the award will

become fully vested and exercisable. The award agreements for the 2015 and 20162017 PSU grants provide that if the grantee’s service is terminated by reason of death, disability or retirement, the PSUs and any dividend equivalents thereon will become fully vested and earned based on the actual level of achievement of the performance goals against target measured through the December 31 following the date of termination. The award agreements for the 2018 PSU grants provide that if the grantee’s service is terminated by reason of death, disability or retirement, the PSUs and any dividend equivalents thereon will become fully vested and earned based on the actual level of achievement of the performance goals against target measured through the end of the performance period.

SERP

Pursuant to the SERP, if a change in control occurs then not later than the closing date for the change in control event the amount credited to each participant’s deferred compensation account shall be distributed in one lump sum in cash and/or Common Stock.

Quantification of Termination Payments and Benefits — Mr. Mitts

Mr. Mitts resigned from the Company effective September 9, 2016. Mr. Mitts exercised his vested stock options per the terms of those awards, and did not receive any termination payments or benefits or any other special payments connected to his resignation.

Quantification of Termination Payments and Benefits — Change in Control

The following tables set forth the amount each NEO would receive upon a change in control or, in the event of a termination of employment, as severance or as a result of accelerated vesting if his or her employment was terminated without cause or for good reason, or for disability or death, (in the case of Mr. Silvernail),upon a change in control or in connection with or absenta termination of employment following a change in control, using the following assumptions:

 

change in control and/or termination of employment on December 31, 2016;2018;

 

accelerated vesting of options and restricted stock, and exercise of all accelerated vested options based on the closing market price of $90.06$126.26 per share of the Company’s Common Stock on December 31, 2016;2018;

accelerated vesting of PSUs and payment of cumulative dividend equivalents as valued based on performance as of December 31, 2016;2018; and

 

accelerated vesting of benefits under the SERP, paid in a lump sum.

All potential termination payments set forth in the tables below reflect full payments under the potential scenarios and do not reflect any reductions that could occur if the payment is subject to excise tax under Section 280G of the Internal Revenue Code.

 

Change in Control and Termination Payments and Benefits for Andrew K. Silvernail

 

      
Incremental Benefits Due to
Termination Event		 Involuntary
Not for Cause
Termination		  Disability or Death  Change in Control  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control

 

  Involuntary
Not for Cause
Termination
($)		  Disability or Death
($)		  Change in Control
($)		  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

 $3,819,200  $-      $-      $5,728,800   4,000,000   -       -     �� 6,000,000 

Unvested Restricted Stock

  1,700,783   1,700,783   -      1,700,783   -       -       -       -     

Unvested Options

  4,250,904   4,250,904   -      4,250,904   6,781,743   6,781,743   -      6,781,743 

Unvested Performance Shares(1)

  9,114,940   9,114,940   -      9,114,940   10,134,925   10,134,925   -      10,061,356 

SERP

  1,166,760   1,166,760   1,166,760  1,166,760   1,791,816   1,791,816   1,791,816  1,791,816 

Health and Welfare Benefits

  40,098   -       -      60,147   43,645   -       -      65,467 

Tax Cut Back

  -       -       -      (3,825,244) 

Total

 $       20,092,685  $         16,233,387  $           1,166,760  $            18,197,090   22,752,129   18,708,484   1,791,816  24,700,382 

Change in Control and Termination Payments and Benefits for Michael J. YatesWilliam K. Grogan

 

      

Incremental Benefits Due to

Termination Event

 Involuntary
Not for Cause
Termination		  Disability or Death  Change in Control  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control

 

  Involuntary
Not for Cause
Termination
($)		  Disability or Death
($)		  Change in Control
($)		  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

 $565,750  $-      $-      $1,131,500   822,500   -       -      1,645,000 

Unvested Restricted Stock

  482,271   576,384   48,182  576,384   -       692,536   -      692,536 

Unvested Options

  -       255,643   101,764  255,643   -       1,073,774   -      1,073,774 

Unvested Performance Shares(1)

  -       492,876   -      492,876   -       1,655,006   -      1,640,978 

SERP

  294,795   294,795   294,795  294,795   147,527   147,527   147,527  147,527 

Total

 $         1,342,816  $         1,619,698  $              444,741  $            2,751,198   970,027   3,568,843   147,527  5,199,815 

Change in Control and Termination Payments and Benefits for Eric D. Ashleman

 

     

Incremental Benefits Due to

Termination Event

 Involuntary
Not for Cause
Termination		  Disability or Death  Change in Control  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control

 

 

Cash Severance (incl. Incentives)

 $901,250  $-      $-      $1,802,500 

Unvested Restricted Stock

  -       1,199,419   617,181   1,199,419 

Unvested Options

  -       986,187   209,795   986,187 

Unvested Performance Shares

  -       1,724,236   -       1,724,236 

SERP

  355,381   355,381   355,381   355,381 

Total

 $         1,256,631  $           4,265,223  $           1,182,357  $              6,067,723 

     

Incremental Benefits Due to

Termination Event

 Involuntary
Not for Cause
Termination
($)		  Disability or Death
($)		  Change in Control
($)		  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

  1,053,000   -       -       2,106,000 

Unvested Restricted Stock

  -       -       -       -     

Unvested Options

  -       1,954,108   -       1,954,108 

Unvested Performance Shares (1)

  -       2,802,963   -       2,783,051 

SERP

  592,457   592,457   592,457   592,457 

Total

  1,645,457   5,349,528   592,457   7,435,616 

Change in Control and Termination Payments and Benefits for Denise R. Cade

 

     

Incremental Benefits Due to

Termination Event

 Involuntary
Not for Cause
Termination		  Disability or Death  Change in Control  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control

 

  Involuntary
Not for Cause
Termination
($)		  Disability or Death
($)		  Change in Control
($)		  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

 $692,160  $-      $-      $1,384,320   782,000   -       -      1,564,000 

Unvested Restricted Stock

  -       190,927   -       190,927   -       -       -       -     

Unvested Options

  -       281,420   -       281,420   -       793,147   -      793,147 

Unvested Performance Shares(1)

  -       460,117   -       460,117   -       1,633,375   -      1,620,836 

SERP

  -       36,202   36,202   36,202   174,156   174,156   174,156  174,156 

Total

 $            692,160  $              968,666  $                36,202  $              2,352,986   956,156   2,600,678   174,156  4,152,139 

Change in Control and Termination Payments and Benefits for Daniel J. SalliotteJeffrey D. Bucklew

 

     

Incremental Benefits Due to

Termination Event

 Involuntary
Not for Cause
Termination		  Disability or Death  Change in Control  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control

 

  Involuntary
Not for Cause
Termination
($)		  Disability or Death
($)		  Change in Control
($)		  

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

 $535,425  $-      $-      $1,070,850   680,000   -       -      1,360,000 

Unvested Restricted Stock

  -       333,222   46,831   333,222   -       -       -       -     

Unvested Options

  -       314,968   109,491   314,968   -       748,237   -      748,237 

Unvested Performance Shares(1)

  -       610,196   -       610,196   -       1,330,715   -      1,321,175 

SERP

  308,835   308,835   308,835   308,835   305,405   305,405   305,405  305,405 

Total

 $            844,260  $           1,567,221  $              465,157  $              2,638,071   985,405   2,384,357   305,405  3,734,817 

Events After End

(1)

In the event of a termination for disability or death, 2018 PSU grants and cumulative dividend equivalents will become fully vested at the end of the applicable performance period. For purposes of the termination payment calculation, 2018 PSU grants have been valued based on performance as of December 31, 2018.

CEO and Median Employee Pay Ratio

We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance stockholder value. We are committed to providing market-competitive compensation and to internal pay equity. The following CEO to median employee pay ratio is provided pursuant to Item 402(u) of Fiscal YearSEC RegulationS-K.

OnMethodology for Identifying the Median Employee

The Compensation Committee reviewed a comparison of our CEO’s annual total compensation in 2018 to that of the median employee for the same period. The Company used total annual cash compensation (salary/hourly earnings, commissions, bonuses paid, and allowances/fixed payments) as of December 30, 2016,31, 2017 to determine the median employee. The Company determined there were no changes to the employee population or employee compensation arrangements over the last fiscal year that would result in a significant change to the pay ratio disclosure and as permitted under the Item 402(u) median employee identification instructions, elected to use the same median employee in the 2018 calculation. Under the Item 402(u)(4)(ii) (“de minimis”) exemption, the Company appointed William K. Groganmay excludenon-United States employees up to serve asa 5% threshold when identifying the Company’s Senior Vice President and Chief Financial Officer, effective January 1, 2017. median employee. As noted in last year’s Proxy Statement, in determining such median employee, the Company excluded 220 employees from the following jurisdictions, comprising less than 5% of the 6,957 total Company population (with number of employees):

Australia (33)Columbia (1)Japan (33)Singapore (15)
Austria (44)Czech Republic (1)Korea (4)South Africa (1)
Belgium (15)France (5)Mexico (10)Taiwan (1)

Brazil (9)

Ireland (33)

Poland (2)

United Arab Emirates (13)

The Company entered into an offer letter with Mr. Grogan on December 30, 20166,737 employees who were included in connection with his promotion to Chief Financial Officer, as describedidentifying the median employee are located in the Company’s Current Report on Form 8-K filed on January 4, 2017. Mr. Grogan succeeded Mr. Yates, who had been servingfollowing countries:

CanadaIndiaThe Netherlands
ChinaItalyUnited Kingdom

Germany

Switzerland

United States of America

Pay Ratio

We calculated annual total compensation for the median employee consistent with the same methodology we use for our NEOs as set forth in the Company’s interim Chief Financial Officer and Vice President and Chief Accounting Officer through December 31, 2016. Mr. Yates has continued in his role as Vice President and Chief Accounting Officer.2018 Summary Compensation Table. The annual total compensation of the CEO is $10,125,650. The median of the annual total compensation of all employees, except the CEO, is $63,175. The pay ratio is 160:1.

 

        Our Board of Directors recommends that you vote

        FOR the approval of the Company’s executive compensation

 

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are soliciting anon-binding advisory vote(say-on-pay) 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, as required under Section 14A of the Securities Exchange Act of 1934, as amended.

The Company maintains a balanced approach to executive compensation with a mix of both cash andnon-cash awards and shortshort- and long-term incentives, with total direct compensation targeted within a range that includes market median for comparable positions at comparable companies. Where an individual executive’s target compensation is positioned within the competitive range is based on the individual factors listed in the Compensation Discussion and Analysis. Actual compensation in any given year should and does vary from target based on Company and individual performance. 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 Statement pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and accompanying narrative discussion contained in this Proxy Statement.

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

Our Board of Directors recommends that you vote

FOR the approval to conduct an advisory vote on executive

compensation every year

PROPOSAL 3 — ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTES ON

EXECUTIVE COMPENSATION

As required under Section 14A of the Securities Exchange Act of 1934, as amended, we Currently, stockholders are also soliciting anon-binding advisory vote on whether thesay-on-pay vote should occur every one, two or three years. You have the optiongiven an opportunity to vote for any one of the three options, or to abstain on the matter.

The Company implemented annualsay-on-pay voting following the preference expressed by stockholders in 2011, and the Board has determined that annualsay-on-pay voting continues to be the best approach for the Company. Annualsay-on-pay voting provides the Company with direct and timely stockholder input regarding our executive compensation practices, which are disclosed annually. Notwithstanding the Board’s recommendation, the Board may in the future determine that less frequentsay-on-pay voting is more appropriate for the Company based on the relevant considerations at the time.

Stockholders are being asked to vote on the following resolution:

RESOLVED, that the stockholders of the Company approve, on an advisory basis, that the frequency with which the stockholders of the Company shall havecast an advisory vote on this topic annually, with the compensation ofnext opportunity occurring in connection with the Company’s named executive officers as disclosed in the Company’s Proxy Statement is:2020 Annual Meeting of Stockholders.

Choice 1 — every year;

Choice 2 — every two years;

Choice 3 — every three years; or

Choice 4 — abstain from voting.

This advisory vote on the frequency of thesay-on-pay vote is not binding on the Company. However, the Board of Directors will take into account the result of the vote when determining the frequency of futuresay-on-pay votes.

Stockholders are not voting to approve or disapprove the Board of Directors’ recommendation. Stockholders may choose among the four choices included in the resolution set forth above.

AUDIT COMMITTEE REPORT

For the year ended December 31, 2016,2018, 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 Auditing Standard No. 16, as adopted by the Public Company Accounting Oversight Board in PCAOB ReleaseNo. 2012-004 and approved by the SEC in ReleaseNo. 34-68453, and reviewed the results of the independent registered public accounting firm’s examination of the financial statements.

The Audit 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 Form10-K for the year ended December 31, 2016,2018, for filing with the 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, ChairmanChair

Mark A. Beck

Mark A. Buthman

William M. Cook

Gregory F. Milzcik

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 werepre-approved by the Audit Committee in accordance with thepre-approval policy discussed below.

 

           2016                      2015              2018  2017   

Audit fees(1)

  
$3,131,000 
 
 $2,953,000   $4,129,916(2)   $3,345,479   

Audit-related fees(2)(3)

  -       -        -        -       

Tax fees(3)(4)

  1,068,000   775,000    1,207,429   1,031,571   

All other fees(4)(5)

  -       -        -        -       

Total

  $4,199,000   $3,728,000   $5,337,345   $4,337,047   

 

(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 fees include $655,354 of additional fees related to the 2017 audit of the Company’s financial statements that were billed after the Company’s 2018 Proxy Statement was filed on March 16, 2018.

(3)

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)(4)

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

(4)(5)

All other fees represent the aggregate fees billed for products and services that are not included in the audit fees, audit-related fees, and tax 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 thepre-approval of audit andnon-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.

Fornon-audit services, management submits to the Audit Committee for approval during the second quarter of each fiscal year and fromtime-to-time during the fiscal year a list ofnon-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 anynon-audit service on the list is permissible under all applicable legal requirements.

The Audit Committee approves both the list of permissiblenon-audit services and the budget for such services. The Audit Committee delegates to its ChairmanChair the authority to amend or modify the list of approved permissiblenon-audit services and fees. The ChairmanChair reports any such actions taken to the Audit Committee at a subsequent Audit Committee meeting.

 

Our Board of Directors recommends that you vote

FOR the ratification of the appointment of Deloitte & Touche LLP

 

PROPOSAL 43 — APPROVAL OF AUDITORS

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2017.2019. Representatives of Deloitte & Touche LLP will attend the Annual Meeting 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 shareholdersstockholders with the opportunity to express their views on this issue. While this vote cannot be binding, if the shareholdersstockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will take the vote into account in making future appointments.

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 SEC. Officers, directors and greater than 10% stockholders are required by SEC 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, 2016.2018.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

FOR 20182020 ANNUAL MEETING OF STOCKHOLDERS

A stockholder desiring to submit a proposal for inclusion in the Company’s Proxy Statementproxy statement for the 20182020 Annual Meeting of Stockholders must deliver the proposal so that it is received by the Company no later than November 16, 2017.23, 2019. The Company requests that all such proposals be addressed to Denise R. Cade, Senior Vice President, General Counsel and Corporate 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 Bylaws require that any stockholder desiring to nominate a director for election or propose other business for consideration at the 20182020 Annual Meeting of Stockholders must provide written notice. Such notice must contain the information required by the Bylaws and must be received by the Corporate Secretary not less than 90 nor more than 120 days before the first anniversary of the preceding year’s annual meeting of stockholders. To be timely for the 20182020 Annual Meeting of Stockholders, any such notice must be received by the Corporate Secretary, at the address above, on any date beginning on December 27, 2017January 11, 2020 and ending on January  26, 2018.February 10, 2020.

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 or her judgment on those matters.

By Order of the Board of Directors,

 

LOGO

DENISE R. CADE

Senior Vice President, General Counsel

and Corporate Secretary

March 17, 201722, 2019

Lake Forest, Illinois

A copy of the Company’s Annual Report on Form10-K for the year ended December 31, 2016,2018, 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 Chief Financial Officer, IDEX Corporation, 1925 West Field Court, Suite 200, Lake Forest, Illinois 60045.

 

LOGOLOGO

IDEX CORPORATION

1925 W. FIELD CT, SUITE 200

LAKE FOREST, IL 60045

 

 

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 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.

 
  

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

E21290-P85113E62503-P19153                         KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY

 

           
  

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 4 AND ONE YEAR ON PROPOSAL 3. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION.

           
          
   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.

   
        
 

1.

To elect twothree directors each for a term of three years

        
 

Nominees:

  ☐ ☐ ☐  

 
 

01)

ANDREW K. SILVERNAIL   ERNEST J. MROZEK

         
 

       02)   LIVINGSTON L. SATTERTHWAITE

  02) KATRINA L. HELMKAMP

       03)   DAVID C. PARRY

         

 

 Vote on Proposals  For Against Abstain 
 

2.

Advisory vote to approve named executive officer compensation.

☐☐☐

3.    Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2019.

  ☐ ☐ ☐ 
   1 Year2 Years3 YearsAbstain
3.Advisory vote to approve the frequency (whether annual, biennial or triennial) with which stockholders of IDEX shall be entitled to have an advisory vote to approve named executive officer compensation.☐☐☐☐
   ForAgainstAbstain
4.Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2017.☐☐☐ 

 

 

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)[Joint Owners]

 

Date

 

V.1.1

IDEX CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 26, 2017MAY 10, 2019

 

  

The Annual Meeting of Stockholders of IDEX Corporation (the “Company”"Company") will be held on Wednesday, April 26, 2017,Friday, May 10, 2019, at 9:00 a.m., Central Time, at the Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling,DoubleTree Hotel, 5460 N. River Road, Rosemont, Illinois 60090,60018, for the purposes listed on the reverse side.

 
  

The Board of Directors fixed the close of business on March 1, 2017,15, 2019, 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.

 
    
  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 20172019 Annual Meeting

The Notice and Proxy Statement and 2016 Annual ReportForm 10-K of IDEX Corporation are available at:

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

 

  

Proxy card must be signed and dated on the reverse side.

êLOGO      Please fold and detach card at perforation before mailing.     êLOGO

— — — — — — — — — — —  — —  — —  — —  —  —  —  —  —  —  —  —  —  —  —  — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — 

E21291-P85113E62504-P19153

 

                 
  

 

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 William M. Cook, Eric D. AshlemanAndrew K. Silvernail and Denise R. Cade, 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 March 1, 2017,15, 2019, at the Annual Meeting of Stockholders to be held on April 26, 2017,May 10, 2019, at 9:00 a.m. Central Time, at the Westin Chicago North Shore, 601 North Milwaukee Avenue, Wheeling,DoubleTree Hotel, 5460 N. River Road, Rosemont, Illinois 60090,60018, 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

  
                 

V.1.1