DEF 14A of Idexx Laboratories Inc /De
Filed Mar 27, 2026 · FY20250000874716-26-000064
Proxy Summary
Proxy Summary Voting Roadmap Meeting Details
Proxy Summary
| | Date and Time Tuesday, May 12, 2026, 10:00 a.m., Eastern Time | | Location Virtual meeting online via audio webcast at www. virtualshareholdermeeting.com/IDXX2026 | | Record Date Our Board of Directors (Board) has fixed the close of business on March 16, 2026 as the record date for the determination of shareholders entitled to notice of and to vote at the 2026 Annual Meeting. |
Proxy Summary
Ways to Vote
Proxy Summary
| | By Telephone For registered holders: 1-800-690-6903+ For beneficial owners: 1-800-454-8683+ | | By Internet Before the meeting: www.proxyvote.com+ During the meeting: www. virtualshareholdermeeting.com/IDXX2026+ | | By Mail For registered holders: Request a paper proxy card by calling 1-800-579-1639 or sending an email to sendmaterial@proxyvote.com. For beneficial owners: Mark, sign and date your voting instruction form and return it in the postage-paid envelope provided. | | +You will need the control number or QR code included in your Notice of Internet Availability, your proxy card or the instructions that accompanies your proxy materials. | | | | | |
Proxy Summary
Proposal Recommendations
Proxy Summary
| Proposal | | Board Vote Recommendation | Page Number for Reference | | 1 | Election of Directors | FOR each nominee | 19 | | 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 69 | | 3 | Advisory Vote to Approve Executive Compensation | FOR | 74 | | 4 | Amend Certificate of Incorporation to Declassify the Board | FOR | 132 | | 5 | Amend Certificate of Incorporation to Provide Shareholders Owning 25% of the Shares of our Capital Stock the Right to Have IDEXX Call a Special Meeting | FOR | 134 | | 6 | Shareholder Proposal to Give Shareholders the Ability to Call for a Special Shareholder Meeting | AGAINST | 137 |
Proxy Summary
| IDEXX 2026 PROXY STATEMENT | 1 |
Proxy Summary
| 01 | Election of Directors To elect Mr. Daniel M. Junius, Mr. Lawrence D. Kingsley and Sophie V. Vandebroek, PhD, as Class II Directors with a term expiring at the 2029 Annual Meeting. The Board of Directors recommends a vote “FOR” the three Director nominees up for election. Refer to page 19 for further information about our Director nominees. |
Proxy Summary
Board Composition, Backgrounds and Skills The following summarizes select information regarding the composition, backgrounds and skills of our Board, assuming the election of Mr. Daniel M. Junius, Mr. Lawrence D. Kingsley and Sophie V. Vandebroek, PhD, at the 2026 Annual Meeting and taking into account the previously announced retirement of Ms. M. Anne Szostak and the election of Michael G. Erickson, PhD, each effective immediately following the 2026 Annual Meeting. For more information, refer to our Directors’ biographical information under “Director Nominees and Board Biographies” beginning on page 20.
Proxy Summary
| Board Member | Age(1) | Independent | Director Since | Number of Other Public Company Boards | Committee Membership | Key Skills That Are Particularly Relevant to Board Service | | Irene Chang Britt | 63 | Yes | 2023 | 2 | Audit Comp (Chair) | +Human capital management +Operations +Corporate strategy | | Bruce L. Claflin | 74 | Yes | 2015 | 1 | Audit Comp | +International business +Digital +Corporate strategy | | Michael G. Erickson, PhD | 52 | No | 2026 | None | None | +Executive leadership +Corporate strategy +Innovation and R&D | | Stuart M. Essig, PhD | 64 | Yes | 2017 | 2 | Gov Finance (Chair) | +Executive leadership +Corporate strategy +Corporate finance | | Joseph L. (Jay) Hooley | 69 | Yes | 2025 | 2 | Audit Gov | +Executive leadership +Corporate strategy +Corporate governance | | Daniel M. Junius | 73 | Yes | 2014 | None | Audit (Chair) Finance | +Financial acumen +Executive leadership +Corporate strategy | | Lawrence D. Kingsley(2) | 63 | Yes | 2016 | 2 | Comp Gov | +Executive leadership +Corporate strategy +Operations |
Proxy Summary
| 2 | IDEXX 2026 PROXY STATEMENT |
Proxy Summary
| Board Member | Age(1) | Independent | Director Since | Number of Other Public Company Boards | Committee Membership | Key Skills That Are Particularly Relevant to Board Service | | Jonathan J. Mazelsky(3) | 65 | No | 2019 | 1 | None | +Executive leadership +Corporate strategy +Innovation and R&D | | Karen Peacock | 53 | Yes | 2025 | 1 | Comp Finance | +Executive leadership +Digital +Operations | | Sam Samad | 56 | Yes | 2019 | None | Audit Comp | +Financial acumen +Corporate finance +International business | | Sophie V. Vandebroek, PhD | 64 | Yes | 2013 | 2 | Gov Finance | +Innovation and R&D +Digital +Sustainability | | 1.Ages as of March 27, 2026. 2.Independent Non-Executive Board Chair who will become independent Lead Director immediately following the 2026 Annual Meeting. 3.To become Executive Chair of the Board immediately following the 2026 Annual Meeting. | | | | | Audit = Audit Committee Comp = Compensation and Talent Committee Gov = Governance and Corporate Responsibility Committee Finance = Finance Committee | |
Election of Directors
Election of Directors Our Board is divided into three classes, and members of each class hold office for three-year terms as set forth below: +Class I Directors—currently four Directors whose terms expire at the 2027 Annual Meeting; +Class II Directors—currently three Directors whose terms expire at the 2026 Annual Meeting; and +Class III Directors—currently four Directors whose terms expire at the 2028 Annual Meeting. Upon the recommendation of the Governance and Corporate Responsibility Committee, the Board has nominated Mr. Daniel M. Junius, Mr. Lawrence D. Kingsley and Sophie V. Vandebroek, PhD, our current Class II Directors, for re-election as Class II Directors, and the Board is asking shareholders to elect them for three-year terms expiring at the 2029 Annual Meeting. Each nominee meets Nasdaq independence requirements, and all of our nominees have consented to serve, if elected. If any of the nominees become unable to serve, proxies can be voted for a substitute nominee, or the Board may choose to reduce the size of the Board. Biographical information for all of our Directors, including the Director nominees, is provided below, along with information regarding some of the key experiences, qualifications, attributes and skills that our Directors bring to the Board and that contributed to each Director’s selection as a Board member and each Director nominee’s nomination for re-election at our 2026 Annual Meeting. There are no family relationships among the executive officers or Directors of IDEXX. For a summary of key information regarding the composition, backgrounds and skills of our Board, refer to the information above beginning on page 2 under “Board Composition, Backgrounds and Skills” and on page 32 under “Well-Rounded Board and Overall Board Effectiveness.”
Election of Directors
| | The Board of Directors recommends that you vote “FOR” the election of Mr. Daniel M. Junius, Mr. Lawrence D. Kingsley and Sophie V. Vandebroek, PhD. |
Election of Directors
| IDEXX 2026 PROXY STATEMENT | 19 |
Election of Directors
Director Nominees and Board Biographies Class II Director Nominees Whose Terms Would Expire in 2029
Election of Directors
| | | Experience ImmunoGen, Inc. +President and Chief Executive Officer (2009–2016) +President and Chief Operating Officer and Acting Chief Financial Officer (July 2008–December 2008) +Executive Vice President and Chief Financial Officer (2006–2008) +Senior Vice President and Chief Financial Officer (2005–2006) New England Business Service, Inc. +Executive Vice President and Chief Financial Officer (2002–2004) +Senior Vice President and Chief Financial Officer (1998–2002) Nashua Corporation +Vice President and Chief Financial Officer (1996–1998) +Joined in 1984 and held various financial management positions of increasing responsibility Qualifications +Financial Acumen: Extensive knowledge and experience in the review and preparation of financial statements and a strong understanding of complex financial and accounting topics, internal controls over financial reporting, and financial planning developed over the course of his almost twenty-five years serving in various financial management roles, including more than a decade as the chief financial officer of various companies. +Executive Leadership: Substantial executive leadership experience gained from serving as the Chief Executive Officer of ImmunoGen, Inc., a then public biotechnology company, which was acquired by AbbVie Inc. in February 2024, that developed targeted anticancer therapeutics, where he was credited with successfully building integrated research, clinical, regulatory and manufacturing functions at the company and expanding its technology portfolio significantly. +Corporate Strategy: Deep experience as displayed while at ImmunoGen, Inc., where under his leadership the company transformed from being a research-focused company to one with strong clinical development and manufacturing capabilities. +Mr. Junius also brings significant corporate governance, human capital management, innovation and R&D, operations, risk oversight and corporate finance skills and experience to the Board. Education +BA, Political Science, Boston College +MA, Management, Northwestern University’s Kellogg School of Management | | | Daniel M. Junius Retired President and Chief Executive Officer, ImmunoGen, Inc. Independent Director Age: 73 Director since: March 2014 Committees: Audit (Chair) Finance Former public company director service: +ImmunoGen, Inc. (Nov. 2008–Jun. 2018) +Vitae Pharmaceuticals, Inc. (Jul. 2016–Oct. 2016) +GlycoMimetics, Inc. (Mar. 2016–Jun. 2025) | |
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| 20 | IDEXX 2026 PROXY STATEMENT |
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| | | Experience Berkshire Partners LLC + Advisory Director (since 2016) Pall Corporation + Chairman (2013–2015) + Chief Executive Officer (2011–2015) IDEX Corporation + Chief Executive Officer (2005–2011) + Chief Operating Officer (2004–2005) Danaher Corporation + Corporate Vice President and Group Executive (March 2004–August 2004) + President of Industrial Controls Group (2002–2004) + President of Motion Group, Special Purpose Systems (2001–2002) Qualifications +Executive Leadership: Substantial experience leading high-technology, high-growth, multinational public companies as Chief Executive Officer of Pall Corporation, a global supplier of filtration, separations and purification products, and IDEX Corporation, a company specializing in fluid and metering technologies. +Corporate Strategy: Significant experience guiding strategy and transformation in various public company senior executive positions and on numerous public company boards of directors. +Operations: Extensive experience overseeing complex business operations, including operational, manufacturing, supply chain and commercial activities, developed over his extensive career as a senior executive at Pall Corporation, IDEX Corporation and Danaher Corporation. +Mr. Kingsley also brings significant international business, financial acumen, corporate governance, human capital management, corporate finance and risk oversight skills and experience to the Board. Education +BS, Industrial Engineering and Management, Clarkson University +MBA, College of William and Mary | | | Lawrence D. Kingsley Former Board Chair and Chief Executive Officer, Pall Corporation Independent Non-Executive Board Chair Age: 63 Director since: October 2016 +Independent Non-Executive Board Chair (since Nov. 2019) +Lead Director (May 2018 – Nov. 2019) Committees: Compensation and Talent Governance and Corporate Responsibility Other current public company director service: +Polaris Industries Inc. (since Jan. 2016) +Mirion Technologies, Inc. (since Oct. 2021) (Non-Executive Chair Oct. 2021–Feb. 2025) Former public company director service: +Rockwell Automation, Inc. (2013–2021) +Cooper Industries plc (formerly Cooper Industries Ltd.) (2007–2012) +Pall Corporation (2011–2015) +IDEX Corporation (2005–2011) | |
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| IDEXX 2026 PROXY STATEMENT | 21 |
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| | | Experience Strategic Vision Ventures LLC +Founder and owner (since February 2021) Massachusetts Institute of Technology School of Engineering +Inaugural Visiting Scholar (2019–2020 academic year) International Business Machines Corporation (IBM) +Vice President, Emerging Technology Partnerships (August 2018–August 2019) +Chief Operating Officer, IBM Research (January 2017–August 2018) Xerox Corporation +Chief Technology Officer and Corporate Vice President, Xerox Corporation (2006–2016) +President, Xerox Innovation Group (2006–2016) +Chief Engineer, Xerox Corporation (2002–2005) +Oversaw Xerox’s global research centers, including the Palo Alto Research Center Other Experience +Dr. Vandebroek is the Chair of the Advisory Committee of the Flanders AI Research Program, a Fellow of the Institute of Electrical & Electronics Engineers and was appointed to a five-year term as an honorary Professor at KU Leuven, Belgium, in 2021. Qualifications +Innovation and R&D: Long track record of innovation and experience managing balanced research and development portfolios at IBM and Xerox Corporation and experience as an investor and advisor to AI and biotechnology startups. +Digital: Deep experience and knowledge in information technology and cybersecurity, including overseeing significant information technology projects to facilitate business objectives, developed over the course of over twenty years serving in various senior executive roles at IBM and Xerox Corporation. +Sustainability: Substantial knowledge of and experience overseeing sustainability issues gained from her global outside private and public company board service. +Dr. Vandebroek also brings executive leadership, financial acumen, corporate governance, corporate strategy, operations, international business, human capital management and risk oversight skills and experience to the Board. Education +BS, Engineering, KU Leuven +MS, Electro-mechanical Engineering, KU Leuven +PhD, Electrical Engineering, Cornell University | | | Sophie V. Vandebroek, PhD Former Vice President, Emerging Technology Partnerships, International Business Machines Corporation, and Former Chief Technology Officer, Xerox Corporation Independent Director Age: 64 Director since: July 2013 Committees: Finance Governance and Corporate Responsibility Other current public company director service: +Wolters Kluwer N.V. (since Apr. 2020) +Revvity, Inc. (since Feb. 2024) Former public company director service: +Analogic Corporation (Aug. 2008–Jan. 2016) | |
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| 22 | IDEXX 2026 PROXY STATEMENT |
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Class II Director Expected to Join the Board Following the Adjournment of the 2026 Annual Meeting and Whose Term Would Expire in 2029*
Election of Directors
| | | Experience IDEXX +President and CEO-elect (to be effective May 2026) +Executive Vice President and General Manager, Point of Care Diagnostics & Telemedicine (since January 2024) +Senior Vice President and General Manager, Global Point of Care Diagnostics (January 2023–December 2023) +Senior Vice President and General Manager, Corporate & Strategic Accounts and Corporate Strategy & Advanced Analytics (January 2022–December 2022) +Senior Vice President and General Manager, Corporate & Strategic Accounts (January 2020–December 2021) +Various roles of increasing responsibility, including Corporate Vice President and General Manager of Veterinary Software & Services and Corporate & Strategic Accounts (October 2011–December 2019) McKinsey & Company +Roles of increasing responsibility, including Associate Principal (2003—2011) Qualifications +Executive Leadership: Substantial executive leadership and management experience developed in senior roles of increasing responsibility during his fourteen-year career at IDEXX across many key portions of our business, including diagnostics, software, strategy and corporate accounts. He led our strategic and corporate accounts function from 2018 through 2022 during a period when the percentage of veterinary clinics owned by corporate groups increased significantly and since 2023 has led our point of care diagnostics function, including IDEXX VetLab In-house Diagnostics, Diagnostic Imaging, Rapid Assay and Telemedicine lines of business. +Corporate Strategy: Deep experience in developing and implementing strategic initiatives driving long-term, durable growth and shareholder value, including playing a key role in advancing our innovation-driven agenda, shaping our strategy with respect to corporate accounts during a period of veterinary hospital consolidation and leading our corporate strategic function as Senior Vice President and General Manager, Corporate & Strategic Accounts and Corporate Strategy & Advanced Analytics in 2022. He also advised leading pharmaceutical, biotechnology and health service companies on matters of corporate strategy, including business development and health technology innovation, as an Associate Principal at McKinsey & Company. +Innovation and R&D: Extensive experience leading large-scale, R&D intensive innovations, including the development of our IDEXX inVue Dx™ Cellular Analyzer; menu expansions for existing platforms under our Technology for Life approach; software solutions, such as the 2024 update to our IDEXX VetLab Station user interface, to deliver advanced functionality and faster in-clinic diagnostic workflows; and incorporating AI into our products and services, including AI-powered imaging in our ImageVue™ DR50 Plus Digital Imaging System launched in early 2026. +Dr. Erickson also brings significant digital, international business, operations, corporate finance, human capital management, financial acumen, risk oversight and sustainability skills and experience to the Board. Education +BS, Electrical Engineering, Purdue University +PhD, Biomedical Engineering, The Johns Hopkins University School of Medicine | | | Michael G. Erickson, PhD Executive Vice President and General Manager, Point of Care Diagnostics and Telemedicine Director (anticipated) Age: 52 Director since: May 2026 (anticipated) Committees: None | | | *Under the terms of a letter agreement entered into between IDEXX and Dr. Erickson, in connection with, and effective upon, Dr. Erickson assuming the position of President and CEO of the Company immediately following the 2026 Annual Meeting, he will join the Board as a Class II Director with a term expiring at the 2029 Annual Meeting. | | |
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| IDEXX 2026 PROXY STATEMENT | 23 |
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Class I Directors Whose Terms Expire in 2027
Election of Directors
| | | Experience Campbell Soup Company +President/Divisional Chief Executive Officer, Pepperidge Farm Ltd. (2012–2015) +Senior Vice President, Global Baking and Snacking (2012–2015) +Senior Vice President and Global Chief Strategy Officer (2010–2012) +President, Foodservice, North America (2008–2010) +Vice President and General Manager, Sauces and Beverages (2005–2008) Kraft Foods, Inc. +Senior Vice President and General Manager, Salted Snacks (2004–2005) +Vice President, Snacks (2001–2004) +Vice President and Leader, Biscuits and Snacks, Canada (2000–2001) Qualifications +Human Capital Management: Deep understanding of human capital management and executive compensation matters gained through her general management roles, including as President/Divisional CEO of Pepperidge Farm, and her extensive public company board experience, including service as chair of human capital and compensation committees. +Operations: Experience managing the business operations at complex organizations, including operational, manufacturing, supply chain and commercial activities, developed through senior executive operational roles at Campbell Soup Company and Kraft Foods, Inc. +Corporate Strategy: Experience developing and implementing global and domestic corporate strategy in the highly competitive food and snack industry in her numerous leadership roles at Campbell Soup Company and Kraft Foods, Inc. +Ms. Chang Britt also brings significant executive leadership, financial acumen, corporate governance, innovation and R&D, international business, digital, corporate finance and risk oversight skills and experience to the Board. Education +BA, Anthropology, University of Toronto +MBA, University of Western Ontario | | | Irene Chang Britt Retired President/Divisional Chief Executive Officer, Pepperidge Farm Ltd. and Senior Vice President, Global Baking and Snacking, Campbell Soup Company Independent Director Age: 63 Director since: July 2023 Committees: Audit Compensation and Talent (Chair) Other current public company director service: +First Watch Restaurant Group, Inc. (since Jul. 2023) +Victoria Secret & Co. (since Aug. 2021) Former public company director service: +Brighthouse Financial, Inc. (Aug. 2017–Aug. 2023) +TerraVia Holdings, Inc. (Mar. 2016–2018) +Tailored Brands Inc. (Dec. 2015–Dec. 2020) +Dunkin’ Brand Group, Inc. (May 2014–Dec. 2020) +Sunoco, Inc. (Nov. 2011–Oct. 2012) | |
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| 24 | IDEXX 2026 PROXY STATEMENT |
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| | | Experience 3Com Corporation +President and Chief Executive Officer (January 2001–2006) +President and Chief Operating Officer (August 1998–January 2001) Digital Equipment Corporation +Senior Vice President, Sales and Marketing (1997–1998) +Vice President and General Manager, PC Business Unit (1995–1997) International Business Machines Corporation (IBM) +Various senior management and executive positions (1973–1995) Qualifications +International Business: Experience engaging in international business transactions during his time as President and Chief Executive Officer of 3Com Corporation, a then public company that provided global computer networking solutions, which was acquired by Hewlett-Packard in 2010, where he established a joint venture in China in partnership with a leading Chinese global telecom solutions provider and at IBM where he lived and worked in Hong Kong and Tokyo and was responsible for IBM’s Asia/South Pacific Area. +Digital: Deep understanding of advanced technology and how it may be utilized to further our corporate strategies and objectives, gained from his senior executive and outside public company roles at other high-technology companies. +Corporate Strategy: Substantial experience developing, executing and overseeing corporate strategy at high-technology companies, including during his tenures as Chief Operating Officer and Chief Executive Officer of 3Com Corporation and serving on the boards of other public companies in the high-technology industry. +Mr. Claflin also brings significant executive leadership, corporate governance, financial acumen, human capital management, innovation and R&D, operations, corporate finance and risk oversight skills and experience to the Board. Education +BA, Political Science, Pennsylvania State University | | | Bruce L. Claflin Retired President and Chief Executive Officer, 3Com Corporation Independent Director Age: 74 Director since: July 2015 Committees: Audit Compensation and Talent Other current public company director service: +Ciena Corporation (since Aug. 2006) Former public company director service: +Advanced Micro Devices, Inc. (2003– 2017) (Chairman, 2009–2016) +3Com Corporation (2001–2006) +Time Warner Telecom (2000–2003) | |
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| IDEXX 2026 PROXY STATEMENT | 25 |
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| | | Experience Intercom, Inc. +Board Advisor (2022–2023) +Chief Executive Officer (2020–2022) +Chief Operating Officer (2017–2020) Intuit Inc. +Senior Vice President, Small Business (2016–2017) +General Manager, Employee Management Solutions division (2014–2016) +Vice President, Product Management and Marketing (2011–2014) +Other senior roles of increasing responsibility (2002–2011) Qualifications +Executive Leadership: Substantial executive leadership experience gained from over five years in her roles as the Chief Executive Officer and Chief Operating Officer at Intercom, Inc., a customer service platform and leader in AI, during which time revenue increased fivefold and the company achieved profitability. Prior to that, Ms. Peacock helped build one of the world’s biggest SaaS businesses, and ultimately served as Senior Vice President, Small Business, where she led Intuit’s largest reportable segment with $3B in revenue. +Digital: As a seasoned executive with experience building and running software and technology businesses at various lifecycle stages, overseeing cloud-based product launches, and serving as a board member of Dropbox, a global collaboration platform provider, Ms. Peacock brings substantial AI, B2B and SaaS software experience to our Board. +Operations: Ms. Peacock brings significant experience managing complex business operations through her many senior roles at Intuit, including leading its Small Business segment, responsible for moving over $300B on behalf of customers each year, as well as in her roles as Chief Executive Officer and Chief Operating Officer of Intercom. +Ms. Peacock also brings valuable corporate governance, corporate strategy, corporate finance, risk oversight, innovation and R&D, human capital management and international business experience to our Board. Education +BA, Applied Mathematics, Harvard University +MBA, Stanford Graduate School of Business | | | Karen Peacock Former Chief Executive Officer of Intercom, Inc. and Former Senior Vice President and General Manager at Intuit Independent Director Age: 53 Director since: October 2025 Committees: Compensation and Talent Finance Other current public company director service: +Dropbox, Inc. (since 2019) (Lead Independent Director since 2025) | |
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| 26 | IDEXX 2026 PROXY STATEMENT |
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| | | Experience Quest Diagnostics Incorporated +Executive Vice President and Chief Financial Officer (since July 2022) Illumina, Inc. +Senior Vice President and Chief Financial Officer (January 2017–July 2022) Cardinal Health, Inc. +Senior Vice President and Corporate Treasurer (February 2012–January 2017) +Senior Vice President and Chief Financial Officer, Pharmaceutical Segment (2009–2012) +Vice President, Healthcare Supply Chain Services (2007–2009) Other Experiences +Various finance roles at Eli Lily and Company and PepsiCo, Inc. Qualifications +Financial Acumen: Substantial experience in the review and preparation of financial statements and a strong understanding of complex financial and accounting topics, internal controls over financial reporting and financial planning, gained through his current role as Chief Financial Officer of Quest Diagnostics Incorporated and prior role at Illumina, Inc. +Corporate Finance: Deep experience and knowledge in matters of corporate finance, including capital market transactions and mergers and acquisitions, developed during his long career holding roles of increasing responsibility in the finance field. +International Business: Extensive international operational experience, including during his tenure at Cardinal Health where he had significant leadership responsibility for the China business operations. +Mr. Samad also brings significant executive leadership, corporate governance, corporate strategy, innovation and R&D, digital, human capital management, operations, sustainability and risk oversight skills and experience to the Board. Education +Bachelor’s Degree in Business Administration (BBA), American University of Beirut +MBA, McMaster University | | | Sam Samad Executive Vice President and Chief Financial Officer, Quest Diagnostics Incorporated Independent Director Age: 56 Director since: July 2019 Committees: Audit Compensation and Talent | |
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| IDEXX 2026 PROXY STATEMENT | 27 |
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Class III Directors Whose Terms Expire in 2028
Election of Directors
| | | Experience Integra LifeSciences Holdings Corporation +Non-Executive Chair of Board of Directors (June 2012–February 2024; since July 2025) +Executive Chair of Board of Directors (January 2012–June 2012; February 2024–June 2025) +Chief Executive Officer (1997–2012) Prettybrook Partners LLC +Managing Director (since 2012) Wellington Partners Advisory AG +Venture Partner (since 2013) TowerBrook Capital Partners +Senior Advisor (2010–2025) Goldman, Sachs and Co. +Managing Director, M&A, specializing in the medical device, pharmaceutical and biotechnology sectors (1987–1997) Qualifications +Executive Leadership: Extensive executive management experience and deep strategic expertise in the global healthcare industry gained from over twenty-five years of experience in developing, executing and overseeing the corporate strategy of Integra LifeSciences Holdings Corporation, a manufacturer of medical devices used in neurosurgery and orthopedic surgery, as its Chief Executive Officer for fifteen years and board chair since 2012, during which time revenues increased by over a hundredfold. +Corporate Strategy: Substantial experience in developing, assessing, executing and overseeing corporate strategy in the global healthcare industry acquired over the course of his career in various roles, including through his tenure as the Chief Executive Officer of Integra LifeSciences and significant outside board service, as well as his investment banking, venture capital and private equity firm experiences. +Corporate Finance: Deep knowledge of capital markets, investment banking, and mergers and acquisitions acquired throughout the course of his career in investment banking, during which he specialized in the medical device, pharmaceutical and biotechnology sectors, and applied throughout his career at Integra LifeSciences and his outside board service. +Dr. Essig also brings significant corporate governance, innovation and R&D, human capital management, financial acumen, international business, operations and risk oversight skills and experience to the Board. Education +BA, School of Public and International Affairs at Princeton University +MBA, University of Chicago +PhD, Financial Economics, University of Chicago | | | Stuart M. Essig, PhD Non-Executive Chair, Integra LifeSciences Holdings Corporation Independent Director Age: 64 Director since: July 2017 Committees: Finance (Chair) Governance and Corporate Responsibility Other current public company director service: +Integra LifeSciences Holdings Corporation (since 1997) (Non-Executive Chair, June 2012–Feb. 2024; since July 2025) (Executive Chair Jan. 2012–June 2012; Feb. 2024–June 2025) +Piper Sandler Companies (since Feb. 2026) Former public company director service: +Orthofix Medical Inc. (2023–2024) +Owens & Minor, Inc. (2013–2019) +SeaSpine Holdings Corporation (2015–2023) (Lead Director 2015–2023) +St. Jude Medical, Inc. (1999–2017) +Vital Signs, Inc. (1998–2002) +Zimmer Biomet Holdings, Inc. (2005–2008) | |
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| 28 | IDEXX 2026 PROXY STATEMENT |
Election of Directors
| | | Experience State Street Corporation +Board Chair (2011–2019) +Chief Executive Officer (2010–2018) +President and Chief Operating Officer (2008–2014) +Executive Vice President and Head of Investor Services Division (2002–2008) +Vice Chairman and Global Business Experience Head of Investment Servicing and Investment Research and Trading (2006) Boston Financial Data Services +President and Chief Executive Officer (1990–2000) National Financial Data Services +President and Chief Executive Officer (1988–1990) Qualifications +Executive Leadership: Extensive leadership and management experience gained in roles of increasing seniority in the global financial services industry, including as Board Chair and Chief Executive Officer of State Street, during which time he oversaw the servicing of over $35 trillion of assets and the stewardship of over $4 trillion in capital. +Corporate Governance: Substantial experience with corporate governance gained from public company board experience and as a public company executive leading State Street. Mr. Hooley’s unique background gives him deeper insight into institutional investors’ points of view and ensures those perspectives are incorporated into Board discussions with management. +Corporate Strategy: Deep experience in developing, executing and overseeing corporate strategy in the global financial services industry. To that end, as Board Chair and Chief Executive Officer of State Street, Mr. Hooley led the organization through a period of global growth and technological transformation and helped it navigate the post-financial crisis of 2008. +Mr. Hooley also brings significant financial acumen, international business, operations, corporate finance, digital, innovation and R&D, risk oversight and human capital management skills and experience to the Board. Education +BS, Marketing, Boston College | | | Joseph L. (Jay) Hooley Retired Chief Executive Officer and Board Chair of State Street Corporation Independent Director Age: 69 Director since: July 2025 Committees: Audit Governance and Corporate Responsibility Other current public company director service: +Exxon Mobil Corporation (since 2020) (Independent Lead Director since 2022) +Aptiv PLC (since 2020) Former public company director service: +State Street Corporation (2009–2019) (Board Chair, 2011–2019) | |
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| IDEXX 2026 PROXY STATEMENT | 29 |
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| | | Experience IDEXX +President and Chief Executive Officer (since October 2019) +Interim President and Chief Executive Officer (June 2019–October 2019) +Executive Vice President (August 2012–June 2019) Philips Healthcare, a subsidiary of Royal Philips Electronics (now named Royal Philips) +Senior Vice President and General Manager, Computed Tomography, Nuclear Medicine and Radiation Therapy Planning (2010–2012) +Various roles of increasing responsibility (2001–2010) Agilent Technologies (acquired by Royal Philips Electronics in 2001) +Executive in Charge, Agilent Healthcare Solutions Group divestiture (2000–2002) +General Manager, Medical Consumables Business Unit (1997–2000) Hewlett Packard +Various roles in finance, marketing and business planning (1988–1996) Qualifications +Executive Leadership: Extensive leadership and management experience gained during his time in various roles at IDEXX, including as President and Chief Executive Officer, during which time he has prioritized innovation, built expanded commercial capabilities and scaled our warehouse, distribution and manufacturing capabilities to support continued growth, and as Executive Vice President, where he was responsible for the North American Companion Animal Group Commercial Organization and key elements of the innovation portfolio, including IDEXX VetLab In-house Diagnostics, Diagnostic Imaging, Veterinary Software and Services, Rapid Assay and Telemedicine lines of business. +Corporate Strategy: Deep experience developing and implementing strategies for continued long-term sustainable growth at IDEXX, including transforming our go-to-market strategy in North America in 2014, significant international commercial expansions, investments in innovation and an emphasis on delivering a differentiated customer experience. +Innovation and R&D: Substantial experience leading organizations to create innovative, integrated healthcare solutions that improve the standard of care, including at Philips Healthcare and IDEXX; as President and Chief Executive Officer of IDEXX, he has prioritized investment in (and focus on) intelligent innovation, resulting in the introduction of multiple customer-centric products and services that will advance pet healthcare, including IDEXX Cancer Dx™ (a first-of-its-kind diagnostic panel that detects canine lymphoma), IDEXX inVue Dx™ Cellular Analyzer (a slide-free instrument that assesses cells in their natural state) and Vello™ (a pet-owner engagement software solution). +Mr. Mazelsky also brings significant corporate governance, financial acumen, human capital management, international business, digital, corporate finance (including mergers and acquisitions), operations, sustainability and risk oversight skills and experience to the Board. Education +BA, Mathematics, University of Rochester +MBA, University of Chicago Booth School of Business | | | Jonathan J. Mazelsky President and Chief Executive Officer, IDEXX Laboratories, Inc. Director Age: 65 Director since: October 2019 Committees: None Other current public company director service: +Dentsply Sirona Inc. (since May 2023) | |
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| 30 | IDEXX 2026 PROXY STATEMENT |
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Class III Director Who Will Be Retiring in May 2026
Election of Directors
| | | Experience Szostak Partners +Founder, President (since 2004) Fleet/Boston Financial Group (now Bank of America) +Board Chair and Chief Executive Officer, Fleet Bank-Rhode Island (2001–2003) +Corporate Executive Vice President and Chief Human Resources Officer, FleetBoston Financial Group (1998–2004) +Board Chair, President and Chief Executive Officer, Fleet-Maine (1991–1994) Qualifications +Executive Leadership: Substantial executive leadership experience gained from her roles at Fleet/Boston Financial Group, including serving as the Chief Executive Officer of two major bank subsidiaries, as well as through completion of several executive education programs at Harvard Business School. +Corporate Governance: Extensive experience with corporate governance gained from substantial public company board experience and service as board chair and chief executive officer of two major bank subsidiaries. +Human Capital Management: Deep experience with human capital management matters, including executive succession planning, which is within the purview of our Governance and Corporate Responsibility Committee, gained from her Chief Executive Officer experience and long history of human resources leadership, including during her tenure as Chief Human Resources Officer at Fleet/Boston Financial Group. +Ms. Szostak also brings significant financial acumen, corporate strategy, international business, operations, corporate finance and risk oversight skills and experience to the Board. Education +BA, Sociology, Colby College | | | M. Anne Szostak Retired Executive, Fleet/Boston Financial Group (now Bank of America) Independent Director Age: 75 Director since: July 2012 Committees: Audit Governance and Corporate Responsibility (Chair) Former public company director service: +Tupperware Brands Corporation (2000–2025) +Belo Corporation (2004–2013) +ChoicePoint Corporation (2005–2008) +SFN Group, Inc. (2005–2011) +Dr. Pepper Snapple Group, Inc. (2008–2018) | |
Election of Directors
| IDEXX 2026 PROXY STATEMENT | 31 |
Election of Directors
Well-Rounded Board and Overall Board Effectiveness We believe that having a wide range of backgrounds, skills, experiences and perspectives on our Board helps drive innovation, commercial execution, customer experience and a better understanding of our stakeholders and contributes to overall Board effectiveness. Accordingly, the Governance and Corporate Responsibility Committee actively seeks out highly qualified candidates with a range with different backgrounds, skills, experiences and perspectives to include in the pool of potential Board nominees. For more information regarding the composition, backgrounds and skills of our Board, refer to the information above beginning on page 2 under “Board Composition, Backgrounds and Skills” and our Directors’ individual biographical information under “Director Nominees and Board Biographies” beginning on page 20. Board Refreshment and Succession Planning Our Governance and Corporate Responsibility Committee identifies, reviews and recommends candidates for nomination to our Board in accordance with its charter and our Corporate Governance Guidelines. To select candidates who will contribute to Board effectiveness and the continued fulfillment of our Purpose, our Governance and Corporate Responsibility Committee actively plans for Board succession and refreshment throughout the year:
Election of Directors
| Strategic and Risk Review This annual strategic planning process and enterprise risk assessment informs the Governance and Corporate Responsibility Committee’s understanding of the specific skill sets that would contribute to Board effectiveness. | | Board Self-Assessment Governance and Corporate Responsibility Committee uses this rigorous, 360-degree annual assessment to identify any future needs—particularly in light of our long-term strategy, risks, potential Director retirements and the Board’s assessment of the contributions of each individual Director. | | Board Composition Review Governance and Corporate Responsibility Committee annually reviews the Board composition and each Director’s skill set. | | Recruitment and Nomination Process Governance and Corporate Responsibility Committee identifies and evaluates potential candidates and recommends nominees to the Board; Board selects nominees for election by shareholders. | | Election Shareholders vote on nominees. |
Election of Directors
Each year, our Governance and Corporate Responsibility Committee leverages insights from the Board’s annual review of our long‑term strategic plan and related enterprise risk assessment to identify the capabilities, skills, backgrounds and experiences it believes would best enable our Board to support our Purpose, including the creation of exceptional long-term shareholder and stakeholder value, in both the present and the future.
Election of Directors
| 32 | IDEXX 2026 PROXY STATEMENT |
Election of Directors
The Governance and Corporate Responsibility Committee then considers the results of our annual Board self-assessment and evaluates the Board’s composition and each Director’s skill set and contributions to the Board to determine whether our Directors’ current capabilities, skills, backgrounds and experiences align with the long-term needs of our Board. Based on this review, consideration of overall Board and individual Director tenure, as well as our Director age limit in our Corporate Governance Guidelines—which requires each Director to retire at the next Annual Meeting after their 75th birthday, subject to any Board-approved exception—the Governance and Corporate Responsibility Committee determines whether and when Board refreshment is needed and the capabilities, skills, backgrounds and experiences that candidates should possess. The Governance and Corporate Responsibility Committee engages in the process described below under “Director Nomination Process” if it is determined that Board refreshment is advisable. Once candidates are recommended to the Board, the Board selects nominees to be voted upon by our shareholders, or if a candidate is recommended to fill a Board vacancy, they may be elected by the vote of a majority of the Directors then in office. Applying this approach, the Board successfully recruited and elected two new independent Directors, Mr. Joseph L. (Jay) Hooley and Ms. Karen Peacock, to our Board in 2025, each of whom brings unique and highly valuable experiences, skills and perspectives to our Board that we believe will positively contribute to our Board’s overall effectiveness and which demonstrates our commitment to Board refreshment. Each of these Directors brings unique and highly valuable backgrounds, experiences, skills and perspectives to our Board that we believe will positively contribute to our Board’s overall effectiveness. Director Nomination Process
Election of Directors
| 01 | Establish Nominee Criteria | +The Governance and Corporate Responsibility Committee creates a candidate specification that identifies the capabilities, skills, background and experiences of an ideal candidate in light of our Board’s composition, the refreshment and succession planning process described above, our business and strategy and our general criteria for Directors set forth in our Corporate Governance Guidelines. | | 02 | Candidate Search Process | +The Governance and Corporate Responsibility Committee engages in a search process to identify potentially qualified candidates meeting the Director nominee specification. The Governance and Corporate Responsibility Committee solicits and considers recommendations from shareholders, Directors and management and is often assisted by a third-party executive search firm. | | 03 | Candidate Evaluations | +The Governance and Corporate Responsibility Committee evaluates candidates through a review and evaluation of biographical and background information relating to potential candidates, interviews of selected candidates by some or all members of the Board and reference and background checks on selected candidates. Management may also interview selected candidates, and from time to time, one or more third-party firms may assist the Governance and Corporate Responsibility Committee in carrying out these activities. | | 04 | Recommendation to Board | +The Governance and Corporate Responsibility Committee recommends a selected candidate to the Board, and the Board determines whether to nominate the selected candidate to be voted upon by our shareholders or to elect the selected candidate by a vote of majority of the Directors in the case a candidate is recommended to fill a vacancy on the Board. |
Election of Directors
| IDEXX 2026 PROXY STATEMENT | 33 |
Election of Directors
Director Nominee Criteria and Qualifications To be considered for nomination to the Board, a candidate must meet the following minimum criteria: +Reputation for integrity, honesty and adherence to high ethical standards; +Demonstrated business acumen, experience and ability to exercise sound judgment in matters that relate to our current and long-term objectives; +Willingness and ability to contribute positively to our decision-making process; +Record of substantial achievement in one or more areas that are relevant to us and a general understanding of the issues facing public companies of a size and operational scope similar to us; +Commitment to understanding us and our industry and to devoting adequate time and effort to Board responsibilities, including regularly attending and participating in Board and Committee meetings; +Interest in and understanding of the sometimes conflicting interests of our various constituencies, which include shareholders, employees, customers, government entities, suppliers, creditors and the general public, and willingness to act in the interests of our stakeholders in a manner consistent with applicable fiduciary duties; +Ability to frame an issue, opinion or idea clearly and succinctly, avoid unnecessary details or tangents, and tie their commentary to relevant decisions, strategies, risks and opportunities; and +Capacity to serve on our Board and an absence of any conflict of interest, or appearance of a conflict of interest, that would impair the Director’s ability to fulfill the responsibilities of a Director. Our Governance and Corporate Responsibility Committee and Board also focus on representation of a wide range of backgrounds, skills, experiences and perspectives on our Board and accordingly actively seeks out highly qualified candidates with a range of different backgrounds, skills, experiences and perspectives in the Board nomination process, as described earlier under “Well-Rounded Board and Overall Board Effectiveness.” In addition, the Governance and Corporate Responsibility Committee evaluates whether potential candidates possess the desired capabilities, skills, attributes and experiences that would best enable our Board to support our business strategy, priorities and Purpose, including the creation of exceptional long-term shareholder value, in both the present and the future, as described earlier under “Board Refreshment and Succession Planning,” and whether the candidates meet the other applicable requirements under our Corporate Governance Guidelines, including the Director independence requirements described under “Director Independence” on page 41 and the maximum number of outside directorships generally permitted for our Directors as described under “Director Overboarding Policy” on page 40. Shareholder Recommendation and Nomination of Directors Shareholders who want to recommend a candidate for Director should submit the name of the candidate to our Executive Vice President, General Counsel and Corporate Secretary at our principal executive offices, together with biographical information and background material sufficient for the Governance and Corporate Responsibility Committee to evaluate the recommended candidate based on its selection criteria, and a statement as to whether the shareholder or group of shareholders making the recommendation has beneficially owned more than 5% of our common stock for at least one year as of the date the recommendation is made. Assuming that appropriate biographical and background material has been provided on a timely basis, the Governance and Corporate Responsibility Committee will apply the same selection criteria, and follow substantially the same process, in considering each qualifying shareholder recommendation as it does in considering other prospective Director nominees. If the Board determines to nominate a shareholder-recommended candidate and recommends their election, then their name will be included on the proxy card for our next Annual Meeting.
Election of Directors
| 34 | IDEXX 2026 PROXY STATEMENT |
Election of Directors
Shareholders also have the right under our Amended and Restated By-Laws to nominate Director candidates directly, without any action or recommendation on the part of the Governance and Corporate Responsibility Committee or the Board, by following the procedures described under “Proposals Submitted Outside of Rule 14a-8” beginning on page 144. Majority Voting and Director Resignation Our Amended and Restated By-Laws provide that, in an uncontested election of Directors, a nominee who does not receive at least a majority of votes cast with respect to their election will not be elected. Pursuant to our Director Resignation Policy included in our Corporate Governance Guidelines, a Director who is not re-elected is expected to promptly tender their resignation, and the Governance and Corporate Responsibility Committee must make a recommendation to the Board as to whether to accept the resignation. Following the Governance and Corporate Responsibility Committee’s recommendation, the Board must determine whether or not to accept that Director’s resignation, considering any factors it deems relevant. The Board must act on the recommendation of the Governance and Corporate Responsibility Committee within 90 days of the certification of the shareholder vote.
Election of Directors
| IDEXX 2026 PROXY STATEMENT | 35 |
Corporate Governance
Corporate Governance Our Corporate Governance Framework We are proud of our commitment to sound corporate governance and high ethical standards, and we believe that this commitment has contributed to our success in building long-term value for our shareholders and other stakeholders by: +Strengthening Board and management accountability and effectiveness; +Promoting alignment with the long-term interests of our shareholders and other stakeholders; and +Helping to maintain our shareholders’ and other stakeholders’ trust in IDEXX. Our corporate governance framework includes our corporate governance policies and practices and provides the structure that enables our Board to provide effective oversight and counsel for IDEXX.
Corporate Governance
| Visit the Corporate Governance section of our website (www.idexx.com) to learn more about, and access copies of, our corporate documents and corporate governance policies, including our: +Corporate Governance Guidelines +Code of Ethics +Amended and Restated Certificate of Incorporation +Amended and Restated By-Laws +Board Committee Charters Hard copies of these documents are available on request by contacting our Executive Vice President, General Counsel and Corporate Secretary at IDEXX Laboratories, Inc., One IDEXX Drive, Westbrook, Maine 04092. Information on our website does not constitute part of this Proxy Statement. |
Corporate Governance
| 36 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
Notable Corporate Governance Highlights Our Board has implemented and maintains strong corporate governance policies and practices, and it regularly reviews these policies and practices in light of the evolving landscape to identify and implement best practices for IDEXX that it believes will enable us to fulfill our Purpose and support the creation of exceptional long-term value. We believe that our strong governance policies and practices summarized below and the Board’s effective stewardship have enabled us to achieve strong long-term financial performance relative to our peers and the S&P 500 Index.
Corporate Governance
| Board Independence | | +Independent Non-Executive Board Chair (an independent Lead Director following our 2026 Annual Meeting) +Fully independent Board except for our CEO (except for our CEO and Executive Chair following the 2026 Annual Meeting) +Fully independent Audit, Compensation and Talent, Finance and Governance and Corporate Responsibility Committees +Executive sessions of independent Directors generally held at each regularly scheduled Board meeting |
Corporate Governance
| Board Effectiveness | | +Commitment to Board refreshment +Robust Director nominee selection process aligned with our long-term, strategic needs +Focus on representation of a wide range of backgrounds, skills, experiences and perspectives on the Board +Rigorous annual, 360-degree self-assessments of the Board, its Committees, the independent Board Chair and each Director +Continuing education opportunities available for Directors on an ongoing basis +Robust and tailored onboarding program for new Directors +Director retirement at the next Annual Meeting after 75th birthday, subject to any approved exception |
Corporate Governance
| Strategy, Risk Management and Succession Planning | | +Annual corporate strategy review by the Board +Risk management oversight by the Board and its Committees +Audit Committee oversight of cybersecurity risk management +Board oversight of overall strategy and management of material environmental, social and governance risks and opportunities +Active Board participation in and oversight of CEO and executive officer succession planning, including the previously announced planned CEO transition taking place in May 2026 |
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 37 |
Corporate Governance
| Further Best Practices | | +Majority vote standard in uncontested Director elections +Proxy access rights +Majority vote standard to amend our organizational documents +No shareholder rights plan (poison pill) +Robust stock ownership and retention guidelines for Directors and senior executives +Prohibition of pledging, hedging and short sales of stock +Clawback policy that complies with and exceeds applicable Nasdaq and SEC requirements |
Corporate Governance
Board of Directors and Its Oversight of IDEXX Our Board currently has eleven members. The Board meets throughout the year on a set schedule, and it also holds special meetings and acts by written consent from time to time as appropriate. The Board has delegated various responsibilities and authority to its four standing Committees: the Audit Committee, the Compensation and Talent Committee, the Governance and Corporate Responsibility Committee and the Finance Committee. For more information regarding the Board Committees, refer to the discussion under “Board Committees” beginning on page 52. The Board is responsible for monitoring the overall performance of IDEXX. Among other things, the Board, directly and through its Committees: +Oversees our long-term strategy for creating enduring growth and value creation; +Reviews and approves our key financial and other objectives, the annual budget and other significant actions and transactions; +Oversees our processes for maintaining the integrity of our financial statements and other public disclosures and our compliance with the law and high ethical standards; +Oversees the prudent management of risk, including cybersecurity risk management; +Oversees plans for CEO succession and reviews management’s succession planning for other key executive officers; +Oversees our executive compensation program, policies and practices; +Reviews the performance of the CEO, determines the CEO’s compensation and reviews and approves the CEO’s compensation recommendations for our other executive officers, making changes when deemed appropriate; +Monitors shareholder engagement and communications; and +Oversees our overall corporate responsibility strategy and management of material environmental, social and governance risks and opportunities. In accordance with general corporate legal principles applicable to corporations organized under the laws of Delaware, the Board does not manage the day-to-day operations of IDEXX.
Corporate Governance
| 38 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
As previously disclosed in a Form 8-K filed on January 13, 2026, Mr. Mazelsky announced his intent to retire from all of his positions at IDEXX, including our Board, as of the conclusion of the 2027 Annual Meeting of Shareholders. In light of Mr. Mazelsky’s planned retirement, the Board approved a CEO transition plan under which Mr. Mazelsky will step down as President and CEO effective upon the adjournment of the 2026 Annual Meeting on May 12, 2026, and Michael G. Erickson, PhD, will assume the role of President and CEO. At the Board’s request, Mr. Mazelsky will serve as Executive Chair for a one-year period until his retirement in May 2027. In his capacity as Executive Chair, Mr. Mazelsky’s primary focus will be to facilitate a smooth and seamless CEO transition and provide support, advice, and mentorship to Dr. Erickson. This planned CEO transition is the culmination of an orderly, robust and multi-year succession planning process overseen by the Board, which included the thoughtful and strategic investment in the development of our senior executives to prepare them for executive leadership roles of greater responsibility. Development plans for our senior executives included, among other things, carefully planned portfolio changes and expansions, executive education and mentoring and meetings with important external stakeholders, such as investors and customers. The Board regularly monitored individual performance and progress against development plan milestones and met multiple times with senior management team members with potential to be internal CEO candidates. The Board also identified the specific experiences, qualifications, attributes and skills they determined to be necessary and advisable for an individual to effectively serve as our President and CEO and create long-term value for our shareholders and other stakeholders. In addition to the development of internal talent, the Board conducted a market check to consider external candidates but concluded that selecting an internal candidate would be in the Company’s best interests. The Board received assistance throughout the process from a leading independent global organizational consulting firm. The Board ultimately identified Dr. Erickson as the right candidate to succeed Mr. Mazelsky as our President and CEO. The Board unanimously selected Dr. Erickson based on his proven 14-year track record of management, operational and innovation successes at IDEXX, deep and broad understanding of our business and the veterinary diagnostics industry, gained from having served in senior leadership positions across many key portions of our business (including diagnostics, software, strategy and corporate accounts), strategic vision for continued long-term, sustainable growth at IDEXX and nearly two decades of leadership experience and significant healthcare technology and innovation expertise. The Board believes this thorough CEO succession process reflects the strength and rigor of its focus on, and oversight of, CEO and executive succession planning. Moreover, the Board is highly confident that Dr. Erickson is uniquely well-situated to lead IDEXX forward and continue advancing our innovation-driven strategy to create long-term value for our shareholders and other stakeholders. Board Meetings and Attendance Directors are responsible for attending Board and Committee meetings and for devoting the time needed to discharge their responsibilities properly. The Board held seven meetings in 2025, and the Committees held a total of twenty-two meetings in 2025. Each of our Directors attended at least 75% of the meetings of the Board and each Committee on which they served in 2025. We schedule Board and Committee meetings to coincide with the Annual Meeting, and Directors are expected to attend the 2026 Annual Meeting. Last year, all of our Directors then serving attended our 2025 Annual Meeting.
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 39 |
Corporate Governance
Director Overboarding Policy To help ensure that Directors have sufficient time to fulfill their duties as a director, the Board has adopted an overboarding policy contained in our Corporate Governance Guidelines. The overboarding policy provides that, unless an exception has been granted by the Board upon recommendation of the Governance and Corporate Responsibility Committee: +Directors cannot serve on more than three other public company boards; +Audit Committee members cannot serve on more than two other public company audit committees or, if an Audit Committee member is a retired certified public accountant, chief financial officer or controller, or is a retired executive with similar experience, then they cannot serve on more than three other public company audit committees; and +Directors who are CEOs of public companies cannot serve on more than two other public company boards (including the board of their employer). Directors are expected to inform the General Counsel of any public company directorship or public company board chair position that they are considering prior to being nominating for or accepting that directorship or board chair position to confirm, among other things, that acceptance of the directorship or board chair position would not result in a violation of the overboarding policy. The Governance and Corporate Responsibility Committee monitors compliance with the overboarding policy at least annually and as appropriate from time to time throughout the year. Each of our Directors is in compliance with the overboarding policy. New Director Orientation and Onboarding We have a robust new Director orientation and onboarding program, including committee orientation and onboarding as applicable, that enables new members of the Board to quickly become active and effective Board members and make contributions to the Board at the start of their service. Our orientation and onboarding includes individual meetings with members of the Board, senior management and external advisors, as well as facility tours and optional attendance at certain industry trade shows. The orientation and onboarding process is designed to provide new Directors with comprehensive information about, among other things, our business, strategy, capital structure, financial performance, industry landscape and risk oversight, as well as the policies, procedures and responsibilities of the Board and its Committees. The orientation and onboarding program is based on the skills, experience and background of each new Director. The Governance and Corporate Responsibility Committee is responsible for overseeing the orientation program and our General Counsel and Corporate Secretary is responsible for administering the program and reporting to the Governance and Corporate Responsibility Committee regarding the status of the orientation process as to each new Director. Director Education To maintain and enhance the effectiveness of the Board, the Board supports the continuing education by each Director on an ongoing basis regarding director duties and responsibilities, including with respect to corporate governance; legal, regulatory and accounting developments; shareholder engagement; and other topics relevant to the oversight of our business. We reimburse Directors for reasonable expenses incurred in connection with continuing education, provide memberships and subscriptions to various relevant organizations and periodicals and regularly make information available to all Directors regarding external director education programs. The Board and Committees also regularly review developments in corporate governance to continue enhancing Board effectiveness. In addition, third-party experts and advisors, including financial, accounting and legal advisors, provide presentations to the Board and Committees from time to time on salient topics relevant to the oversight of our business.
Corporate Governance
| 40 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
Director Independence Under our Corporate Governance Guidelines, at least a majority of our Directors must be “independent” as defined by Nasdaq rules. The Finance Committee’s charter requires that at least a majority of its members be independent, and each other Committee’s charter requires all of its members to be independent. Audit Committee and Compensation and Talent Committee members must satisfy additional independence criteria, as follows: +Under the Audit Committee charter, each Audit Committee member must also satisfy the independence criteria set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (Exchange Act); and +Under the Compensation and Talent Committee charter, each Compensation and Talent Committee member must also satisfy the heightened independence standard described in Nasdaq Rule 5605(d)(2)(A) and qualify as a “non-employee director” pursuant to Rule 16b-3 under the Exchange Act. The Board, in consultation with the Governance and Corporate Responsibility Committee, determines the independence of each Director. The Board has determined that: +Each of the current Directors other than Mr. Mazelsky, our President and CEO (and Dr. Erickson when he joins the Board in May 2026), is independent under Nasdaq rules and Asha S. Collins, PhD, was independent under Nasdaq rules during the time that she served as a Director; +Each Audit Committee member also satisfies the independence criteria of Rule 10A-3(b)(1) under the Exchange Act; and +Each Compensation and Talent Committee member also satisfies the heightened independence criteria under Nasdaq rules and qualifies as a “non-employee director” pursuant to Rule 16b-3 under the Exchange Act. In determining Mr. Samad’s independence, the Board and Governance and Corporate Responsibility Committee each considered Mr. Samad’s position, since July 2022, as Executive Vice President and Chief Financial Officer of Quest Diagnostics Incorporated, which provides certain remote route freight services to IDEXX, which we refer to as the Quest Transactions. The Board and Governance and Corporate Responsibility Committee each considered several factors, including the following: +IDEXX’s relationship with Quest predates Mr. Samad joining the Board; +Mr. Samad did not participate in the negotiation of the terms of the Quest Transactions; +Quest’s services were provided on arm’s length terms and conditions and in the ordinary course of business; and +The services provided by Quest to IDEXX are routine and limited in scope (IDEXX paid Quest approximately $1.0 million in 2023, $0.9 million in 2024 and $0.8 million in 2025). Considering these and other factors, the Board and Governance and Corporate Responsibility Committee each concluded that the Quest Transactions would not affect Mr. Samad’s independence. Board Structure Our Board currently is divided into three classes, with each class consisting, as nearly as possible, of one-third of the total number of Directors. Each class is elected to serve a three-year term. We believe that our current board structure has supported favorable long-term value creation and returns for our shareholders by facilitating investments in our business and innovation agenda with a long-term focus. In addition, the current structure has helped to foster stability and continuity on our Board, enabling our Directors to develop substantial knowledge of our business and industry to effectively oversee our long-term strategy.
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 41 |
Corporate Governance
As part of our continuous evaluation of our corporate governance practices, our Board regularly assesses the advisability of our current Board structure and whether it remains in the best interests of IDEXX and its shareholders in light of relevant facts and circumstances. As part of this assessment the Board also considers its shareholders’ views and perspectives. In our proxy statement for our 2025 Annual Meeting of Shareholders, we included a non-binding shareholder proposal requesting the declassification of our Board and our Board made no voting recommendation on this proposal to provide an opportunity for shareholders to express their views on the topic without being influenced by the Board. This non-binding proposal received significant shareholder support. During the Board’s review of the continued advisability of the current classified board structure, the Board considered the high level of support for the shareholder proposal and subsequent shareholder input and assessed how to most effectively respond to this shareholder feedback. Based on this review and assessment, the Board has determined it is in the best interests of IDEXX and its shareholders to declassify the Board over a three-year period beginning at our 2027 Annual Meeting of Shareholders, culminating in elimination of the classified structure as of the 2029 Annual Meeting of Shareholders. Accordingly, the Board has submitted to shareholders proposed amendments to our Certificate of Incorporation to implement this phased-in declassification. For more information regarding the proposal, refer to “Proposal Four—Amend Certificate of Incorporation to Declassify the Board” beginning on page 132. Board Leadership Structure The Board believes one of its most important responsibilities is to determine the appropriate leadership structure for the Board at a given time that best enables it to provide effective, independent oversight of management and support long-term value creation for IDEXX and our stakeholders, considering the specific characteristics and circumstances of IDEXX at that time. Accordingly, the Board does not have a predetermined policy as to whether or not the roles of the Board Chair and CEO should be combined or separate or whether the Board Chair should be independent. Instead, the Board takes a flexible approach, enabling it to adapt its leadership structure to best meet the needs of the Board, IDEXX and our shareholders and other stakeholders as characteristics and circumstances of IDEXX change. Each year, the Board, through the Governance and Corporate Responsibility Committee, assesses the Board’s leadership structure, including whether the roles of Board Chair and CEO should be combined or separate and what leadership structure is appropriate given the specific characteristics and circumstances of IDEXX at that time. The Board also, as appropriate, assesses Board Chair and CEO succession and transition planning considerations in determining the appropriate leadership structure of the Board. Mr. Kingsley has led our Board as our Independent Non-Executive Board Chair since November 2019. In connection with the planned CEO transition our Board approved in January 2026, it reassessed its leadership structure. Based on this review, and upon the recommendation of the Governance and Corporate Responsibility Committee, the Board determined that maintaining the separation of the Board Chair and CEO roles—while appointing Mr. Mazelsky as the Executive Chair of the Board and Mr. Kingsley as independent Lead Director, effective immediately following the 2026 Annual Meeting—would best serve the needs to the Board, IDEXX, our shareholders and other stakeholders in connection with the planned CEO transition. Specifically: +The Board believes Mr. Mazelsky’s appointment as Executive Chair until his May 2027 retirement will support a smooth and seamless CEO transition given his strong performance as our CEO since 2019, deep familiarity with IDEXX, our customers, operations and strategy and extensive knowledge of our industry. +The independent Directors on our Board appointed Mr. Kingsley to serve as independent Lead Director, consistent with the requirements of our Corporate Governance Guidelines, in light of the fact that Mr. Mazelsky will not be an independent Director while serving as Executive Chair. In appointing Mr. Kingsley to the role of independent Lead Director, the independent Directors of our Board considered his strong performance as our Independent Non-Executive Board Chair since 2019 and as our independent Lead Director from May 2018 to November 2019.
Corporate Governance
| 42 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
The Executive Board Chair and the independent Lead Director will have the following non-exhaustive list of duties and responsibilities:
Corporate Governance
| Executive Chair | | | +Supports and assists the CEO +Provides strategic guidance and advice to the CEO +Mentors the CEO to foster growth and development +Consults with the CEO and Lead Director in development of meeting agendas +Coordinates with the Lead Director periodic Board review of and input regarding our strategic plan and significant strategy decisions | +Supports the Governance and Corporate Responsibility Committee’s oversight of CEO succession planning +Performs services and provides support for the Board or IDEXX as requested by the Board from time to time +Makes oneself available for consultation and direct communication with major shareholders in consultation and coordination with the CEO and management |
Corporate Governance
| Independent Lead Director | | | +Provides leadership to the Board +Mentors, supports and advises the CEO +Presides over Board meetings and executive sessions of Directors and independent Directors +Serves as a liaison between the Directors and the Executive Chair and the CEO +Calls special meetings of the independent Directors +Coordinates and facilitates feedback and communications from the Board to senior management as necessary or advisable +Establishes annual schedule of Board meetings and meeting agendas with the Executive Chair and CEO +Coordinates feedback from the Board to the CEO +Supports the annual Board self-assessment process as requested by the Governance and Corporate Responsibility Committee | +Supports the recruitment, selection and orientation of new Board members +Coordinates with the Executive Chair periodic Board review of, and input regarding, our strategic plan and significant strategy decisions +Retains external advisors on behalf of the Board as necessary or advisable +Supports the Board committee membership assignment process and selection of Board committee chairs through consultation with the Governance and Corporate Responsibility Committee +Makes oneself available for consultation and direct communication with major shareholders in consultation and coordination with the Executive Chair, CEO and management |
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 43 |
Corporate Governance
Our Independent Non-Executive Board Chair, as applicable, has the following duties and responsibilities:
Corporate Governance
| Independent Non-Executive Board Chair | | | +Presides over all Board meetings, executive sessions of independent and/or non-employee Directors and shareholder meetings +Provides leadership to the Board by maintaining regular communication with, and facilitating communications among, the Directors +Serves as a member of the Governance and Corporate Responsibility Committee and such other Committees as may be assigned +Provides mentorship, support and advice to the CEO and briefs the CEO on issues and concerns raised during executive sessions of independent Directors +Serves as the principal liaison between the Board and the CEO | +Works with the CEO in preparing the agenda for each Board meeting and liaises with Directors concerning Board agendas and materials +Consults with and advises the CEO on matters relating to corporate governance and Board functions +Coordinates Board review of, and input regarding, the strategic plan and other significant corporate strategy decisions +Supports the Governance and Corporate Responsibility Committee’s oversight of succession planning for the CEO +Works with the General Counsel to monitor communications from shareholders and other stakeholders |
Corporate Governance
| 44 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
Annual Board Self-Assessment Our Board believes that a rigorous annual review of its performance is essential to its effectiveness. To that end, each year, the Governance and Corporate Responsibility Committee determines the format and approach for, and conducts, an annual, 360-degree Board self-assessment. This self-assessment involves evaluating the performance of the Board, its Committees, the Board Chair (if not the CEO), the Lead Director (if any) and each Director and helps identify ways to enhance their effectiveness. The annual self-assessment process is conducted during the second half of each calendar year, and the following summarizes the overall process:
Corporate Governance
| 01 | Collection of Input | +Questionnaires distributed and individual interviews conducted with Directors and selected executive officers. | | 02 | Review of Input | +Results reviewed and shared with Non-Executive Board Chair and Committee-specific results reviewed and shared with each Committee Chair. | | 03 | Committee-Level Evaluation | +Governance and Corporate Responsibility Committee evaluates process, discusses results and determines proposed Board-level follow-up actions. +Committees discuss Committee-specific results and determine Committee-specific follow-up actions. | | 04 | Board-Level Evaluation | +Results and Committee-specific follow-up actions reported to Board. +Board discusses results and proposed Board-level follow-up actions and determines Board-level follow-up actions. | | 05 | Monitoring and Implementation | +Board and Committees monitor progress of any agreed upon actions. |
Corporate Governance
The information gathered through this process has informed Board and Committee meeting agenda topics, revisions to Committee charters and the Corporate Governance Guidelines, enhancements to our continuing education program for our Directors and the Governance and Corporate Responsibility Committee’s active planning for Board succession and refreshment throughout the year.
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 45 |
Corporate Governance
Board’s Oversight of Our Strategy Management annually presents IDEXX’s long-term business and financial strategic plan to the Board for review, discussion and approval. The plan identifies and assesses the strengths, weaknesses, opportunities and threats to the continuing creation of enduring growth and long-term stakeholder value, and management’s presentation to the Board includes overviews of business and industry trends, historical financial performance, assessments of opportunities for long-term growth and margin expansion and projected long-term financial performance. This annual corporate strategy review is accompanied by a presentation on the results of management’s annual enterprise risk assessment (including an analysis of strategic risks), as described below under “Board’s Role in Risk Management Oversight” beginning on page 47. The Board acts as a strategic partner in this process, offering insight and additional perspectives and challenging management’s plan as it deems appropriate. In addition to this annual corporate strategy review, the Board is involved in strategic planning and review throughout the year: +Management regularly presents information to the Board regarding IDEXX’s various business segments, their industries and strategic priorities, as well as trends expected to pose significant risks or strategic opportunities for IDEXX. +The Board annually reviews and approves our key financial and other objectives and budget. +Management regularly presents its capital allocation and deployment plans to the Finance Committee and the Board for review and discussion, and the Board (or the appropriate Committee) approves specific significant actions and transactions that it believes will create long-term value for our shareholders and other stakeholders, including through capital and operating expenditures or strategic acquisitions that support future innovation or growth, as well as share repurchases that return cash to our shareholders.
Corporate Governance
| 46 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
Board’s Role in Risk Management Oversight Management is responsible for our enterprise risk assessment and risk management on a day-to-day basis. The Board oversees our risk management activities directly and through its Committees, including by discussing with management the policies and practices used in assessing and managing risks and providing input on those policies and practices. In general, the Board oversees risk management activities relating to business strategy, acquisitions, capital allocation and structure, cybersecurity, legal, compensation, compliance and regulatory risk and operational risks that are most relevant to our business. The Board also oversees our overall strategy and management of material environmental, social and governance risks and opportunities as described below under “Board’s Oversight of Corporate Responsibility and Environmental, Social and Governance Matters” beginning on page 49.
Corporate Governance
| The Audit Committee oversees risk management activities relating to accounting, auditing, internal controls, information system controls, Code of Ethics compliance monitoring, cybersecurity and insurance and tax matters. | The Compensation and Talent Committee oversees risk management activities relating to our compensation policies and practices, organizational risk and human capital and talent matters, including non-CEO executive officer succession. | The Governance and Corporate Responsibility Committee oversees risk management activities relating to Board composition, function and succession, other corporate governance matters, CEO and Board leadership succession and corporate responsibility, environmental and social matters. | The Finance Committee oversees risk management activities relating to capital allocation and structure, investment policy, hedging activities and financial instruments. | | Each Committee reports to the full Board on a regular basis, including with respect to its risk management oversight activities as appropriate. | | | |
Corporate Governance
We conduct an annual enterprise risk assessment as part of our annual strategic planning process. The risk assessment process involves identification and assessment by senior line-of-business and functional leaders of the particular risks relevant to their lines of business and functional areas (including legal, compliance and regulatory risks; cybersecurity risks; and environmental, social and governance-related risks and opportunities), the materiality of those risks, our risk tolerances and our plans to mitigate the risks to the extent prudent and feasible. The identified risks are ranked based on probability of occurrence and severity of impact and maturity of related controls. Management shares the result of this annual risk assessment with the full Board in conjunction with the Board’s annual review and discussion of our long-term business and financial strategic plan described earlier under “Board’s Oversight of Our Strategy” on page 46.
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 47 |
Corporate Governance
Management also reviews specific risk areas, such as cybersecurity risk, on a regular basis with the Board or the relevant Committee. In addition, certain other risks and related mitigation plans are reviewed throughout the year either by the Board or its Committees as part of normal business discussions. The Audit Committee reviews links between the critical risk findings, management preparedness or plans to address those risks and the internal audit department’s tests of those plans. The Audit Committee seeks to ensure that our internal audit department can perform its function by reviewing the charter, plans, activities, staffing and organizational structure of the internal audit department, and approving the appointment, replacement, reassignment or dismissal of the Chief Audit Executive. The Chief Audit Executive reports directly to the Audit Committee—and administratively to the Chief Financial Officer—and the Audit Committee provides an open channel of communication between internal audit and the Board. The Audit Committee also meets independently with our internal auditors, independent auditors and management. Board’s Oversight of Cybersecurity Risk Management Like other companies, we currently inhabit an environment of increasing global cybersecurity vulnerabilities and threats. We aim to effectively assess, identify and manage material risks from these cybersecurity threats through our cybersecurity risk management program. Our cybersecurity risk management program includes processes that incorporate and utilize certain principles from the National Institute of Standards and Technology Cybersecurity Framework and the Center for Internet Security—Top 18 Critical Security Controls—Control Level Framework. The program aims to protect and preserve the security, availability, integrity, confidentiality and privacy of our information systems and information residing on those systems and includes controls and procedures for the prevention, identification, containment and remediation of cybersecurity threats through the use of various technologies, tools, policies, standards and practices. For more information about the features of this program and management’s role, refer to the discussion under “Item 1C. Cybersecurity” in our Annual Report on Form 10-K filed with the SEC on February 20, 2026. Our Board has delegated responsibility for overseeing our cybersecurity risk management program to the Audit Committee. In accordance with the Audit Committee’s charter, the Audit Committee at least annually reviews and discusses with management, including the Chief Information Security Officer (CISO), our processes, policies, procedures and protocols related to cybersecurity and information security. In addition, the Audit Committee regularly reviews and discusses with management, including the CISO, cybersecurity program assessments and audits, planned improvements and the status of any information security initiatives, as well as risks from cybersecurity threats pertinent to us and any previous cybersecurity incidents experienced by us, including any material impact or reasonably likely material impact on IDEXX, our business strategy, results of operations or financial condition. The Audit Committee provides reports to the Board at each regularly scheduled Board meeting of the matters it has recently addressed, including relating to the oversight of our cybersecurity risk management, and the full Board may participate, as warranted, in the Audit Committee’s sessions on cybersecurity risk management. Outside advisors also may meet from time to time with the Audit Committee or Board, as warranted, to review and discuss cybersecurity matters. Board’s Oversight of AI We have built, and expect to continue to build, AI into many of our product and service offerings, and we expect this to continue to expand. We also seek to effectively use AI in our operations to, among other things, improve innovation, efficiency and productivity, and customer experience. The AI landscape continues to evolve rapidly, and we strive to develop and use AI responsibly and in compliance with law, including through implementing strong governance processes. We have adopted a management-level governance framework designed to monitor, oversee and mitigate enterprise-level risks related to generative AI, including adoption of a generative AI use policy applicable to all of our personnel intended to promote responsible and ethical use, protect our intellectual property and confidential information, comply with applicable data privacy obligations, communicate best practices and implement processes for the review of suppliers providing or using generative AI functionality.
Corporate Governance
| 48 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
Our full Board is responsible for overseeing strategy and management of material risks and opportunities related to emerging and developing technologies, including AI. Management updates and reviews with the Board our AI-related strategies and governance processes and practices from time to time, and the Board is apprised of AI-related risks as part of our annual enterprise risk assessment and at other times throughout the year as warranted. In addition, third-party experts and advisors present to our Board periodically on relevant AI-related developments, practices and trends. We also make resources about AI available to our Board, including through memberships and subscriptions to various relevant organizations and periodicals. Board’s Oversight of Legal and Ethical Conduct The Audit Committee oversees our Code of Ethics compliance monitoring, and the full Board exercises oversight of our compliance program for legal and ethical conduct. The General Counsel regularly updates the Audit Committee of any ethical concerns raised through the IDEXX Ethics Hotline, which is hosted by an independent third party. The IDEXX Ethics Hotline allows for both confidential and anonymous reporting, subject to local legal restrictions. The General Counsel also evaluates the treatment of potential or actual violations of our Code of Ethics in accordance with our applicable policies and procedures, and generates an annual benchmarking report, which the Audit Committee receives. The Audit Committee briefs the full Board on these matters. In addition, the General Counsel and Chief Compliance Officer (who reports to the General Counsel) annually provide the full Board with an update on our corporate compliance program, including our Code of Ethics and data privacy, anti-bribery and corruption, and trade sanctions compliance programs. Board’s Oversight of Corporate Responsibility and Environmental, Social and Governance Matters Our Head of Global Corporate Responsibility, who reports directly to our Chief Human Resources Officer, oversees our corporate responsibility program and is responsible for advancing our priorities, working in collaboration with a cross-functional Corporate Responsibility Executive Committee, the Environmental Sustainability Steering Committee and a number of key working groups. Our management-level Corporate Responsibility Executive Committee, which includes, among other executive officers, our Chief Executive Officer, Chief Financial Officer, General Counsel and Chief Human Resources Officer, provides overall strategic guidance and reviews progress related to our corporate responsibility goals on a regular basis. Environmental sustainability is directly overseen at the management level by our Environmental Sustainability Steering Committee, which is comprised of representatives from Operations, Supply Chain, Human Resources, Legal, R&D and key business functions. In addition, representatives from various functions, including Corporate Responsibility, Operations, Supply Chain, Human Resources, Legal, Finance, Investor Relations and Corporate Communications participate in key working groups to manage and implement our corporate responsibility initiatives and engage with external stakeholders, as appropriate. Members of this cross‑functional team periodically engage with external stakeholders, including shareholders, on IDEXX’s corporate responsibility and environmental, social and governance initiatives and disclosures.
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 49 |
Corporate Governance
Our full Board oversees our overall strategy and management of material environmental, social and governance risks and opportunities with the support of its Committees as indicated in the following table:
Corporate Governance
| Audit Committee Reviews controls and procedures, including third-party assurance or verification, for disclosures relating to environmental, social and governance matters. Reviews disclosures in Annual Reports on Form 10-K and other periodic reports. | Compensation and Talent Committee Oversees key human capital and talent strategies, policies, programs, practices and risks and opportunities, including relating to employee engagement, talent recruitment, inclusion and equal opportunity for all based on merit, development and retention and health and wellness. Reviews executive compensation and human capital disclosures in proxy statements and Annual Reports on Form 10-K. | Governance and Corporate Responsibility Committee Oversees environmental and social matters—other than human capital and talent—such as: +Climate change and environmental sustainability; +Supply chain and human rights; +Community and government relations; and +Charitable and political contributions. Reviews significant environmental, social and governance disclosures not addressed by other Committees. |
Corporate Governance
Our senior management regularly reviews our material environmental, social and governance activities and practices, as well as related disclosures, with the Board and the Committees, including as part of the Board’s review of the results of our annual enterprise risk assessment. Talent Management and CEO and Executive Succession Planning Executive succession planning and talent development are an integral part of our long-term strategy for sustained shareholder value creation. The Governance and Corporate Responsibility Committee is responsible for at least annually reviewing succession plans for the CEO. The Governance and Corporate Responsibility Committee was responsible for at least annually reviewing succession plans for our other executive officers until the Board assigned this responsibility to the Compensation and Talent Committee in December 2025. With support of these annual reviews, the full Board is ultimately responsible for ensuring the existence of appropriate succession plans for our CEO and other executive officers. The CEO is responsible for preparing an annual report to the Board regarding CEO succession planning, and as part of that annual report, our CEO provides his evaluations and recommendation of potential future candidates for the position of CEO, including possible timing. In addition, the Board, both directly and through the Governance and Corporate Responsibility Committee historically, and now the Compensation and Talent Committee, reviews plans for identifying and developing potential future candidates for other senior leadership roles. Board members also interact with many of these candidates in formal and informal settings during the year. For a discussion of the succession planning process used in connection with our previously announced planned CEO transition, refer to “Planned CEO Transition” on page 39.
Corporate Governance
| 50 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
Promoting Inclusion and Equal Opportunity We promote a culture of inclusion and equal opportunity based on merit that values the different skills, experiences and backgrounds that each employee brings in pursuit of our Purpose. We believe that inclusion and equal opportunity helps drive both innovation and a better understanding of our increasingly global customer base aligned with long-term value creation. Our policies and practices, including those in the following list, encourage and advance this culture: +We employ inclusive recruitment practices to source highly qualified candidates and provide equal opportunities, regardless of race, sex, gender, religion, national origin or any other characteristic protected by law; +Our policies strictly prohibit any form of employment discrimination; +We maintain a merit‑based environment where opportunities for growth, development, and advancement are determined by demonstrated performance, capability, and contribution; +We encourage and promote an inclusive culture, including through executive sponsorship of employee-led communities that are open to, and support, all employees; +We are focused on enabling managers, teams and employees to identify the most effective work arrangements to accomplish their goals; and +We regularly conduct company-wide employee surveys through a third party to collect employee input on our culture, their experiences and workplace conditions. Our Compensation and Talent Committee periodically reviews our key human capital and talent strategies, policies, programs, practices, risks and opportunities, including our efforts to promote inclusion and equal opportunity in a manner aligned with our business strategy and designed to deliver value to our shareholders and other stakeholders.
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 51 |
Corporate Governance
Board Committees The Board has established four standing committees—an Audit Committee, a Compensation and Talent Committee, a Governance and Corporate Responsibility Committee and a Finance Committee—each of which is described briefly below. Each Committee is composed entirely of independent Directors as determined under Nasdaq rules and acts pursuant to a written charter that is approved by the Board and reviewed annually by the applicable Committee, the Governance and Corporate Responsibility Committee and the Board. Current copies of each Committee’s charter can be accessed on the Corporate Governance section of our website (www.idexx.com) or by contacting our Corporate Secretary at IDEXX’s principal executive offices. Members of the Committees, as of March 27, 2026, are named below:
Corporate Governance
| Board Member | Audit | Compensation and Talent | Governance and Corporate Responsibility | Finance | | Irene Chang Britt(1) | l | + | | | | Bruce L. Claflin(1) | l | l | | | | Stuart M. Essig, PhD | | | l | + | | Joseph L. (Jay) Hooley(1)(2) | l | | l | | | Daniel M. Junius(1) | + | | | l | | Lawrence D. Kingsley(3) | | l | l | | | Jonathan J. Mazelsky | | | | | | Karen Peacock(4) | | l | | l | | Sam Samad(1) | l | l | | | | M. Anne Szostak(1) | l | | + | | | Sophie V. Vandebroek, PhD | | | l | l |
Corporate Governance
| + | Chair | l | Member |
Corporate Governance
1.Audit Committee Financial Expert as defined under SEC rules. 2.Mr. Hooley joined as a member of the Audit Committee and a member of the Governance and Corporate Responsibility Committee in July 2025 in connection with his election to the Board. 3.Independent Non-Executive Board Chair. 4.Ms. Peacock joined as a member of the Compensation and Talent Committee and a member of the Finance Committee in October 2025 in connection with her election to the Board.
Corporate Governance
| 52 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
| Audit Committee Members +Mr. Junius (Chair) +Ms. Chang Britt +Mr. Claflin +Mr. Hooley +Mr. Samad +Ms. Szostak Meetings held in 2025: 9 | Key Committee Responsibilities The Audit Committee oversees accounting; internal control over financial reporting; information system controls relating to our financial reporting process; our compliance and audit processes, including the selection, retention and oversight of our independent auditors; and our cybersecurity program. The Audit Committee also reviews and approves all related person transactions, receives and reviews management reports relating to the treatment of potential or actual violations of our Code of Ethics in accordance with our applicable policies and procedures and prepares the Audit Committee Report required to be included in our annual proxy statement. The Audit Committee also periodically reviews our environmental, social and governance disclosure controls and procedures, including third-party assurance or verification. The Audit Committee meets from time to time with our financial personnel, other members of management, internal audit staff and independent auditors regarding these matters. The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent auditors, which are described on page 73. The Audit Committee has also adopted procedures for the receipt, retention and treatment of complaints received by IDEXX regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of any concerns regarding questionable accounting or auditing matters. The Audit Committee Report is included beginning on page 70. |
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 53 |
Corporate Governance
| Compensation and Talent Committee Members +Ms. Chang Britt (Chair) +Mr. Claflin +Mr. Kingsley +Ms. Peacock +Mr. Samad Meetings held in 2025: 5 | Key Committee Responsibilities The Compensation and Talent Committee oversees our executive compensation philosophy and practices; evaluates the performance of our CEO; determines the compensation of our CEO and approves the compensation of other executive officers; and evaluates and makes reports and recommendations to the Board regarding, as appropriate, succession plans for our non-CEO executive officers. The Compensation and Talent Committee also has primary responsibility to oversee the administration of our incentive compensation plans for executive officers and equity compensation plans; reviews and approves stock ownership and retention guidelines applicable to our Directors and senior executives and reviews compliance with those guidelines; reviews and makes recommendations to the Board regarding adoption of and changes to compensation-related policies applicable to executive officers, including our amended and restated clawback policy; and reviews and makes recommendations to the Board regarding the compensation of non-employee Directors. In addition, the Compensation and Talent Committee oversees our key human capital and talent strategies and policies and management of material human capital and talent risks and opportunities; monitors and analyzes risks associated with our compensation policies and practices; reviews the Compensation Discussion and Analysis and prepares the Compensation and Talent Committee Report required to be included in our annual proxy statement; and may make or recommend changes to our executive compensation program and practices that it deems appropriate based on the results of the shareholder vote on the “say-on-pay” proposal set forth in our annual proxy statement. The Compensation and Talent Committee charter does not provide for any delegation of these duties except to a sub-committee or individual members of the Compensation and Talent Committee as it may determine, as well as delegation to the CEO the authority to allocate incentive compensation and equity awards for non-executive officer employees subject to such parameters as the Compensation and Talent Committee or the Board shall determine and limitations set forth in the applicable plans to which such awards are to be granted. The Compensation and Talent Committee Report is included on page 105. |
Corporate Governance
| 54 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
| Governance and Corporate Responsibility Committee Members +Ms. Szostak (Chair) +Dr. Essig +Mr. Hooley +Mr. Kingsley +Dr. Vandebroek Meetings held in 2025: 5 | Key Committee Responsibilities The Governance and Corporate Responsibility Committee advises and makes recommendations to the Board with respect to corporate governance matters, including Board composition, organization, function, membership and performance; Board committee structure and membership; our Corporate Governance Guidelines; CEO and Board leadership succession planning; matters of significance to shareholders and other stakeholders relating to corporate governance, corporate responsibility and environmental and social matters; and shareholder proposals. The Governance and Corporate Responsibility Committee also advises and makes recommendations to the Board on matters relating to Board oversight of the management of corporate responsibility, environmental and social risks and opportunities; periodically reviews key strategies and policies relating to environmental and social matters (other than human capital and talent matters); and periodically reviews our significant environmental, social and governance disclosures not addressed by another Committee. The Governance and Corporate Responsibility Committee also identifies, evaluates, recruits and makes recommendations to the Board regarding candidates to fill vacancies on the Board as described on page 33. The Governance and Corporate Responsibility Committee annually reviews the performance of the Board, its Committees, the Board Chair (if not the CEO), the Lead Director and each of the Directors, as described under “Annual Board Self-Assessment” on page 45. The Governance and Corporate Responsibility Committee is also responsible for annually reviewing with the Board the requisite skills and criteria for new Board members, as well as the composition of the Board as a whole, and annually assessing, for each Director or person nominated to become a Director, the specific experience, qualifications, attributes and skills, including those described on page 34, that lead the Governance and Corporate Responsibility Committee to conclude that such Director or nominee should serve as a Director in light of our business and structure. The Governance and Corporate Responsibility Committee at least annually reviews, evaluates and makes reports and recommendations to the Board regarding CEO succession plans. |
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 55 |
Corporate Governance
| Finance Committee Members +Dr. Essig (Chair) +Mr. Junius +Ms. Peacock +Dr. Vandebroek Meetings held in 2025: 3 | Key Committee Responsibilities The Finance Committee advises the Board with respect to financial matters and capital allocation, including capital structure and strategies, financing strategies, investment policies and practices, major financial commitments, financial risk management, acquisitions and divestitures, share repurchase programs and dividend policy. The Finance Committee also, among other things: monitors our liquidity and financial condition; oversees our financial risk management activities, including hedging activities through covered swaps; reviews and approves—or in its discretion refers to the Board—any proposed acquisition or divestiture having an aggregate value greater than $50 million but less than or equal to $100 million; makes recommendations to the Board regarding any other proposed acquisition or divestiture having an aggregate value greater than $100 million; and reviews and approves an upward variance in capital expenditures that in the aggregate exceeds 10% of the total budgeted amount in the applicable annual budget approved by the Board or the Finance Committee. |
Corporate Governance
Compensation and Talent Committee Interlocks and Insider Participation Ms. Chang Britt (Chair), Mr. Claflin, Mr. Kingsley, Ms. Peacock and Mr. Samad served on the Compensation and Talent Committee during 2025. There were no Compensation and Talent Committee interlocks or insider (employee) participation during 2025. Related Person Transactions Our Board has adopted a written Related Person Transaction Policy under which the Audit Committee must review and approve any transaction involving more than $120,000 in which IDEXX is a participant and in which any related person has or will have a direct or indirect material interest. The Audit Committee may approve any such transaction only if it determines that, under all of the applicable circumstances, the transaction is not inconsistent with the best interests of IDEXX. A related person under this policy is: +Any executive officer; +A Director, or nominee for Director; +A holder of 5% or more of our common stock; or +An immediate family member of any of those persons.
Corporate Governance
| 56 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
The policy provides that a “material direct or indirect interest” does not arise solely from the related person’s position as a director of another entity that is a party to the transaction, the direct or indirect ownership by the related person and all other related persons in the aggregate of less than a 10% equity interest (other than a general partnership interest) in another entity that is a party to the transaction, both the position and ownership level described above or the related person’s position as an executive officer of another entity involved in a transaction with IDEXX, where, in the case the related person is an executive officer as described above: +The related person and all other related persons own in the aggregate less than a 10% equity interest in such entity; +The related person and their immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction; +The amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual gross revenue of the other entity involved in the transaction; and +The amount involved in the transaction equals less than 2% of the consolidated gross revenues of IDEXX for its most recent fiscal year. Since January 1, 2025, there have been no related person transactions requiring review and approval by the Audit Committee under the Related Person Transaction Policy. Corporate Governance Guidelines and Code of Ethics The Board has adopted Corporate Governance Guidelines and a Code of Ethics, both of which are accessible on the Corporate Governance section of our website (www.idexx.com). Hard copies are available on request by contacting our Executive Vice President, General Counsel and Corporate Secretary at IDEXX Laboratories, Inc., One IDEXX Drive, Westbrook, Maine 04092. Our Code of Ethics applies to all our employees, officers and Directors. In addition, we intend to post on our website all disclosures required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the Code of Ethics. Insider Trading Arrangements and Policies We have adopted an insider trading policy, which we refer to as the Insider Trading Policy, and related procedures, which govern the purchase, sale and other dispositions of our securities by our directors, officers, employees and other covered persons, as well as by IDEXX itself. We believe that our Insider Trading Policy and related procedures are reasonably designed to promote compliance with applicable insider trading laws, rules and regulations and the Nasdaq Stock Market listing standards applicable to us. The Insider Trading Policy prohibits our directors, officers, employees and other covered persons from trading in our securities while in possession of material non-public information about us. This Policy also generally prohibits disclosure of material non-public information about us to others, with some limited exceptions. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy filed with our 2025 Annual Report on Form 10-K as Exhibit 19.1.
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 57 |
Corporate Governance
Anti-Hedging and Short Sale and Anti-Pledging Policies Our Policy on Short Sales, Derivative Transactions and Hedging generally prohibits any Director, officer or employee, or any of their family members or affiliates, from engaging in: +Any short sales of IDEXX securities; +Purchases or sales of puts, calls or other derivative securities based upon IDEXX securities; or +Purchases of financial instruments that are designed to hedge or offset any decrease in the market value of IDEXX securities. Our Policy on Pledging of Company Stock prohibits our Directors and executive officers from pledging, hypothecating or otherwise encumbering the equity securities they own in IDEXX as collateral for indebtedness, including holding shares in a margin or similar account that would subject our equity securities to margin calls or otherwise making them available as collateral for a margin loan. Shareholder Communication and Engagement We believe transparent communication and engagement with our shareholders is critical for our continued success. It enables us to convey our strategy for long-term value creation and sustainable financial performance and to understand and actively listen to our shareholders’ perspectives and concerns. We contact, meet and engage with our shareholders on a year-round basis in connection with our quarterly reporting of financial results, industry and investment conferences, our Annual Meeting, our Investor Day and the release of our Corporate Responsibility Report, as well as from time to time on discrete topics of interest to shareholders. In 2025, we engaged and interacted with a meaningful portion of our institutional investor base. As part of our engagement efforts, our senior management met with representatives of many of our top institutional shareholders at industry and investment community conferences and analyst meetings, as well as at engagement meetings arranged by us outside of these forums. We also held our annual 2025 Investor Day at our corporate headquarters in Westbrook, Maine, in August 2025, with a live webcast available. To further advance our engagement with shareholders on corporate responsibility matters, we also contacted and met with several of our institutional shareholders specifically in connection with the July 2025 publication of our 2024 Corporate Responsibility Report to communicate and reinforce the key themes of the report, while also seeking feedback regarding our corporate responsibility goals, progress toward those goals and our overall approach to corporate responsibility. Topics discussed during our 2025 engagement meetings included, among other things: +Our business strategy, long-term financial potential model and financial performance; +Customer and industry trends; +Investment in R&D, commercial resources and innovation; +Capital allocation and deployment; +Executive compensation, human capital and social matters; +Corporate governance; and +Environmental and sustainability matters. Management shares with the Board the feedback provided by our shareholders.
Corporate Governance
| 58 | IDEXX 2026 PROXY STATEMENT |
Corporate Governance
We provide several additional ways for our shareholders and other interested parties to communicate with us. Written communications to any individual Director, the Board Chair or the full Board may be submitted by electronic mail to contactdirectors@idexx.com or by writing to the Office of the Corporate Secretary at One IDEXX Drive, Westbrook, Maine 04092. Written communications addressed to any individual Director are forwarded to that Director. In addition, our Executive Vice President, General Counsel and Corporate Secretary or her delegate reviews all written communications addressed to any individual Director or the Board. Except for items that could not reasonably be interpreted to implicate or otherwise relate to the duties and responsibilities of the Board, the Corporate Secretary will forward all such written communications to the Board Chair, if the Board Chair is an independent Director, or the Chair of the Governance and Corporate Responsibility Committee, as applicable, for review. Virtual Shareholder Meeting We will conduct our 2026 Annual Meeting virtually through a live audio webcast, with related online shareholder tools available. We are implementing the virtual meeting format for our 2026 Annual Meeting to enable full and equal participation by all our shareholders from any location in the world at little to no cost. We believe this is the right choice for IDEXX because: +We are a global company with shareholders all around the world; +The virtual meeting format is cost-effective and convenient for our shareholders, as well as IDEXX, and enables IDEXX to reduce the environmental impact of our 2026 Annual Meeting; and +Given the latest technology for holding virtual meetings and related online tools, we believe that the virtual meeting format will enhance shareholder access and participation in our 2026 Annual Meeting. We designed the format of our 2026 Annual Meeting so that shareholders who attend our 2026 Annual Meeting have the same rights and opportunities to participate as they would at an in-person meeting and to enhance shareholder access, participation and communication through online tools. For example, the format of our 2026 Annual Meeting will include the following: +An online pre-meeting forum will be available to our shareholders at www.proxyvote.com. By accessing this online pre-meeting forum, our shareholders will be able to submit questions in writing in advance of our 2026 Annual Meeting, vote, view the 2026 Annual Meeting’s Rules of Conduct and Procedures and obtain copies of proxy materials and our annual report. +By following instructions on the online pre-meeting forum or at www.virtualshareholdermeeting.com/IDXX2026, shareholders will have the ability to use their telephones to dial into a live audio webcast of the meeting and verbally ask questions during the meeting. In addition, shareholders accessing the audio webcast online will be able to submit questions in writing during the meeting. As part of the 2026 Annual Meeting, we will hold a live Q&A session, during which we will answer questions as they come in and address those asked in advance, as time permits. Please note, however, that the purpose of the meeting will be observed, and we will not address questions determined to be irrelevant or inappropriate. +We will publish the answer to each question received following the 2026 Annual Meeting, including those not addressed during the meeting due to insufficient time, except for those questions determined to be irrelevant or inappropriate. +Although the live audio webcast will be available only to shareholders at the time of the meeting, a replay of the meeting will be made publicly available at www.virtualshareholdermeeting.com/IDXX2026 after the meeting.
Corporate Governance
| IDEXX 2026 PROXY STATEMENT | 59 |
Corporate Governance
Non-Employee Director Compensation Our non-employee Director compensation program is designed to attract and retain qualified Directors, fairly compensate them and align their interests with our shareholders’ interests. The Compensation and Talent Committee reviews and makes recommendations regarding the form and amount of non-employee Director compensation for discussion and approval by the Board. In 2025, Farient Advisors LLC (Farient), the Compensation and Talent Committee’s independent compensation consultant, provided director compensation program analysis, market data and advice to the Compensation and Talent Committee. Annual Non-Employee Director Compensation Our non-employee Directors receive annual compensation for their Board service as described in the chart below:
Corporate Governance
| Compensation Element | Non-Employee Director Compensation Program | | Cash compensation(1) | | | Annual retainer | $90,000 | | Committee Chair retainer | $30,000 for the Audit Committee | | | $25,000 for the Compensation and Talent Committee | | | $25,000 for the Governance and Corporate Responsibility Committee | | | $15,000 for the Finance Committee | | Other Audit Committee member retainer(2) | $7,500 | | Lead Director retainer (as applicable)(3) | $80,000 | | Non-Executive Board Chair retainer (as applicable) | $80,000 | | Meeting fees | Not applicable; no fees are paid for meeting attendance | | Equity compensation(4) | | | Full-value awards(5) | $125,000 in target value(6) | | Non-qualified stock options | $125,000 in value(7) | | Total | $250,000 | | Additional equity compensation for Non-Executive Board Chair and Lead Director (as applicable)(8) | | | Full-value awards(5) | $40,000 in target value(6) | | Non-qualified stock options | $40,000 in value(7) | | Total | $80,000 | | Director stock ownership guidelines(9) | Target ownership of our common stock (including vested deferred stock units credited to a Director’s investment account) equal to six times the Annual Retainer |
Corporate Governance
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | All other Compensation ($) | Total Compensation ($) | | Irene Chang Britt | 122,500 | 125,059 | 124,910 | — | 372,469 | | Bruce L. Claflin | 97,500 | 125,059 | 124,910 | — | 347,469 | | Asha S. Collins, PhD(3) | 22,500 | — | — | — | 22,500 | | Stuart M. Essig, PhD | 105,000 | 125,059 | 124,910 | — | 354,969 | | Joseph L. (Jay) Hooley(4) | 46,366(5) | 102,240 | 102,498 | — | 251,105 | | Daniel M. Junius | 120,000 | 125,059 | 124,910 | — | 369,969 | | Lawrence D. Kingsley | 170,000 | 164,961 | 164,882 | — | 499,842 | | Karen Peacock(6) | 21,277 | 73,626 | 73,180 | — | 168,083 | | Sam Samad | 97,500 | 125,059 | 124,910 | — | 347,469 | | M. Anne Szostak | 122,500 | 125,059 | 124,910 | — | 372,469 | | Sophie V. Vandebroek, PhD | 90,000 | 125,059 | 124,910 | — | 339,969 |
Executive Compensation
| Section | Page | | Executive Summary | 79 | | Key Compensation Practices and Policies | 87 | | How We Determine Compensation | 89 | | Compensation Benchmarking and Peer Group | 91 | | 2025 Compensation Components | 93 | | How We Manage Risk and Governance | 102 |
Executive Compensation
| Base Salary | Annual Performance-Based Cash Bonus | Equity-Based Long-Term Incentive Compensation | | | At Risk | |
2025 Annual Performance-Based Cash Bonus
2025 Annual Performance-Based Cash Bonus The 2025 annual performance-based cash bonus plan payout was determined by a financial performance factor weighted at 60% and a non-financial performance-factor weighted at 40%, and in the case of our CEO, an individual performance upward adjustment in light of his exceptional performance. The Compensation and Talent Committee determined the 2025 non-financial performance factor based on its evaluation of our performance against our annual non-financial goals for 2025, which were approved by the Board and are intended to strengthen the business to support long-term performance.
2025 Annual Performance-Based Cash Bonus
| 82 | IDEXX 2026 PROXY STATEMENT |
2025 Annual Performance-Based Cash Bonus
Our 2025 financial performance factor was determined based on our performance against Board-approved goals for organic revenue growth, operating profit, earnings per share (diluted) and after-tax return on invested capital, excluding cash and investments (ROIC). Our 2025 performance exceeded the target goals for each metric as illustrated in the following graphs.
2025 Annual Performance-Based Cash Bonus
| Organic Revenue Growth(1) (40% Weighting) | Operating Profit(1) (20% Weighting) | Earnings per Share(1) (20% Weighting) | ROIC(1) (20% Weighting) | | | ($ in millions) | (Diluted) | |
2025 Annual Performance-Based Cash Bonus
1.Organic revenue growth and ROIC are non-GAAP financial measures. Refer to Appendix A for a description of organic revenue growth and ROIC. In addition, in evaluating financial performance, 2025 actual results were adjusted pursuant to the terms of our 2025 annual performance-based cash bonus plan to eliminate the effects of differences between actual foreign currency exchange rates during 2025, as compared to the rates assumed in setting the budget, and the effects of discrete items not anticipated at the beginning of the 2025 fiscal year and not reflected in the target goal, as well as share-based compensation activity under ASU 2016-09 “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” Information regarding these adjustments and a reconciliation to the most directly comparable financial measure presented in accordance with GAAP are provided in Appendix A. Our performance against the four financial performance factor metrics shown in the graphic above resulted in a financial performance payout factor of 132% of target, as further described under “Our Financial Performance Factor” beginning on page 95. The Compensation and Talent Committee determined our non-financial performance factor was earned at 153% of target in light of management’s accomplishments against our business goals, as further described under “Our Non-Financial Performance Factor” beginning on page 97. Based on these factors, the Compensation and Talent Committee approved an overall payout of 140% of target for our non-CEO NEOs under our 2025 annual performance-based cash bonus plan. These payout percentages reflect our strong 2025 financial and business performance and are in comparison to the 97% of target payout approved under our 2024 annual performance-based cash bonus plan, demonstrating the meaningful, direct and appropriate alignment between year-to-year variation in our performance and executive pay. In addition to our enterprise performance factors, the 2025 annual performance-based cash bonus plan allows for an individual NEO’s payout to be adjusted in recognition of his or her relative contributions to our achievement of our financial and non-financial performance goals, subject to a maximum payout cap of 200% of target. For 2025, the Compensation and Talent Committee determined that Mr. Mazelsky’s strategic contribution to our financial and non-financial goals was exceptional and applied an individual performance factor adjustment to increase his payout by 24%, resulting in a payout at 173% of target. In determining this individual performance adjustment for Mr. Mazelsky, the Compensation and Talent Committee considered his outstanding leadership and dedicated service to IDEXX, our sustained extraordinary performance and value creation during his tenure, his critical participation in IDEXX’s robust, thoughtful and orderly CEO succession planning process, and his leadership in driving our innovation strategy and extending our commercial capability to build the foundation for our future growth. None of our other NEOs received an individual adjustment to their payout for 2025.
2025 Annual Performance-Based Cash Bonus
| IDEXX 2026 PROXY STATEMENT | 83 |
2025 Annual Performance-Based Cash Bonus
Our longer-term financial performance remains strong, reflecting enduring and meaningful long-term value creation for and alignment with our shareholders and other stakeholders. For example, since 2019, our last full fiscal year prior to the COVID-19 pandemic, we have achieved compound annual growth rates with respect to revenue, operating profit and earnings per share of 10%, 16% and 18%, respectively.
Alignment of Executive Pay with Total Shareholder Returns
| | | Annual Performance-Based Cash Bonus | | | | Equity-Based Long-Term Incentives | | | | Base Pay(1) ($) | Target Bonus (% of Base Pay) | Target Bonus ($) | Actual Bonus ($)(2) | Actual Bonus (% of Target)(2) | Grant Value(3) ($) | Total Direct Compensation(5) ($) | | Jonathan J. Mazelsky | 1,150,000 | 130% | 1,495,000 | 2,593,000 | 173% | 10,800,000 | 14,543,000 | | Andrew Emerson | 550,000 | 75% | 412,500 | 577,500 | 140% | 1,900,000 | 3,027,500 | | Tina Hunt, PhD | 597,400 | 75% | 448,050 | 627,270 | 140% | 2,700,000 | 3,924,670 | | Michael J. Lane | 597,400 | 75% | 448,050 | 627,270 | 140% | 2,700,000 | 3,924,670 | | Martin Smith, PhD | 597,400 | 75% | 448,050 | 627,270 | 140% | 2,700,000 | 3,924,670 | | Brian P. McKeon(4) | 693,500 | — | — | — | — | — | 693,500 |
Alignment of Executive Pay with Total Shareholder Returns
1.Reflects annual base pay approved by the Compensation and Talent Committee in February 2025 and effective in March 2025. 2.Mr. Mazelsky’s actual bonus payout reflects an individual performance factor adjustment to increase his bonus payout by approximately 24% in recognition of his individual contributions and performance. No other NEO’s bonus payout was subject to any adjustment. 3.Reflects the aggregate grant value (expressed in dollars), assuming performance-based restricted stock unit (PSU) awards are earned at target levels, approved by the Compensation and Talent Committee, which differs slightly from the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 that results from the conversion of the approved grant value into shares and rounding the resulting number of shares underlying an award to the nearest whole number to avoid the issuance of fractional shares. Refer to Note 5 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K for the relevant assumptions used to determine the grant date fair value of our stock awards and stock options. 4.Mr. McKeon did not participate in the 2025 annual performance-based cash bonus plan and did not receive an annual equity award in 2025 as a result of his retirement from IDEXX. 5.Calculated as the sum of the Base Pay, Actual Bonus and Grant Value columns. For greater detail regarding the compensation determinations made by the Compensation and Talent Committee with respect to our NEOs, refer to the discussion under “2025 Compensation Components” beginning on page 93. 2026 Planned CEO Transition As previously disclosed in a Form 8-K filed on January 13, 2026, Mr. Mazelsky announced his intent to retire from all of his positions at IDEXX, including our Board, as of the conclusion of the 2027 Annual Meeting of Shareholders. In light of Mr. Mazelsky’s planned retirement, the Board approved a CEO transition plan under which Mr. Mazelsky will step down as President and CEO effective upon the adjournment of the 2026 Annual Meeting on May 12, 2026, and Michael G. Erickson, PhD, will assume the role of President and CEO. At the Board’s request, Mr. Mazelsky will serve as Executive Chair for a one-year period until his retirement in May 2027. In his capacity as Executive Chair, Mr. Mazelsky’s primary focus will be to facilitate a smooth and seamless CEO transition and provide support, advice and mentorship to Dr. Erickson. In connection with the planned CEO transition and upon the approval of the Compensation and Talent Committee and Board, IDEXX and Mr. Mazelsky entered into a letter agreement setting forth Mr. Mazelsky’s compensation in his role as Executive Chair of the Board. Effective upon his assumption of that position, Mr. Mazelsky will continue to receive an annual base salary of $1.15 million and his target 2026 annual performance-based cash bonus will be equal to a blended rate of (i) 130% for the period from January 1, 2026 to the date he ceases to be CEO, and (ii) 100% for the period from the date he becomes Executive Chair of the Board through December 31, 2026. In addition, in February 2026, the Compensation and Talent Committee approved an annual equity award with a grant date value of $8.275 million in the form of RSUs vesting in equal amounts annually over a three-year period, with the first
Alignment of Executive Pay with Total Shareholder Returns
vesting date on February 14, 2027. Mr. Mazelsky will not be eligible to receive an annual bonus for 2027 or any equity incentive awards as part of the 2027 annual award cycle. Mr. Mazelsky’s previously outstanding equity awards will continue to vest in accordance with their terms, including applicable retirement vesting and exercisability provisions. The Compensation and Talent Committee received benchmarking and market data from its independent compensation consultant in determining Mr. Mazelsky’s compensation during the transition period and believes it provides appropriate incentives to retain and motivate Mr. Mazelsky in light of his substantial knowledge of IDEXX and our industry, and the valuable insight, perspectives and guidance he can offer to Dr. Erickson and the Board. For additional information about Mr. Mazelsky’s letter agreement, including potential severance benefits, refer to the discussion under “Mazelsky Letter Agreement” on page 127.
Alignment of Executive Pay with Total Shareholder Returns
| What We Don’t Do | | | X | No uncapped payouts under our 2025 annual performance-based cash bonus plan |
Alignment of Executive Pay with Total Shareholder Returns
| What We Do | | | ü | Require a one-year minimum vesting period for equity awards granted to employees | | ü | Set minimum fair market value exercise price for options | | ü | Align executive officers’ interests with shareholder interests and support executive officer retention by providing a significant percentage of target total direct compensation in the form of long-term equity incentive awards |
Alignment of Executive Pay with Total Shareholder Returns
| What We Don’t Do | | | X | No dividends or the equivalents on equity awards until the award vests | | X | No backdating, “spring-loading” or “bullet-dodging” of options, and no repricing or buyout of underwater stock options without shareholder approval |
Alignment of Executive Pay with Total Shareholder Returns
| What We Do | | | ü | Review our peer group annually and engage in rigorous, annual benchmarking to align our executive compensation program with the market | | ü | Assess annually the independence of the Compensation and Talent Committee’s compensation consultant and the absence of any conflicts of interest | | ü | Conduct an annual compensation program risk assessment | | ü | Provide limited benefits and perquisites to our executive officers that are not otherwise made available to our other salaried employees | | ü | Require our senior executives to satisfy robust stock ownership guidelines to strengthen the alignment with our shareholders’ interests | | ü | Maintain a clawback policy that complies with, and exceeds, Nasdaq listing standards and generally requires us (or, in certain instances, provides discretion to the Board) to recover erroneously awarded incentive-based compensation (as well as time-based equity awards and annual cash bonus amounts tied to the non-financial performance factor) from our executive officers if we are required to restate our financial results due to material noncompliance with any financial reporting requirement under federal securities laws | | ü | Hold an advisory vote on executive compensation on an annual basis to provide our shareholders with an opportunity to give feedback on our executive compensation program | | ü | Maintain a written policy regarding the grant dates of equity awards to our executive officers and employees |
Alignment of Executive Pay with Total Shareholder Returns
| What We Don’t Do | | | X | No employment contracts with our NEOs, other than with Mr. Mazelsky and Dr. Erickson in his future capacity as our CEO | | X | No tax gross-ups (except for very limited exceptions) | | X | No supplemental executive retirement plan | | X | No single-trigger change-in-control bonus payments or vesting of equity awards (except for 25% vesting of equity awards upon a change-in-control) | | X | No stock options granted below fair market value | | X | No hedging, pledging or selling short our common stock by executive officers or Directors | | X | No granting of equity awards in coordination with our release of material non-public information |
Alignment of Executive Pay with Total Shareholder Returns
| Base Salary | Annual Performance-Based Cash Bonus | Equity-Based Long-Term Incentive Compensation (LTI) | | | 9% | 11% | 80% | | | | | Stock Options | PSUs* | | | | 50% of LTI | 50% of LTI | | | 91% at Risk | | |
Alignment of Executive Pay with Total Shareholder Returns
| Base Salary | Annual Performance-Based Cash Bonus | Equity-Based Long-Term Incentive Compensation (LTI) | | | | 17% | 12% | 71% | | | | | | Stock Options | PSUs* | RSUs | | | | 50% of LTI | 25% of LTI | 25% of LTI | | | 83% at Risk | | | |
Alignment of Executive Pay with Total Shareholder Returns
*PSU percentage of LTI is based on the value approved by the Compensation and Talent Committee and assumes the awards are earned at target. †Excluding Mr. McKeon who did not participate in the 2025 annual performance-based cash bonus plan or 2025 annual equity award grant cycle.
Alignment of Executive Pay with Total Shareholder Returns
| Responsible Party | Primary Role and Responsibilities Relating to Compensation Decisions | | Compensation and Talent Committee (Composed solely of independent, non-employee Directors and reports to the Board) | +Oversees our executive compensation program, policies and practices, taking into account business goals and strategies, legal and regulatory developments and evolving best practices; +Establishes performance goals for purposes of compensation decisions for our NEOs; +Conducts an annual evaluation of the CEO’s performance in consultation with the full Board and determines his compensation; +Reviews and approves the CEO’s recommendations for compensation for the other NEOs and executive officers, making changes when deemed appropriate; +Approves all changes to the composition of the peer group; and +Reviews and makes recommendations to the full Board with respect to Director compensation. | | Independent Consultant to the Compensation and Talent Committee* | +Reviews IDEXX’s executive compensation philosophy and the consistency of IDEXX’s pay actions with that philosophy; + Provides analysis and advice regarding IDEXX’s total pay and incentive programs and policies from the perspectives of IDEXX’s business needs, competitive environment, and standards of good governance; + Makes recommendations pertaining to IDEXX’s peer group(s) for pay and performance comparisons; + Provides analysis on competitive pay and advice regarding CEO, other executive officer, and non-employee Director compensation levels and pay mix; + Provides advice on governance matters; reviews and provides input on IDEXX’s Compensation Discussion & Analysis and related disclosures; and + Attends Compensation and Talent Committee meetings and provides general support, as well as ad hoc advice. | | Senior Management | +Our CEO recommends to the Compensation and Talent Committee annual compensation for the other NEOs, Section 16 officers and senior executives reporting directly to the CEO based on his assessment of their performance; +Our CEO, Executive Vice President, General Counsel and Corporate Secretary and our Executive Vice President and Chief Human Resources Officer work with the Compensation and Talent Committee Chair and our independent compensation consultant to set agendas, prepare materials for Compensation and Talent Committee meetings, attend meetings as appropriate and prepare meeting minutes; +Our Executive Vice President, General Counsel and Corporate Secretary, with the assistance of internal and external legal counsel, provides the Compensation and Talent Committee with legal advice and support on executive compensation and related matters from time to time; and +Our Chief Financial Officer also works with our Executive Vice President and Chief Human Resources Officer in the preparation of some materials for Compensation and Talent Committee meetings. No member of management is present in Compensation and Talent Committee meetings when matters related to their individual compensation are under discussion or when the Compensation and Talent Committee otherwise meets in executive session. |
Alignment of Executive Pay with Total Shareholder Returns
Compensation Benchmarking and Peer Group The Compensation and Talent Committee believes that market data, including compensation data from a peer group of comparable companies, is essential to determining compensation targets and actual awards that attract and retain highly talented executive officers. The Compensation and Talent Committee uses market data to assess the competitiveness of our compensation packages relative to similar companies and to ensure that our compensation program is consistent with our compensation philosophy. Annually (and more frequently, where appropriate), the Compensation and Talent Committee engages its independent compensation consultant to conduct a market benchmarking study for our executive officers, including our CEO and our other NEOs. The Compensation and Talent Committee’s objective is to provide executive officers with target total direct compensation that is generally within a competitive market range as compared to similar positions, unless the circumstances warrant a different determination. Our executive compensation program is benchmarked against a peer group of healthcare equipment and supplies, veterinary medicine and life sciences tools and services companies selected by our Compensation and Talent Committee. The Compensation and Talent Committee, with input from our independent compensation consultant, reassesses our peer group composition annually to identify appropriate changes needed to ensure that the peer group continues to provide an appropriate benchmark for competitive pay analysis.
Alignment of Executive Pay with Total Shareholder Returns
We view the peer group selection process as a critical aspect of our executive compensation program because benchmarking our pay practices against our market peers provides us with key information relevant to the attraction and retention of talent. The composition of our peer group is based upon a number of criteria, including the following:
Alignment of Executive Pay with Total Shareholder Returns
| Industry and Business Characteristics | Our peer companies are publicly traded U.S. companies that operate in similar industries and, to the extent possible, have similar cost structures, business models and global reach. Generally speaking, we look to companies that fall within our industry classification, based on the Global Industry Classification Standard (GICS), and specifically companies that qualify as Healthcare Equipment and Supplies, Healthcare Providers and Services, Biotechnology, Healthcare Technology, Pharmaceuticals and Life Sciences Tools & Services companies under GICS. | | Size | Based on the strong correlation between compensation opportunity levels and company size, we look for comparably sized companies as measured by metrics such as revenue and market capitalization. | | Competition for Executive Talent | In selecting our peer group, we seek to identify companies with which we compete for executive talent. | | Competition for Investor Capital | Because compensation expense is a factor in financial performance and resulting margins, it is important to consider companies that shareholders may consider as alternative investment opportunities. | | Statistical Reliability | To provide a number of data points that will yield statistically meaningful benchmarking opportunities, we believe that our peer group should be composed of at least twelve companies, with a target group of between fifteen and twenty. | | Additional Factors | We consider certain other refining characteristics when selecting peers, including our ISS and Glass Lewis peer companies and companies that identify IDEXX as a peer for compensation purposes. | | Overall Reasonableness | While individual peer companies may satisfy some but not all of the relevant criteria, we view the group as a whole and determine whether, in totality, the group is reasonable and defensible for benchmarking purposes and whether the resulting comparison data is rational. |
IDEXX Compensation Peer Group (16 Companies in Total)
IDEXX Compensation Peer Group (16 Companies in Total)
IDEXX Compensation Peer Group (16 Companies in Total)
| Peer Company | Ticker Symbol | Peer Company | Ticker Symbol | | Agilent Technologies, Inc. | A | Illumina, Inc. | ILMN | | Align Technology, Inc. | ALGN | Intuitive Surgical, Inc. | ISRG | | Bio-Rad Laboratories, Inc. | BIO | Mettler-Toledo International Inc. | MTD | | The Cooper Companies, Inc. | COO | Revvity, Inc. | RVTY | | DexCom, Inc. | DXCM | ResMed Inc. | RMD | | Edwards Lifesciences Corporation | EW | STERIS plc | STE | | Elanco Animal Health Incorporated | ELAN | Waters Corporation | WAT | | Hologic, Inc. | HOLX | Zoetis Inc. | ZTS |
IDEXX Compensation Peer Group (16 Companies in Total)
This peer group included the same companies that constituted the peer group referenced by the Compensation and Talent Committee when it determined 2024 compensation. As part of our compensation benchmarking process, we utilize a blend of peer group data and survey data of technology, life science and other companies representing companies similar to us in size and business models. 2025 Compensation Components In making compensation determinations for our NEOs, the Compensation and Talent Committee gives primary consideration to the NEOs’ impact on our results and their scope of responsibility, in addition to other relevant factors, such as prior experience and performance, future potential and data on prevailing market compensation levels. The Compensation and Talent Committee also gives considerable weight to the CEO’s evaluation of the other NEOs because of his unique knowledge of their responsibilities, performance and contributions. Before making its final decisions regarding Mr. Mazelsky’s 2025 compensation, the Compensation and Talent Committee consulted with the Board and considered the Board members’ feedback and assessment of Mr. Mazelsky’s overall performance. For each of our NEOs, including our CEO, the Compensation and Talent Committee determines each component of compensation—base salary, annual performance-based cash bonus and equity-based long-term incentive compensation—based on various relevant factors. We describe those components and how they are determined in more detail in the sections that follow. 2025 Base Salary The Compensation and Talent Committee reviews and approves base salary levels annually, typically in the first fiscal quarter, as part of our compensation planning process. The Compensation and Talent Committee targets base salary for the executive officers within a competitive market range. Individual executive officer base salary levels may vary at the high or low end of the competitive range when factoring in contributions to our overall financial performance, and an individual’s strengths, level and scope of responsibilities, skills, experience, past performance and future potential.
IDEXX Compensation Peer Group (16 Companies in Total)
| IDEXX 2026 PROXY STATEMENT | 93 |
IDEXX Compensation Peer Group (16 Companies in Total)
The 2025 base salaries of our NEOs are included in the table under “Total Direct Compensation Summary” beginning on page 84. In February 2025, the Compensation and Talent Committee approved 2025 base salary increases for each of our non-CEO NEOs, other than Mr. McKeon whose base salary remained flat in light of his planned retirement. The Compensation and Talent Committee determined 2025 salaries based on individual performances, roles and responsibilities, competitive data and internal equity. Mr. Mazelsky’s base salary was maintained at his 2024 level given the appropriateness of his salary positioning relative to the competitive market. 2025 Annual Performance-Based Cash Bonus Pursuant to our 2025 annual performance-based cash bonus plan, each of our NEOs (other than Mr. McKeon) received an annual performance-based cash bonus for 2025. Each participating NEO’s target bonus amount is equal to a certain percentage of their annual base salary and their actual bonus is capped at 200% of this target bonus amount. The Compensation and Talent Committee sets the target percentages to provide a suitable mix of fixed and variable compensation and to maintain an appropriate weighting of annual versus long-term incentives, consistent with our compensation philosophy.
IDEXX Compensation Peer Group (16 Companies in Total)
| Base Salaryx | Target Incentive % | = | Target Annual Performance-Based Cash Bonus Amount |
IDEXX Compensation Peer Group (16 Companies in Total)
The annual performance-based cash bonus is calculated by multiplying the NEO’s target bonus amount by a corporate performance factor consisting of two weighted components:
IDEXX Compensation Peer Group (16 Companies in Total)
| | Corporate Performance Factor | | | | | | Target Annual Performance- Based Cash Bonus Amountx | Financial Performance Factor | + | Non-Financial Performance Factor | = | Actual Annual Performance- Based Cash Bonus Amount(1) | | | 60% Weighting | | 40% Weighting | | |
IDEXX Compensation Peer Group (16 Companies in Total)
1.The calculated actual annual performance-based cash bonus amount is subject to adjustment for an individual NEO based on consideration of the NEO’s performance and relative contribution to the achievement of our financial and non-financial performance factor goals. The corporate performance factor used to calculate these bonuses consists of the following: +A financial performance factor, determined by our performance on four specific financial metrics selected by the Compensation and Talent Committee (for more detail, refer to the discussion under “Our Financial Performance Factor” beginning on page 95); and +A non-financial performance factor, determined by our performance on pre-determined non-financial performance goals, typically approved by the Board in February. These goals are focused on strengthening and positioning IDEXX for sustained future growth and profitability (for more detail, refer to the discussion under “Our Non-Financial Performance Factor” beginning on page 97).
IDEXX Compensation Peer Group (16 Companies in Total)
| 94 | IDEXX 2026 PROXY STATEMENT |
IDEXX Compensation Peer Group (16 Companies in Total)
An individual performance factor may be used to recognize extraordinary performance factors (positive and negative) pertaining to each individual NEO in any given performance year. This factor tends to be used only on an exceptional basis. There is a maximum payout of 200% of target for each of our NEOs, inclusive of corporate and individual performance factors.
Our Financial Performance Factor
The Compensation and Talent Committee established 2025 threshold, target and maximum performance goals for each of these metrics, which are aligned with the goals included in our Board-approved 2025 annual business plan: +The threshold goal for each metric is the minimum level of performance required to achieve a payout for that metric. The payout at threshold performance is 25% of target. Below threshold performance will result in a 0% payout for that metric. +The target goals are aligned with the goals included in the Board-approved 2025 annual business plan. Target goals are intended to encourage stretch performance during the one-year performance period, while at the same time being achievable. Performance at target will result in a payout at 100% of target for the applicable metric. +The maximum goal for each metric is set at a level that requires superior performance during the one-year performance period. Performance at or above the maximum goal will result in a payout of 200% of target for that metric. In the event that performance of any metric is between the threshold and target goals or target and maximum goals, the payout for that metric is linearly interpolated. The following table shows the threshold, target and maximum goals for each of the financial metrics in our 2025 annual performance-based cash bonus plan.
Our Financial Performance Factor
| | Performance Goals | | | | Financial Metrics | Threshold | Target | Maximum | | Organic Revenue Growth | 3.0% | 8.1% | 12.0% | | Operating Profit (in millions) | $1,245.2 | $1,307.7 | $1,359.0 | | Earnings per Share (Diluted) | $11.71 | $12.25 | $12.70 | | ROIC | 39.5% | 47.8% | 54.6% |
Our Non-Financial Performance Factor
| 2025 Strategic Goal Priorities | 2025 Assessment Highlights | | Innovation for Continued Long-Term Growth | +Launched or achieved launch readiness for five advanced new-to-world CAG solutions, including the fine needle aspirate application for mast cell tumor detection to expand our IDEXX inVue Dx™ analyzer menu, Catalyst™ Cortisol Test, our IDEXX Cancer Dx™ canine lymphoma screening test, AI-assisted radiology innovation and the next-generation ImageVue™ DR50 Plus Digital Imaging System. +Advanced key product and service developments in support of our innovation roadmap, including new AI and data features. +Met all planned project milestones and corporate goals for development of our MultiCue Dx™ point-of-care analyzer. +Delivered foundational features of our Vello™ pet owner engagement platform, including multi-location support for corporate accounts and new digital wellness capabilities. +Introduced new beta features in our practice management system solutions, including “voice to SOAP” and automated patient summaries that can result in veterinarians saving up to two hours per day in computer time. | | Commercial Execution | +Placed over 22,000 premium instruments globally, including over 6,000 IDEXX inVue Dx analyzers, our strongest first-year analyzer launch to date, expanding the installed base that underpins recurring revenue growth and maintained customer retention rates in the high 90s within our key CAG Diagnostics business. +Achieved broad adoption of IDEXX Cancer Dx canine lymphoma screening tests with more than 5,500 customers in North America running the test, establishing our position in early cancer detection and laying the foundation for our differentiated oncology franchise. +Delivered 9.6% organic revenue growth driven by 8.1% organic growth in CAG Diagnostics recurring revenues, including double-digit growth internationally. +Completed three international commercial expansions in Australia, Germany and the United Kingdom, strengthening customer reach and field capacity, while expanding our U.S. field-based resources. |
Our Non-Financial Performance Factor
Under our 2025 annual performance-based cash bonus plan, applying our financial performance factor and our non-financial performance factor, as described above, the corporate factor was realized at 140% of target. Equity-Based Long-Term Incentive Compensation The Compensation and Talent Committee believes that granting equity-based awards is an effective tool in recruiting and retaining the key talent necessary to ensure our continued success and further aligns the interests of our senior executives with those of our shareholders by rewarding long-term total shareholder return while providing a retention incentive through multi-year vesting periods. We also believe that in order to attract and retain key talent and support long-term value creation, our annual equity awards should be designed to be easy to communicate and understand. The Compensation and Talent Committee regularly reviews our executive compensation program, including our equity-based long‑term incentive compensation program, to ensure its design supports IDEXX’s business and talent strategies. This has resulted in the refinement and evolution of our equity-based long-term incentive compensation program over time. Most recently, the addition of PSUs in 2024 further strengthened the direct alignment between our financial performance and the interests of our senior executives and shareholders.
Types and Mix of Equity Awards
Types and Mix of Equity Awards The annual equity awards made to our NEOs in 2025 consisted of stock options, PSUs and RSUs, with the following key terms and which serve the following purposes:
Types and Mix of Equity Awards
| | Stock Options | Performance-Based Restricted Stock Units (PSUs) | Time-Based Restricted Stock Units (RSUs) | | Vesting | Vest in four equal annual installments | Cliff vests based on achievement against the PSU award performance metrics over a three-year performance period | Vests in four equal annual installments | | Term | Term expires on the day immediately prior to the tenth anniversary of grant date | Not applicable | Not applicable | | Exercise Price | Closing sale price of our common stock on the Nasdaq Global Select Market on the grant date | Not applicable | Not applicable | | Purpose | Align senior executives’ and shareholders’ interests because the awards only have value to the extent our stock price exceeds the per-share exercise price, incentivize senior executives to create long-term shareholder value and encourage retention because the opportunity to exercise is generally contingent on continued employment. | Reinforce our senior executives’ focus on long-term performance goals tied to our growth strategy and further strengthen the direct alignment between the interests of our senior executives and shareholders because the award value depends on performance against long-term financial goals and the stock price of our common stock. | Encourage retention and reward the creation of shareholder value over time because the value depends on the stock price of our common stock but will have some value in the long term. | | Mix(1) | CEO: 50% Other NEOs: 50% | CEO: 50% Other NEOs: 25% | CEO: 0% Other NEOs: 25% |
Types and Mix of Equity Awards
1.Excluding Mr. McKeon who did not participate in the annual equity award grant cycle in 2025 in light of his retirement. Generally, unvested PSUs, RSUs and stock options are subject to forfeiture when a senior executive’s employment at IDEXX ends, and vested stock options are exercisable only while the senior executive remains employed by IDEXX or within three months after their employment at IDEXX ends. However, our equity awards include certain death and disability provisions, as well as retirement provisions designed to enhance our ability to retain talent and facilitate succession and transition planning for key positions. For more information regarding these provisions, refer to the discussion under “Stock Incentive Plans” beginning on page 121. The different risk and reward characteristics of stock options, PSUs and RSUs, the mix of 2025 annual equity awards and our multi‑year vesting schedules, serve as an effective means of aligning the interests of our executive officers and shareholders and retaining key talent. Our senior executives bear the highest risk and realize the highest potential reward associated with that performance given that they have the most direct impact on IDEXX’s performance.
Types and Mix of Equity Awards
| IDEXX 2026 PROXY STATEMENT | 99 |
2025 NEO Annual Equity Awards
2025 NEO Annual Equity Awards In determining the value of annual equity awards granted to each NEO, the Compensation and Talent Committee evaluates a number of factors, including a competitive assessment of the market and each senior executive’s responsibilities, performance, long-term leadership potential and equity holdings. The Compensation and Talent Committee also considers the impact of equity award values in total on shareholder dilution and shareholder value transfer in relation to the average of such totals for our peers. The Compensation and Talent Committee may also grant one-time special equity awards in recognition of circumstances that cannot be addressed through our standard incentive plans. As described earlier, the Compensation and Talent Committee chose to weight “at-risk” equity-based awards as the primary compensation element in the mix of total target direct compensation for 2025 to best position IDEXX to retain, motivate and incentivize our NEOs and further enhance the alignment of their interests with shareholders. In February 2025, the Compensation and Talent Committee granted the following equity awards to all our NEOs given these considerations:
2025 NEO Annual Equity Awards
| | Stock Option Award Value ($)(1)(2) | RSU Award Value ($)(1)(3) | PSU Award Target Value ($)(1)(4) | Total Equity Award Value ($)(1) | | Jonathan J. Mazelsky | 5,400,000 | — | 5,400,000 | 10,800,000 | | Andrew Emerson | 950,000 | 475,000 | 475,000 | 1,900,000 | | Michael J. Lane | 1,350,000 | 675,000 | 675,000 | 2,700,000 | | Tina Hunt, PhD | 1,350,000 | 675,000 | 675,000 | 2,700,000 | | Martin Smith, PhD | 1,350,000 | 675,000 | 675,000 | 2,700,000 | | Brian P. McKeon(5) | — | — | — | — |
2025 NEO Annual Equity Awards
1.Reflects the aggregate grant value (expressed in dollars), assuming PSU awards are earned at target levels, approved by the Compensation and Talent Committee, which differs slightly from the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 that results from the conversion of the approved grant value into shares and rounding the resulting number of shares underlying an award to the nearest whole number to avoid the issuance of fractional shares. Refer to Note 5 to our consolidated financial statements included in our 2025 Annual Report on Form 10-K for the relevant assumptions used to determine the grant date fair market value of our stock awards and stock options. 2.Stock options awards vest ratably over four years and have a term of ten years. 3.RSUs vest ratably over four years. 4.PSUs cliff vest based on achievement against the PSU award performance metrics following a three-year performance period. 5.Mr. McKeon did not receive an annual equity award in 2025 as a result of his planned retirement.
2025 PSU Award Performance Metrics
2025 PSU Award Performance Metrics Consistent with PSU awards granted in 2024, the Compensation and Talent Committee approved average annual organic revenue growth and average annual comparable operating profit growth over a three-year period as the 2025 PSU performance metrics because it believes these metrics appropriately incentivize sustained revenue growth that is profitable and are aligned with key drivers of our long-term strategy and financial model. The Compensation and Talent Committee also determined the threshold, target and maximum goals for each 2025 PSU performance metric in light of the three-year performance period and our long-term business and financial strategic plan. In the event performance of either metric is between the threshold and target goals or target and maximum goals, the payout as a percentage of target for that metric is calculated on a sliding scale, ranging from 20% to 200%. These payouts as a percentage of target are consistent with those used in our 2024 PSU awards.
2025 PSU Award Performance Metrics
| 100 | IDEXX 2026 PROXY STATEMENT |
2025 PSU Award Performance Metrics
The below table outlines the 2025 PSU award performance metrics and weightings, as well as the PSU payout percentage for the achievement of threshold, target and maximum performance:
2025 PSU Award Performance Metrics
| | | Payout Percentage | | | | Performance Metrics | Weighting | Threshold | Target | Maximum | | Average Annual Organic Revenue Growth(1) | 50% | 20% | 100% | 200% | | Average Annual Comparable Operating Profit Growth(2) | 50% | 20% | 100% | 200% |
2025 PSU Award Performance Metrics
1.The average annual organic revenue growth is determined by averaging the percentage change in our revenue growth year over year during each of the three years included in the performance period, in each case net of the impacts of changes in foreign exchange rates, certain business acquisitions and divestitures. 2.The average annual comparable operating profit growth is determined by averaging the percentage change in our operating profit year over year during each of the three years included in the performance period, in each case adjusted to eliminate, as applicable, (i) the effects of foreign currency exchange rates and (ii) the effects of certain discrete items, including, but not limited to, restructuring charges, debt finance costs, acquisition purchase accounting adjustments, acquisition-related transaction costs and integration expenses, adjustments to finalized pre-acquisition contingencies, litigation-related expenses and payments, gains and losses on the disposition of assets or discontinued operations, non-cash writedowns or other unusual, non-recurring or extraordinary items, or otherwise in the discretion of the Compensation and Talent Committee. Information regarding the target, threshold, and maximum goals applicable to the average annual organic revenue growth and average annual comparable operating profit growth metrics applicable to the 2025 PSU awards, as well as performance against those metrics, will be disclosed at the end of the three-year performance period. Minimal Executive Benefits and Perquisites We provide a wide array of health and welfare benefits that support our employees’ overall well-being. These include comprehensive health, life and disability insurance, generous time-off and leave programs and financial support. We provide free counseling for employees and their dependents through our mental wellness partner. In addition, all U.S. employees are eligible to participate in our 401(k) plan. Participants in our 401(k) plan receive matching contributions of up to 5% of their eligible compensation, subject to applicable regulatory limits. All full-time U.S. employees who have been employed for at least one month also have an opportunity to purchase shares of our common stock through payroll deductions pursuant to our 1997 Employee Stock Purchase Plan, as amended. All employees have access to financial education and our employees in North America can engage with a financial coach. We also provide reimbursement to our employees for reasonable relocation costs when necessary based on business needs. In 2025, the benefits available exclusively to our executive officers were Company-funded tax return preparation and financial planning services (which had a combined value of $15,000 or less per NEO) and supplemental disability coverage and executive health consultation services (which had a combined value of under $6,500 per NEO). The tax preparation and financial planning service is provided to maximize the amount of time that our executive officers are able to spend on Company business rather than personal financial matters, support executive officer retention and assist them in navigating complex tax, financial and regulatory issues. The supplemental disability coverage is provided for additional financial security in the case of disability. Executive health consultation services are provided because the health of our executive officers is critical to their performance. We also offer members of senior management, including our NEOs, online personal privacy and data protection services (which had an annual value of approximately $1,000 per NEO), which contributes to securing our data and information technology systems. In addition, we have fractional interests in aircraft available, as needed, to provide efficient business travel for our CEO, other senior executives and Board members, subject to compliance with our policies. Personal use of these aircraft is prohibited, unless a special exception is approved by the Board Chair or Audit Committee Chair, in the case of the CEO, and by the CEO, in all other cases. There was no personal use of these aircraft in 2025. In addition, some of our executive officers and their spouses and partners may be
2025 PSU Award Performance Metrics
| IDEXX 2026 PROXY STATEMENT | 101 |
2025 PSU Award Performance Metrics
invited to participate in our annual President’s Club event recognizing our highest performing sales employees, and we reimburse them for their reasonable travel expenses, including the expenses of their spouses and partners. We maintain an unfunded, nonqualified deferred compensation plan, which we refer to as the NQDC Plan, that allows a select group of management and highly compensated employees to voluntarily defer cash compensation and settlement of RSU and PSU awards in a manner intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended. Participants in the NQDC Plan, including our executive officers, were first permitted to defer eligible compensation beginning in 2025. We believe the NQDC Plan will enhance our ability to attract and retain key talent and support stock ownership and retention by our executive officers. For more information refer to “2025 Nonqualified Deferred Compensation” beginning on page 113. Earnings credited for deferred compensation are not above market or preferential. We do not gross up our executive officers’ perquisites and benefits to compensate for any taxes due on the value of these perquisites and benefits, with the exception of typical tax equalization benefits for executive officers on expatriate assignments, and gross-up payments for reasonable relocation costs and reimbursement of President’s Club event travel expenses, as applicable. How We Manage Risk and Governance Executive Stock Ownership and Retention We maintain stock ownership guidelines intended to further align the financial interests of our senior executives with those of our shareholders. These guidelines set a target level of ownership of a number of shares of our common stock for each of our NEOs and other senior executives each year as of March 31 (or their hire date or date of promotion during the year they were hired or promoted) based on a target multiple of annual base salary shown in the table below, divided by the closing price of our common stock on the relevant calculation date.
2025 PSU Award Performance Metrics
| | Target Multiple of Annual Base Salary | | CEO | 10X | | Executive Vice Presidents | 4X | | Senior Vice Presidents | 1X |
2025 PSU Award Performance Metrics
These target levels determine whether the senior executive must retain additional stock acquired upon the vesting and settlement of shares underlying RSUs or PSUs or the exercise of options. Unless and until the number of shares of our common stock held by a senior executive equals or exceeds their target level established each year as of March 31 (or their hire date or date of promotion during the year they were hired or promoted), the senior executive must retain: +At least 75% of our common stock received upon the exercise of options or the vesting and settlement of RSUs or PSUs after payment or withholding of any applicable exercise price and taxes; and +All other shares of our common stock held by the senior executive. We apply vested but deferred RSUs and PSUs towards the satisfaction of these guidelines, but we do not apply unexercised stock options (whether or not vested) or unvested RSUs or PSUs towards satisfying these guidelines, as the Compensation and Talent Committee believes that these guidelines are meant to encourage outright ownership of IDEXX’s common stock and to further align the financial interests of our senior executives with those of our shareholders. Each senior executive’s compliance with the guidelines is measured annually and reviewed by the Compensation and Talent Committee.
2025 PSU Award Performance Metrics
| 102 | IDEXX 2026 PROXY STATEMENT |
2025 PSU Award Performance Metrics
All NEOs were in compliance with the guidelines as of December 31, 2025. For more information regarding the stock ownership guidelines applicable to our non-employee Directors, refer to “Director Stock Ownership Guidelines” on page 63. Recovery of Incentive Compensation We maintain an Executive Compensation Recovery Policy (Clawback Policy) that complies with, and exceeds the requirements of, applicable SEC and Nasdaq rules (Section 10D of the Exchange Act, Rule 10D-1 of the Dodd Frank Wall Street Reform and Consumer Protection Act promulgated thereunder and Nasdaq Rule 5608). Pursuant to our Clawback Policy, in the event of an “accounting restatement,” our “covered executives,” including current and former NEOs and other executive officers, must reimburse us for any “erroneously awarded compensation” they received during the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement. Incentive compensation subject to mandatory recoupment under the Clawback Policy includes the amount of incentive compensation received by a covered executive during the three fiscal years preceding the required accounting restatement based on our achievement of “financial reporting measures” in excess of the amount that the covered executive would have received based on the restated financial reporting measures. In addition, in the event we are required to prepare a “‘Big R’ accounting restatement,” our Board has discretionary authority to recover covered executives’ “additional compensation,” including their time-based equity awards and annual cash bonus amounts tied to the non-financial performance factor, to the extent such forms of compensation are not otherwise subject to mandatory recoupment. The Board has the authority to interpret and make all determinations under the Clawback Policy, in a manner consistent with applicable SEC and Nasdaq rules. Policy on Short-Sales, Derivatives and Hedging Pursuant to our Policy on Short Sales, Derivative Transactions and Hedging, no Director or employee of IDEXX may engage in short sales of our securities; purchases or sales of puts, calls or other derivative securities based on our securities; or purchases of financial instruments that are designed to hedge or offset any decrease in the market value of our securities. Anti-Pledging Policy We maintain a Policy on Pledging of Company Stock that prohibits our Directors and executive officers from pledging, hypothecating or otherwise encumbering our equity securities as collateral for indebtedness, including holding shares in a margin or similar account that would subject our equity securities to margin calls or otherwise making them available as collateral for a margin loan. Executive Agreements IDEXX and Mr. Mazelsky are parties to an employment agreement (Mazelsky Employment Agreement), which will remain in effect until he becomes the Executive Chair of our Board, as well as a letter agreement (Mazelsky Letter Agreement), which will replace the Mazelsky Employment Agreement upon him assuming the role of Executive Chair. Among other things, the Mazelsky Employment Agreement provides Mr. Mazelsky with certain severance benefits if he were to be terminated by IDEXX other than for cause or in connection with a change in control, and the Mazelsky Letter Agreement provides him with certain severance benefits if he were to be terminated by us other than for cause prior to the adjournment of the 2027 Annual Meeting of Shareholders. For more information regarding these severance benefits, refer to the discussion under “Potential Payments Upon Termination or Change in Control” beginning on page 124. In addition, each of the NEOs and certain other senior executives has a change in control agreement with IDEXX. With respect to Mr. Mazelsky, the terms of this change in control agreement are included in the Mazelsky Employment Agreement, which will cease to apply upon his assumption of the role of Executive Chair. At that time Mr. Mazelsky will no longer be entitled to any benefits in connection with a change of control other than those that apply to all employees under our Stock Incentive Plan and the severance
2025 PSU Award Performance Metrics
| IDEXX 2026 PROXY STATEMENT | 103 |
2025 PSU Award Performance Metrics
benefits under the Mazelsky Letter Agreement if he were to be terminated by us other than for cause prior to the adjournment of the 2027 Annual Meeting of Shareholders whether or not in connection with a change in control. The purpose of the change in control agreements is to provide strong incentives for our senior executives to act in the best interests of our stakeholders before, during and after any change in control transaction by providing them with certain payments, benefits and accelerated vesting of equity awards in the event their employment is terminated or materially changed following a change in control. The agreements do not provide for any 280G excise tax gross-ups. The change in control agreements (other than the Mazelsky Employment Agreement) renew annually unless we provide timely notice of our intent not to renew. The Compensation and Talent Committee believes these terms are reasonable and consistent with market practice. The Compensation and Talent Committee periodically reviews the change in control agreements and obtains updated industry benchmarking advice from its independent compensation consultant to assist in determining whether any modifications to the agreements are necessary or whether we should permit renewal. For more information regarding the change in control agreements and the payments and benefits provided thereunder, refer to the discussion under “Potential Payments Upon Termination or Change in Control” beginning on page 124. We have also entered into Confidential Information, Work Product and Restrictive Covenant Agreements with our senior executives, including each of our NEOs, pursuant to which senior executives agree to abide by standard non-competition, non-solicitation, confidentiality and invention assignment covenants. Equity Award Grant Policy We have an equity award grant policy, approved by the Compensation and Talent Committee and the Board, that determines when and how we grant equity awards. This policy provides for an award date on the date the Compensation and Talent Committee approves an equity award at its regularly scheduled February meeting, and as to any other equity awards, a fixed award date that occurs outside the quarterly quiet periods during which our executives and Directors are precluded from trading in our securities. In addition, the Compensation and Talent Committee may grant an equity award on other dates if determined to be advisable. However, our equity award grant policy prohibits manipulating either the timing of the release of material nonpublic information or the timing of the grant of an equity-based award with the intent of benefiting any equity award grantee, and we have not timed the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation. All annual equity awards to our NEOs require the approval of the Compensation and Talent Committee. Annual equity awards are made on the date of the regularly scheduled Compensation and Talent Committee meeting in February. Management and the Board schedule this meeting so that it occurs after our earnings announcement for the fourth quarter of the prior year and outside of the quarterly quiet period associated with this earnings announcement. Accordingly, no equity awards were granted to our NEOs during 2025 within four business days prior to or one business day following the filing of a Form 10-K, 10-Q or 8-K that disclosed material nonpublic information. Risk Analysis The Compensation and Talent Committee requested that Farient conduct an analysis of IDEXX’s compensation practices to assist it in determining whether those practices created risks that were reasonably likely to have a material adverse effect on IDEXX. The results of this analysis were presented by Farient to the Compensation and Talent Committee in December 2025. Based on this analysis, the Compensation and Talent Committee determined that our compensation practices were not reasonably likely to have a material adverse effect on IDEXX. This conclusion was based on the use of a reasonably balanced pay mix; multiple performance metrics used for our 2025 annual performance-based cash bonus plan, including non-financial goals; capped cash bonus payouts; multi-year equity compensation vesting periods; stock ownership guidelines; a clawback policy; and a prohibition against pledging and hedging activity.
2025 PSU Award Performance Metrics
| 104 | IDEXX 2026 PROXY STATEMENT |
2025 PSU Award Performance Metrics
Compensation and Talent Committee Report The Compensation and Talent Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement for the year ended December 31, 2025. Based on this review and discussion, the Compensation and Talent Committee recommended to the Board of Directors, and the Board of Directors has approved, the inclusion of the Compensation Discussion and Analysis in this Proxy Statement.
Irene Chang Britt, Chair Bruce L. Claflin Lawrence D. Kingsley Karen Peacock Sam Samad
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation ($) | Total ($) | | Jonathan J. Mazelsky President and Chief Executive Officer | 2025 | 1,150,000 | — | 5,399,881 | 5,400,001 | 2,593,000 | 37,240(3) | 14,580,122 | | | 2024 | 1,121,154 | — | 5,199,755 | 5,200,032 | 1,450,150 | 35,960 | 13,007,051 | | | 2023 | 1,000,000 | — | 2,187,697 | 6,562,842 | 1,737,500 | 31,270 | 11,519,309 | | Andrew Emerson(4) Executive Vice President and Chief Financial Officer | 2025 | 531,146 | — | 949,864 | 949,941 | 577,500 | 24,620(5) | 3,033,071 | | Michael J. Lane Executive Vice President and General Manager, CAG Diagnostics Business Unit | 2025 | 594,054 | — | 1,349,855 | 1,349,949 | 627,270 | 98,288(6) | 4,019,416 | | | 2024 | 576,635 | — | 1,349,828 | 1,349,983 | 421,950 | 27,927 | 3,726,323 | | | 2023 | 559,154 | — | 437,738 | 1,312,524 | 586,406 | 25,539 | 2,921,361 | | Tina Hunt, PhD Executive Vice President, Global Strategy and Commercial | 2025 | 594,054 | — | 1,349,855 | 1,349,949 | 627,270 | 24,165(7) | 3,945,293 | | | 2024 | 576,635 | — | 1,349,828 | 1,349,983 | 421,950 | 32,304 | 3,730,700 | | | 2023 | 559,154 | — | 1,162,494 | 1,237,487 | 586,406 | 25,252 | 3,570,793 | | Martin Smith, PhD(8) Executive Vice President and Chief Technology Officer, R&D, Global Operations, Information Technology and Information Security | 2025 | 594,054 | — | 1,349,855 | 1,349,949 | 627,270 | 23,406(9) | 3,944,534 | | | 2024 | 576,635 | — | 1,349,828 | 1,349,983 | 421,950 | 20,663 | 3,719,059 | | Brian P. McKeon(10) Former Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 293,404 | — | — | — | — | 58,276(11) | 351,680 | | | 2024 | 689,558 | — | 1,337,496 | 1,337,414 | 504,521 | 23,759 | 3,892,748 | | | 2023 | 669,023 | — | 612,336 | 1,837,574 | 701,603 | 24,529 | 3,845,065 |
Irene Chang Britt, Chair Bruce L. Claflin Lawrence D. Kingsley Karen Peacock Sam Samad
| Year (1) | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO(2)(4) | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs(3)(4) | Value of Initial Fixed $100 Investment Based on: | | IDEXX Net Income (MM) | IDEXX Organic Revenue Growth(7) | | | | | | | IDEXX TSR(5) | Peer Group TSR(6) | | | | 2025 | $14,580,122 | $31,764,374 | $3,058,799 | $5,888,052 | $135.34 | $148.36 | $1,059.5 | 10% | | 2024 | $13,007,051 | $2,329,479 | $3,767,208 | $1,520,473 | $82.71 | $129.46 | $887.9 | 6% | | 2023 | $11,519,309 | $22,675,198 | $3,313,564 | $6,133,478 | $111.04 | $126.21 | $845.0 | 9% | | 2022 | $9,788,388 | ($13,754,140) | $2,782,492 | ($3,411,052) | $81.61 | $123.67 | $679.1 | 7% | | 2021 | $9,065,021 | $28,210,038 | $2,848,443 | $8,009,991 | $131.73 | $126.13 | $744.8 | 16% |