DEF 14A of Idex Corp /De/, Mar 26, 2024

DEF 14A of Idex Corp /De/

Filed Mar 26, 2024 · FY20230001193125-24-077229

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS The Company’s Restated Certificate of Incorporation, as amended, provides for a three-class Board of Directors, with one class being elected each year for a term of three years. The Board currently consists of ten members, three of whom are Class II directors whose terms will expire at this year’s Annual Meeting, three of whom are Class III directors whose terms will expire at the Annual Meeting to be held in 2025, and four of whom are Class I directors whose terms will expire at the Annual Meeting to be held in 2026.

  2. Overview of IDEX Board of Directors

    Overview of IDEX Board of Directors Our directors have a proven record of success, exhibit high integrity, are loyal to the Company and committed to its success and have knowledge of corporate governance and practices. Nine out of our ten directors are independent, and, as of the date of this proxy statement, the average tenure of our directors is 6.2 years, and the average age of our directors is 59.7 years old. The matrix below illustrates the diverse set of skills, knowledge, experiences, backgrounds and personal attributes represented on our Board.

  3. Overview of IDEX Board of Directors

    | | CLASS I DIRECTORS | | | | CLASS II DIRECTORS | | | CLASS III DIRECTORS | | | | Experience, Skill or Attribute | Beck | Christenson | Helmkamp | Quiroz Centeno | Buthman | Gunter | Watts- Stanfield | Ashleman | Parry | Satterthwaite | | Leadership, Strategy and Operations: | | | | | | | | | | | | Deep senior leadership experience with the following: | | | | | | | | | | | | Decentralized/diversified business | x | x | | | | | | x | x | | | Scale | | x | x | x | x | x | x | | | x | | International/global manufacturing | x | x | x | x | x | x | x | x | x | x | | M&A | x | x | x | x | x | | x | x | x | | | Customer-focused organic growth | x | x | x | x | x | x | x | x | x | x | | Technology/innovation | | | x | | | x | | x | x | | | Current or former CEO and/or President | x | x | x | x | | | | x | | x | | Other public company board experience | x | x | x | | x | | | x | x | x | | Sustainability (ESG) experience | x | | | x | x | | | x | | x | | Financial: | | | | | | | | | | | | High level of financial literacy | x | x | x | x | x | x | x | x | x | x | | “Audit Committee Financial Expert” | x | x | x | | x | | x | x | | | | Board Tenure: | | | | | | | | | | | | Years | 6.3 | 4.8 | 8.4 | 1.8 | 8.0 | 3.2 | 2.1 | 3.3 | 11.3 | 13.0 | | Demographic Information: | | | | | | | | | | | | Gender | | | | | | | | | | | | Male | x | x | | x | x | | | x | x | x | | Female | | | x | | | x | x | | | | | Age (Years Old) | 58 | 64 | 58 | 54 | 63 | 51 | 59 | 57 | 70 | 63 | | Nationality | | | | | | | | | | | | American | x | x | x | x | x | x | x | x | x | x | | British | | | | | | | | | x | | | Mexican | | | | x | | | | | | | | Race/Ethnicity | | | | | | | | | | | | Hispanic or Latino | | | | x | | | | | | | | White | x | x | x | | x | | | x | x | x | | Asian | | | | | | | | | | | | Black or African American | | | | | | x | x | | | | | Native Hawaiian or Other Pacific Islander | | | | | | | | | | | | American Indian or Alaska Native | | | | | | | | | | | | Two or more races | | | | | | | | | | | | Openly LGBTQ | | | | | | | | | | | | Disability | | | | | | | | | | | | Military Service | | | | | | | | | | |

  4. Overview of IDEX Board of Directors

    The Board has nominated three individuals for election as Class II directors to serve for a three-year term expiring at the Annual Meeting to be held in 2027. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. The Class II nominees of the Board are Mark A. Buthman, Lakecia N. Gunter and L. Paris Watts-Stanfield, each of whom is currently serving as a director of the Company. The nominees and the other incumbent directors are listed below, with brief statements setting forth their present principal occupations and other information, including any directorships in other public companies, and their particular experiences, qualifications, attributes and skills that led to the conclusion they should serve as directors. If for any reason any of the nominees are unavailable to serve, proxies solicited hereby may be voted for a substitute. The Board, however, expects the nominees to be available.

  5. Overview of IDEX Board of Directors

    | Our Board of Directors recommends that you vote FOR the election of each of the 2024 Class II director nominees |

  6. CLASS II DIRECTOR NOMINEES

    CLASS II DIRECTOR NOMINEES Mr. Buthman retired from Kimberly-Clark Corporation, a leading global manufacturer of consumer packaged goods and personal care products, in 2015, where he was Executive Vice President and Chief Financial Officer from January 2003 to April 2015. During his 33-year career at Kimberly-Clark, Mr. Buthman held a wide range of leadership roles, and led or participated in more than 50 acquisition transactions totaling more than $10 billion in value. Mr. Buthman has been a disciplined financial leader with a track record of allocating capital in shareholder-friendly ways. Mark A. Buthman Age: 63 Director since April 2016 Independent Committees: Audit (Chair) Nominating and Corporate Governance Mr. Buthman’s experience as a chief financial officer of a Fortune 150 company with significant international operations and as a public company director led to the conclusion that he should serve on the Board of Directors. Mr. Buthman received a bachelor of business administration degree in finance from the University of Iowa. Mr. Buthman is a director of West Pharmaceutical Services, Inc. Ms. Gunter has served as Chief Technology Officer for the Global Partner Solutions organization at Microsoft Corporation, a leading global developer, manufacturer and licensor of consumer electronics, since June 2023. Prior to this role, and beginning in May 2022, she served as Vice President and General Manager of the Device Partner Solution Sales Group, after joining Microsoft in May 2020 as Vice President and General Manager of IoT Global and Strategic Engagement. From April 2018 to May 2020, Ms. Gunter was Vice President of the Programmable Solutions Group and General Manager of Ecosystem Development and Operations at Intel Corporation, a leading global designer, manufacturer and marketer of computer products and technologies. Prior to that, since October 2008, Ms. Gunter served in several leadership roles at Intel, including Chief of Staff and Technical Assistant to the CEO. Prior to joining Intel, Ms. Gunter held several positions at the Department of Defense from 2004 to 2008. Lakecia N. Gunter Age: 51 Director since January 2021 Independent Committees: Compensation Nominating and Corporate Governance Ms. Gunter’s deep technology and digital innovation experience and her extensive strategic and commercial leadership experience gained at two Fortune 50 companies led to the conclusion that she should serve on the Board of Directors. Ms. Gunter has successfully developed and executed strategic initiatives to create new business models and to accelerate the growth and increase the profitability of multiple technology solutions. Ms. Gunter architected the operating model to transform Intel from a PC-centric company to a data-centric company, which transformation led to a greater than 50% increase in revenues within 18 months. Ms. Gunter received a bachelor of science degree in computer engineering from the University of South Florida and a master of science degree in electrical engineering from the Georgia Institute of Technology. Ms. Watts-Stanfield serves as Chief Procurement Officer of Alcon, Inc., a global leader in eyecare, after having served as Chief Financial Officer, International, of Alcon from April 2022 to March 2024. Prior to her time at Alcon, from June 2021 to April 2022, Ms. Watts-Stanfield served as Vice President and Chief Financial Officer, Greater China, of Medtronic, Inc., a global leader in medical technology, services and solutions, and earlier, she served as Vice President and Chief Audit Executive at Medtronic from July 2017 to June 2021. Previously, Ms. Watts-Stanfield was Chief Financial Officer, Alcoa Transportation and Construction Solutions Group from 2015 to 2017 and Vice President and Chief Audit Executive from 2012 to 2015 at Alcoa, Inc., a global producer of aluminum. Prior to Alcoa, Inc., Ms. Watts-Stanfield served as Vice President, Finance & Strategy from 2010 to 2012 and Vice President, Internal Audit – International from 2009 to 2010 at Walmart Stores, Inc. Earlier in her career, she gained significant finance experience at Procter & Gamble. L. Paris Watts-Stanfield Age: 59 Director since February 2022 Independent Committees: Audit Ms. Watts-Stanfield’s extensive experience in finance and audit matters, significant experience within global business leadership and strong background in business development led to the conclusion that she should serve on the Board of Directors. Ms. Watts-Stanfield received a bachelor of science degree in mathematics from the State University of New York, Brockport and a master of business administration degree from the University of Rochester.

  7. OTHER INCUMBENT DIRECTORS

    OTHER INCUMBENT DIRECTORS

  8. Class III: Three-Year Term Expires in 2025

    Class III: Three-Year Term Expires in 2025 Mr. Satterthwaite has served since August 2022 as Senior Vice President of Cummins, Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products. From March 2021 to August 2022, he served as Vice Chairman, after serving as President and Chief Operating Officer of Cummins since October 2019. From April 2015 through October 2019, Mr. Satterthwaite was President of Cummins Distribution Business, a unit of Cummins, and prior to that, Mr. Satterthwaite served as President of Cummins Power Generation from June 2008 to April 2015. Livingston L. Satterthwaite Age: 63 Director since April 2011 Independent Committees: Compensation Nominating and Corporate Governance Mr. Satterthwaite’s business leadership and sales skills, international experience and extensive experience in industrial manufacturing led to the conclusion that he should serve on the Board of Directors. Since joining Cummins in 1988, Mr. Satterthwaite has held various positions at Cummins Power Generation and other divisions of Cummins, including 14 years in managerial and sales positions in the United Kingdom and Singapore. Prior to joining Cummins, Mr. Satterthwaite spent four years at Schlumberger Limited, an oil field services provider, as a general field engineer. Mr. Satterthwaite received a bachelor of science degree in civil engineering from Cornell University and a master of business administration degree from Stanford University. Mr. Parry served as Vice Chairman of Illinois Tool Works Inc. (ITW) from 2010 until his retirement in April 2017. From prior to 2009 until 2010, Mr. Parry was Executive Vice President of ITW with responsibility for the Polymers and Fluids Group. Mr. Parry’s strategic and operating leadership skills and global commercial perspective gained from over 30 years of international business leadership experience, his significant acquisition experience and his extensive expertise in the industrial products manufacturing industry led to the conclusion that he should serve on the Board of Directors. During 18 years of executive and management experience in various senior management positions at ITW, a multinational manufacturer of a diversified range of industrial products and equipment, Mr. Parry successfully grew the operations and profitability of multiple business units and helped ITW complete numerous acquisitions. David C. Parry Age: 70 Director since December 2012 Independent Committees: Audit Nominating and Corporate Governance Prior to joining ITW in 1994, Mr. Parry spent 17 years in various executive and management positions at Imperial Chemical Industries, which at the time was one of the largest chemical producers in the world. Mr. Parry received a bachelor of science degree in chemistry, a master of science degree in chemistry and a Ph.D. in polymer chemistry from Victoria University of Manchester, Manchester, England. Mr. Parry previously served as a director of Celanese Corporation. Mr. Ashleman was appointed a director and Chief Executive Officer of the Company in December 2020. He has served as President of the Company since February 2020. Prior to that, Mr. Ashleman served since July 2015 as the Company’s Chief Operating Officer. From February 2014 to July 2015, Mr. Ashleman was Senior Vice President and Group Executive of the Company’s Global Dispensing, Fire & Safety/Diversified Products and Health & Science and Optics business segments. From September 2011 to February 2014, Mr. Ashleman was Vice President and Group Executive of the Company’s Fire & Safety/Diversified Products business segment. From April 2010 to September 2011, Mr. Ashleman was President of Gast Manufacturing and Global Dispensing. Mr. Ashleman joined IDEX in March 2008 as President of Gast Manufacturing. Eric D. Ashleman Age: 57 Director since December 2020 Chief Executive Officer and President Mr. Ashleman’s significant industrial manufacturing and operations experience, coupled with his extensive management experience, led to the conclusion that he should serve on the Board of Directors. Mr. Ashleman has been integral to the Company’s success, including his role in developing our distinct culture, business model and global strategy. Mr. Ashleman received a bachelor of arts degree in economics and a master of business administration degree from the University of Michigan. Mr. Ashleman is a director of Modine Manufacturing Co.

  9. Class I: Three-Year Term Expires in 2026

    Class I: Three-Year Term Expires in 2026 Ms. Helmkamp was appointed Non-Executive Chair of the Board of the Company in October 2022. Prior to that, since November 2015, Ms. Helmkamp served as an Independent Director of the Company and as a member of multiple Board committees, including as chair of the Nominating and Corporate Governance Committee. Ms. Helmkamp served as President and Chief Executive Officer of Cartus Corporation, the relocation services subsidiary of Anywhere Real Estate, from 2018 until her retirement in January 2023. Previously, she served as Chief Executive Officer of Lenox Corporation from November 2016 to June 2018, and prior to that, Ms. Helmkamp served as Chief Executive Officer of SVP Worldwide from 2010 through 2014, and as Senior Vice President, North America Product for Whirlpool Corporation from 2008 to 2010. Katrina L. Helmkamp Age: 58 Director since November 2015 Non-Executive Chair Independent Committees: Audit Ms. Helmkamp’s operating leadership skills and her experience across multiple markets and technologies led to the conclusion that she should serve on the Board of Directors. During her time at SVP Worldwide and Whirlpool Corporation, Ms. Helmkamp was responsible for managing the operations and profitability of global businesses that derived a substantial portion of their revenues outside the United States. In addition, Ms. Helmkamp successfully oversaw numerous new product development and technology initiatives, including the launch of innovative new products and service categories with improved margins and quality. Ms. Helmkamp also has significant mergers and acquisitions experience, both in identifying and evaluating potential targets, as well as leading post-acquisition integration activities. Ms. Helmkamp received a bachelor of science degree in industrial engineering and a master of business administration degree from Northwestern University. In May 2021, she obtained a certificate from the Berkeley Law Executive Education program, “ESG: Navigating the Board’s Role.” She serves as an independent director of Federal Signal Corporation and of KPMG LLC. Mr. Beck is the co-founder and owner of B-Square Precision, LLC, a private company engaged in the acquisition and management of companies that manufacture high-precision tools, dies, molds and components, founded in 2018. Previously, Mr. Beck served as President and Chief Executive Officer of JELD-WEN Holding, Inc., one of the world’s largest door and window manufacturers, from November 2015 to February 2018, and was a director of JELD-WEN from May 2016 to February 2018. Prior to JELD-WEN, Mr. Beck served as an Executive Vice President at Danaher Corporation, leading Danaher’s water quality and dental platforms, beginning in April 2014. Previously, he spent 18 years with Corning Incorporated in a series of management positions with increasing responsibility, culminating in his appointment as Executive Vice President overseeing Corning’s environmental technologies and life science units in July 2012. He also served on the board of directors of Dow-Corning Corporation from 2010 to 2014. Mark A. Beck Age: 58 Director since January 2018 Independent Committees: Compensation Nominating and Corporate Governance (Chair) Mr. Beck’s experience as a chief executive officer of a public company with significant international operations and his track record of innovation and successfully integrating acquired businesses led to the conclusion that he should serve on the Board of Directors. Mr. Beck received a bachelor of arts degree in business management from Pacific University and a master of business administration degree from Harvard University. Mr. Beck is chairman of the board of Owens & Minor, Inc. Mr. Christenson served as Chief Executive Officer and Chairman of the Board of Directors of Altra Industrial Motion Corp., a leading global designer, producer and marketer of a wide range of electromechanical power transmission motion control products, from April 2014 until his retirement in March 2023. Prior to that since January 2009, Mr. Christenson served as President and Chief Executive Officer of Altra, after serving as President and Chief Operating Officer of Altra from January 2005 to December 2008. From 2001 to 2005, Mr. Christenson was President of Kaydon Bearings, a manufacturer of custom-engineered bearings and a division of Kaydon Corporation. Prior to joining Kaydon, Mr. Christenson held several management positions at TB Wood’s Incorporated and several positions at the Torrington Company, a division of Ingersoll Rand. Carl R. Christenson Age: 64 Director since June 2019 Independent Committees: Compensation (Chair) Mr. Christenson’s extensive experience leading industrial businesses and executing strategic acquisitions, including in his most recent role as chief executive officer of a public company with global operations, led to the conclusion that he should serve on the Board of Directors. Mr. Christenson received bachelor of science and master of science degrees in Mechanical Engineering from the University of Massachusetts and a master of business administration degree from Rensselaer Polytechnic Institute. Mr. Quiroz has served since September 2021 as CEO Latin America for Prysmian Group, a global leader in the energy and telecommunications cable systems industry. From November 2017 to August 2021, Mr. Quiroz served as President, Aptiv Latin America, a $5.5 billion automotive technology business. Prior to joining Aptiv, Mr. Quiroz held several leadership positions in various countries at automotive suppliers Tenneco Inc., Edscha AG and Continental AG, as well as home appliance manufacturer Whirlpool Corporation. Mr. Quiroz’s extensive experience leading manufacturing organizations in various industries and executing strategic initiatives, combined with his vast international experience, led to the conclusion that he should serve on the Board of Directors. Mr. Quiroz received a master of business administration degree from the University of Michigan Ross School of Business, and a bachelor of science degree in Mechanical Engineering from Universidad de las Americas-Puebla. He is a member of the U.S.-Mexico Foundation and the Latino Corporate Directors Association.

  10. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS The objectives of our director compensation program are to attract highly qualified individuals to serve on our Board and to align our directors’ interests with the interests of our stockholders. The Compensation Committee periodically reviews the program to evaluate whether it continues to meet these objectives. The Company believes that to attract and retain qualified directors, pay levels should be targeted at the 50th percentile (or median) of pay levels for directors at comparable companies. The Compensation Committee, with the assistance of F.W. Cook, regularly evaluates the competitiveness of director compensation. The primary reference point to determine market pay is the peer group of companies used for the Company’s executive compensation analysis as described in “Peer Companies” under “Setting Executive Compensation” in the Compensation Discussion and Analysis below. Market composite data derived from pay surveys available to F.W. Cook and to the Company is also used to evaluate the competitiveness of our director compensation program. Based on such review, the last adjustment to our director compensation program occurred in 2022 and no changes were made to our 2023 director compensation as compared to compensation provided in 2022. Our director compensation for 2023 is set forth below.

  11. COMPENSATION OF DIRECTORS

    | | 2023 | | Annual Retainer and Meeting Fees | $90,000 | | Committee Chair Retainer | | | Audit Committee | $20,000 | | Compensation Committee | $15,000 | | Nominating and Corporate Governance Committee | $15,000 | | Additional Non-Executive Chairman of the Board Fees | | | Annual Retainer | $100,000 | | Annual Equity Grant (100% Restricted Stock Units) | $50,000 | | Value of Equity Grants Upon Initial Election to the Board (100% Restricted Stock Units) | Pro-rated annual grant | | Value of Annual Equity Grants (100% Restricted Stock Units) | $155,000 |

  12. 2023 Director Compensation

    2023 Director Compensation The following table summarizes the total compensation earned in 2023 for the Company’s non-management directors. Mr. Ashleman receives no additional compensation for his service as a director and his compensation for serving as our Chief Executive Officer and President is included in the 2023 Summary Compensation Table.

  13. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Mark A. Beck | 105,000 | 155,000 | — | 260,000 | | Mark A. Buthman | 110,000 | 155,000 | — | 265,000 | | Carl R. Christenson | 105,000 | 155,000 | 10,000 | 270,000 | | Lakecia N. Gunter | 90,000 | 155,000 | 10,000 | 255,000 | | Katrina L. Helmkamp | 190,000 | 205,000 | — | 395,000 | | David C. Parry | 90,000 | 155,000 | 10,000 | 255,000 | | Alejandro Quiroz Centeno | 90,000 | 155,000 | — | 245,000 | | Livingston L. Satterthwaite | 90,000 | 155,000 | — | 245,000 | | Paris Watts-Stanfield | 90,000 | 155,000 | — | 245,000 |

  14. 2023 Director Compensation

    | (1) Reflects the aggregate grant date fair value of the restricted stock units granted in 2023, determined in accordance with FASB ASC Topic 718 using the assumptions set forth in note 15 to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, assuming no forfeitures. As of December 31, 2023, each non-management director had outstanding the following number of RSUs, including vested RSUs subject to deferred settlement at the election of the director: Mr. Beck, 5,310; Mr. Buthman, 7,580; Mr. Christenson, 3,210; Ms. Gunter, 2,480; Ms. Helmkamp, 2,510; Mr. Parry, 2,260; Mr. Quiroz Centeno, 1,585; Mr. Satterthwaite, 9,305; and Ms. Watts-Stanfield, 1,750. |

  15. 2023 Director Compensation

    | (2) Reflects matching gifts of up to $10,000 per year directed to Internal Revenue Code 501(c)(3) tax-exempt, non-profit organizations under the IDEX Corporation Matching Gift Program. |

  16. What We Do

    | √ | Short-Term and Long-Term Incentives/Measures: Our annual and long-term plans provide a balance of incentives and include different measures of performance, with the use of both absolute and relative performance goals. |

  17. What We Do

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

  18. What We Don’t Do

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

  19. What We Don’t Do

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

  20. What We Don’t Do

    | × | Fixed Term Employment Agreements: Employment of our executive officers in the U.S. is “at will” and may be terminated by either the Company or the employee at any time. |

  21. NEO Compensation Aligns with Company Performance

    NEO Compensation Aligns with Company Performance The compensation opportunities of our executives are designed to be directly tied to the performance of the Company. Our pay-for-performance philosophy is demonstrated by the following elements of our executive compensation program for 2023: Approximately 86% of Mr. Ashleman’s 2023 total targeted pay was performance-based, and an average of approximately 69% of our other NEOs’ total targeted pay in 2023 was performance-based. The charts below show the allocation of 2023 targeted pay across base salary, the annual cash incentive award, and the long-term incentive award for Mr. Ashleman and our other NEOs. In 2023, our long-term incentives continued to represent the single largest component of our CEO’s and other NEOs’ targeted pay, representing approximately 69% and 48% of total targeted pay, respectively. Maintaining a balanced perspective is a core part of the Company’s business strategy, which requires employees to take calculated risks to capitalize on anticipated changes in the Company’s numerous businesses. The Compensation Committee believes that balancing the proportion of cash and non-cash awards, as well as short-term versus long-term awards, is important to motivate performance while mitigating risk. Cash-based awards are important in motivating executives for the short-term, while long-term incentives focus executives who have the greatest ability to impact business results on managing the business for the long-term and reinforce the link between their earnings opportunity and the long-term growth of the Company. Our 2023 incentive awards are directly tied to performance metrics that balance absolute and relative performance goals: adjusted EBITDA, organic sales growth, cash flow conversion, sustainability, and relative TSR. We believe these are the best measures of our financial success and support the creation of stockholder value.

  22. 2023 Key Compensation Elements

    | Element | Type of Pay | Purpose | General Characteristics | | Base Salary | Fixed | Provides a fixed level of current cash compensation commensurate with the executive’s primary duties and responsibilities and necessary to attract, retain and reward NEOs. | Reviewed annually and adjusted as necessary to reflect market changes, salary budgets and individual performance. | | Short-Term Incentives — Annual Bonus | Performance- Based | Focuses NEOs on annual performance by rewarding corporate and individual performance and achievement of pre-determined goals. | Variable cash payments. Annual awards based on performance against pre-determined individual and corporate performance goals. | | Long-Term Incentives — Stock Options | Performance- Based | Provides retention through vesting schedules and aligns each NEO’s interests with long-term stockholder interests by linking a substantial portion of each executive’s compensation to increases in the price of Common Stock. | Variable compensation based on stock value, with no value received if the stock price does not appreciate form the grant date. Options vest ratably over four years and have a ten year term. | | Long-Term Incentives — PSUs | Performance- Based | Ties long-term compensation to relative performance, further aligning the interests of NEOs with stockholders. | PSUs vest based on continued service and relative TSR compared to companies in the S&P 500 over a cumulative three-year period. | | Retirement/Other | Fixed/ Voluntary | Provides overall wealth accumulation and retention. | Various market-based retirement and welfare benefits and perquisites. |

  23. 2023 Short-Term Incentives

    2023 Short-Term Incentives The Company administers the short-term incentive plan under the Management Incentive Compensation Plan (MICP). The amount of the annual cash bonus paid to each participant is determined under the following formula: Annual Bonus = Base Salary x Individual Target Bonus Percentage x Business Performance Factor Individual Target Bonus Percentage for the year is a percentage of the participant’s base salary and is based on the participant’s position and market data. For Mr. Ashleman, the Compensation Committee increased his Individual Target Bonus Percentage from 110% to 115%, aligned with the Compensation Committee’s strategy of moving Mr. Ashleman’s target compensation above the 25th percentile position and closer to the median of the target market comprising of peers in similar roles at other companies. The Business Performance Factor (discussed in more detail below) is calculated based on measurable corporate quantitative objectives and strategic measures. The Business Performance Factor Components listed below for 2023 are the same as those for 2022.

  24. 2023 Short-Term Incentives

    | | 2023 MICP Weighting | | Business Performance Factor Components | | | Adjusted EBITDA | 40% | | Organic Sales Growth | 40% | | Adjusted Cash Flow Conversion | 10% | | Sustainability | 10% | | Total | 100% |

  25. 2023 Short-Term Incentives

    Adjusted EBITDA aligns our incentive opportunities to our growth and acquisition strategy and rewards the profitability metric. We believe Adjusted EBITDA also has the highest correlation to long-term TSR performance. Organic Sales Growth represents the percentage increase in sales revenue compared to the previous year’s revenue, which by definition excludes revenue from businesses acquired in the year. Rewarding executives on organic sales growth highlights the importance and emphasis on growth. In addition, Adjusted Cash Flow Conversion continues to be viewed as a vital metric for the overall health of the business. At the beginning of each year, the Compensation Committee agrees on the categories of items that can be excluded or added back to arrive at the adjusted results in calculating the financial metrics included in the Business Performance Factor, as permitted by the terms of the MICP. After the year is complete, the Compensation Committee reviews the adjustments put forward by the Company for approval, resulting in the final Business Performance Factor. Typical adjustments include, but are not limited to, the impact of acquisition and divestiture-related income and charges, restructuring charges, capital expenditure investments versus plan, and the impact of foreign currency translation. Over the past few years, executive leadership and the Board continued to focus on corporate sustainability matters most relevant to the Company and its internal and external stakeholders. Results of this effort are available under the Sustainability link on our website at www.idexcorp.com. To highlight the importance of corporate sustainability and progress with respect to specific topics, the Company first adopted Sustainability as a metric in the 2022 MICP and continued in 2023, with a focus on initiatives that will help make IDEX a more inclusive and diverse employer and environmental steward. Corporate sustainability, and, in particular our commitment with respect to key social and environmental topics, is important to the Company and to our internal and external stakeholders. Environmental sustainability and having a highly engaged and diverse workforce are part of our culture and strategy. Many of the Company’s growth opportunities are aligned to markets and customer initiatives focused on sustainable products or practices around energy reductions, water savings and alternative energy. A commitment to and progress toward various social and environmental initiatives serves as a differentiator in attracting and retaining exceptional talent and teams who have a tremendous impact on our communities and the customers we serve. For the Sustainability component, the Compensation Committee approved stretch long-term goals to be reached by 2035 in the areas of diversity, equity and inclusion (DEI) and environmental sustainability (ES) as well as specific metrics to be reached by the end of 2025 for DEI and a goal to complete various initiatives to reduce electricity consumption in 2023. The Compensation Committee assesses the Company’s performance against defined enabling initiatives for 2023 to further drive progress against the metrics set for 2025 and 2023 (DEI and ES, respectively). The defined enabling initiatives are the actions that the Compensation Committee has agreed to that we believe will best help the Company achieve its short and long term goals. Employees can earn a 0% to 200% payout on the Sustainability component, similar to the financial metrics, depending upon completion of each enabling initiative as well as performance against short-term goals and progress towards the long-term goals. For 2023, the Company completed all of its DEI enabling initiatives, which included business-specific DEI planning, deploying online coursework, holding an inclusion summit and providing inclusive leader training. The Company also increased people of color representation within its senior leader population. For ES, the Company completed all of its enabling initiatives, which included completing a number of specific energy reduction projects across the Company’s sites and continuing to test and utilize a lean process to identify energy and environmental-related opportunities for several business units. Senior leadership also monitored the ongoing development of an environmental strategy, with a focus on reducing emissions. The Company has a long-term goal of reducing the intensity (by revenue) of our Scope 1 and Scope 2 greenhouse gas (GHG) emissions by 30% below our 2021 baseline, and this ongoing work is in furtherance of achieving that goal. In summary, 2023 was a successful year as a result of quality work completed by employees on the enabling initiatives, with the Company overall tracking above expectations for long term goals, resulting in the Committee providing a Sustainability rating of 110%. For 2023, the relative weightings and the performance against the quantitative and strategic measures resulted in a calculated Business Performance Factor of 72%, as shown in the table below.

  26. 2023 Short-Term Incentives

    | MICP Objective | Threshold | Goal | Maximum | Actual* | Payout | MICP Weighting | Business Performance Factor | | Adjusted EBITDA | $873.9M | 939.5M | $1,062.1M | 905.3M | 68.5% | 40% | 27.4% | | Organic Sales Growth | -2.0% | 2.5% | 7.5% | -1.0% | 41.7% | 40% | 16.7% | | Adjusted Cash Flow Conversion | 80% | 100% | 129% | 119% | 168.8% | 10% | 16.9% | | Sustainability | Combination of long-term goals and initiatives as described above | | | 110.0% | 110.0% | 10% | 11.0% | | Total | | | | | | 100% | 72% |

  27. 2023 Short-Term Incentives

    | * A reconciliation from GAAP to non-GAAP financial measures and other related information is included in Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. In addition to the adjustments noted in the Form 10-K, additional adjustments are used to determine the short-term incentive payouts, including adjustments related to acquisitions and divestitures and actual capital. |

  28. 2023 Short-Term Incentives

    The short-term incentive payments are included in the 2023 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column and summarized in the table below.

  29. 2023 Short-Term Incentives

    | NEO | Currency | Base Salary Rate | Individual Target Bonus Percentage | Business Performance Factor | Actual 2023 Short- Term Incentive Award | | Eric D. Ashleman | USD | 1,000,000 | 115% | 72% | 828,000 | | Abhishek Khandelwal(1) | | | | | | | Lisa M. Anderson | USD | 440,000 | 60% | 72% | 190,080 | | Roopa Unnikrishnan | USD | 425,000 | 60% | 72% | 183,600 | | Melissa Flores | USD | 425,000 | 60% | 72% | 183,600 | | William K. Grogan(2) | USD | 610,000 | 80% | | | | Marc Uleman | EUR | 520,000 | 75% | 72% | 280,800 |

  30. 2023 Short-Term Incentives

    | (1) Mr. Khandelwal started employment with the Company on November 20, 2023, and was not eligible for a 2023 incentive compensation plan payment. In accordance with the terms of his offer of employment, Mr. Khandelwal received a cash sign-on award of $300,000 upon his appointment as Senior Vice President and Chief Financial Officer, which is subject to repayment if he leaves the Company or is terminated for cause prior to the 12-month anniversary of his start date. The size of this sign-on compensation was determined based on compensation forfeited at his previous employer. |

  31. 2023 Short-Term Incentives

    | (2) Mr. Grogan left the Company on September 15, 2023, and forfeited his incentive compensation plan payment. |

  32. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards Long-term incentive awards are generally made on an annual basis, or at the time of a special event (such as upon hiring or promotion) and are provided under the Incentive Award Plan (IAP). We typically grant awards at the February Board meeting each year for the NEOs and the date of the annual meeting of stockholders for the Board of Directors. Our annual awards are made after the release of earnings and we attempt to make awards during periods when we do not have material non-public information that could impact our stock price. Working with its independent compensation consultant, the Compensation Committee granted long-term incentive awards to the NEOs in early 2023, with the exception of Mr. Khandelwal, who commenced employment with the Company on November 20, 2023. Each NEO has a long-term incentive target established on an individual basis taking into consideration market practice for each role, and individual impact and performance. The Compensation Committee may grant awards above or below target based on individual and Company performance. In 2023, the NEOs received annual long-term incentive awards consisting of PSUs and stock options, which are intended to emphasize the link between pay and performance. The target number of PSUs granted was determined by dividing the PSU award value by the closing price of Common Stock on the date of grant. The number of stock options granted was determined by dividing the stock option award value by the grant date fair value, utilizing the Black Scholes option-pricing model. For additional details of the assumptions made in the valuation of such awards, see note 15 “Share Based Compensation” of the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Mr. Khandelwal’s 2023 LTI Awards. Mr. Khandelwal was awarded a sign-on grant when he was hired in November 2023, with a grant value of $2,000,000, with 50% of the award in restricted shares and 50% in stock options, with the options vesting in 25% annual increments and the restricted shares vesting 100% on the third anniversary of the grant date. The purpose of the award was to partially make up for unvested equity that Mr. Khandelwal forfeited at his prior employer. 2023 CEO Awards. For 2023, the Board granted Mr. Ashleman an award based on the Compensation Committee’s strategy and recommendation, which reflect Mr. Ashleman’s two years of tenure in the Chief Executive Officer role, and strong performance, which resulted in an award between the 25th and 50th percentile of the target market. The following chart shows the grant value recommended by the Compensation Committee and approved by the Board, and the Summary Compensation Table reported value of Mr. Ashleman’s long-term incentive awards for 2022 and 2023. The Summary Compensation Table reported value reflects the grant date fair value determined in accordance with FASB ASC Topic 718.

  33. 2023 Long-Term Incentive Awards

    | | 2022 | 2023 | | Grant Value | $4,100,000 | $4,750,000 | | Reported Value | $4,598,330 | $5,618,356 |

  34. Objectives of Long-Term Incentive Vehicles

    Objectives of Long-Term Incentive Vehicles The Compensation Committee believes that PSUs and stock options both motivate management actions that support the creation of stockholder value and promote executive stock ownership. However, each long-term incentive component has different characteristics. The value of the PSUs after the approximate three- year performance period is directly linked to relative TSR, as described above, as well as the stock price movement during the performance period. Stock options provide value only to the extent that the Company’s stock price appreciates above the stock price on the date of grant.

  35. PSU Design Features

    PSU Design Features The PSUs have an approximate three-year performance period and measure the Company’s relative TSR against the TSR of companies in the S&P 500 Index at the end of such period. If the Company achieves 50th percentile TSR performance as compared to the group of companies, each NEO will receive the target number of performance units, paid out in shares of Common Stock. Threshold performance is at the 33rd percentile, which will result in a payout equal to 33% of target; performance below this level will result in zero payout. Maximum payout is 250% of the target number of shares for 80th percentile performance or higher. Payouts are interpolated between the 33rd percentile and 50th percentile and between the 50th percentile and 80th percentile performance. Notwithstanding the payout percentages indicated above, if the Company’s TSR for the performance period is negative, the payout percentage will not be greater than 100%. Cumulative dividend equivalent payments will be made at the end of the performance period based on the number of shares of Common Stock received by each executive. All terms of the awards, including those identified above, are captured in participant award agreements. In selecting relative TSR as the measure, the Compensation Committee noted that TSR is highly correlated with a combination of other metrics that are important to the Company and to investors, notably: return on invested capital, EBITDA, operating profit margin and compound annual sales growth rate (CAGR). For the 2023 PSU grant, the Compensation Committee selected the S&P 500 Index companies as the comparator group for relative TSR, as the Company was added to this index in August 2019, and first used this group of companies for relative TSR in the 2020 PSU grant. In addition, a one-year post-vest holding requirement was first instituted with the 2020 PSU grant, which we believe further aligns our executives’ interests with those of shareholders. The 2020 PSU award was granted on February 21, 2020, with a performance period ending on January 31, 2023, and resulted in a 173% payout based on 40% TSR, which placed the Company in the 65th percentile of companies in the S&P 500 Index. These shares settled in February 2023.

  36. Role of Compensation Committee

    Role of Compensation Committee The Compensation Committee establishes the Company’s compensation philosophy, structures the Company’s compensation programs to be consistent with that philosophy, and approves each element of NEO compensation. In the case of the CEO, the Board reviews, ratifies and approves compensation recommendations made by the Compensation Committee. The Compensation Committee performs periodic reviews of executive pay tally sheets. The tally sheets outline each executive’s recent annual target and actual pay history, unvested equity holdings and termination payments under various scenarios. Data from the tally sheets is considered by the Compensation Committee when setting target total compensation. Generally, the Compensation Committee reviews and adjusts target total compensation levels annually. Actual total compensation may vary from target based on performance and changes in stock price over time. Generally, the amount of compensation realized historically, or potentially realizable in the future, from past equity awards does not directly impact the level at which future pay opportunities are set. When granting equity awards, the Compensation Committee considers market data and Company and individual performance.

  37. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to retain and replace, as necessary, compensation consultants to provide it with independent advice. The Compensation Committee has engaged F.W. Cook as its independent consultant to advise it on executive and non-employee director compensation matters. This selection was made without the input or influence of management. Under the terms of its agreement with the Compensation Committee, F.W. Cook will not provide any other services to the Company, unless directed to do so by the Compensation Committee. During fiscal year 2023, F.W. Cook provided no services to the Company other than to advise the Compensation Committee on executive and non-employee director compensation issues. In its review, the Compensation Committee did not identify any conflicts of interest raised by the work F.W. Cook performed in fiscal year 2023, nor any business or personal relationships that would impair F.W. Cook’s independence.

  38. Setting Individual Executive Pay

    | • | Value to IDEX; short-and long-term |

  39. Setting Individual Executive Pay

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

  40. Setting Individual Executive Pay

    The Compensation Committee reviews pay data from two primary sources (third party surveys and peer company data) as one input in determining appropriate target compensation levels. The Compensation Committee utilizes the expertise of its independent compensation consultant, F.W. Cook, in developing compensation recommendations for the NEOs, including the CEO. The Compensation Committee believes that to attract and retain qualified management, total direct compensation should be competitively targeted within a range that includes the market median for comparable positions at comparable companies, with market compensation data being only one of many factors considered by the Compensation Committee when setting the compensation levels for any particular executive. While an individual executive’s target compensation is positioned within the competitive range based on the individual factors listed above, actual compensation in any given year should and does vary from target based on Company and individual performance as well as other considerations, such as tenure within role. The Compensation Committee undertook a review and analysis to evaluate whether the 2023 executive compensation programs appropriately reflected the market for talent. The Compensation Committee considered relevant market pay practices to strengthen the Company’s ability to recruit and retain high performing talent across its diversified markets and global footprint. Three surveys and a peer group analysis were utilized for the 2023 executive compensation market analysis for the NEOs.

  41. Peer Companies

    Peer Companies The peer group of companies identified below consists of companies that are similar to the Company in terms of their size (i.e., revenue, and market capitalization), diversified industry profile (ranging from customized manufacturing solutions to emerging markets in highly specialized health science technology), investment in research and development and global presence. In addition, the peer companies have executive officer positions that are comparable to the Company’s in terms of breadth, complexity and scope of responsibilities. F.W. Cook reviewed the composition of the peer group used to benchmark pay in 2022 with the Compensation Committee. Based on that review, for 2023 the Compensation Committee removed SPX Flow, Inc., as it had been acquired. The following peer group was used to evaluate 2023 executive compensation decisions:

  42. Peer Companies

    | Agilent Technologies, Inc. | Lincoln Electric Holdings, Inc. | | AMETEK, Inc. | Mettler-Toledo International Inc. | | Bruker Corporation | Nordson Corporation | | Crane Co. | Pentair Ltd. | | Donaldson Company, Inc. | Revvity, Inc. | | Dover Corporation | Roper Technologies, Inc. | | Flowserve Corporation | Waters Corporation | | Graco Inc. | Watts Water Technologies, Inc. | | Ingersoll Rand Inc. | Woodward, Inc. | | ITT Corporation | Xylem Inc. |

  43. Peer Companies

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

  44. Peer Companies

    | Position(s) | Survey Weighting | Peer Group Weighting | Rationale | | Chief Executive Officer; and Senior Vice President and Chief Financial Officer | 20% | 80% | Positions are required to be represented in all of the proxy peer group companies; closest representation of the corporate profile; balance of peer and survey data. | | Senior Vice President and Group Executive; and Senior Vice President, General Counsel and Corporate Secretary | 70% | 30% | Limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data. | | Senior Vice President and Chief Human Resources Officer; and Senior Vice President, Strategy and Corporate Development | 100% | 0% | Very limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data. |

  45. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Each of the continuing NEOs is entitled to severance benefits under the terms of written agreements in the event that their employment is actually or constructively terminated without cause. The amount of the benefit, which varies with the individual, depends on whether or not the termination is in connection with a change in control. The level of each NEO’s severance benefits reflects the Company’s perception of the market for their positions at the time the agreements were put in place. For additional information regarding the Company’s severance and change in control arrangements, including the amounts payable to Mr. Uleman in connection with his departure, see the section below entitled “Potential Payments upon Termination or Change in Control.”

  46. Ms. Lausas’ Compensation

    Ms. Lausas’ Compensation Due to the temporary nature of her role, Ms. Lausas did not receive any compensation adjustments to her annual compensation amounts when she assumed the role of interim Chief Financial Officer. Ms. Lausas’ 2023 total direct compensation consisted of an annual base salary of $407,500, an annual cash incentive target of $203,750, and a long-term incentive target of $200,000. In recognition of her dual role as interim Chief Financial Officer and Chief Accounting Officer, Ms. Lausas received a one-time equity award of restricted shares, which are scheduled to cliff vest three years after the grant date subject to Ms. Lausas’ continued service with the Company, with a grant-date value of $500,000.

  47. Stock Grant Practices

    Stock Grant Practices For our stock option awards, the exercise price of the stock option award will be the closing price of Common Stock on the NYSE on the date of the grant. If the grant date for the annual awards falls on a weekend, the exercise price of stock option awards will be the closing price of Common Stock on the NYSE on the last trading day preceding the date of grant.

  48. Clawbacks

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

  49. Clawbacks

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

  50. Risk Assessment

    | • | the balance between annual cash and long-term, stock-based performance opportunities; |

  51. Risk Assessment

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

  52. Risk Assessment

    | • | caps on the maximum payout for cash incentives; |

  53. Risk Assessment

    | • | stock ownership requirements for executives that encourage a long-term focus on performance; |

  54. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below and related footnotes summarize the total compensation earned or paid in 2023, and, to the extent required by SEC disclosure rules, 2022 and 2021 for each individual who served as the Company’s CEO or CFO, each of the three most highly compensated executive officers other than individuals serving as CEO or CFO and one former executive officer. All amounts are paid in US Dollars, except for Mr. Uleman’s Salary, Non-Equity Incentive Plan Compensation and All Other Compensation, which were paid in Euros, as described further below.

  55. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (3) | Stock Awards ($) (4) | Option Awards ($) (5) | Non-Equity Incentive Plan Compensation ($) (6) | All Other Compensation ($) (7) | Total ($) | | Eric D. Ashleman, Chief Executive Officer and President | 2023 2022 2021 | 992,308 948,462 900,000 | | 3,243,595 2,548,123 2,323,931 | 2,374,761 2,050,207 1,850,104 | 828,000 1,668,480 1,467,000 | 320,212 279,955 178,737 | 7,758,876 7,495,227 6,719,772 | | Abhishek Khandelwal, Senior Vice President and Chief Financial Officer(1) | 2023 | 55,288 | 300,000 | 1,000,129 | 1,000,253 | 0 | 5,671 | 2,361,341 | | Lisa M. Anderson, Senior Vice President, General Counsel and Corporate Secretary | 2023 2022 | 433,269 387,434 | | 375,980 311,176 | 275,075 250,071 | 190,080 364,655 | 101,570 74,598 | 1,375,974 1,387,934 | | Roopa Unnikrishnan, Senior Vice President, Strategy and Corporate Development Executive(2) | 2023 | 420,192 | | 392,930 | 287,537 | 183,600 | 88,739 | 1,372,998 | | Melissa S. Flores, Senior Vice President and Chief Human Resources Officer | 2023 2022 2021 | 420,192 395,192 366,442 | | 342,080 280,646 204,179 | 250,151 225,147 162,615 | 183,600 379,200 353,771 | 99,427 94,598 61,574 | 1,295,450 1,374,783 1,148,581 | | Allison S. Lausas, Vice President, Chief Accounting Officer(1) | 2023 | 403,769 | | 672,046 | 125,227 | 146,700 | 55,636 | 1,403,378 | | William K. Grogan, Former Senior Vice President and Chief Financial Officer(1) | 2023 2022 2021 | 439,038 570,192 546,250 | | 1,024,699 839,589 847,653 | 750,149 675,025 675,150 | 0 681,375 672,375 | 132,911 146,530 111,780 | 2,346,797 2,912,711 2,853,208 | | Marc Uleman, Former Senior Vice President and Group Executive(2) | 2023 2022 | 558,731 443,581 | | 473,056 317,048 | 346,199 254,848 | 303,657 531,385 | 1,103,748 101,851 | 2,785,391 1,648,713 |

  56. 2023 Summary Compensation Table

    | (1) Mr. Khandelwal commenced employment with the Company on November 20, 2023. Ms. Lausas served as interim Chief Financial Officer from September 15, 2023 through November 19, 2023. Mr. Grogan served as the Company’s Senior Vice President and Chief Financial Officer through September 14, 2023. |

  57. 2023 Summary Compensation Table

    | (2) Mr. Uleman ceased serving as Senior Vice President, Group Executive, Health & Science Technologies on September 11, 2023 and remained an advisor to the Company through December 31, 2023. Mr. Uleman’s Salary, Non-Equity Incentive Plan Compensation and All Other Compensation are paid in Euros and converted to US Dollars at a rate of EUR 1.00 to USD 1.0814, the average exchange rate in 2023. |

  58. 2023 Summary Compensation Table

    | (3) Mr. Khandelwal received a cash sign-on award of $300,000 upon his appointment as Senior Vice President and Chief Financial Officer, which is subject to repayment if he leaves the Company or is terminated for cause prior to the 12-month anniversary of his start date. |

  59. 2023 Summary Compensation Table

    | (4) Reflects the aggregate grant date fair value of restricted shares and PSUs for the year indicated in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of those awards granted in 2023, see note 15 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. For PSUs granted in 2023, the grant date fair value is based on the probable outcome of the related performance conditions which reflects the |

  60. 2023 Summary Compensation Table

    | target level of performance. The grant date fair value of the PSUs granted in 2023 based on the maximum level of performance is as follows: Mr. Ashleman, $8,108,986; Ms. Anderson, $939,949; Ms. Unnikrishnan, $982,324; Ms. Flores, $855,200; Ms. Lausas, $427,600; Mr. Grogan, $2,561,746; and Mr. Uleman, $1,182,641. Mr. Grogan forfeited his 2023 PSU grant when he resigned from the Company effective September 15, 2023. Mr. Khandelwal did not receive a grant in PSUs in 2023. All shares of restricted stock are eligible for dividend payments when paid on Common Stock and, with respect to PSUs, cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period. |

  61. 2023 Summary Compensation Table

    | (5) Reflects the aggregate grant date fair value of stock options for the year indicated in accordance with FASB ASC Topic 718. For a discussion of assumptions made in the valuation of stock options granted in 2023, see note 15 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Mr. Grogan forfeited his 2023 stock option grant when he resigned from the Company effective September 15, 2023. |

  62. 2023 Summary Compensation Table

    | (6) Reflects the annual cash bonus under the MICP. Mr. Grogan forfeited his bonus under the MICP when he resigned from the Company effective September 15, 2023. Mr. Khandelwal did not receive a bonus under the MICP in 2023. |

  63. 2023 Summary Compensation Table

    | (7) Consists of the following for 2023: |

  64. 2023 Summary Compensation Table

    | Name | Company Contributions to the IDEX Corporation Savings Plan, and Accrued SERP Benefits ($) | Automotive, Supplemental Disability ($) (b) | Other Payments ($) (c) | Total ($) | | Eric D. Ashleman | 290,472 | 29,740 | | 320,212 | | Abhishek Khandelwal | 3,594 | 2,077 | | 5,671 | | Lisa M. Anderson | 79,793 | 21,777 | | 101,570 | | Roopa Unnikrishnan | 68,732 | 20,007 | | 88,739 | | Melissa Flores | 79,940 | 19,487 | | 99,427 | | Allison S. Lausas | 55,636 | | | 55,636 | | William K. Grogan | 117,644 | 15,267 | | 132,911 | | Marc Uleman(a) | 39,577 | 15,721 | 1,048,450 | 1,103,748 |

  65. 2023 Summary Compensation Table

    | (a) Represents the annual contribution of €19,552 for Company-sponsored retirement benefits provided through an industry-wide, multiemployer plan plus €17,046 contributed to Mr. Uleman’s supplemental plan both converted to US Dollars at a rate of EUR 1.00 to USD 1.0814, the average exchange rate in 2023. |

  66. 2023 Summary Compensation Table

    | (b) Consists of automotive and fuel allowance and supplemental disability premiums. |

  67. 2023 Summary Compensation Table

    | (c) Represents cash payments for Mr. Uleman of €910,000 for severance payment, €17,919 per year, to offset the loss of benefit due to the cap on salary for retirement benefit purposes, and vacation pay of €41,600, converted to US Dollars at a rate of EUR 1.00 to USD 1.0814, the average exchange rate in 2023. For further information on Mr. Uleman’s severance payment please see Potential Payments upon Termination or Change in Control below. |

  68. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information on plan-based awards for all NEOs for 2023.

  69. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) (4) | Grant Date Fair Value of Stock and Option Awards ($) (5) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Eric D. Ashleman | 01/01/2023 | 57,500 | 1,150,000 | 2,300,000 | | | | | | | | | | 02/23/2023 | | | | 3,508 | 10,525 | 26,313 | | | | 3,243,595 | | | 02/23/2023 | | | | | | | | 39,065 | 225.69 | 2,374,761 | | Abhishek Khandelwal | 11/20/2023 | | | | | | | 5,110 | | | 1,000,129 | | | 11/20/2023 | | | | | | | | 19,295 | 195.72 | 1,000,253 | | Lisa M. Anderson | 01/01/2023 | 13,200 | 264,000 | 528,000 | | | | | | | | | | 02/23/2023 | | | | 407 | 1,220 | 3,050 | | | | 375,980 | | | 02/23/2023 | | | | | | | | 4,525 | 225.69 | 275,075 | | Roopa Unnikrishnan | 01/01/2023 | 12,750 | 255,000 | 510,00 | | | | | | | | | | 02/23/2023 | | | | 425 | 1,275 | 3,188 | | | | 392,930 | | | 02/23/2023 | | | | | | | | 4,730 | 225.69 | 287,537 | | Melissa S. Flores | 01/01/2023 | 12,750 | 255,000 | 510,00 | | | | | | | | | | 02/23/2023 | | | | 370 | 1,110 | 2,775 | | | | 342,080 | | | 02/23/2023 | | | | | | | | 4,115 | 225.69 | 250,151 | | Allison S. Lausas | 01/01/2023 | 10,188 | 203,750 | 407,500 | | | | | | | | | | 02/23/2023 | | | | 185 | 555 | 1,388 | | | | 171,040 | | | 02/23/2023 | | | | | | | | 2,060 | 225.69 | 125,227 | | | 08/29/2023 | | | | | | | 2,220 | | | 501,006 | | William K. Grogan | 01/01/2023 | 24,400 | 488,000 | 976,000 | | | | | | | | | | 02/23/2023 | | | | 1,108 | 3,325 | 8,313 | | | | 1,024,699 | | | 02/23/2023 | | | | | | | | 12,340 | 225.69 | 750,149 | | Marc Uleman | 01/01/2023 | 21,087 | 421,746 | 843,492 | | | | | | | | | | 02/23/2023 | | | | 512 | 1,535 | 3,838 | | | | 473,056 | | | 02/23/2023 | | | | | | | | 5,695 | 225.69 | 346,199 |

  70. 2023 Grants of Plan-Based Awards

    | (1) Amounts reflect payment levels under the MICP at a percentage of base salary for each executive and a Business Performance Factor of 0% for below threshold, 100% for target and 200% for maximum. See “Short-Term Incentives” under “Compensation Discussion and Analysis — 2023 Executive Compensation Program.” The amounts actually earned by the NEOs are reflected in the Non-Equity Incentive Plan Compensation column in the 2023 Summary Compensation Table. Mr. Uleman’s target bonus is denominated in Euros and converted to US Dollars at a rate of EUR 1.00 to USD 1.0814, the average exchange rate in 2023. In connection with his resignation, Mr. Grogan forfeited his 2023 MICP. |

  71. 2023 Grants of Plan-Based Awards

    | (2) Reflects the range of the number of shares of Common Stock that could be issued pertaining to the PSUs awarded in 2023 under the Incentive Award Plan (IAP). The target number of PSUs is used to determine the grant date fair value for this award. |

  72. 2023 Grants of Plan-Based Awards

    | (3) Reflects the number of shares of restricted stock awarded in 2023 under the IAP. |

  73. 2023 Grants of Plan-Based Awards

    | (4) Reflects closing price of Common Stock on the grant date, which is the fair market value of the stock under the terms of the IAP. |

  74. 2023 Grants of Plan-Based Awards

    | (5) Represents the grant date fair value of restricted stock awards, PSUs and stock options granted under the IAP to each NEO in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of those awards, see note 15 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. For PSUs, the grant date fair value is based on the probable outcome of the related performance conditions which reflects the target level of performance. The grant date fair value of the PSUs granted in 2023 based on the maximum level of performance is as follows: Mr. Ashleman, $8,108,986; Ms. Anderson, $939,949; Ms. Unnikrishnan, $982,324; Ms. Flores, $855,200; Ms. Lausas, $427,600; Mr. Grogan, $2,561,746; and Mr. Uleman, $1,182,641. Mr. Grogan forfeited his 2023 PSU grant when he resigned from the Company effective September 15, 2023. Mr. Khandelwal did not receive a grant in PSUs in 2023. All shares of restricted stock are eligible for dividend payments when dividend payments are paid on Common Stock and, with respect to PSUs, cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period. For stock options, the actual value a NEO realizes from the stock option will depend on the difference between the market price of the underlying share at exercise and the exercise price of the stock option established at the time of the grant. |

  75. Narrative to 2023 Grants of Plan-Based Awards Table

    Narrative to 2023 Grants of Plan-Based Awards Table Stock options awarded to the NEOs in 2023 had the following characteristics:

  76. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | all are nonqualified stock options; |

  77. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | all have an exercise price equal to the closing price of Common Stock on the grant date; |

  78. Narrative to 2023 Grants of Plan-Based Awards Table

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

  79. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | all shares vest upon retirement if retirement eligible (defined as at least age 50, with a minimum of five years of service, and the NEO’s age plus years of service equals 70); and |

  80. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | all expire 10 years after the date of grant. |

  81. Narrative to 2023 Grants of Plan-Based Awards Table

    PSUs awarded to the NEOs in 2023 had the following characteristics:

  82. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | all have an approximate three-year performance period with vesting based on relative TSR and the NEO’s continued service; |

  83. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | all shares vest upon retirement if the NEO is retirement eligible (defined as at least age 50, with a minimum of five years of service, and the NEO’s age plus years of service equals 70); but are paid out only based on the Company’s actual TSR as compared to the companies in the S&P 500 Index determined as of the last day of the performance period; |

  84. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period; and |

  85. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | shares delivered upon vesting are subject to a one-year holding requirement. |

  86. Narrative to 2023 Grants of Plan-Based Awards Table

    Restricted stock awarded to the NEOs in 2023 had the following characteristics:

  87. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | all shares cliff-vest three years after the grant date based on continued service; |

  88. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | all shares vest upon retirement if retirement eligible (defined as at least age 50, with a minimum of five years of service, and the NEO’s age plus years of service equals 70); and |

  89. Narrative to 2023 Grants of Plan-Based Awards Table

    | • | all shares receive dividend payments in the same amount as dividends are paid on Common Stock as the time such dividends are paid. |

  90. Outstanding Equity Awards at 2023 Fiscal Year End

    Outstanding Equity Awards at 2023 Fiscal Year End The following table provides information on all PSU, restricted stock and stock option awards held by the NEOs as of December 31, 2023.

  91. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Stock that Have Not Vested (#)(2) | Market Value of Shares of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | Name | Exercisable (#) (1) | Unexercisable (#) (1) | | | | | | | | Eric D. Ashleman | 15,385 18,710 20,615 19,118 23,978 12,339 | - - 6,372 23,977 37,016 39,065 | 93.27 138.12 144.85 173.35 197.11 188.99 225.69 | 02/22/2027 02/22/2028 03/01/2029 02/21/2030 02/25/2031 02/24/2032 02/23/2033 | - | - | 19,350 | 4,201,079 | | Abhishek Khandelwal | | 19,295 | 195.72 | 11/20/2033 | 5,110 | 1,109,432 | | | | Lisa M. Anderson | 385 825 935 1,155 1,038 1,505 | - - 385 1,037 4,515 4,525 | 93.27 138.12 144.85 173.35 197.11 188.99 225.69 | 02/22/2027 02/22/2028 03/01/2029 02/21/2030 02/25/2031 02/24/2032 02/23/2033 | | | 1,944 | 422,062 | | Roopa Unnikrishnan | 1,146 | 3,439 4,730 | 198.47 225.69 | 03/21/2032 02/23/2033 | | | 1,303 | 282,894 | | Melissa S. Flores | 820 1,565 1,065 865 1,166 2,108 1,355 | - - 389 2,107 4,065 4,115 | 74.74 93.27 138.12 144.85 173.35 197.11 188.99 225.69 | 02/19/2026 02/22/2027 02/22/2028 03/01/2029 02/21/2030 02/25/2031 02/24/2032 02/23/2033 | | | 2,013 | 437,042 | | Allison S. Lausas | 2,540 603 | 2,540 1,807 2,060 | 226.43 188.99 225.69 | 08/25/2031 02/24/2032 02/23/2033 | 3,195 | 693,666 | 684 | 148,503 | | Marc Uleman | 1,075 3,220 4,675 5,018 3,265 1,534 | - - 1,672 3,265 4,601 5,695 | 93.27 138.12 144.85 173.35 197.11 188.99 225.69 | 02/22/2027 02/22/2028 03/01/2029 02/21/2030 02/25/2031 02/24/2032 02/23/2033 | - | - | 2,472 | 536,696 |

  92. Outstanding Equity Awards at 2023 Fiscal Year End

    | (1) All options expire on the 10th anniversary of the grant date and vest 25% per year on the anniversary of the grant date. As discussed in “Potential Payments upon Termination or Change in Control”, all stock options vest 100% upon a qualifying termination of employment following a change in control. |

  93. Outstanding Equity Awards at 2023 Fiscal Year End

    | (2) The following table sets forth grant and vesting information for the outstanding restricted stock awards for Mr. Khandelwal and Ms. Lausas, the only NEOs who hold outstanding restricted stock awards. The award will vest 100% upon a qualifying termination of employment following a change in control. |

  94. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Grant Date | # Shares | 100% Vesting | | Abhishek Khandelwal | 11/20/2023 | 5,110 | 11/20/2026 | | Allison S. Lausas | 08/25/2021 08/29/2023 | 995 2,200 | 08/25/2024 08/29/2026 |

  95. Outstanding Equity Awards at 2023 Fiscal Year End

    | (3) Determined based on the closing price of the Company’s Common Stock on December 29, 2023, of $217.11. |

  96. Outstanding Equity Awards at 2023 Fiscal Year End

    | (4) Represents the number and value of outstanding PSU awards based on performance as of December 31, 2023, as set forth in the following table. Actual number of shares delivered upon vesting will be based on performance through January 31, 2024, for the PSU award granted in 2021; performance through January 31, 2025, for the PSU award granted in 2022; and performance through January 31, 2026, for the PSU award granted in 2023. The 2021 PSU awards are disclosed at 57% of the target; the 2022 PSU awards are disclosed at 129% of the target; and the 2023 PSU awards are disclosed at 0% of the target, all based on performance through December 31, 2023, and at a closing price of $217.11 on December 29, 2023. |

  97. Outstanding Equity Awards at 2023 Fiscal Year End

    | | Grant Date | Number of PSUs at Target (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Vesting | | Eric D. Ashleman | 02/25/2021 | 9,390 | 1,162,190 | Award vests on 01/31/2024 | | | 02/24/2022 | 10,850 | 3,038,889 | Award vests on 01/31/2025 | | | 02/23/2023 | 10,525 | 0 | Award vests on 01/31/2026 | | Lisa M. Anderson | 02/25/2021 | 410 | 50,804 | Award vests on 01/31/2024 | | | 02/24/2022 | 1,325 | 371,258 | Award vests on 01/31/2025 | | | 02/23/2023 | 1,220 | 0 | Award vests on 01/31/2026 | | Roopa Unnikrishnan | 02/24/2022 | 1,010 | 282,894 | Award vests on 01/31/2025 | | | 02/23/2023 | 1,275 | 0 | Award vests on 01/31/2026 | | Melissa S. Flores | 02/25/2021 | 825 | 102,259 | Award vests on 01/31/2024 | | | 02/24/2022 | 1,195 | 334,784 | Award vests on 01/31/2025 | | | 02/23/2023 | 1,110 | 0 | Award vests on 01/31/2026 | | Allison S. Lausas | 02/24/2022 | 530 | 148,503 | Award vests on 01/31/2025 | | | 02/23/2023 | 555 | 0 | Award vests on 01/31/2026 | | Marc Uleman | 02/25/2021 | 1,280 | 158,490 | Award vests on 01/31/2024 | | | 02/24/2022 | 1,350 | 378,206 | Award vests on 01/31/2025 | | | 02/23/2023 | 1,535 | 0 | Award vests on 01/31/2026 |

  98. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information on stock option exercises and stock vesting for all NEOs in 2023.

  99. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Eric D. Ashleman | | | 8,737 | 2,018,247 | | Lisa M. Anderson | | | 833 | 192,423 | | Melissa S. Flores | - | - | 847 | 195,657 | | William K. Grogan | 101,539 | 7,614,858 | 5,995 | 1,384,845 | | Marc Uleman | - | - | 2,293 | 529,683 |

  100. 2023 Option Exercises and Stock Vested

    | (1) Calculated based on the difference between the closing price of Common Stock on the date of exercise and the exercise price. |

  101. 2023 Option Exercises and Stock Vested

    | (2) Calculated based on the closing price of Common Stock on the release date. For 2020 PSUs vesting on January 31, 2023, after the end of the performance period with a release price of $231.00 and a multiplier of 173% due to IDEX’s TSR performance at the 65th percentile as compared to companies in the S&P 500 Index, Mr. Ashleman had 8,737 shares vest, Ms. Anderson had 528 shares vest, Ms. Flores had 537 shares vest, Mr. Grogan had 5,995 shares vest and Mr. Uleman had 2,293 shares vest. For restricted shares vesting on February 21, 2023, Ms. Anderson had 305 shares vest and Ms. Flores had 310 shares vest. |

  102. Nonqualified Deferred Compensation at 2023 Fiscal Year End

    Nonqualified Deferred Compensation at 2023 Fiscal Year End The Supplemental Executive Retirement and Deferred Compensation Plan (SERP) is an unfunded, nonqualified plan designed to provide supplemental executive retirement benefits. The following table provides information related to the benefits payable to each NEO under the defined contribution portion of the SERP, which is the Company’s only defined contribution nonqualified deferred compensation plan:

  103. Nonqualified Deferred Compensation at 2023 Fiscal Year End

    | Name (1) | Executive Contributions in Last Fiscal Year ($) (2) | Registrant Contributions in Last Fiscal Year ($) (3) | Aggregate Earnings in Last Fiscal Year ($) (4) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) (5) | | Eric D. Ashleman | - | 264,937 | 287,597 | 10,867 | 1,925,348 | | Abhishek Khandelwal | - | 885 | 0 | 0 | 885 | | Lisa M. Anderson | - | 55,343 | 1,713 | 1,684 | 131,469 | | Roopa Unnikrishnan | | 47,282 | 560 | | 51,269 | | Melissa Flores | | 55,490 | 2,102 | 1,702 | 156,503 | | Allison Lausas | | 32,380 | 524 | | 46,227 | | William K. Grogan | - | 91,544 | 131,737 | 4,320 | 757,975 |

  104. Nonqualified Deferred Compensation at 2023 Fiscal Year End

    | (1) Mr. Uleman is located in The Netherlands and was not eligible for the SERP. |

  105. Nonqualified Deferred Compensation at 2023 Fiscal Year End

    | (2) None of the NEOs contributed to the SERP in 2023. |

  106. Nonqualified Deferred Compensation at 2023 Fiscal Year End

    | (3) Amounts are reflected in All Other Compensation column of the “2023 Summary Compensation Table.” |

  107. Nonqualified Deferred Compensation at 2023 Fiscal Year End

    | (4) None of the amounts reported in this column are reported in the “2023 Summary Compensation Table” because the Company does not pay guaranteed, above-market or preferential earnings on deferred compensation under the SERP. |

  108. Nonqualified Deferred Compensation at 2023 Fiscal Year End

    | (5) The following amounts have been previously reported as “All Other Compensation” in the Summary Compensation Table for prior years: Mr. Ashleman, $954,976; Ms. Anderson, $34,725, Ms. Flores, $23,609, and Mr. Grogan, $447,811. |

  109. Potential Payments upon Termination or

    Potential Payments upon Termination or

  110. CEO and Median Employee Pay Ratio

    CEO and Median Employee Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of our CEO. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies. Given the leverage of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on the Company’s performance against the pre-established performance goals. We believe our executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance stockholder value. We are committed to providing market-competitive compensation and to internal pay equity.

  111. Pay Ratio

    Pay Ratio After identifying the median employee based on actual cash compensation, we calculated annual total compensation for such employee consistent with the same methodology we use for our NEOs as set forth in the 2023 Summary Compensation Table. The annual total compensation of the CEO is $7,758,876 The median of the annual total compensation of all employees, except the CEO is $67,128. The pay ratio is 116:1.

  112. Pay Versus Performance

    Pay Versus Performance The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our NEOs, as calculated in accordance with SEC disclosure rules:

  113. Pay Versus Performance

    | | Summary Compensation Table Total for Eric D. Ashleman (PEO) ($)(2) | Compensation Actually Paid to Eric D. Ashleman (PEO) ($)(3) | Summary Compensation Table Total for Andrew K. Silvernail (PEO) ($)(2) | Compensation Actually Paid to Andrew K. Silvernail (PEO) ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of Initial Fixed $100 Investment Based On: (4) | | Net Income ($000,000) | Adjusted EBITDA ($000,000) (6) | | Year (1) | | | | | | | TSR ($) | Peer Group TSR ($)(5) | | | | 2023 | 7,758,876 | 2,066,071 | N/A | N/A | 1,848,761 | 655,908 | 132 | 174 | 596.1 | 899.6 | | 2022 | 7,495,227 | 11,439,171 | N/A | N/A | 2,396,496 | 2,058,991 | 137 | 132 | 586.9 | 884.2 | | 2021 | 6,719,772 | 9,849,418 | N/A | N/A | 1,743,998 | 2,463,917 | 140 | 150 | 449.4 | 765.4 | | 2020 | 3,407,839 | 5,952,238 | 8,890,861 | (14,813,422) | 1,709,129 | 2,782,284 | 117 | 116 | 377.8 | 622.9 |

  114. Pay Versus Performance

    | (1) The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows: |

  115. Pay Versus Performance

    | • | 2023: Mr. Ashleman served as the PEO for the entirety of 2023. The Company’s other NEOs for 2023 were: Abhishek Khandelwal, Lisa M. Anderson, Roopa Unnikrishnan, Melissa S. Flores, Allison S. Lausas, William K. Grogan; and Marc Uleman. |

  116. Pay Versus Performance

    | • | 2022: Mr. Ashleman served as the PEO for the entirety of 2022. The Company’s other NEOs for 2022 were: William K. Grogan; Melissa Aquino; Marc Uleman; and Lisa M. Anderson. |

  117. Pay Versus Performance

    | • | 2021: Mr. Ashleman served as the PEO for the entirety of 2021. The Company’s other NEOs for 2021 were: William K. Grogan; Denise R. Cade; Melissa S. Flores; Daniel J. Salliotte; and Michael J. Yates. |

  118. Pay Versus Performance

    | • | 2020: Mr. Ashleman was appointed PEO effective December 15, 2020, and Mr. Silvernail served as PEO prior to Mr. Ashleman’s appointment. The Company’s other NEOs for 2020 were: William K. Grogan; Denise R. Cade; Jeffrey D. Bucklew; and Daniel J. Salliotte. |

  119. Pay Versus Performance

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in which the NEO served as PEO in the case of Messrs. Ashleman and Silvernail and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s other NEOs reported for the applicable year. |

  120. Pay Versus Performance

    | (3) To calculate the compensation actually paid (“CAP”), adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Messrs. Ashleman and Silvernail and for the average of the other NEOs is set forth following the footnotes to this table. |

  121. Pay Versus Performance

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance. |

  122. Pay Versus Performance

    | (5) The TSR Peer Group consists of the S&P 400 Midcap Industrials Sector Index, an independently prepared index (and which is used for the Company’s stock performance chart in the Annual Report on Form 10-K for the year ended December 31, 2023). |

  123. Pay Versus Performance

    | (6) As noted in “Compensation Discussion and Analysis,” the Compensation Committee selected Adjusted EBITDA as a key metric for evaluating and rewarding management’s performance in the 2023 incentive program design. This measure is used to determine the payout of 40% of the 2023 MICP awards. Adjusted EBITDA is a non-GAAP financial measure and is calculated based on the Company’s earnings before interest, taxes, depreciation and amortization, adjusted to exclude the impact of acquisitions and divestitures and actual capital expenditures. A reconciliation from GAAP to non-GAAP financial measures and other related information is included in Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |

  124. Pay Versus Performance

    The following tables sets forth the detailed calculation from SCT Total to Compensation Actually Paid for the PEOs and NEOs:

  125. Pay Versus Performance

    | | Eric D. Ashleman | | | | | Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | | Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | | Fiscal Year | 2020 | 2021 | 2022 | 2023 | | SCT Total | $3,407,839 | $6,719,772 | $7,495,227 | $7,758,876 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($2,006,979) | ($4,174,035) | ($4,598,330) | ($5,618,356) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $2,659,808 | $6,194,944 | $8,424,336 | $4,453,992 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,362,544 | $1,050,803 | $865,977 | ($4,529,994) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $443,050 | $21,243 | ($916,830) | ($93,950) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | $0 | | + Value of Dividends Earned on Stock Awards in the Covered Fiscal Year, Prior to Vesting | $85,976 | $36,691 | $168,791 | $95,503 | | Compensation Actually Paid | $5,952,238 | $9,849,418 | $11,439,171 | $2,066,071 |

  126. Pay Versus Performance

    | | Andrew K. Silvernail | | Prior FYE | 12/31/2019 | | Current FYE | 12/31/2020 | | Fiscal Year | 2020 | | SCT Total | $8,890,861 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($6,277,937) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $0 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ($295,496) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($17,130,850) | | + Value of Dividends Earned on Stock Awards in the Covered Fiscal Year, Prior to Vesting | $0 | | Compensation Actually Paid | ($14,813,422) |

  127. Pay Versus Performance

    | | Non-PEO NEOs | | | | | Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | | Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | | Fiscal Year | 2020 | 2021 | 2022 | 2023 | | SCT Total | $1,709,129 | $1,743,998 | $2,396,496 | $1,848,761 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($853,306) | ($727,995) | ($1,537,000) | ($1,045,073) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,130,856 | $1,080,430 | $1,212,682 | $763,785 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $548,525 | $359,737 | $166,194 | ($242,297) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | $0 | $0 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $225,012 | ($2,016) | ($209,489) | ($10,109) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | $0 | ($665,779) | | + Value of Dividends Earned on Stock Awards in the Covered Fiscal Year, Prior to Vesting | $22,068 | $9,763 | $30,108 | $6,620 | | Compensation Actually Paid | $2,782,284 | $2,463,917 | $2,058,991 | $655,908 |

  128. Outstanding Equity Awards

    Outstanding Equity Awards As of March 12, 2024, there were approximately 197,476 full value awards (that is, awards other than stock options, stock appreciation rights, or any other awards for which a participant pays the intrinsic value existing as of the date of grant (a Full Value Award), and with performance-based awards counted assuming the maximum vesting level) issued and outstanding and approximately 1,103,818 stock options outstanding under the Prior Plan. As of that date, the weighted average exercise price of our outstanding stock options was $189.95, and the weighted average remaining contractual term for the outstanding stock options was 7.14 years. As noted above, as of March 12, 2024, 1,373,630 shares of Common Stock remained available for issuance under the Prior Plan.

  129. Certain Features of the 2024 Plan

    | • | Annual non-employee director compensation limit, which cannot be amended without stockholder approval; and |

  130. Non-Employee Director Compensation Limit

    Non-Employee Director Compensation Limit Under the terms of the 2024 Plan, the aggregate value of cash compensation and the grant date fair value of shares of Common Stock that may be awarded or granted during any fiscal year of the Company to any non-employee director will not exceed $750,000, increased to $1,000,000 with respect to any non-employee director serving as the non-executive chair of the Board or the lead independent director of the Board. The non-employee director compensation limit under the 2024 Plan will not apply to distributions of previously deferred compensation under a deferred compensation plan maintained by the Company or compensation received by the director in his or her capacity as an executive officer or employee of the Company.