DEF 14A of Idex Corp /De/
Filed Mar 26, 2025 · FY20240001193125-25-063089
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 twelve members, five of whom are Class III directors whose terms will expire at this year’s Annual Meeting, four of whom are Class I directors whose terms will expire at the Annual Meeting to be held in 2026, and three of whom are Class II directors whose terms will expire at the Annual Meeting to be held in 2027. David C. Parry and Livingston L. Satterthwaite, currently Class III directors, are retiring from the Board immediately following this year’s Annual Meeting and will not stand for reelection at the Annual Meeting. The company is grateful to Messrs. Parry and Satterthwaite for their insight and many contributions during their Board service. The size of the Board will be reduced to ten members immediately following the Annual Meeting.
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. Eleven out of our twelve directors are independent, and, as of the date of this Proxy Statement, the average tenure of our director nominees and continuing directors is 4.6 years, and the average age of our director nominees and continuing directors is 57.7 years old. The matrix below illustrates the diverse set of skills, knowledge, experiences, backgrounds and personal attributes represented by our director nominees and continuing directors.
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 | Disher | Glastra | | 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 | x | | | International/global manufacturing | x | x | x | x | x | x | x | x | x | x | | M&A | x | 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 | x | | Other public company board experience | x | x | x | | x | | | x | x | x | | Sustainability 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 | 7.3 | 5.8 | 9.4 | 2.8 | 9.0 | 4.2 | 3.1 | 4.3 | .1 | .1 | | Demographic Information: | | | | | | | | | | | | Gender | | | | | | | | | | | | Male | x | x | | x | x | | | x | | x | | Female | | | x | | | x | x | | x | | | Age (Years Old) | 59 | 65 | 59 | 55 | 64 | 52 | 60 | 58 | 49 | 56 | | Nationality | | | | | | | | | | | | American | x | x | x | x | x | x | x | x | | x | | Australian | | | | | | | | | 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 | | | | | | | | | | |
Overview of IDEX Board of Directors
The Board has nominated three individuals for election as Class III directors to serve for a three-year term expiring at the Annual Meeting to be held in 2028. 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 III nominees of the Board are Eric D. Ashleman, Stephanie J. Disher and Matthijs Glastra, each of whom is currently serving as a director of the Company. Mr. Ashleman has been previously elected by our stockholders. Ms. Disher and Mr. Glastra were each recommended by a third-party search firm and were appointed to the Board effective February 21, 2025. The nominees and the other continuing 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.
Overview of IDEX Board of Directors
| Our Board of Directors recommends that you vote FOR the election of each of the 2025 Class III director nominees |
CLASS III DIRECTOR NOMINEES
CLASS III DIRECTOR NOMINEES 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. 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. He serves as a director of Modine Manufacturing Co. Ms. Disher has served as Chief Executive Officer of Atmus Filtration Technologies Inc., a leader in filtration and media solutions since May 2023. Prior to her current role, from November 2021 to May 2023, Ms. Disher was Vice President of Cummins Inc. and President of Cummins Filtration division for Cummins Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products. Prior to that, from December 2013 to November 2021, Ms. Disher served in various finance and operations roles of increasing responsibility with Cummins. Immediately prior to her relocation to the United States in 2020, Ms. Disher was the Managing Director for Cummins in the South Pacific region. Earlier in her career, Ms. Disher served in leadership positions in finance, operations, and human relations during her thirteen years with BP, p.l.c. Ms. Disher has strong global leadership experience having lived and worked in Australia, Asia and the United States. Ms. Disher’s experience as a chief executive officer of a public company, along with her extensive global leadership experience in finance and operations, led to the conclusion that she should serve on the Board of Directors. Ms. Disher received a bachelor of commerce degree from the University of Western Sydney, Australia and a master of business administration from the University of Melbourne, Australia. Mr. Glastra has served as Chief Executive Officer of Novanta Inc., a global leader in core technology solutions for advanced industrial and medical manufacturers, since September 2016, and was appointed Chair of Novanta’s board of directors in May 2021. He joined Novanta in 2012 as Group President and was appointed Novanta’s Chief Operating Officer in February 2015. Earlier in his career, from October 1994 to October 2012, Mr. Glastra held a wide range of leadership roles at Koninklijke Philips N.V., a global leader in healthcare, semiconductors and lighting, most recently as Chief Executive Officer of Philips’ Entertainment Lighting in 2012, after serving as Chief Operating Officer of Philips Lumileds since 2010. Prior to that, Mr. Glastra held multiple general manager and leadership positions at various Philips’ divisions, including the Healthcare division. Mr. Glastra’s experience as a public company chief executive officer and director, along with his significant international operations, innovation, M&A and strategic experience, led to the conclusion that he should serve on the Board of Directors. Mr. Glastra holds a master of science degree in applied physics from Delft University of Technology in the Netherlands, an advanced engineering degree from ESPCI in Paris, France, and a master of business administration from INSEAD in Fontainebleau, France.
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 provided by F.W. Cook is also used to evaluate the competitiveness of our director compensation program. Based on such review and in order to better align the Company’s director compensation program with the market data, for 2024, our Board approved an increase in the Annual Cash Retainer by $5,000 and increased the grant date fair value of the annual equity grant by $10,000. Our director compensation for 2024 is set forth below.
COMPENSATION OF DIRECTORS
| | 2024 | | Annual Cash Retainer | $95,000 | | 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) | $165,000 |
2024 Director Compensation
2024 Director Compensation The following table summarizes the total compensation earned in 2024 for the Company’s non-management directors. Mr. Ashleman receives no additional compensation for his service as a director and his compensation for serving as our Chief Executive Officer and President is included in the 2024 Summary Compensation Table.
2024 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Mark A. Beck | 110,000 | 165,000 | — | 275,000 | | Mark A. Buthman | 115,000 | 165,000 | — | 280,000 | | Carl R. Christenson | 110,000 | 165,000 | 10,000 | 285,000 | | Lakecia N. Gunter | 95,000 | 165,000 | 10,000 | 270,000 | | Katrina L. Helmkamp | 195,000 | 215,000 | 10,000 | 420,000 | | David C. Parry | 95,000 | 165,000 | 10,000 | 270,000 | | Alejandro Quiroz Centeno | 95,000 | 165,000 | 5,000 | 265,000 | | Livingston L. Satterthwaite | 95,000 | 165,000 | — | 260,000 | | Paris Watts-Stanfield | 95,000 | 165,000 | — | 260,000 |
2024 Director Compensation
| (1) Reflects the aggregate grant date fair value of the restricted stock units granted in 2024, determined in accordance with FASB ASC Topic 718 using the assumptions set forth in note 15 “Share-Based Compensation” to the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, assuming no forfeitures. As of December 31, 2024, each non-management director had outstanding the following number of restricted stock units, including vested restricted stock units subject to deferred settlement at the election of the director: Mr. Beck, 6,055; Mr. Buthman, 8,325; Mr. Christenson, 3,005; Ms. Gunter, 2,340; Ms. Helmkamp, 2,815; Mr. Parry, 2,340; Mr. Quiroz Centeno, 2,330; Mr. Satterthwaite, 10,050; and Ms. Watts-Stanfield, 2,495. |
2024 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. |
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. |
What We Do
| √ | Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who does not provide any services to management. |
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. |
What We Don’t Do
| × | Reprice Stock Options: Our long-term incentive plan prohibits the repricing of stock options and stock appreciation rights without prior stockholder approval. |
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. |
Performance Highlights and Impact on Incentive Compensation
Performance Highlights and Impact on Incentive Compensation Our executive compensation program has strong performance orientation with pay outcomes tied to financial results and the shareholder experience. We had a solid finish to close out 2024 as the teams delivered in an increasingly uncertain environment. While the Company made significant progress on strategic priorities to build IDEX to outperform throughout the entirety of a cycle, such as the acquisition of Mott Corporation, our largest acquisition to date, we also faced market headwinds that affected performance, resulting in below target payouts in the bonus and relative TSR PSUs, as indicated below:
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 2024: Approximately 87% of Mr. Ashleman’s 2024 total targeted pay was performance-based, and an average of approximately 69% of our other NEOs’ total targeted pay in 2024 was performance-based. The charts below show the allocation of 2024 targeted pay across base salary, short-term incentive awards, and long-term incentive awards for Mr. Ashleman and our other NEOs. In 2024, our long-term incentives continued to represent the single largest component of our CEO’s and other NEOs’ targeted pay, representing approximately 71% and 49% 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 2024 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.
2024 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 stock price appreciation. | Variable compensation based on stock value, with no value received if the stock price does not appreciate from 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 Index over a cumulative three-year period. |
2024 Target Total Direct Compensation
2024 Target Total Direct Compensation The Committee takes a holistic view to setting target compensation for the NEOs each year. The three elements described below, base salary, short- and long-term incentives, together comprise the target total direct compensation. Consistent with its pay strategy, the Committee reviews performance, tenure, and market data to determine any adjustments to target total direct compensation for each individual NEO. For Mr. Ashleman, the Committee made a market-based adjustment and increased his total target pay by 19.5%. This increase recognizes his 2023 performance and tenure, and aligns his target total direct compensation more closely with the market median. Ms. Anderson (15% target increase) and Ms. Flores (10% target increase) also received increases in target total direct compensation aligned with their performance, our compensation philosophy and to better position them versus the market median. Consistent with the Company’s long-standing compensation philosophy, a majority of the total target direct compensation increases was delivered in the form of long-term incentive awards to align the NEOs’ interests with stockholders through the risks and rewards of equity ownership and to further support the execution of the Company’s long-term strategy. Mr. Khandelwal (1.3% target increase) and Ms. Unnikrishnan (3.9% target increase) each received target pay increases to maintain their competitive market positions. Further details on the individual components of pay for each NEO are described in the sections below. For further information on compensation actually paid to our NEOs as compared to the Total in the Summary Compensation Table, please see the Pay for Performance section on Page 61.
2024 Short-Term Incentives
2024 Short-Term Incentives The Company administers short-term incentives under the Management Incentive Compensation Plan (MICP). The amount of the annual 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 115% to 125%, which was aligned with the Compensation Committee’s strategy of moving Mr. Ashleman’s target compensation closer to the median of the target market composed of CEOs at other similarly sized 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 2024 are the same as those for 2023.
2024 Short-Term Incentives
| | 2024 MICP Weighting | | Business Performance Factor Components | | | Adjusted EBITDA | 40% | | Organic Sales Growth | 40% | | Adjusted Cash Flow Conversion | 10% | | Sustainability | 10% | | Total | 100% |
2024 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 strong 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. We believe that 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 viewed as 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. Corporate sustainability, and, in particular our commitment with respect to our culture, people and environmental stewardship, is important to the Company and to our internal and external stakeholders. Environmental sustainability and having a highly engaged workforce are part of our culture and strategy. Several 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 assesses the Company’s performance against goals and initiatives for 2024 to further drive progress against our sustainability strategy. The 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 2024, the Company exceeded its employee engagement goal with 81% engagement and completed a number of initiatives including change leadership training and leader development. The Company also exceeded its goal to complete various initiatives to reduce electricity consumption in 2024 and test various ways to ultimately reach its long-term 2035 emissions goal. In summary, 2024 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 125%. For 2024, the relative weightings and the performance against the quantitative and strategic measures resulted in a calculated Business Performance Factor of 60%, as shown in the table below.
2024 Short-Term Incentives
| MICP Objective | Threshold | Goal | Maximum | Actual* | Payout | MICP Weighting | Business Performance Factor | | Adjusted EBITDA | $862.7M | $927.5M | $1,050.1M | $870.2M | 36.6% | 40% | 14.7% | | Organic Sales Growth | -3.0% | 1.0% | 5.0% | -1.9% | 47.0% | 40% | 18.8% | | Adjusted Cash Flow Conversion | 80% | 100% | 129% | 110% | 140.6% | 10% | 14.1% | | Sustainability | Combination of long-term goals and initiatives as described above | | | 125.0% | 125.0% | 10% | 12.5% | | Total | | | | | | 100% | 60.1% |
2024 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, 2024. 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, restructuring charges, capital expenditure investments versus plan, and the impact of foreign currency translation. |
2024 Short-Term Incentives
The short-term incentive payments are included in the 2024 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column and summarized in the table below.
2024 Short-Term Incentives
| NEO | Base Salary Rate | Individual Target Bonus Percentage | Business Performance Factor | Actual 2024 Short- Term Incentive Award | | Eric D. Ashleman | 1,050,000 | 125% | 60% | 787,500 | | Abhishek Khandelwal | 592,500 | 75% | 60% | 266,625 | | Lisa M. Anderson | 480,000 | 65% | 60% | 187,200 | | Roopa Unnikrishnan | 440,000 | 60% | 60% | 158,400 | | Melissa Flores | 440,000 | 65% | 60% | 171,600 |
2025 Short-Term Incentives
2025 Short-Term Incentives Beginning in 2025, the MICP will increase the weighting of Adjusted Cash Flow Conversion from 10% to 20%. Adjusted EBITDA and Organic Sales Growth will continue to both be weighted at 40%, while the Sustainability component will no longer be part of the MICP design. These changes reflect the importance of cash flow as a vital metric reflecting the overall health of the business providing fuel for growth. The Sustainability metric was added to the MICP in 2022 and we are proud of the progress we’ve made in our sustainability efforts. The initiatives associated with the prior Sustainability metric, reducing energy usage and enhancing employee engagement, will continue with the same level of importance going forward with oversight by the Board and included in our NEOs’ annual goals.
2024 Long-Term Incentive Awards
2024 Long-Term Incentive Awards Working with its independent compensation consultant, the Compensation Committee granted long-term incentive awards to the NEOs in early 2024. 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 2024, 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 target award value (50% of the total LTI target) 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 (50% of the total LTI target) 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, 2024. 2024 CEO Awards. For 2024, the Board granted Mr. Ashleman an award based on the Compensation Committee’s strategy and recommendation, which reflect Mr. Ashleman’s three years of tenure in the CEO role and strong performance, which resulted in a target LTI award positioned near the CEO market median. 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 2023 and 2024. The Summary Compensation Table reported value reflects the grant date fair value determined in accordance with FASB ASC Topic 718, which differs from the target value.
2024 Long-Term Incentive Awards
| | 2023 | 2024 | | Target Value | $4,750,000 | $5,880,000 | | Reported Grant Value | $5,618,356 | $7,311,810 |
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.
2024 PSU Design Features
2024 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 over such period. If the Company achieves 50th percentile TSR performance as compared to the peer group of companies, each NEO will receive the target number of PSUs, 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 for performance 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 investors, notably: return on invested capital, EBITDA, net income growth, operating profit margin and compound annual sales growth rate (CAGR). For the 2024 PSU grant, the Compensation Committee selected the S&P 500 Index companies as the comparator group for relative TSR as the Company is also included in this index. 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 our stockholders.
Payout of 2021 PSU Award
Payout of 2021 PSU Award The 2021 PSU award was granted on February 25, 2021, with a performance period ending on January 31, 2024, and resulted in a 50% payout based on 11% TSR, which placed the Company in the 37th percentile of companies in the S&P 500 Index. These shares settled in February 2024.
2025 Long-Term Incentive Design
2025 Long-Term Incentive Design Beginning with the 2025 annual long-term incentive award provided in February 2025, the Company added restricted shares or restricted stock units (RSUs) as a third award vehicle for our NEOs as well as other senior leaders. Restricted shares or RSUs may be granted based on whether the recipient has satisfied the retirement vesting conditions. Awards were targeted to be 50% in PSUs, 25% in stock options and 25% in restricted shares/RSUs. In addition, the 2025 PSU grants have two metrics covering the approximate three-year performance period. Relative TSR as measured against companies in the S&P 500 Index continues to be a metric, but now weighted at 75% of the PSU award, with net income growth as an internal financial metric representing the remaining 25% of the PSU award. These changes collectively are designed to put greater emphasis on profitably growing our business and creating shareholder value by reinforcing the leadership behaviors associated with the Company’s growth strategy.
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.
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 2024, 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 2024, nor any business or personal relationships that would impair F.W. Cook’s independence.
Setting Individual Executive Pay
| • | Value to IDEX; short-and long-term |
Setting Individual Executive Pay
| • | In determining the long-term incentive award value, the Compensation Committee reviews the Company’s performance relative |
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 2024 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. The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. Three surveys and a peer group analysis were utilized for the 2024 executive compensation market analysis for the NEOs.
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 2023 with the Compensation Committee. Based on that review, for 2024 the Compensation Committee maintained the same peer group of companies. The following peer group was used to evaluate 2024 executive compensation decisions:
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. |
Peer Companies
Based on the representation of the position matches within the data sources, the market data was weighted 80% peer group data and 20% survey data for the President and Chief Executive Officer and Senior Vice President and Chief Financial Officer positions, 70% survey data and 30% peer group data for the Senior Vice President, General Counsel and Corporate Secretary position, and 100% survey data for the Senior Vice President and Chief Human Resources Officer and Senior Vice President, Chief Strategy and Innovation Officer positions.
Severance and Change in Control Benefits
Severance and Change in Control Benefits Each of the 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, see the section below entitled “Potential Payments upon Termination or Change in Control.”
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.
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; |
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 |
Risk Assessment
| • | the balance between short-term and long-term, stock-based performance opportunities; |
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; |
Risk Assessment
| • | caps on the maximum payout for cash incentives; |
Risk Assessment
| • | stock ownership requirements for executives that encourage a long-term focus on performance; |
2024 Summary Compensation Table
2024 Summary Compensation Table The table below and related footnotes summarize the total compensation earned or paid in 2024, and, to the extent required by SEC disclosure rules, 2023 and 2022 for the Company’s CEO or CFO, and each of the three most highly compensated executive officers other than individuals serving as CEO or CFO. All amounts are paid in U.S. Dollars.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Eric D. Ashleman, Chief Executive Officer and President | 2024 2023 2022 | 1,040,385 992,308 948,462 | 0 0 0 | 4,371,623 3,243,595 2,548,123 | 2,940,187 2,374,761 2,050,207 | 787,500 828,000 1,668,480 | 231,773 320,212 279,955 | 9,371,468 7,758,876 7,495,227 | | Abhishek Khandelwal, Senior Vice President and Chief Financial Officer | 2024 2023 | 589,135 55,288 | 0 300,000 | 966,616 1,000,129 | 650,007 1,000,253 | 266,625 0 | 82,054 5,671 | 2,554,437 2,361,341 | | Lisa M. Anderson, Senior Vice President, General Counsel and Corporate Secretary | 2024 2023 2022 | 472,308 433,269 387,434 | 0 0 0 | 484,182 375,980 311,176 | 325,163 275,075 250,071 | 187,200 190,080 364,655 | 91,130 101,570 74,598 | 1,559,983 1,375,974 1,387,934 | | Roopa Unnikrishnan, Senior Vice President, Strategy and Corporate Development | 2024 2023 | 437,115 420,192 | 0 0 | 447,475 392,930 | 300,273 287,537 | 158,400 183,600 | 84,033 88,739 | 1,427,296 1,372,998 | | Melissa S. Flores, Senior Vice President and Chief Human Resources Officer | 2024 2023 2022 | 437,115 420,192 395,192 | 0 0 0 | 428,248 342,080 280,646 | 287,509 250,151 225,147 | 171,600 183,600 379,200 | 84,412 99,427 94,598 | 1,408,884 1,295,450 1,374,783 |
2024 Summary Compensation Table
| (1) Mr. Khandelwal received a cash sign-on award of $300,000 in 2023, upon his appointment as Senior Vice President and Chief Financial Officer. |
2024 Summary Compensation Table
| (2) 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 2024, 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, 2024. For PSUs granted in 2024, 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 2024 based on the maximum level of performance is as follows: Mr. Ashleman, $10,929,057; Mr. Khandelwal, $2,416,541; Ms. Anderson, $1,210,455; Ms. Unnikrishnan, $1,118,688; and Ms. Flores, $1,070,619. All shares of restricted stock are eligible for dividend payments when paid on Common Stock and, with respect to PSUs, cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period. |
2024 Summary Compensation Table
| (3) Reflects the aggregate grant date fair value of stock options for the year indicated in accordance with FASB ASC Topic 718. For a discussion of assumptions made in the valuation of stock options granted in 2024, see note 15 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. |
2024 Summary Compensation Table
| (4) Reflects the short-term bonus under the MICP. |
2024 Summary Compensation Table
| (5) Consists of the following for 2024: |
2024 Summary Compensation Table
| Name | Company Contributions to the IDEX Corporation Savings Plan, and Accrued SERP Benefits ($) | Automotive, Supplemental Disability ($) (a) | Total ($) | | Eric D. Ashleman | 202,638 | 29,135 | 231,773 | | Abhishek Khandelwal | 61,609 | 20,445 | 82,054 | | Lisa M. Anderson | 69,301 | 21,829 | 91,130 | | Roopa Unnikrishnan | 64,026 | 20,007 | 84,033 | | Melissa Flores | 64,925 | 19,487 | 84,412 |
2024 Summary Compensation Table
| (a) Consists of automotive and fuel allowance and supplemental disability premiums. |
2024 Grants of Plan-Based Awards
2024 Grants of Plan-Based Awards The following table provides information on plan-based awards for all NEOs for 2024.
2024 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 Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) (3) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Eric D. Ashleman | 01/01/2024 | 65,625 | 1,312,500 | 2,625,000 | | | | | | | | | 02/22/2024 | | | | 4,168 | 12,505 | 31,263 | | | 4,371,623 | | | 02/22/2024 | | | | | | | 46,070 | 235.13 | 2,940,187 | | Abhishek Khandelwal | 01/01/2024 | 22,219 | 444,375 | 888,750 | | | | | | | | | 02/22/2024 | | | | 922 | 2,765 | 6,913 | | | 966,616 | | | 02/22/2024 | | | | | | | 10,185 | 235.13 | 650,007 | | Lisa M. Anderson | 01/01/2024 | 15,600 | 312,000 | 624,000 | | | | | | | | | 02/22/2024 | | | | 462 | 1,385 | 3,463 | | | 484,182 | | | 02/22/2024 | | | | | | | 5,095 | 235.13 | 325,163 | | Roopa Unnikrishnan | 01/01/2024 | 13,200 | 264,000 | 528,000 | | | | | | | | | 02/22/2024 | | | | 427 | 1,280 | 3,200 | | | 447,475 | | | 02/22/2024 | | | | | | | 4,705 | 235.13 | 300,273 | | Melissa S. Flores | 01/01/2024 | 14,300 | 286,000 | 572,000 | | | | | | | | | 02/22/2024 | | | | 408 | 1,225 | 3,063 | | | 428,248 | | | 02/22/2024 | | | | | | | 4,505 | 235.13 | 287,509 |
2024 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 — 2024 Executive Compensation Program.” The amounts actually earned by the NEOs are reflected in the Non-Equity Incentive Plan Compensation column in the 2024 Summary Compensation Table. |
2024 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 2024 under the Incentive Award Plan (IAP). The target number of PSUs is used to determine the grant date fair value for this award. |
2024 Grants of Plan-Based Awards
| (3) 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. |
2024 Grants of Plan-Based Awards
| (4) Represents the grant date fair value of 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, 2024. 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 2024 based on the maximum level of performance is as follows: Mr. Ashleman, $10,929,057; Mr. Khandelwal, $2,416,541; Ms. Anderson, $1,210,455; Ms. Unnikrishnan, $1,118,688; and Ms. Flores, $1,070,619. 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. |
Narrative to 2024 Grants of Plan-Based Awards Table
Narrative to 2024 Grants of Plan-Based Awards Table Stock options awarded to the NEOs in 2024 had the following characteristics:
Narrative to 2024 Grants of Plan-Based Awards Table
| • | all are nonqualified stock options; |
Narrative to 2024 Grants of Plan-Based Awards Table
| • | all have an exercise price equal to the closing price of Common Stock on the grant date; |
Narrative to 2024 Grants of Plan-Based Awards Table
| • | all vest annually in equal amounts over a four-year period based on the NEO’s continued service; |
Narrative to 2024 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 |
Narrative to 2024 Grants of Plan-Based Awards Table
| • | all expire 10 years after the date of grant. |
Narrative to 2024 Grants of Plan-Based Awards Table
PSUs awarded to the NEOs in 2024 had the following characteristics:
Narrative to 2024 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; |
Narrative to 2024 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; |
Narrative to 2024 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 |
Narrative to 2024 Grants of Plan-Based Awards Table
| • | shares delivered upon vesting are subject to a one-year holding requirement. |
Outstanding Equity Awards at 2024 Fiscal Year End
Outstanding Equity Awards at 2024 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, 2024.
Outstanding Equity Awards at 2024 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 25,490 35,966 24,678 9,766 - | - - - - 11,989 24,677 29,299 46,070 | 93.27 138.12 144.85 173.35 197.11 188.99 225.69 235.13 | 02/22/2027 02/22/2028 03/01/2029 02/21/2030 02/25/2031 02/24/2032 02/23/2033 02/22/2034 | - | - | 7,378 | 1,544,142 | | Abhishek Khandelwal | 4,824 - | 14,471 10,185 | 195.72 235.13 | 11/20/2033 02/22/2034 | 5,110 | 1,069,472 | - | - | | Lisa M. Anderson | 385 825 935 1,540 1,556 3,010 1,131 - | - - - - 519 3,010 3,394 5,095 | 93.27 138.12 144.85 173.35 197.11 188.99 225.69 235.13 | 02/22/2027 02/22/2028 03/01/2029 02/21/2030 02/25/2031 02/24/2032 02/23/2033 02/22/2034 | - | - | 901 | 188,570 | | Roopa Unnikrishnan | 2,293 1,183 - | 2,292 3,547 4,705 | 198.47 225.69 235.13 | 03/21/2032 02/23/2033 02/22/2034 | - | - | 687 | 143,782 | | Melissa S. Flores | 820 1,565 1,065 865 1,555 3,161 2,710 1,029 - | - - - - - 1,054 2,710 3,086 4,505 | 74.74 93.27 138.12 144.85 173.35 197.11 188.99 225.69 235.13 | 02/19/2026 02/22/2027 02/22/2028 03/01/2029 02/21/2030 02/25/2031 02/24/2032 02/23/2033 02/22/2034 | - | - | 813 | 170,153 |
Outstanding Equity Awards at 2024 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. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (2) The following table sets forth grant and vesting information for the outstanding restricted stock award for Mr. Khandelwal, the only NEO who holds outstanding restricted stock. The award will vest 100% upon a qualifying termination of employment following a change in control. |
Outstanding Equity Awards at 2024 Fiscal Year End
| | Grant Date | # Shares | 100% Vesting | | Abhishek Khandelwal | 11/20/2023 | 5,110 | 11/20/2026 |
Outstanding Equity Awards at 2024 Fiscal Year End
| (3) Determined based on the closing price of the Company’s Common Stock on December 31, 2024 of $209.29. |
Outstanding Equity Awards at 2024 Fiscal Year End
| (4) Represents the number and value of outstanding PSU awards based on performance as of December 31, 2024, as set forth in the following table. Actual number of shares delivered upon vesting will be based on performance through January 31, 2025, for the PSU award granted in 2022; performance through January 31, 2026, for the PSU award granted in 2023; and performance through January 31, 2027, for the PSU award granted in 2024. The 2022 PSU awards are disclosed at 68% of the target; the 2023 PSU awards are disclosed at 0% of the target; and the 2024 PSU awards are disclosed at 0% of the target, all based on performance through December 31, 2024, and at a closing price of $209.29 on December 31, 2024. |
Outstanding Equity Awards at 2024 Fiscal Year End
| | Grant Date | Number of PSUs at Target (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Vesting | | Eric D. Ashleman | 02/24/2022 | 10,850 | 1,544,142 | Award vests on 01/31/2025 | | | 02/23/2023 | 10,525 | 0 | Award vests on 01/31/2026 | | | 02/22/2024 | 12,505 | 0 | Award vests on 01/31/2027 | | Abhishek Khandelwal | 02/22/2024 | 2,765 | 0 | Award vests on 01/31/2027 | | Lisa M. Anderson | 02/24/2022 | 1,325 | 188,570 | Award vests on 01/31/2025 | | | 02/23/2023 | 1,220 | 0 | Award vests on 01/31/2026 | | | 02/22/2024 | 1,385 | 0 | Award vests on 01/31/2027 | | Roopa Unnikrishnan | 02/24/2022 | 1,010 | 143,782 | Award vests on 01/31/2025 | | | 02/23/2023 | 1,275 | 0 | Award vests on 01/31/2026 | | | 02/22/2024 | 1,280 | 0 | Award vests on 01/31/2027 | | Melissa S. Flores | 02/24/2022 | 1,195 | 170,153 | Award vests on 01/31/2025 | | | 02/23/2023 | 1,110 | 0 | Award vests on 01/31/2026 | | | 02/22/2024 | 1,225 | 0 | Award vests on 01/31/2027 |
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested The following table provides information on stock option exercises and stock vesting for all NEOs in 2024.
2024 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 | - | - | 4,695 | 1,065,624 | | Abhishek Khandelwal | - | - | - | - | | Lisa M. Anderson | - | - | 205 | 46,529 | | Roopa Unnikrishnan | - | - | - | - | | Melissa S. Flores | - | - | 413 | 93,739 |
2024 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. |
2024 Option Exercises and Stock Vested
| (2) Calculated based on the closing price of Common Stock on the release date. For 2021 PSUs vesting on January 31, 2024, after the end of the performance period with a release price of $226.97 and a multiplier of 50% due to IDEX’s TSR performance at the 37th percentile as compared to companies in the S&P 500 Index, Mr. Ashleman had 4,695 shares vest, Ms. Anderson had 205 shares vest, and Ms. Flores had 413 shares vest. |
Nonqualified Deferred Compensation at 2024 Fiscal Year End
Nonqualified Deferred Compensation at 2024 Fiscal Year End The Supplemental Executive Retirement and Deferred Compensation Plan (SERP) is an unfunded, nonqualified plan designed to provide supplemental executive retirement benefits. The following table provides information related to the benefits payable to each NEO under the SERP, which is the Company’s only defined contribution nonqualified deferred compensation plan:
Nonqualified Deferred Compensation at 2024 Fiscal Year End
| Name | Executive Contributions in Last Fiscal Year ($) (1) | Registrant Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (3) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) (4) | | Eric D. Ashleman | - | 176,773 | 348,585 | 7,938 | 2,447,492 | | Abhishek Khandelwal | - | 34,834 | 757 | 793 | 30,898 | | Lisa M. Anderson | - | 42,526 | 8,346 | 1,356 | 182,186 | | Roopa Unnikrishnan | - | 38,150 | 3,870 | - | 94,640 | | Melissa Flores | - | 38,150 | 9,622 | 1,219 | 204,406 |
Nonqualified Deferred Compensation at 2024 Fiscal Year End
| (1) None of the NEOs contributed to the SERP in 2024. |
Nonqualified Deferred Compensation at 2024 Fiscal Year End
| (2) Amounts are reflected in All Other Compensation column of the “2024 Summary Compensation Table.” |
Nonqualified Deferred Compensation at 2024 Fiscal Year End
| (3) None of the amounts reported in this column are reported in the “2024 Summary Compensation Table” because the Company does not pay guaranteed, above-market or preferential earnings on deferred compensation under the SERP. |
Nonqualified Deferred Compensation at 2024 Fiscal Year End
| (4) The following amounts have been previously reported as “All Other Compensation” in the Summary Compensation Table for prior years: Mr. Ashleman, $1,219,912; Mr. Khandelwal, $885: Ms. Anderson, $90,068; Ms. Unnikrishnan, $47,282 and Ms. Flores, $79,099. |
Potential Payments upon Termination or
Potential Payments upon Termination or
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.
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 2024 Summary Compensation Table. The annual total compensation of the CEO is $9,371,468. The median of the annual total compensation of all employees, except the CEO is $67,484. The pay ratio is 139:1.
Pay Versus Performance
Pay Versus Performance The following table sets forth information regarding the Company’s performance and the “compensation actually paid” to our NEOs, as calculated in accordance with SEC disclosure rules:
Pay Versus Performance
| | Summary Compensation Table Total for Eric D. Ashleman (PEO) ($)(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) | | | | 2024 | 9,371,468 | 2,773,408 | N/A | N/A | 1,737,650 | 1,021,356 | 129 | 198 | 505.0 | 874.3 | | 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 |
Pay Versus Performance
| (1) The Principal Executive Officer (PEO) and NEOs for the applicable years were as follows: |
Pay Versus Performance
| • | 2024: Mr. Ashleman served as the PEO for the entirety of 2024. The Company’s other NEOs for 2024 were: Abhishek Khandelwal; Lisa M. Anderson; Roopa Unnikrishnan; and Melissa S. Flores. |
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. |
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. |
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. |
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. |
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. |
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. |
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. |
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, 2024). |
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 2024 incentive program design. This measure is used to determine the payout of 40% of the 2024 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, 2024. |
Pay Versus Performance
The following tables sets forth the detailed calculation from SCT Total to Compensation Actually Paid for the PEOs and NEOs:
Pay Versus Performance
| | Eric D. Ashleman | | | | | | Prior FYE Current FYE | 12/31/2019 12/31/2020 | 12/31/2020 12/31/2021 | 12/31/2021 12/31/2022 | 12/31/2022 12/31/2023 | 12/31/2023 12/31/2024 | | Fiscal Year | 2020 | 2021 | 2022 | 2023 | 2024 | | SCT Total | $3,407,839 | $6,719,772 | $7,495,227 | $7,758,876 | $9,371,468 | | - 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) | ($7,311,810) | | + 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 | $4,611,397 | | + 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) | ($4,070,069) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $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) | $120,488 | | - 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 | $0 | | + Value of Dividends Earned on Stock Awards in the Covered Fiscal Year, Prior to Vesting | $85,976 | $36,691 | $168,791 | $95,503 | $51,934 | | Compensation Actually Paid | $5,952,238 | $9,849,418 | $11,439,171 | $2,066,071 | $2,773,408 |
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) |
Pay Versus Performance
| | Non-PEO NEOs | | | | | | Prior FYE | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | | Current FYE | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | | Fiscal Year | 2020 | 2021 | 2022 | 2023 | 2024 | | SCT Total | $1,709,129 | $1,743,998 | $2,396,496 | $1,848,761 | $1,737,650 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($853,306) | ($727,995) | ($1,537,000) | ($1,045,073) | ($972,368) | | + 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 | $613,175 | | + 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) | ($366,958) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $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) | $2,171 | | - 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) | $0 | | + Value of Dividends Earned on Stock Awards in the Covered Fiscal Year, Prior to Vesting | $22,068 | $9,763 | $30,108 | $6,620 | $7,686 | | Compensation Actually Paid | $2,782,284 | $2,463,917 | $2,058,991 | $655,908 | $1,021,356 |