DEF 14A of Idex Corp /De/
Filed Mar 26, 2026 · FY20250001193125-26-125451
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, four of whom are Class I directors whose terms will expire at this year’s Annual Meeting, three of whom are Class II directors whose terms will expire at the Annual Meeting to be held in 2027, and three of whom are Class III directors whose terms will expire at the Annual Meeting to be held in 2028.
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 5.6 years, and the average age of our directors is 58.7 years old. The matrix below illustrates the diverse set of skills, knowledge, experiences, backgrounds and personal attributes represented on our Board.
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 | 8.3 | 6.8 | 10.4 | 3.8 | 10.0 | 5.2 | 4.1 | 5.3 | 1.1 | 1.1 | | Demographic Information: | | | | | | | | | | | | Gender | | | | | | | | | | | | Male | x | x | | x | x | | | x | | x | | Female | | | x | | | x | x | | x | | | Age (Years Old) | 60 | 66 | 60 | 56 | 65 | 53 | 61 | 59 | 50 | 57 | | 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 | | | | | Openly LGBTQ | | | | | | | | | | | | Disability | | | | | | | | | | | | Military Service | | | | | | | | | | |
Overview of IDEX Board of Directors
The Board has nominated four individuals for election as Class I directors to serve for a three-year term expiring at the Annual Meeting to be held in 2029. 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 I nominees of the Board are Mark A. Beck, Carl R. Christenson, Katrina L. Helmkamp and Alejandro Quiroz Centeno each of whom is currently serving as a director of the Company and was previously elected by our stockholders. 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 2026 Class I director nominees |
Class I: Three-Year Term Expires in 2029
Class I: Three-Year Term Expires in 2029
Class I: Three-Year Term Expires in 2029
| MARK A. BECK Independent Director Director since: 2018 Age: 60 Committees: Nominating and Corporate Governance (Chair), Compensation | Overview • Mr. Beck brings in-depth experience and knowledge of developing and implementing successful operating platforms while serving in leadership roles at diversified industrial businesses. Mr. Beck began his corporate career at Corning Incorporated where he spent 18 years serving in a number of management positions culminating in his appointment as Executive Vice President responsible for Corning’s environmental technologies and life science units. In 2025, Mr. Beck was appointed Professor of Practice at Cornell University, teaching principles of leadership, strategy, and innovation. His 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 is an asset to IDEX’s Board. Mr. Beck’s expertise positions him to provide valuable perspective when assessing and overseeing IDEX’s portfolio optimization and 8020 strategy. Professional Experience Highlights | | | • Co-Founder and Owner, B-Square Precision, LLC (2018 – Present), a private company engaged in the acquisition and management of companies that manufacture high-precision tools, dies, molds and components • President and Chief Executive Officer, JELD-WEN Holding, Inc. (NYSE: JELD) (2015 – 2018) • Executive Vice President, Danaher Corporation (NYSE: DHR) (2014 – 2015) • Executive Vice President, Corning Incorporated (NYSE: GLW) (2012 – 2014) • Previously held various senior leadership roles during his 18-year tenure at Corning Incorporated (NYSE: GLW), including Senior Vice President (2007-2012) | | | Skills and Qualifications | | | • Mr. Beck brings public company senior leadership experience as CEO of JELD-WEN Holding, Inc., a global building products company, and as Chairman of the Board of Directors of Accendra Health (formerly Owens & Minor, Inc.), a leading healthcare logistics and products company • Mr. Beck also brings substantial operating and business transformation experience, gained from his experience as CEO of JELD-WEN, during which the company doubled cash flow and improved margins by over 100 basis points each year; and as Executive Vice President of Corning, where he led the development and commercialization of one of Corning’s best-selling products of all time and successfully led Corning’s Life Sciences division through a transformative expansion • Mr. Beck also has extensive M&A and integration experience developed through executing and overseeing transformative acquisitions across public and private companies, including numerous successful acquisitions at Danaher in its Water Quality and Dental platforms, representing $5 billion in total responsibility, JELD-WEN’s successful 2017 IPO and 10 acquisitions, Owens & Minor’s ~$375 million sale of its Products & Healthcare Services segment to Platinum Equity in 2025, and Corning’s acquisition of the BD Discovery Labware business from Becton, Dickinson and Company for ~$730 million in 2021 and subsequent transformation of its Life Science division | | | Other Public Company Boards | | | • Accendra Health, Inc. (NYSE: ACH; formerly Owens & Minor, Inc.) (Independent Chair, 2023 – Present; Director 2019 – Present), a global healthcare logistics company • JELD-WEN Holding, Inc. (NYSE: JELD) (Director, 2016 – 2018) | | | Education | | | • M.B.A., Harvard University • B.A., Business Management, Pacific University |
Class I: Three-Year Term Expires in 2029
| Carl R. Christenson Director since: 2019 Age: 66 Committees: Compensation (Chair) | Overview • Mr. Christenson brings extensive public company leadership experience through his long tenure as Chairman and Chief Executive Officer of Altra Industrial Motion Corp., a global manufacturer of electromechanical power transmission and motion control products. His background reflects broad experience leading industrial businesses and a proven ability to accelerate growth while executing strategic acquisitions and driving superior shareholder returns. Mr. Christenson’s vast industry experience and track record as a values-driven leader of global organizations is an asset to IDEX’s Board and management. Professional Experience Highlights | | | • Chairman of the Board of Directors (2014 – 2023) and Chief Executive Officer (2009 – 2023), Altra Industrial Motion Corp. (previously traded under NASDAQ: AIMC) • President and Chief Operating Officer, Altra Industrial Motion Corp. (NASDAQ: AIMC) (2005 – 2008) • President, Kaydon Bearings, Kaydon Corporation (2001 – 2005) • Previously held management positions at TB Wood’s Incorporated and The Torrington Company (Ingersoll-Rand division) | | | Skills and Qualifications | | | • Mr. Christenson brings substantial public company leadership experience through nearly a decade as Chairman of the Board of Directors and CEO of Altra, a global manufacturer of electromechanical power transmission and motion control products • Mr. Christenson has a strong record of driving long-term growth by leading Altra through strategic acquisitions, operational improvements and initiatives that enhanced shareholder value, including Altra’s $4.95 billion acquisition by Regal Rexnord Corporation in 2023 and its ~$3 billion transaction with Fortive in 2018 • Mr. Christenson offers deep expertise across engineered industrial products, including precision bearings, power transmission components and motion control systems, informed by senior leadership roles at Altra, Kaydon Bearings and earlier manufacturing organizations | | | Education | | | • M.B.A., Rensselaer Polytechnic Institute • M.S.M.E., University of Massachusetts • B.S.M.E., University of Massachusetts |
Class I: Three-Year Term Expires in 2029
| KATRINA L. HELMKAMP Non-Executive Chair Director since: 2015 Age: 60 Committees: Audit | Overview • Ms. Helmkamp’s extensive business development experience makes her a key contributor to the Board, providing important perspectives and insights on potential transactions, growth opportunities, capital allocation strategies and portfolio composition. In her previous roles as President and Chief Executive Officer of Cartus Corporation and as Chief Executive Officer of SVP Worldwide and Vice President Global Refrigeration for Whirlpool Corporation, she has gained extensive global business experience, with operating leadership skills and experience across multiple markets and technologies. Professional Experience Highlights | | | • President and Chief Executive Officer, Cartus Corporation (2018 – 2023), the global relocation subsidiary of Anywhere Real Estate • Chief Executive Officer, Lenox Corporation (2016 – 2018) and Chief Executive Officer, SVP Worldwide (2010-2014), both private equity-backed companies • Vice President and Senior Vice President, Whirlpool Corporation (NYSE: WHR) (2007 – 2010) • Partner, Boston Consulting Group (1998-2004), developing strategy with industrial goods and consumer goods clients | | | Skills and Qualifications | | | • Ms. Helmkamp brings substantial operational leadership experience through her multiple roles leading businesses with ~$200 million to ~$8 billion in revenues, within both publicly traded companies and private equity-backed companies • As CEO of Cartus Corporation, Ms. Helmkamp led sustained operational, strategic, and technology transformation, launching a new global mobility hub product as part of a multi-year initiative that significantly enhanced Fortune 500 client satisfaction • In her roles as CEO of Cartus, CEO of SVP Worldwide, and SVP of North America Product at Whirlpool Corporation, Ms. Helmkamp was responsible for product innovation that drove profitable gains in market share • While serving as a director at Federal Signal Corporation, Ms. Helmkamp has overseen numerous M&A transactions including the ~$425 million acquisition of Scranton Manufacturing (New Way Trucks) in 2025 • Through her service as an independent board member of KPMG LLP (U.S.), Ms. Helmkamp brings experience in the governance and oversight of a large, complex organization, including audit quality and risk oversight • As Non-Executive Chair of IDEX, Ms. Helmkamp plays a critical role leading the Board, as it oversees Company strategy, proactively evaluating opportunities to enhance shareholder value and ensuring the Company’s long-term sustainability and profitability | | | Other Public Company Boards | | | • Federal Signal Corporation (NYSE: FSS) (Independent Director, 2023 – Present), a manufacturer of public safety, industrial and municipal vehicles and equipment | | | Education | | | • M.B.A., Northwestern University • B.S., Industrial Engineering, Northwestern University |
Class I: Three-Year Term Expires in 2029
| Alejandro Quiroz Centeno Director since: 2022 Age: 56 Committees: Compensation | Overview • Mr. Quiroz brings extensive leadership experience across global manufacturing organizations and technology-enabled industrial businesses. As Chief Executive Officer of Beontag, he provides the Board with valuable perspective on applied industrial technologies and strategic execution. His experience running complex industrial operations in multiple geographies, combined with his experience in advanced manufacturing and ability to apply technology to strengthen competitive positioning, contributes meaningful insight to the Board as it oversees IDEX’s global growth strategy. Professional Experience Highlights | | | • Chief Executive Officer, Beontag (2025 – Present), a global producer of pressure sensitive adhesives and smart tags • Chief Executive Officer, Latin America, Prysmian Group (BIT: PRY) (2021 – 2024), a leader in the energy and telecommunications cable systems industry • President, Latin America, Aptiv PLC (NYSE: APTV) (2018 – 2021), an automotive technology business • Previously held various leadership roles at Tenneco Inc. (previously traded under NYSE: TEN), Edscha AG (formerly part of Edscha Group), Continental AG (ETR: CON) and Whirlpool Corporation (NYSE: WHR) | | | Skills and Qualifications | | | • Mr. Quiroz brings over 30 years of international operating and executive leadership experience across industrial and technology-enabled manufacturing businesses in the Americas, EMEA and Asia, including his current role as Chief Executive Officer of Beontag, a global producer of pressure sensitive adhesives and smart tags • Mr. Quiroz has substantial experience leading large-scale, multinational organizations, including responsibility for Beontag’s operations across 40 markets and Aptiv’s $6 billion automotive technology business in the Americas with 75,000 employees and 40 manufacturing and technical centers • Mr. Quiroz has M&A experience from his time at Continental AG integrating Motorola and Siemens VDO, and at Whirlpool with Hefei-Sanyo. • Mr. Quiroz offers deep expertise across multiple industrial sectors, developed through senior leadership roles in Europe, the Middle East and Africa, the Americas, and Asia | | | Education | | | • M.B.A., University of Michigan • B.S., Mechanical Engineering, Universidad de las Américas Puebla |
OTHER INCUMBENT DIRECTORS
OTHER INCUMBENT DIRECTORS
Class II: Three-Year Term Expires in 2027
Class II: Three-Year Term Expires in 2027
Class II: Three-Year Term Expires in 2027
| MARK A. BUTHMAN Independent Director Director since: 2016 Age: 65 Committees: Audit (Chair), Nominating and Corporate Governance | Overview • Mr. Buthman brings extensive global financial and operational leadership experience from a 33-year career at Kimberly-Clark, a multi-national Fortune 150 company. In 12 years as Kimberly-Clark’s Executive Vice President and Chief Financial Officer, he was a critical part of an executive team that created more than $20 billion in shareholder value. Across his career, Mr. Buthman developed deep expertise in executing and oversight of large, complex M&A transactions, corporate finance, capital allocation and functional management that enable him to provide highly valuable perspective to the IDEX Board. Professional Experience Highlights | | | • Executive Vice President and Chief Financial Officer, Kimberly-Clark Corp (NYSE: KMB) (2003 – 2015), a public company engaged in the production of essential consumer and professional hygiene products • Previously held various senior leadership roles at Kimberly-Clark Corp (NYSE: KMB), including as Vice President of Finance and Vice President of Strategic Planning and Analysis | | | Skills and Qualifications | | | • Mr. Buthman brings more than 30 years of global financial leadership experience at Kimberly-Clark, including 12 years as Executive Vice President and Chief Financial Officer of a Fortune 150 company with significant international operations • Mr. Buthman offers deep expertise in corporate finance, capital allocation and portfolio management, having overseen enterprise financial planning, investor relations, treasury, audit, tax and financial systems • Mr. Buthman has extensive large-scale M&A experience from Kimberly-Clark where he executed or oversaw over 50 acquisitions, including participation in transactions such as the $9.4 billion merger with Scott Paper Company, $1.8 billion market value tax free spin-off of Halyard Health, and the ~$500 million market value tax free spin-off of the Neenah Paper business, contributing substantial M&A judgment, due diligence capability and integration experience aligned with IDEX’s acquisition strategy • Mr. Buthman brings broad operational and functional leadership experience, including oversight of global procurement, shared services, real estate and enterprise information technology functions • Mr. Buthman provides public company governance and financial oversight through his service on West Pharmaceutical Services’ Board of Directors as Chair of the Finance Committee, and as a member of the Compensation Committee | | | Other Public Company Boards | | | • West Pharmaceutical Services, Inc. (NYSE: WST) (Independent Director, 2010 – Present), manufacturer of specialized injectable packaging and delivery components for pharmaceutical drugs | | | Education | | | • B.B.A., Business Management, University of Iowa |
Class II: Three-Year Term Expires in 2027
| LAKECIA N. GUNTER Director since: 2021 Age: 53 Committees: Compensation, Nominating and Corporate Governance | Overview • Ms. Gunter brings deep expertise in digital technologies, IoT platforms and large-scale technology transformation, developed through senior strategic and commercial leadership roles at two Fortune 50 companies. She has extensive experience creating and executing strategies to develop new business models, accelerate growth and improve the profitability of technology solutions. Her background includes leading global initiatives in technology strategy, product ecosystems, customer engagement and digital innovation, providing skills relevant to IDEX’s ongoing integration of advanced and connected technologies across its businesses. Professional Experience Highlights | | | • Chief Technology Officer (Global Partner Solutions), Microsoft Corporation (NASDAQ: MSFT) (2023 – 2024), a global technology provider • Vice President, Microsoft Corporation (NASDAQ: MSFT) (2020 – 2023) • Vice President (Programmable Solution Group), Intel Corporation (NASDAQ: INTC) (2018 – 2020) • Chief of Staff to the CEO, Intel Corporation (NASDAQ: INTC) (2016 – 2018) • Previously held various positions at Intel Corporation (NASDAQ: INTC) including Chief of Staff, Intel Labs and Post-Silicon Validation Manager • Program Manager, Department of Defense (2004 – 2008) | | | Skills and Qualifications | | | • Ms. Gunter brings more than 25 years of leadership experience across global technology, engineering, and innovation-driven businesses, including senior executive roles at Microsoft and Intel with responsibility for emerging technologies, strategic partnerships and large-scale ecosystem development • Ms. Gunter offers deep expertise in artificial intelligence, cloud, IoT, and next-generation computing platforms, informed by her roles as Chief Technology Officer (Global Partner Solutions) of Microsoft and Vice President in Intel’s Programmable Solutions Group • Ms. Gunter offers valuable senior-level insight into decision-making and enterprise transformation, including through architecting the operating model that supported Intel’s transition from a PC-centric to a data-centric company, a transformation associated with revenue growth of more than 50% within 18 months | | | Education | | | • M.S., Electrical Engineering, Georgia Institute of Technology • B.S., Computer Engineering, University of South Florida |
Class II: Three-Year Term Expires in 2027
| Paris Watts-Stanfield Director since: 2022 Age: 61 Committees: Audit | Overview • Ms. Watts-Stanfield brings extensive global finance, audit and operational leadership experience across healthcare, consumer products and industrial businesses. She serves as Chief Procurement Officer of Alcon Inc., following her role as Chief Financial Officer, International, where she oversaw financial operations across Alcon’s global markets. Her experience also includes serving as Chief Financial Officer for Greater China and as Chief Audit Executive at Medtronic Inc., providing deep expertise in financial systems, internal controls and enterprise risk oversight. Ms. Watts-Stanfield has unique perspectives to offer regarding global financial systems and controls, including their application across complex, multinational organizations. Professional Experience Highlights | | | • Chief Procurement Officer, Alcon Inc. (SIX: ALC) (2024 – Present), global leader in eyecare • Chief Financial Officer, International, Alcon Inc. (SIX: ALC) (2022 – 2024) • Chief Financial Officer, Greater China, Medtronic Inc. (NYSE: MDT) (2021 – 2022), a global leader in medical technology, services and solutions • Vice President and Chief Audit Executive, Medtronic Inc. (NYSE: MDT) (2017 – 2021) • Previously held finance and strategy roles at Alcoa (NYSE: AA) and Wal-Mart (NYSE: WMT) • Previously held leadership roles at Procter & Gamble (NYSE: PG), including as Finance Director for P&G’s Internal Audit Group in Asia, CFO for P&G’s hair care business in Japan and South Korea, and CFO for its household cleaning products business in North America | | | Skills and Qualifications | | | • Ms. Watts-Stanfield brings deep global finance and audit leadership experience, including senior roles at Alcon, Medtronic, Procter & Gamble, Alcoa and Wal-Mart, with responsibility across international markets and major functional areas such as audit, SOX compliance, data analytics and financial operations • Ms. Watts-Stanfield has substantial expertise in corporate financial management, having served as Chief Financial Officer, Greater China for Medtronic and for multiple P&G businesses globally, as well as Chief Financial Officer, International for Alcon • Ms. Watts-Stanfield has M&A experience at Alcon, including the acquisition of BELKIN Vision in 2024 valued at $81 million upfront and $385 in milestone payments • Ms. Watts-Stanfield offers valuable perspective on global financial systems and internal controls, grounded in her experience as Medtronic’s Chief Audit Executive and her deep experience in corporate finance and audit functions | | | Education | | | • M.B.A., University of Rochester • B.A., Mathematics, State University of New York |
Class III: Three-Year Term Expires in 2028
Class III: Three-Year Term Expires in 2028
Class III: Three-Year Term Expires in 2028
| ERIC D. Ashleman Director since: 2020 Age: 59 Chief Executive Officer and President | Overview • Mr. Ashleman brings extensive operating and strategic leadership experience developed through more than fifteen years in senior roles at IDEX, including serving as Chief Executive Officer, President and previously Chief Operating Officer with responsibility for all business segments. He has significant expertise in leading diversified global industrial businesses, designing and deploying enterprise operating systems and advancing the IDEX Operating Model and the Company’s 8020 approach. His earlier leadership experience across multiple IDEX platforms provides broad insight into varied industrial markets. Mr. Ashleman also brings experience in business optimization from prior roles at Danaher Corporation and Honeywell. Professional Experience Highlights | | | • Chief Executive Officer and President, IDEX Corporation (2020 – Present) • Chief Operating Officer, IDEX Corporation (2015 – 2020) • Senior Vice President and Group Executive, Global Dispensing, Fire & Safety / Diversified Products and Health & Science and Optics business segments, IDEX Corporation (2014 – 2015) • Vice President and Group Executive, Fire & Safety / Diversified Products, IDEX Corporation (2011 – 2014) • President, Global Dispensing & Gast Manufacturing, IDEX Corporation (2010 – 2011) • Previously held leadership roles at Danaher Corporation (NYSE: DHR) | | | Skills and Qualifications | | | • Mr. Ashleman brings substantial operational leadership experience through his roles as CEO, President and COO of IDEX Corporation, where he helped shape the Company’s distinct culture, operating model and strategic direction • As COO and Group Executive at IDEX, Mr. Ashleman led the development and piloting of the IDEX Operating Model and advanced the Company’s 8020 approach, sharpening organizational focus on the vital few variables that drive the greatest impact • Mr. Ashleman has deep experience building high-performing global teams, identifying and developing many of IDEX’s current senior operating leaders during his time with the Company • Mr. Ashleman brings transformational operating expertise from his leadership roles at Danaher Corporation, where he led teams across three business units within quick turnaround situations | | | Other Public Company Boards | | | • Modine Manufacturing (NYSE: MOD) (Independent Director, 2019 – Present), a thermal management solutions company | | | Education | | | • M.B.A., University of Michigan • B.A., Economics, University of Michigan |
Class III: Three-Year Term Expires in 2028
| Stephanie J. Disher Director since: 2025 Age: 50 Committees: Nominating & Corporate Governance | Overview • Ms. Disher is a purpose-driven global executive with deep leadership experience across the filtration, industrial and energy sectors. As CEO and President of Atmus Filtration Technologies, she brings more than two decades of expertise in strategy, transformation, and value creation. She previously led Cummins’ $1.4 billion global filtration business and held senior finance, operations and regional leadership roles across three continents. Known for her people first, performance driven approach, she focuses on building organizational capability, accelerating innovation, and delivering sustainable growth for a diverse group of stakeholders. Professional Experience Highlights | | | • Chief Executive Officer, Atmus Filtration Technologies Inc. (NYSE: ATMU) (2023 – Present), a global filtration company • Vice President and President of Cummins Filtration Division, Cummins Inc. (NYSE: CMI) (2021 – 2023), a company that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products • Previously held finance and operations roles of increasing responsibility at Cummins Inc. (NYSE: CMI) (2013 – 2021) • Previously held leadership positions in finance, operations, and human relations at BP, p.l.c. (LSE: BP) (2003 – 2012) | | | Skills and Qualifications | | | • Ms. Disher brings public company executive experience as Chief Executive Officer of Atmus Filtration Technologies (NYSE: ATMU), which became a publicly listed company in May 2023. Atmus is a global filtration company with revenues of $1.7 billion and 4,500 employees • Ms. Disher has experience related to strategic capital allocation, M&A, and portfolio choices, including evaluating strategic alternatives, participating in major portfolio decisions and executing Atmus’ acquisition of Koch Filter in 2026 • Ms. Disher is a proven IPO and separation leader who successfully guided Atmus through its 2023 initial public offering and corporate separation from Cummins - a multi‑year strategic, financial, operational and cultural transition requiring governance rigor, investor engagement and large‑scale change management • Ms. Disher has a strong track record of operational excellence and is known for driving improved performance - including growth of Cummins’ South Pacific region, navigating pandemic‑era supply chain constraints, and delivering consistent financial performance in Cummins Filtration before the spin‑off and post IPO at Atmus • Ms. Disher brings demonstrated experience leading global organizations and has lived and worked in Australia, Asia and the United States, giving fluency in diverse operating environments, regulatory landscapes and global customer ecosystems • Ms. Disher has a history of championing leadership development programs, employee resource groups and community initiatives - reinforcing her people‑first leadership philosophy and demonstrating her commitment to culture, capability building and talent development | | | Education | | | • M.B.A., University of Melbourne • B.Com, Accounting, University of Western Sydney |
Class III: Three-Year Term Expires in 2028
| Matthijs Glastra Director since: 2025 Age: 57 Committees: Audit | Overview • Mr. Glastra brings substantial public company leadership and governance experience, international operating expertise, and deep knowledge of innovation-driven medical and industrial technology markets. As Chair and Chief Executive Officer of Novanta Inc., he leads a global supplier of core technology solutions serving medical, life science, and advanced manufacturing OEMs. Under his leadership, Novanta transformed into a leading supplier of precision hardware, software, and intelligent systems for robotic and minimally invasive surgery, precision medicine, intelligent automation, and physical AI applications. He contributes valuable insight regarding global operations, strategy, M&A, innovation and portfolio management. His prior leadership roles across multiple divisions of Royal Philips - spanning both Europe and Silicon Valley - add further perspective on scaling and commercializing global technology businesses. Professional Experience Highlights | | | • Chair and Chief Executive Officer, Novanta Inc. (NASDAQ: NOVT) (2021 – Present), a leading global supplier of core technology solutions to medical, life science, and advanced manufacturing OEMs • Chief Executive Officer, Novanta Inc. (NASDAQ: NOVT) (2016 – 2021) • Chief Operating Officer, Novanta Inc. (NASDAQ: NOVT) (2015 – 2016) • Group President, Novanta Inc. (NASDAQ: NOVT) (2012 – 2015) • Chief Executive Officer, Philips Entertainment Lighting, Royal Philips (NYSE: PHG) (2012) • Multiple general manager and leadership positions in various Philips’ divisions, Royal Philips (NYSE: PHG) (1994 – 2011) | | | Skills and Qualifications | | | • Mr. Glastra brings substantial public company leadership and governance experience as Chairman of the Board of Directors and Chief Executive Officer of Novanta Inc., providing strategic and operational oversight across a global portfolio of mission-critical technology solutions serving demanding OEM customers in healthcare, life science, and advanced manufacturing • Mr. Glastra has extensive international business experience from his career at Royal Philips, where he held senior leadership roles across divisions in both Europe and the Silicon Valley, including Chief Executive Officer of Philips Entertainment Lighting, Chief Operating Officer of Philips Lumileds, and various general management positions • Mr. Glastra has more than 30 years of executive operating experience leading OEM-focused technology businesses, with deep expertise in precision engineering solutions across medical and industrial end markets • Mr. Glastra brings significant experience in innovation and strategy, developed through leadership of technology-focused, globally scaled businesses at both Novanta Inc. and Koninklijke Philips, N.V. including the Corporate Strategy department • Mr. Glastra brings significant M&A and integration expertise, having overseen more than 20 acquisitions at Novanta ranging in size and scope, contributing to the company's transformation into a leader in high-growth markets and technologies • Mr. Glastra has deep experience with building talent, culture and businesses in decentralized operating models serving diverse specialty markets | | | Other Public Company Boards | | | • Novanta Inc. (Chairman, 2021 – Present; Director, 2016 – Present) | | | Education | | | • M.B.A., INSEAD (France) • Advanced Engineering Degree, ESPCI Paris (France) • M.Sc., Applied Physics, Delft University of Technology (Netherlands) |
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, no changes were made to our 2025 director compensation as compared to our 2024 director compensation program. Our director compensation for 2025 is set forth below.
COMPENSATION OF DIRECTORS
| | 2025 | | 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) | $165,000 |
2025 Director Compensation
2025 Director Compensation The following table summarizes the total compensation earned in 2025 for the Company’s non-management directors. Mr. Ashleman receives no additional compensation for his service as a director and his compensation for serving as our Chief Executive Officer and President is included in the 2025 Summary Compensation Table.
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Mark A. Beck | 110,000 | 165,262 | — | 275,262 | | Mark A. Buthman | 115,000 | 165,262 | — | 280,262 | | Carl R. Christenson | 110,000 | 165,262 | — | 275,262 | | Stephanie J. Disher (3) | 81,542 | 199,998 | — | 281,540 | | Matthijs Glastra (3) | 81,542 | 199,998 | — | 281,540 | | Lakecia N. Gunter | 95,000 | 165,262 | 500 | 260,762 | | Katrina L. Helmkamp | 195,000 | 215,117 | — | 410,117 | | David C. Parry (4) | 33,668 | — | — | 33,668 | | Alejandro Quiroz Centeno | 95,000 | 165,262 | — | 260,262 | | Livingston L. Satterthwaite (4) | 33,668 | — | — | 33,668 | | Paris Watts-Stanfield | 95,000 | 165,262 | — | 260,262 |
2025 Director Compensation
(1) Reflects the aggregate grant date fair value of the restricted stock units granted in 2025, 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, 2025, assuming no forfeitures. In addition to the 2025 annual stock award, Ms. Disher and Mr. Glastra each received a pro-rated award upon appointment to the Board. As of December 31, 2025, 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, 6,205; Mr. Buthman, 9,220; Mr. Christenson, 2,410; Ms. Disher, 1,075; Mr. Glastra, 1,075; Ms. Gunter, 2,410; Ms. Helmkamp, 2,185; Mr. Parry, 0; Mr. Quiroz Centeno, 3,225; Mr. Satterthwaite, 1,515; and Ms. Watts-Stanfield, 1,665. (2) Reflects matching gifts of up to $500 per year directed to Internal Revenue Code 501(c)(3) tax-exempt, non-profit organizations under the IDEX Corporation Matching Gift Program. (3) Ms. Disher and Mr. Glastra were appointed to the Board effective February 21, 2025. Messrs. Parry and Satterthwaite did not stand for re-election at the 2025 Annual Meeting of Stockholders and therefore did not receive an annual restricted stock unit grant in 2025.
What We Do
| √ | Annual Say-on-Pay Vote: We conduct an annual say-on-pay advisory vote. At our 2025 Annual Meeting of Stockholders, more than 88% of the votes cast on the say-on-pay proposal were in favor of the fiscal year 2024 compensation of our NEOs. | | √ | Clawback Policies: We maintain a clawback policy to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) as well as a broader policy that provides the Company the means to recoup awards, including time-based awards, due to financial restatement or certain improper conduct. | | √ | 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. | | √ | Independent Compensation Consultant: The Compensation Committee engages an independent compensation consultant, who does not provide any services to management. | | √ | Stock Ownership Guidelines: To further align the interests of management and our directors with our stockholders, we have stock ownership guidelines, which require our executive officers and directors to hold a multiple of their annual base compensation in Common Stock. | | √ | Limited Perquisites: We provide limited perquisites. | | √ | Mitigate Inappropriate Risk Taking: In addition to our clawback policies, stock ownership guidelines and prohibition of hedging and pledging, we structure our compensation programs so that they minimize inappropriate risk taking by our executive officers and other employees, including using multiple performance metrics and multi-year performance periods and capping payouts under our short-term incentive and performance share unit awards. |
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. | | × | Reprice Stock Options: Our long-term incentive plan prohibits the repricing of stock options and stock appreciation rights without prior stockholder approval. | | × | Fixed Term Employment Agreements: Employment of our executive officers is “at will” and may be terminated by either the Company or the employee at any time. | | × | Hedging and Pledging: Our insider trading policy prohibits all employees (including officers) and directors from hedging or pledging their economic interest in the Common Stock they hold. |
Performance Highlights and Impact on Incentive Compensation
| Key 2025 Performance Objectives | Incentives Support Performance Objectives | 2025 Incentive Plan Result* | | Profitable growth and operational excellence Customer commitments and price capture Strong cash flow management Growth in shareholder value and quarterly dividends Commitment to our culture, people and environmental stewardship | Management Incentive Compensation Plan Adjusted EBITDA (40%) Organic Sales Growth (40%) Cash Flow Conversion (20%) | Management Incentive Compensation Plan Payout of 99% of Target Adjusted EBITDA of $906.7M Organic sales growth of 1.4% Cash flow conversion of 103% | | Disciplined capital deployment | Long-Term Incentive Plan PSUs (50%) Stock Options (25%) Restricted Shares / RSUs (25%) | 2022 PSU Payout of 65% of Target 12% three-year TSR 41st percentile versus S&P 500 Share settled in February 2025 |
NEO Compensation Aligns with Company Performance
In 2025, our long-term incentives continued to represent the single largest component of our CEO’s and other NEOs’ targeted pay, representing approximately 70% 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 2025 incentive awards are directly tied to performance metrics that balance absolute and relative performance goals: adjusted EBITDA, organic sales growth, cash flow conversion, net income growth, and relative TSR. We believe these are the best measures of our financial success and support the creation of stockholder value.
2025 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 both absolute and relative performance, further aligning the interests of NEOs with stockholders. | PSUs vest based on continued service, the Company's adjusted organic net income growth performance against pre-determined performance goals, and relative TSR compared to companies in the S&P 500 Index over a cumulative three-year period. | | Long-Term Incentives --Restricted Stock/Restricted Stock Units | | Provides long-term compensation tied to the value of the Company's stock, and retention. | Stock/units cliff vest after three years. |
2025 Target Total Direct Compensation
2025 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 3.5%. This increase recognized his 2024 performance and tenure and maintained his target total direct compensation within the market median. Ms. Anderson received a 16% increase in target total direct compensation aligned with her performance, our compensation philosophy and to better position her 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. Ms. Unnikrishnan received a 6% target pay increase to maintain her competitive market position. 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 2025 Summary Compensation Table, please see the Pay Versus Performance section.
2025 Short-Term Incentives
2025 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 maintained his Individual Target Bonus Percentage at 125%. The Business Performance Factor (discussed in more detail below) is calculated based on measurable corporate quantitative objectives. The Business Performance Factor Components listed below for 2025 are the same as those used for 2024, with the exception of the removal of the Sustainability component and increasing the weighting of the cash flow conversion metric from 10% to 20%. 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. A number of the initiatives associated with the prior Sustainability metric remain a priority for the Company, and we are proud of the progress we’ve made in our sustainability efforts.
2025 Short-Term Incentives
| | 2025 MICP Weighting | | Business Performance Factor Components | | | Adjusted EBITDA | 40% | | Organic Sales Growth | 40% | | Adjusted Cash Flow Conversion | 20% | | Total | 100% |
2025 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. For 2025, the relative weightings and the performance against the quantitative measures resulted in a calculated Business Performance Factor of 99%, as shown in the table below.
2025 Short-Term Incentives
| MICP Objective | Threshold | Goal | Maximum | Actual* | Payout | MICP Weighting | Business Performance Factor | | Adjusted EBITDA | $858.7M | $933.3M | $982.1M | $906.7M | 66.0% | 40% | 26.4% | | Organic Sales Growth | (4.0)% | 1.0% | 4.0% | 1.4% | 110.8% | 40% | 44.3% | | Adjusted Cash Flow Conversion | 85% | 95% | 115% | 103% | 141.8% | 20% | 28.4% | | Total | | | | | | 100% | 99.1% |
2025 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, 2025. 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. The short-term incentive payments are included in the 2025 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column and summarized in the table below.
2025 Short-Term Incentives
| NEO | Base Salary Rate | Individual Target Bonus Percentage | Business Performance Factor | Actual 2025 Short- Term Incentive Award | | Eric D. Ashleman | 1,087,000 | 125% | 99% | 1,345,163 | | Lisa M. Anderson | 515,000 | 70% | 99% | 356,895 | | Roopa Unnikrishnan (1) | 455,500 | 60% | 99% | 270,567 | | Abhishek Khandelwal (1) | 613,200 | 75% | 99% | N/A | | Melissa Flores (1) | 457,600 | 65% | 99% | N/A |
2025 Short-Term Incentives
Mr. Khandelwal and Ms. Flores left the Company effective May 30, 2025, and December 19, 2025, respectively, and did not receive short-term incentive payments under the MICP for 2025. For Ms. Unnikrishnan, in light of her service through February 28, 2026, the Company paid Ms. Unnikrishnan an amount equivalent to her MICP award for the year, determined based on actual performance and applying the Business Performance Factor.
2025 Long-Term Incentive Awards
2025 Long-Term Incentive Awards Working with its independent compensation consultant, the Compensation Committee granted long-term incentive awards to the NEOs in early 2025. 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 2025, 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, as well as restricted stock/units. The target number of PSUs and restricted stock/units granted were determined by dividing the target award values (PSUs being 50% of the total LTI target and restricted stock/units being 25% 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 (25% 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, 2025. Restricted stock/units and PSUs receive dividend payments upon vesting. The addition of restricted stock/units and the new net income growth metric within the 2025 PSU grant (as described below), 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. 2025 CEO Awards. For 2025, the Board granted Mr. Ashleman an award based on the Compensation Committee’s strategy and recommendation, which reflect Mr. Ashleman’s four years of tenure in the CEO role and strong performance, and which resulted in a target LTI award positioned near the CEO market median (+3.5% increase in target LTI value versus 2024). 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 LTI awards for 2024 and 2025. 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.
2025 Long-Term Incentive Awards
| | 2024 | 2025 | | Target Value | $5,880,000 | $6,086,000 | | Reported Grant Value | $7,311,810 | $6,455,118 |
Objectives of Long-Term Incentive Vehicles
Objectives of Long-Term Incentive Vehicles The Compensation Committee believes that PSUs, stock options, and restricted stock/units all 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 and the Company's net income growth, as described below, as well as the stock price movement during the performance period. Stock options provide value only to the extent that the Company’s stock price appreciates above the stock price on the date of grant. Restricted stock/units provide an additional retention element and are aligned with prevalent market practice.
2025 PSU Design Features
2025 PSU Design Features 75% of each 2025 PSU award will vest based on the Company’s relative TSR measured against the TSR of companies in the S&P 500 Index over an approximate three-year performance 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 with respect to this portion of the award, 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 with respect to this portion of the award 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% for this portion of the PSU award. 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 2025 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, 25% of each 2025 PSU award will vest based on adjusted organic net income annual growth goals measured over the three-year performance period, with the vesting level ranging from 33% to 250% based on performance against the pre-established performance goals. The adjusted organic net income annual growth goals were established based on our strategic operating plan, considering prior year performance, expected growth rates and macroeconomic factors and were designed to be challenging but achievable with strong execution against our operating plan. In electing to include adjusted organic net income as a new measure in the 2025 PSUs, the Compensation Committee noted that the design will put greater emphasis on profitably growing our business and creating shareholder value by reinforcing the leadership behaviors associated with the Company’s growth strategy Cumulative dividend equivalent payments will be made at the end of the performance period based on the number of shares of Common Stock received by each executive in respect of the PSU awards. 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 2022 PSU Award
Payout of 2022 PSU Award The 2022 PSU award was granted on February 24, 2022, with a performance period ending on January 31, 2025, and resulted in a 65% payout based on 12% TSR, which placed the Company in the 41st percentile of companies in the S&P 500 Index. These shares settled in February 2025.
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 2025, 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 2025, nor any business or personal relationships that would impair F.W. Cook’s independence.
Setting Individual Executive Pay
Setting Individual Executive Pay The Compensation Committee formulates a recommendation of CEO pay based on the financial and operating performance of the Company, the Compensation Committee’s assessment of the CEO’s performance and a review of the market benchmarking data discussed below. The CEO pay recommendations put forth by the Compensation Committee are then reviewed and subject to approval by the Board. The pay packages for the other NEOs are set by the Compensation Committee after taking into consideration the recommendations of the CEO. Individual pay decisions are based on an assessment of the individual executive, utilizing the following criteria: 1. Contribution • Value to IDEX; short-and long-term • Individual contribution and impact to team performance 2. Market attractiveness • Supply-demand of role • Experience, background, track record 3. Replacement difficulty • Challenge of replacing the role with equivalent capability 4. Experience in role • Overall experience in current or similar role 5. Company Performance In determining the long-term incentive award value, the Compensation Committee reviews the Company’s performance relative to our peers against key performance indicators, including growth and returns and stock price performance The Compensation Committee has the latitude to adjust awards up and down relative to the executives’ target The Compensation Committee reviews pay 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 2025 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 2025 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 2024 with the Compensation Committee. Based on that review, for 2025 the Compensation Committee removed Roper Technologies, Inc. and added Fortive Corporation. The following peer group was used to evaluate 2025 executive compensation decisions:
Peer Companies
| Agilent Technologies, Inc. | ITT Corporation | | AMETEK, Inc. | Lincoln Electric Holdings, Inc. | | Bruker Corporation | Mettler-Toledo International Inc. | | Crane Co. | Nordson Corporation | | Donaldson Company, Inc. | Pentair Ltd. | | Dover Corporation | Revvity, Inc. | | Flowserve Corporation | Waters Corporation | | Fortive Corporation | Watts Water Technologies, Inc. | | Graco Inc. | Woodward, Inc. | | Ingersoll Rand Inc. | Xylem Inc. |
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. In connection with their departures, neither Mr. Khandelwal nor Ms. Flores received severance benefits. In connection with her position elimination, Ms. Unnikrishnan received severance benefits consistent with her offer letter as well as an amount equivalent to her 2025 MICP payout, twelve months of continued health benefits and six months of outplacement support. 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.”
Mr. Mahendra's Compensation
Mr. Mahendra's Compensation Mr. Mahendra received a compensation adjustment when he was promoted to the Company's executive leadership team as Vice President, Corporate Development and at the same time that he assumed the interim Chief Financial Officer role. Following such adjustment, Mr. Mahendra's 2025 total direct compensation consisted of an annual base salary of $425,000, an annual cash incentive target of 55% of annual base salary, and a long-term incentive target of $400,000. In recognition of his dual role and service as interim Chief Financial Officer, Mr. Mahendra received a one-time equity award of restricted stock, which is scheduled to cliff vest three years after the grant date subject to Mr. Mahendra's continued service with the Company, with a grant-date value of $500,000.
Stock Grant Practices
Stock Grant Practices For our stock option awards, the exercise price of the stock option award will be the closing price of Common Stock on the NYSE on the date of the grant. If the grant date for the annual awards falls on a weekend, the exercise price of stock option awards will be the closing price of Common Stock on the NYSE on the last trading day preceding the date of grant.
2025 Summary Compensation Table
2025 Summary Compensation Table The table below and related footnotes summarize the total compensation earned or paid to our NEOs in 2025, and, to the extent required by SEC disclosure rules, 2024 and 2023. All amounts are paid in U.S. Dollars.
2025 Summary Compensation Table
| Name and Principal Position (1) | Year | Salary ($) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) | | Eric D. Ashleman, | 2025 | 1,079,885 | — | 4,933,497 | 1,521,621 | 1,345,163 | 232,727 | 9,112,893 | | Chief Executive Officer and | 2024 | 1,040,385 | — | 4,371,623 | 2,940,187 | 787,500 | 231,773 | 9,371,468 | | President | 2023 | 992,308 | — | 3,243,595 | 2,374,761 | 828,000 | 320,212 | 7,758,876 | | Akhil Mahendra, | 2025 | 403,458 | — | 744,984 | 75,018 | 199,467 | 55,572 | 1,478,499 | | Interim Chief Financial Officer and Vice President, Corporate Development | | | | | | | | | | Lisa M. Anderson, | 2025 | 508,269 | — | 650,555 | 200,047 | 356,895 | 94,848 | 1,810,614 | | Senior Vice President, General Counsel, Chief | 2024 | 472,308 | — | 484,182 | 325,163 | 187,200 | 91,130 | 1,559,983 | | Administrative Officer, and Corporate Secretary | 2023 | 433,269 | — | 375,980 | 275,075 | 190,080 | 101,570 | 1,375,974 | | Roopa Unnikrishnan, | 2025 | 452,519 | — | 527,681 | 162,655 | 270,567 | 82,904 | 1,496,326 | | Former Senior Vice President, Chief Strategy | 2024 | 437,115 | — | 447,475 | 300,273 | 158,400 | 84,033 | 1,427,296 | | and Innovation Officer (6) | 2023 | 420,192 | — | 392,930 | 287,537 | 183,600 | 88,739 | 1,372,998 | | Abhishek Khandelwal, | 2025 | 267,242 | — | 1,095,587 | 337,697 | — | 64,012 | 1,764,538 | | Former Senior Vice President and | 2024 | 589,135 | — | 966,616 | 650,007 | 266,625 | 82,054 | 2,554,437 | | Chief Financial Officer (7) | 2023 | 55,288 | 300,000 | 1,000,129 | 1,000,253 | — | 5,671 | 2,361,341 | | Melissa S. Flores, | 2025 | 454,215 | — | 548,834 | 168,965 | — | 84,698 | 1,256,712 | | Former Senior Vice President and Chief | 2024 | 437,115 | — | 428,248 | 287,509 | 171,600 | 84,412 | 1,408,884 | | Human Resources Officer (7) | 2023 | 420,192 | — | 342,080 | 250,151 | 183,600 | 99,427 | 1,295,450 |
2025 Summary Compensation Table
(1) Mr. Mahendra was appointed Interim Chief Financial Officer and Vice President, Corporate Development effective May 30, 2025. Mr. Khandelwal resigned as Senior Vice President and Chief Financial Officer effective May 30, 2025. Ms. Flores resigned as Senior Vice President and Chief Human Resources Officer effective December 19, 2025. (2) Reflects the aggregate grant date fair value of restricted stock/units 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 2025, 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, 2025. The grant date fair value of the restricted stock/units is determined based on the closing stock price on the date of grant. For PSUs granted in 2025, 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 2025 based on the maximum level of performance is as follows: Mr. Ashleman, $8,529,986; Mr. Mahendra, $423,202; Ms. Anderson, $1,123,958; Ms. Unnikrishnan, $912,357; Mr. Khandelwal, $1,893,415; and Ms. Flores, $948,082. All shares of restricted stock are eligible for dividend payments when paid on Common Stock and, with respect to PSUs, cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period. Reflects the aggregate grant date fair value of stock options for the year indicated in accordance with FASB ASC Topic 718. For a discussion of assumptions made in the valuation of stock options granted in 2025, see Note 15 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Reflects the short-term bonus under the MICP. For Ms. Unnikrishnan, in light of her service through February 28, 2026, the Company paid Ms. Unnikrishnan an amount equivalent to her MICP award for the year. Consists of the following for 2025:
2025 Summary Compensation Table
| Name | Company Contributions to the IDEX Corporation Savings Plan, and Accrued SERP Benefits ($) | Automotive, Supplemental Disability ($) (a) | Total ($) | | Eric D. Ashleman | 202,990 | 29,737 | 232,727 | | Akhil Mahendra | 44,035 | 11,537 | 55,572 | | Lisa M. Anderson | 72,525 | 22,323 | 94,848 | | Roopa Unnikrishnan | 62,897 | 20,007 | 82,904 | | Abhishek Khandelwal | 55,556 | 8,456 | 64,012 | | Melissa Flores | 65,211 | 19,487 | 84,698 |
2025 Summary Compensation Table
(a) Consists of automotive and fuel allowance and supplemental disability premiums. (6) For Ms. Unnikrishnan, in light of her service through February 28, 2026, the Company paid Ms. Unnikrishnan an amount equivalent to her MICP award for the year, determined based on actual performance and applying the Business Performance Factor. Mr. Khandelwal and Ms. Flores left the Company during the year and forfeited their incentive compensation plan payments under the MICP and equity awards.
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table provides information on plan-based awards for all NEOs for 2025.
2025 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 or | All Other Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units (#) | Options (#) | Awards ($/Sh) (3) | Awards ($) (4) | | Eric D. Ashleman | 01/01/2025 | 135,875 | 1,358,750 | 2,717,500 | | | | | | | | | | 02/20/2025 | | | | 5,173 | 15,520 | 38,800 | | | | 3,411,994 | | | 02/20/2025 | | | | | | | 7,760 | | | 1,521,503 | | | 02/20/2025 | | | | | | | | 32,555 | 196.07 | 1,521,621 | | Akhil Mahendra | 01/01/2025 | 23,375 | 233,750 | 467,500 | | | | | | | | | | 02/20/2025 | | | | 257 | 770 | 1,925 | | | | 169,281 | | | 02/20/2025 | | | | | | | 385 | | | 75,487 | | | 02/20/2025 | | | | | | | | 1,605 | 196.07 | 75,018 | | | 05/30/2025 | | | | | | | 2,765 | | | 500,216 | | Lisa M. Anderson | 01/01/2025 | 36,050 | 360,500 | 721,000 | | | | | | | | | | 02/20/2025 | | | | 682 | 2,045 | 5,113 | | | | 449,583 | | | 02/20/2025 | | | | | | | 1,025 | | | 200,972 | | | 02/20/2025 | | | | | | | | 4,280 | 196.07 | 200,047 | | Roopa Unnikrishnan (5) | 01/01/2025 | 27,330 | 273,300 | 546,600 | | | | | | | | | | 02/20/2025 | | | | 553 | 1,660 | 4,150 | | | | 364,943 | | | 02/20/2025 | | | | | | | 830 | | | 162,738 | | | 02/20/2025 | | | | | | | | 3,480 | 196.07 | 162,655 | | Abhishek Khandelwal (6) | 01/01/2025 | 45,990 | 459,900 | 919,800 | | | | | | | | | | 02/20/2025 | | | | 1,148 | 3,445 | 8,613 | | | | 757,366 | | | 02/20/2025 | | | | | | | 1,725 | | | 338,221 | | | 02/20/2025 | | | | | | | | 7,225 | 196.07 | 337,697 | | Melissa S. Flores (6) | 01/01/2025 | 29,744 | 297,440 | 594,880 | | | | | | | | | | 02/20/2025 | | | | 575 | 1,725 | 4,313 | | | | 379,233 | | | 02/20/2025 | | | | | | | 865 | | | 169,601 | | | 02/20/2025 | | | | | | | | 3,615 | 196.07 | 168,965 |
2025 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 10% for threshold performance with respect to only one of the performance goals, 100% for target and 200% for maximum. See “Short-Term Incentives” under “Compensation Discussion and Analysis — 2025 Executive Compensation Program.” The amounts actually earned by the NEOs are reflected in the Non-Equity Incentive Plan Compensation column in the 2025 Summary Compensation Table. (2) Reflects the range of the number of shares of Common Stock that could be issued pertaining to the PSUs awarded in 2025 under the Incentive Award Plan (IAP). The target number of PSUs is used to determine the grant date fair value for this award. (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. Represents the grant date fair value of restricted stock/units, 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, 2025. 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 2025 based on the maximum level of performance is as follows: Mr. Ashleman, $8,529,986; Mr. Mahendra, $423,202; Ms. Anderson, $1,123,958; Ms. Unnikrishnan, $912,357; Mr. Khandelwal, $1,893,415; and Ms. Flores, $948,082. All restricted stock/units are eligible for dividend payments when paid on Common Stock, subject to vesting of the underlying share, 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. For Ms. Unnikrishnan, in light of her service through February 28, 2026, the Company paid Ms. Unnikrishnan an amount equivalent to her MICP award for the year, determined based on actual performance and applying the Business Performance Factor. (6) Mr. Khandelwal and Ms. Flores forfeited their 2025 MICP payments and 2025 LTI awards in connection with their resignations.
Narrative to 2025 Grants of Plan-Based Awards Table
Narrative to 2025 Grants of Plan-Based Awards Table Stock options awarded to the NEOs in 2025 had the following characteristics: • all are nonqualified stock options; • all have an exercise price equal to the closing price of Common Stock on the grant date; • all vest annually in equal amounts over a four-year period based on the NEO’s continued service; • all vest upon retirement if retirement eligible (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 • all expire 10 years after the date of grant. PSUs awarded to the NEOs in 2025 had the following characteristics: • all have an approximate three-year performance period with vesting based on relative TSR, net income growth, and the NEO’s continued service; • 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, and the Company's performance against the net income growth metric; • cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period; and • shares delivered upon vesting are subject to a one-year holding requirement. Restricted stock / restricted stock units awarded to the NEOs in 2025 had the following characteristics: • all awards cliff-vest three years after the grant date based on continued service; • all awards vest upon retirement if the NEO is retirement eligible (defined as at least age 50, minimum of five years of service, and the NEO's age plus years of service equals 70); and all awards receive dividend payments upon vesting.
Outstanding Equity Awards at 2025 Fiscal Year End
Outstanding Equity Awards at 2025 Fiscal Year End The following table provides information on all PSU, restricted stock/units and stock option awards held by the NEOs as of December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options | | Option Exercise | Option Expiration | Number of Shares of Stock | Market Value of Shares of Stock | Equity Incentive Plan Awards: Number of Unearned Shares, Units or | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or | | Name | Exercisable (#) (1) | Unexercisable (#) (1) | Price ($) | Date | that Have Not Vested (#) (2) | that Have Not Vested ($) (3) | Other Rights That Have Not Vested (#) (4) | Other Rights That Have Not Vested ($) (4) | | Eric D. Ashleman | 15,385 | - | 93.27 | 02/22/2027 | 7,760 | 1,380,814 | 3,097 | 551,080 | | | 18,710 | - | 138.12 | 02/22/2028 | | | | | | | 20,615 | - | 144.85 | 03/01/2029 | | | | | | | 25,490 | - | 173.35 | 02/21/2030 | | | | | | | 47,955 | - | 197.11 | 02/25/2031 | | | | | | | 37,016 | 12,339 | 188.99 | 02/24/2032 | | | | | | | 19,533 | 19,532 | 225.69 | 02/23/2033 | | | | | | | 11,518 | 34,552 | 235.13 | 02/22/2034 | | | | | | | - | 32,555 | 196.07 | 02/20/2035 | | | | | | Akhil Mahendra | 396 | 1,189 | 235.13 | 02/22/2034 | 4,432 | 788,630 | 154 | 27,403 | | | - | 1,605 | 196.07 | 02/20/2035 | | | | | | Lisa M. Anderson | 385 | - | 93.27 | 02/22/2027 | 1,025 | 182,389 | 408 | 72,600 | | | 825 | - | 138.12 | 02/22/2028 | | | | | | | 935 | - | 144.85 | 03/01/2029 | | | | | | | 1,540 | - | 173.35 | 02/21/2030 | | | | | | | 2,075 | - | 197.11 | 02/25/2031 | | | | | | | 4,515 | 1,505 | 188.99 | 02/24/2032 | | | | | | | 2,263 | 2,262 | 225.69 | 02/23/2033 | | | | | | | 1,274 | 3,821 | 235.13 | 02/22/2034 | | | | | | | - | 4,280 | 196.07 | 02/20/2035 | | | | | | Roopa Unnikrishnan | 3,439 | 1,146 | 198.47 | 03/21/2032 | 830 | 147,690 | 332 | 59,076 | | | 2,365 | 2,365 | 225.69 | 02/23/2033 | | | | | | | 1,176 | 3,529 | 235.13 | 02/22/2034 | | | | | | | - | 3,480 | 196.07 | 02/20/2035 | | | | | | Melissa S. Flores | 820 | - | 74.74 | 02/19/2026 | - | - | - | - | | | 1,565 | - | 93.27 | 03/19/2026 | | | | | | | 1,065 | - | 138.12 | 03/19/2026 | | | | | | | 865 | - | 144.85 | 03/19/2026 | | | | | | | 1,555 | - | 173.35 | 03/19/2026 | | | | | | | 4,215 | - | 197.11 | 03/19/2026 | | | | | | | 4,065 | - | 188.99 | 03/19/2026 | | | | | | | 2,058 | - | 225.69 | 03/19/2026 | | | | | | | 1,126 | - | 235.13 | 03/19/2026 | | | | |
Outstanding Equity Awards at 2025 Fiscal Year End
All options expire on the 10th anniversary of the grant date, subject to earlier expiration upon a termination, 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. All outstanding restricted stock/units vest on the 3rd anniversary of the grant date. All outstanding restricted stock/units vest on February 20, 2028, other than 852 restricted shares granted to Mr. Mahendra on June 5, 2023, which vest on June 5, 2026; 430 restricted shares granted to Mr. Mahendra on February 22, 2024, which vest on February 22, 2027; and 2,765 restricted shares granted to Mr. Mahendra on May 30, 2025, which vest on May 30, 2028. (3) Determined based on the closing price of the Company’s Common Stock on December 31, 2025 of $177.94. (4) Represents the number and value of outstanding PSU awards based on performance as of December 31, 2025, as set forth in the following table. Actual number of shares delivered upon vesting will be based on performance through January 31, 2026, for the PSU award granted in 2023; performance through January 31, 2027, for the PSU award granted in 2024; and performance through January 31, 2028, for the PSU award granted in 2025. The 2023 PSU awards are disclosed at 0% of the target; the 2024 PSU awards are disclosed at 0% of the target; and the 2025 PSU awards are disclosed at 20% of the target, all based on performance through December 31, 2025, and at a closing price of $177.94 on December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year End
| | Grant Date | Number of PSUs at Target (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Vesting | | Eric D. Ashleman | 02/23/2023 | 10,525 | — | Award vests on 01/31/2026 | | | 02/22/2024 | 12,505 | — | Award vests on 01/31/2027 | | | 02/20/2025 | 15,520 | 551,080 | Award vests on 01/31/2028 | | Akhil Mahendra | 02/20/2025 | 770 | 27,403 | Award vests on 01/31/2028 | | Lisa M. Anderson | 02/23/2023 | 1,220 | — | Award vests on 01/31/2026 | | | 02/22/2024 | 1,385 | — | Award vests on 01/31/2027 | | | 02/20/2025 | 2,045 | 72,600 | Award vests on 01/31/2028 | | Roopa Unnikrishnan | 02/23/2023 | 1,275 | — | Award vests on 01/31/2026 | | | 02/22/2024 | 1,280 | — | Award vests on 01/31/2027 | | | 02/20/2025 | 1,660 | 59,076 | Award vests on 01/31/2028 |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table provides information on stock option exercises and stock vesting for all NEOs in 2025.
2025 Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Eric D. Ashleman | 7,053 | 1,385,562 | | Akhil Mahendra | 853 | 154,299 | | Lisa M. Anderson | 862 | 169,340 | | Roopa Unnikrishnan | 657 | 129,068 | | Abhishek Khandelwal | - | - | | Melissa S. Flores | 777 | 152,642 |
2025 Option Exercises and Stock Vested
(1) Calculated based on the closing price of Common Stock on the release date. For 2022 PSUs vesting on January 31, 2025, after the end of the performance period with a release price of $196.45 and a multiplier of 65% due to IDEX’s TSR performance at the 41st percentile as compared to companies in the S&P 500 Index, Mr. Ashleman had 7,053 shares vest, Ms. Anderson had 862 shares vest, Ms. Unnikrishnan had 657 shares vest, and Ms. Flores had 777 shares vest. Mr. Mahendra had 853 restricted shares vest on June 5, 2025, with a release price of $180.89.
Nonqualified Deferred Compensation at 2025 Fiscal Year End
Nonqualified Deferred Compensation at 2025 Fiscal Year End The Supplemental Executive Retirement and Deferred Compensation Plan (SERP) is an unfunded, nonqualified plan designed to provide supplemental executive retirement benefits. The following table provides information related to the benefits payable to each NEO under the SERP, which is the Company’s only defined contribution nonqualified deferred compensation plan:
Nonqualified Deferred Compensation at 2025 Fiscal Year End
| Name | Executive Contributions in Last Fiscal Year ($) (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 | - | 176,163 | 392,801 | 7,367 | 3,010,349 | | Akhil Mahendra | - | 19,431 | 596 | - | 25,386 | | Lisa M. Anderson | - | 45,525 | 10,008 | 1,334 | 236,102 | | Roopa Unnikrishnan | - | 36,647 | 5,492 | 4,649 | 132,006 | | Abhishek Khandelwal | - | 28,556 | 11,799 | 76,053 | - | | Melissa Flores | - | 38,211 | 10,933 | 1,104 | 252,303 |
Nonqualified Deferred Compensation at 2025 Fiscal Year End
(1) None of the NEOs contributed to the SERP in 2025. (2) Amounts are reflected in All Other Compensation column of the “2025 Summary Compensation Table.” (3) None of the amounts reported in this column are reported in the “2025 Summary Compensation Table” because the Company does not pay guaranteed, above-market or preferential earnings on deferred compensation under the SERP. The following amounts have been previously reported as “All Other Compensation” in the Summary Compensation Table for prior years: Mr. Ashleman, $1,396,685; Ms. Anderson, $132,594; Ms. Unnikrishnan, $85,433; Mr. Khandelwal, $35,719; and Ms. Flores, $117,249.
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 2025 Summary Compensation Table. The annual total compensation of the CEO is $9,112,893. The median of the annual total compensation of all employees, except the CEO is $75,575. The pay ratio is 121:1.
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 | Compensation Actually Paid | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment Based On: (4) | | | | | Year (1) | for Eric D. Ashleman (PEO) ($) (2) | to Eric D. Ashleman (PEO) ($) (3) | Table Total for Non-PEO NEOs ($) (2) | Actually Paid to Non-PEO NEOs ($) (3) | TSR ($) | Peer Group TSR ($) (5) | Net Income ($000,000) | Adjusted EBITDA ($000,000) (6) | | 2025 | 9,112,893 | 3,042,222 | 1,561,338 | 815,480 | 95 | 191 | 483.2 | 925.9 | | 2024 | 9,371,468 | 2,773,408 | 1,737,650 | 1,021,356 | 110 | 170 | 505.0 | 874.3 | | 2023 | 7,758,876 | 2,066,071 | 1,848,761 | 655,908 | 113 | 149 | 596.1 | 899.6 | | 2022 | 7,495,227 | 11,439,171 | 2,396,496 | 2,058,991 | 117 | 114 | 586.9 | 884.2 | | 2021 | 6,719,772 | 9,849,418 | 1,743,998 | 2,463,917 | 120 | 128 | 449.4 | 765.4 |
Pay Versus Performance
(1) The Principal Executive Officer (PEO) and NEOs for the applicable years were as follows: • 2025: Mr Ashleman served as the PEO for the entirety of 2025. The Company's other NEOs for 2025 were: Lisa M. Anderson; Roopa Unnikrishnan; Akhil Mahendra; Abhishek Khandelwal; and Melissa S. Flores. • 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. • 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. • 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. • 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. (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 Mr. Ashleman 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. (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 Mr. Ashleman and for the average of the other NEOs is set forth following the footnotes to this table. (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020. Historic stock price performance is not necessarily indicative of future stock price 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, 2025). 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 2025 incentive program design. This measure is used to determine the payout of 40% of the 2025 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, 2025. 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 | | 12/31/2020 12/31/2021 | 12/31/2021 12/31/2022 | 12/31/2022 12/31/2023 | 12/31/2023 12/31/2024 | 12/31/2024 12/31/2025 | | Fiscal Year | | 2021 | 2022 | 2023 | 2024 | 2025 | | SCT Total | | $6,719,772 | $7,495,227 | $7,758,876 | $9,371,468 | $9,112,893 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(4,174,035) | $(4,598,330) | $(5,618,356) | $(7,311,810) | $(6,455,118) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $6,194,944 | $8,424,336 | $4,453,992 | $4,611,397 | $4,811,325 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,050,803 | $865,977 | $(4,529,994) | $(4,070,069) | $(4,125,493) | | + | 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 | $21,243 | $(916,830) | $(93,950) | $120,488 | $(324,509) | | - | 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 | $36,691 | $168,791 | $95,503 | $51,934 | $23,124 | | | Compensation Actually Paid | $9,849,418 | $11,439,171 | $2,066,071 | $2,773,408 | $3,042,222 |
Pay Versus Performance
| | | Non-PEO NEOs | | | | | | Prior FYE | | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | | Current FYE | | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 | | Fiscal Year | | 2021 | 2022 | 2023 | 2024 | 2025 | | SCT Total | | $1,743,998 | $2,396,496 | $1,848,761 | $1,737,650 | $1,561,338 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $(727,995) | $(1,537,000) | $(1,045,073) | $(972,368) | $(902,405) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,080,430 | $1,212,682 | $763,785 | $613,175 | $696,470 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $359,737 | $166,194 | $(242,297) | $(366,958) | $(483,062) | | + | 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 | $(2,016) | $(209,489) | $(10,109) | $2,171 | $(67,865) | | - | 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 | $(665,779) | $0 | $0 | | + | Value of Dividends Earned on Stock Awards in the Covered Fiscal Year, Prior to Vesting | $9,763 | $30,108 | $6,620 | $7,686 | $11,004 | | | Compensation Actually Paid | $2,463,917 | $2,058,991 | $655,908 | $1,021,356 | $815,480 |