UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

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  ☐         Preliminary Proxy Statement
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  ☒ Definitive Proxy Statement
  ☐ Definitive Additional Materials
  ☐ Soliciting Material Pursuant to§240.14a-12

 

IDEX Corporation

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

 

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LOGO

1925 West Field Court,3100 Sanders Road, Suite 200301

Lake Forest,Northbrook, IL 6004560062

March 16, 201823, 2021

Dear Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of IDEX Corporation (the Company), in a virtual format only via the Internet, which will be held on Wednesday, April 25, 2018,May 12, 2021, at 9:00 a.m. Central Time, atTime. In order to attend the Lincolnshire Marriott Resort, Ten Marriott Drive, Lincolnshire, Illinois 60069.Annual Meeting, vote during the Annual Meeting and submit questions, stockholders must go to http://www.virtualshareholdermeeting.com/IEX2021 and enter the 16-digit control number found in their proxy materials.

The meeting will be held virtually due to the continuing public health impact of the COVID-19 pandemic and to support the health and well-being of IDEX management and stockholders. The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the 20182021 Annual Meeting, including the nominees for election as directors.of directors named in this proxy statement.

As we did last year, we have elected toWe will provide access to our proxy materials and 20172020 Annual Report on the Internet and are mailing paper copies only to those stockholders who have requested them. For further details, please refer to the section entitled Summary beginning on page 1 of the proxy statement.

Whether or not you plan to attend the 20182021 Annual Meeting, it is important that your shares be represented. Please vote via telephone, the Internet or proxy card. If you own shares through a bank, broker or other nominee, please execute your vote by following the instructions provided by such nominee.

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

Sincerely,

LOGO

LOGO

ANDREW K. SILVERNAILWILLIAM M. COOK

Chairman of the Board President and

Chief Executive Officer

LOGO

NOTICE OF 20182021 ANNUAL MEETING OF STOCKHOLDERS

 

Date and Time 

Wednesday,April 25, 2018 May 12, 2021, at 9:00 a.m. Central Time

 

Place 

Lincolnshire Marriott Resort, Ten Marriott Drive, Lincolnshire, Illinois 60069Go to http://www.virtualshareholdermeeting.com/IEX2021 and enter the 16-digit control number found in your proxy materials

 

Agenda 

1.  Election of the three members of the IDEX Board of Directors named in this proxy, each for a term of three years

 

 

2.  Advisory vote to approve named executive officer compensation

 

 

3.  Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 20182021

 

 

4.  To transact such other business as may properly come before the 20182021 Annual Meeting or any adjournment or postponement thereof

 

Voting Recommendations 

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

 

 

1.  “FOR” all the director nominees

 

 

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

 

 

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

 

Proxy Voting 

Your vote is important. You can vote your shares by Internet, by telephone, or by mail. Instructions for each of these methods and the control number that you will need are provided on the proxy card. If your shares are held in “street name” in a stock brokerage account, or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the 20182021 Annual Meeting.

 

March 16, 201823, 2021 

By Order of the Board of Directors,

 

LOGO

 

DENISE R. CADE

Senior Vice President, General Counsel and

Corporate Secretary

 

 

Important Notice Regarding the Availability of Proxy Materials for the 20182021 Annual Meeting

The Proxy Statement and 20172020 Annual Report are available online at:

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

 

TABLE OF CONTENTS

 

   Page

SUMMARY

   1 

PROPOSAL 1 — ELECTION OF DIRECTORS

   5 

2021 Director Nominees

8

Other Incumbent Directors

10

CORPORATE GOVERNANCE

   1215 

Framework for Corporate Governance

   1215 

Corporate Governance Guidelines and Code of Business Conduct and Ethics

   1215 

Director Independence

   1215 

Director Nominations

   1215

Board Refreshment and Retirement Policy

16 

Board Leadership Structure

   1316 

Board’s Role in Risk Oversight

   1417 

Executive OfficersBoard and Committee Assessment Process

   1418

Board’s Engagement with Management

18

Board’s Role in Talent Development, Strategic Planning and DEI

18

Director Onboarding and Education

18 

Investor Outreach

   1419

Corporate Social Responsibility

19 

Communications with Our Board

   1419

Recent Amendments to our Bylaws

19 

BOARD COMMITTEES

   1420 

Audit Committee

   1520 

Compensation Committee

   1621 

Nominating and Corporate Governance Committee

   1722 

COMPENSATION OF DIRECTORS

   1724 

Equity Grants

   1824 

Directors Deferred Compensation Plan

   1825 

Stock Ownership Guideline

   1925 

20172020 Director Compensation

   1926 

Directors’ Outstanding Equity Awards at 20172020 Fiscal Year End

   2027 

SECURITY OWNERSHIP

   2128 

EXECUTIVE COMPENSATION

   2430 

Compensation Discussion and Analysis

   2430 

20172020 Executive Compensation Program

   2935 

Setting Executive Compensation

   3341 

Other Compensation Components

   3643 

Other Executive Compensation Matters

   3644 

Risk Assessment

   3846 

Compensation Committee Report

   3846 

20172020 Summary Compensation Table

   3947 

Narrative to 20172020 Summary Compensation Table

   4149 

20172020 Grants of Plan-Based Awards

   4250 

Narrative to 20172020 Grants of Plan-Based Awards Table

   4250 

Outstanding Equity Awards at 20172020 Fiscal Year End

   4452 

20172020 Option Exercises and Stock Vested

   4653

Pension Benefits at 2020 Fiscal Year End

54 

Nonqualified Deferred Compensation at 20172020 Fiscal Year End

   4655 

Narrative to Nonqualified Deferred Compensation at 20172020 Fiscal Year End Table

   4755 

Potential Payments upon Termination or Change in Control

   4756 

CEO and Median Employee Pay Ratio

   5460 

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

   5561 

AUDIT COMMITTEE REPORT

   5662 

PRINCIPAL ACCOUNTANT FEES AND SERVICES

   5763 

Pre-Approval Policies and Procedures

   5763 

PROPOSAL 3 — APPROVAL OF AUDITORS

   58

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

5964 

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 20192022 ANNUAL MEETING OF STOCKHOLDERS

   5965 

OTHER BUSINESS

   5965 

 

i

LOGO

SUMMARY

IDEX Corporation (the Company or IDEX) has prepared this proxy statement (Proxy Statement) in connection with the solicitation by the Company’s Board of Directors (the Board) of proxies for the Annual Meeting of Stockholders to be held virtually on Wednesday, April 25, 2018,May 12, 2021, at 9:00 a.m. Central Time at the Lincolnshire Marriott Resort, Ten Marriott Drive, Lincolnshire, Illinois 60069 (the Annual Meeting). In order to attend the Annual Meeting, vote during the Annual Meeting and submit questions, stockholders must go to http://www.virtualshareholdermeeting.com/IEX2021 and enter the 16-digit control number found in their proxy materials. The meeting webcast will begin promptly at 9:00 a.m., Central Time, on May 12, 2021. We encourage you to access the webcast prior to the scheduled start time of the Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting, please call the technical support number that will be posted on the virtual shareholder meeting log in page. The Company commenced distribution of, or otherwise made available, this Proxy Statement and the accompanying materials on March 16, 2018.23, 2021.

Who is entitled to vote at the Annual Meeting?

You are entitled to vote if you owned shares of IDEX’s common stock, par value $0.01 per share (Common Stock) as of the close of business on March 2, 2018,15, 2021, the record date of the Annual Meeting. On the record date, a total of 76,594,53775,920,203 shares of Common Stock were outstanding. Each share of Common Stock entitles its holder of record to one vote on each matter upon which votes are taken at the Annual Meeting. There is no cumulative voting. No other securities are entitled to be voted at the Annual Meeting.

How do I vote?

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

 

By Internet

 

By Telephone

 

By Mail

 In Person

Virtually

www.proxyvote.com

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

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

 

1-800-690-6903

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

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

 

Mark, sign and date

your proxy card and

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

 

In order to vote during the Annual Meeting you must go to http://www.virtualshareholder
meeting.com/IEX2021 and enter the 16-digit control number found in your proxy materials. If you decide to attend

the Annual Meeting,

you will be able to vote

in person, using the link above, even if you

have previously voted

by Internet, telephone or mail.



If you vote by telephone or over the Internet, you should not mail your proxy card. If your completed proxy card or telephone or Internet voting instructions are received prior to the Annual Meeting, your shares will be voted in accordance with your voting instructions.

If your shares are held in “street name” (that is, they are held in the name of a broker, financial institution or other nominee), you will receive instructions with your materials that you must follow in order to have your shares voted.

Please review your voting instruction form to determine whether you will be able to vote by telephone or over the Internet.



Will I be able to ask questions at the Annual Meeting?

1We are committed to ensuring that stockholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Our directors and members of our management team will join the virtual meeting and be available for questions, and we are committed to answering all relevant questions we receive during the meeting. Stockholders may submit questions during the meeting through the virtual meeting platform at http://www.virtualshareholdermeeting.com/IEX2021 and enter the 16-digit control number found in their proxy materials. We will address as many questions during the meeting as time permits, but if there are any questions that cannot be addressed due to time constraints or for any other reason, we will post answers to such questions on our website following the meeting. If we receive substantially similar questions, we may group them together and provide a single response to avoid repetition. Only questions that are relevant to the purpose of the Annual Meeting or our business will be answered.

What is a quorum for the Annual Meeting?

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

The election inspectors will treat directions to withhold authority, abstentions and brokernon-votes (which occur when a broker or other nominee holding shares for a beneficial owner does not vote on a particular proposal because such broker or other nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner) as present and entitled to vote for purposes of determining the presence of a quorum for the transaction of business at the Annual Meeting.



What are the voting requirements?

 

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

Election of Directors

 “Plurality Plus” Standard

A nominee for director will be elected if the votes cast for such nominee exceed the votes cast against such nominee

 No effect No effect

Advisory Vote on Executive

Compensation

 The affirmative vote of a majority of shares present in personat the Annual Meeting or represented by proxy and entitled to vote on the matter No effect “Against”
Ratification of Auditors The affirmative vote of a majority of shares present in personat the Annual Meeting or represented by proxy and entitled to vote on the matter No effect

Brokers have discretion to vote

 “Against”

What is the “Plurality Plus” Standard?happens if a nominee does not receive a majority vote in an uncontested election?

The Company’s Corporate Governance Guidelines provide for a Plurality Plus Standardmajority vote with respect to the election of directors. Any nominee who receives a greater number of withholdagainst votes than affirmative votes in an uncontested election is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee of the Board within 90 days from the date of election.

The Nominating and Corporate Governance Committee must then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to the offer of resignation.



2

How does the Board recommend that I vote?

The Board recommends that you vote:

1. FOR the election of each of the Company’s nominees named in this proxy as directors.

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

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

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

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



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

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

 

1.

Mailing a new proxy card with a later date.

2.

Casting a new vote on the Internet or by telephone.

3.

Sending a written notice of revocation addressed to Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary, IDEX Corporation, 1925 West Field Court,3100 Sanders Road, Suite 200, Lake Forest, Illinois 60045.301, Northbrook, IL 60062.

4.

Voting in personvirtually at the Annual Meeting.Meeting at http://www.virtualshareholdermeeting.com/IEX2021 and enter the 16-digit control number found in your proxy materials.

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

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

The Company will bear the costs of preparing and mailing this Proxy Statement and other costs of the proxy solicitation made by the Board. Certain of the Company’s officers and employees may solicit the submission of proxies authorizing the voting of shares in accordance with the Board’s recommendations, but no additional remuneration will be paid by the Company for the solicitation of those proxies. Any such solicitations may be made by personal interview, telephone, email or facsimile transmission.

The Company has made arrangements with brokerage firms and other record holders of its Common Stock to forward proxy solicitation materials to the beneficial owners of such Common Stock. The Company will reimburse those brokerage firms and others for their reasonableout-of-pocket expenses in connection with this work.

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



3

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

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

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

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



4

PROPOSALS TO BE VOTED ON AT THE 20182021 ANNUAL MEETING

PROPOSAL 1 — ELECTION OF DIRECTORS

The Company’s Restated Certificate of Incorporation, as amended, provides for a three-class Board of Directors, with one class being elected each year for a term of three years. The Board currently consists of nineeleven members, threefour of whom are Class II directors whose terms will expire at this year’s Annual Meeting, three of whom are Class III directors whose terms will expire at the Annual Meeting to be held in 2019,2022, and threefour of whom are Class I directors whose terms will expire at the Annual Meeting to be held in 2020.2023.

Overview of IDEX Board of Directors

Our Directors Exhibit:

High integrity

Loyalty to the Company and commitment to its success

Proven record of success

Knowledge of corporate governance and practices

Our Directors Bring to the Boardroom:

High level of leadership experience

Board Composition

Independent Directors: 8 of 9

Average IDEX Board Tenure: 5.1 years

Average Age: 57

Diversity of gender, race or ethnicity: 2 of 9

Specialized industry expertise

Financial expertise

Extensive knowledge of the Company

Set forth belowCynthia J. Warner, a Class II director since 2013, is a summaryretiring from the Board immediately following this year’s Annual Meeting and will not stand for reelection at the Annual Meeting. Accordingly, the size of the Board’s collective qualifications, experiencesBoard will be reduced to ten members following the Annual Meeting. The Company is grateful to Ms. Warner for her invaluable insights and backgrounds.

LOGO

5contributions during her Board service, including her leadership as Chair of the Nominating and Corporate Governance Committee.

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. Ten out of our 11 current directors are independent, the average tenure of our directors is 5.7 years, and the average age of our directors is 59.6 years old. The matrix below illustrates the diverse set of skills, knowledge, experiences, backgrounds and personal attributes represented on our Board.

   

CLASS I DIRECTORS

 

CLASS II DIRECTORS

 

CLASS III DIRECTORS

Experience, Skill or Attribute

 

Ashleman  

 

Beck  

 

Christenson  

 

Helmkamp  

 

Buthman  

 

Cook  

 

Gunter  

 

Warner  

 

Mrozek  

 

Parry  

 

Satterthwaite  

Leadership, Strategy and Operations:

Deep senior leadership experience with the following:

Decentralized/diversified business

 

x

 

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

 

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

 

x

  

ESG/corporate social responsibility experience

   

x

     

x

     

x

     

x

Financial:

High level of financial literacy

 

x

 

x

 

x

 

x

 

x

 

x

 

x

 

x

 

x

 

x

 

x

“Audit Committee Financial Expert”

 

x

 

x

 

x

 

x

 

x

 

x

   

x

 

x

    

Board Tenure:

Years

 

.3

 

3.2

 

1.9

 

5.5

 

4.11

 

12.11

 

.2

 

8.1

 

10.8

 

8.3

 

9.11

Demographic Information:

Gender

Male

 

x

 

x

 

x

   

x

 

x

     

x

 

x

 

x

Female

       

x

     

x

 

x

      

Age (Years Old)

 

54

 

55

 

61

 

55

 

60

 

67

 

48

 

62

 

67

 

67

 

60

Nationality

American

 

x

 

x

 

x

 

x

 

x

 

x

 

x

 

x

 

x

 

x

 

x

British

                   

x

  

Race/Ethnicity

Hispanic or Latino

                      

White

 

x

 

x

 

x

 

x

 

x

 

x

   

x

 

x

 

x

 

x

Asian

                      

Black or African American

             

x

        

Native Hawaiian or Other Pacific Islander

                      

American Indian or Alaska Native

                      

Two or more races

                      

Openly LGBTQ

                      

The Board has nominated three individuals for election as Class II directors to serve for a three-year term expiring at the Annual Meeting to be held in 2021,2024, or upon the election and qualification of their successors. The nominees of the Board are William M. Cook, Cynthia J. Warner and Mark A. Buthman and Lakecia N. Gunter, each of whom is currently serving as a director of the Company. Ms. Gunter was recommended by a third-party search firm the Nominating and Corporate Governance Committee retained at the expense of the Company.

The nominees and the other incumbent directors serving in Class I and Class III whose terms expire in future years and who will continue to serve after the Annual Meeting are listed below, with brief statements setting forth their present principal occupations and other information, including any directorships in other public companies, and their particular experiences, qualifications, attributes and skills that 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.

6

  

 

Our Board of Directors recommends that you vote

FOR the election of each of the 20182021 Class II director nominees

 

  

20182021 DIRECTOR NOMINEES

 

LOGOLOGO

Mr. Cook is ourwas appointed Non-Executive Chairman of the Board of the Company in December 2020. Prior to that since April 2015, Mr. Cook served as Lead Director.Director of the Company. He served as Executive Chairman of the Board of Donaldson Company, Inc. from prior2015 to 2009 to April 2016. Mr. Cook retired as the Chairman, President and Chief Executive Officer of Donaldson in April 2015, having served since prior2005; and was President and Chief Executive Officer from 2004 to 2009.2005.

Mr. Cook’s strong business, financial and organizational leadership skills and his relevant global experience in leading technology industries led to the conclusion that he should serve on the Board of Directors. Throughout his35-year career at Donaldson, a technology-driven global company that designs and manufactures innovative filtration systems designed to remove contaminants from air and liquids,their replacement parts, Mr. Cook served in several senior executive positions in the U.S. and was electedEurope, including as a director in 2004.Chief Financial Officer and Senior Vice President, International.

William M. Cook Age: 67 Director since April 2008 Independent Committees: Audit

Mr. Cook received a bachelor of science degree in business administrationmanagement and a master of business administration degree from Virginia Polytechnic Institute and State University.

Mr. Cook is non-executive chairman of the board of Neenah, Inc. and a director of Neenah Paper, Inc.Axalta Coating Systems, Ltd.

 

 

 

LOGO

Ms. Warner has been Executive Vice President, Operations for Andeavor (formerly known as Tesoro Corporation) since August 2016. Prior to that, Ms. Warner served as Andeavor’s Executive Vice President, Strategy and Business Development, since October 2014. From 2012 to 2014, Ms. Warner was Chairman and Chief Executive Officer of Sapphire Energy, Inc. From 2009 to 2011, Ms. Warner was Chairman and President of Sapphire Energy. Prior to 2009, Ms. Warner was Group Vice President, Global Refining, at BP plc.

Ms. Warner’s operating leadership skills, international experience and extensive experience in the energy, refining and transportation industries led to the conclusion that she should serve on the Board of Directors. During her 25 years at BP and Amoco, Inc. (prior to its acquisition by BP), Ms. Warner gained significant knowledge of the global energy industry and served in numerous leadership roles, including overseeing BP’s Global Refining business and its Health Safety Security Environment, with a consistent record of success in coordinating the operations of thousands of employees across BP’s global facilities.

William M. Cook Age: 64 Director since April 2008 Independent Committees: Audit Cynthia J. Warner Age: 59 Director since February 2013 Independent Committees: Compensation Nominating and Corporate Governance (Chair)

7

In her role as Chief Executive Officer of Sapphire Energy, an alternative energy venture, Ms. Warner had oversight responsibility for the raising of substantial investment capital and the successful completion of a new demonstration facility for the company.

Ms. Warner received a bachelor of engineering degree in chemical engineering from Vanderbilt University and a master of business administration degree from Illinois Institute of Technology.

LOGOLOGO

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

Mark A. Buthman Age: 60 Director since April 2016 Independent Committees: Audit (Chair)

Mr. Buthman’s experience as a Chief Financial Officerchief financial officer of a Fortune 150 company with significant international operations and as a public company director led to the conclusion that he should serve on the Board of Directors. Mr. Buthman, iswho has been a disciplined financial leader with a track record of allocating capital in shareholder-friendly ways, and his insight isprovides insights that are extremely valuable to our Board of Directors and management.

Mr. Buthman received a bachelor of business administration degree in finance from the University of Iowa.

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

 

Mark A. Buthman Age: 57 Director since April 2016 Independent Committees: Audit

 

8LOGO

Ms. Gunter has served since May 2020 as Vice President and General Manager of IoT Global and Strategic Engagement at Microsoft Corporation, a leading global developer, manufacturer and licensor of consumer electronics. From April 2018 to May 2020, Ms. Gunter was Vice President of the Programmable Solutions Group and General Manager of Ecosystem Development and Operations at Intel Corporation, a leading global designer, manufacturer and marketer of computer products and technologies. Prior to that since October 2008, Ms. Gunter served in several leadership roles at Intel, including Chief of Staff and Technical Assistant to the CEO. Prior to joining Intel, Ms. Gunter held several positions at the Department of Defense from 2004 to 2008.

Lakecia N. Gunter Age: 48 Director since January 2021 Independent Committees: Compensation

Ms. Gunter’s deep technology and digital innovation experience and her extensive strategic and commercial leadership experience gained at two Fortune 50 companies led to the conclusion that she should serve on the Board of Directors. Ms. Gunter has successfully developed and executed strategic initiatives to create new business models and to accelerate the growth and increase the profitability of multiple technology solutions. Ms. Gunter architected the operating model to transform Intel from a PC-centric company to a data-centric company, which transformation led to a greater than 50% increase in revenues within 18 months.

Ms. Gunter received a bachelor of science degree in computer engineering from the University of South Florida and a master of science degree in electrical engineering from the Georgia Institute of Technology.

OTHER INCUMBENT DIRECTORS

Class III: Three-Year Term Expires in 20192022

 

LOGOLOGO

Mr. Mrozek served as Vice Chairman and Chief Financial Officer of The ServiceMaster Company, a residential and commercial service company, until his retirement in March 2008.

Mr. Mrozek’s strategic and operating leadership skills, his extensive experience and expertise in the business services industry and his financial reporting expertise led to the conclusion that he should serve on the Board of Directors. Through over 20 years of executive experience in various senior positions in general management, operations and finance at ServiceMaster, including more than eight years as President and Chief Operating Officer of ServiceMaster or one of its largest segments, Mr. Mrozek developed extensive knowledge of the business services industry and gained valuable financial expertise and experience in mergers and acquisitions.

Ernest J. Mrozek Age: 67 Director since July 2010 Independent Committees: Audit

Prior to joining ServiceMaster in 1987, Mr. Mrozek spent 12 years in public accounting with Arthur Andersen & Co. Mr. Mrozek has also acquired substantial experience in corporate governance as a director on the boards of several public and private companies.

Mr. Mrozek received a bachelor of science degree in accountancy with honors from the University of Illinois and is a certified public accountant, on inactive status.

Mr. Mrozek isformerly served as a director of Advanced Disposal Services, Inc. and G&K Services Inc.

 

 

 

LOGO

LOGO

Mr. Satterthwaite has served since March 2021 as Vice Chairman of Cummins, Inc., a global power leader that designs, manufactures, distributes and services diesel and natural gas engines and engine-related component products. Prior to that since October 2019, he was President and Chief Operating Officer of Cummins. From April 2015 through October 2019, Mr. Satterthwaite served as President of Cummins Distribution Business, a unit of Cummins, Inc., since April 2015.Cummins. Prior to that, Mr. Satterthwaite served as President of Cummins Power Generation from June 2008 to April 2015.

Livingston L. Satterthwaite Age: 60 Director since April 2011 Independent Committees: Compensation (Chair) Nominating and Corporate Governance

Mr. Satterthwaite’s business leadership and sales skills, international experience and extensive experience in industrial manufacturing led to the conclusion that he should serve on the Board of Directors. Since joining Cummins in 1988, Mr. Satterthwaite has held various positions at Cummins Power Generation and other divisions of Cummins, including 14 years in managerial and sales positions in the United Kingdom and Singapore.

Prior to joining Cummins, Mr. Satterthwaite spent four years at Schlumberger Limited, an oil field services provider, as a general field engineer.

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

 

Ernest J. Mrozek Age: 64 Director since July 2010 Independent Committees: Audit (Chair) Livingston L. Satterthwaite Age: 57 Director since April 2011 Independent Committees: Compensation (Chair) Nominating and Corporate Governance

9

 

 

LOGOLOGO

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

Mr. Parry’s strategic and operating leadership skills and global commercial perspective gained from over 30 years of international business leadership experience, his significant acquisition experience and his extensive expertise in the industrial products manufacturing industry led to the conclusion that he should serve on the Board of Directors. During 18 years of executive and management experience in various senior management positions at ITW, a multinational manufacturer of a diversified range of industrial products and equipment, Mr. Parry successfully grew the operations and profitability of multiple business units and helped ITW complete numerous acquisitions.

David C. Parry Age: 67 Director since December 2012 Independent Committees: Compensation Nominating and Corporate Governance

Prior to joining ITW in 1994, Mr. Parry spent 17 years in various executive and management positions at Imperial Chemical Industries, which at the time was one of the largest chemical producers in the world.

Mr. Parry received a bachelor of science degree in chemistry, a master of science degree in chemistry and a Ph.D. in polymer chemistry from Victoria University of Manchester, Manchester, England.

Mr. Parry previously served as a director of Celanese Corporation.

 

 

Class I: Three-Year Term Expires in 20202023

 

LOGOLOGO

Mr. Silvernail was appointed Chairman of the Board effective January��1, 2012. Mr. SilvernailMs. Helmkamp has served as President and Chief Executive Officer and a director of Cartus Corporation, the Companyrelocation services subsidiary of Realogy Holdings Corp., the largest full-service residential real estate services company in the United States, since August 10, 2011. Prior to his appointment as President and Chief Executive Officer, Mr. Silvernail served since January 2011 as Vice President Group Executive of the Company’s Health & Science Technologies, Global Dispensing and Fire & Safety/Diversified Products business segments. From February 2010 to December 2010, Mr. Silvernail was Vice President Group Executive of the Company’s Health & Sciences Technologies and Global Dispensing business segments. Mr. Silvernail joined IDEX in January 2009 as Vice President Group Executive of Health & Science Technologies.

Mr. Silvernail’s relevant experience with engineering and technology industries in general, together with his extensive management experience, led to the conclusion that he should serve on the Board of Directors.

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

Mr. Silvernail is a director of Stryker Corporation.

David C. Parry Age: 64 Director since December 2012 Independent Committees: Compensation Nominating and Corporate Governance Andrew K. Silvernail Age: 47 Director since August 2011 Chairman, President and Chief Executive Officer

10

LOGO

June 2018. Previously, Ms. Helmkamp has served as Chief Executive Officer of Lenox Corporation sincefrom November 2016. Previously,2016 to June 2018. Prior to Lenox Corporation, Ms. Helmkamp served as Chief Executive Officer of SVP Worldwide from 2010 through 2014, and as Senior Vice President, North America Product for Whirlpool Corporation from 2008 to 2010.

Katrina L. Helmkamp Age: 55 Director since November 2015 Independent Committees: Compensation Nominating and Corporate Governance (Chair)

Ms. Helmkamp’s operating leadership skills and her experience across multiple markets and technologies led to the conclusion that she should serve on the Board of Directors. During her time at

SVP Worldwide and Whirlpool Corporation, Ms. Helmkamp was responsible for managing the operations and profitability of global businesses that derived a substantial portion of their revenues from outside of the United States.

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

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

 

 

 

LOGO

LOGO

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

Mark A. Beck Age: 55 Director since January 2018 Independent Committees: Audit

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

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

Mr. Beck is chairman of the board of Owens & Minor, Inc.

Katrina L. Helmkamp

LOGO

Mr. Christenson has served since April 2014 as Chief Executive Officer and Chairman of the Board of Directors of Altra Industrial Motion Corp. Altra, a leading global designer, producer and marketer of a wide range of electromechanical power transmission motion control products. From January 2009 to April 2014, Mr. Christenson served as President and Chief Executive Officer of Altra. Prior to that, Mr. Christenson served as President and Chief Operating Officer of Altra from January 2005 to December 2008. From 2001 to 2005, Mr. Christenson was President of Kaydon Bearings, a manufacturer of custom-engineered bearings and a division of Kaydon Corporation. Prior to joining Kaydon, Mr. Christenson held several management positions at TB Wood’s Incorporated and several positions at the Torrington Company, a division of Ingersoll Rand.

Carl R. Christenson Age: 5261 Director since November 2015June 2019 Independent Committees: Compensation Nominating and Corporate Governance Mark A. Beck

Mr. Christenson’s extensive experience leading industrial businesses and executing strategic acquisitions, including in his current role as chief executive officer of a public company with global operations, led to the conclusion that he should serve on the Board of Directors.

Mr. Christenson received bachelor of science and master of science degrees in Mechanical Engineering from the University of Massachusetts and a master of business administration degree from Rensselaer Polytechnic Institute.

LOGO

Mr. Ashleman was appointed a director and Chief Executive Officer of the Company in December 2020. He has served as President of the Company since February 2020. Prior to that, Mr. Ashleman served since July 2015 as the Company’s Chief Operating Officer. From February 2014 to July 2015, Mr. Ashleman was Senior Vice President and Group Executive of the Company’s Global Dispensing, Fire & Safety/Diversified Products and Health & Science and Optics business segments. From September 2011 to February 2014, Mr. Ashleman was Vice President and Group Executive of the Company’s Fire & Safety/Diversified Products business segment. From April 2010 to September 2011, Mr. Ashleman was President of Gast Manufacturing and Global Dispensing. Mr. Ashleman joined IDEX in March 2008 as President of Gast Manufacturing.

Eric D. Ashleman Age: 5254 Director since December 2020 Chief Executive Officer and President

Mr. Ashleman’s significant industrial manufacturing and operations experience, coupled with his extensive management experience, led to the conclusion that he should serve on the Board of Directors. Mr. Ashleman has been integral to the Company’s success, including his role in developing our distinct culture, business model and global strategy.

Mr. Ashleman received a bachelor of arts degree in economics and a master of business administration degree from the University of Michigan.

Mr. Ashleman is a director of Modine Manufacturing Co.

NOT STANDING FOR REELECTION

LOGO

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

Cynthia J. Warner Age: 62 Director since February 2013 Independent Committees: AuditCompensation Nominating and Corporate Governance

Ms. Warner’s operating leadership skills, international experience and extensive experience in the energy, refining and transportation industries led to the conclusion that she should serve on the Board of Directors. During her 25 years at BP and Amoco, Inc. (prior to its acquisition by BP), Ms. Warner gained significant knowledge of the global energy industry and served in numerous leadership roles, including overseeing BP’s Global Refining business and its health, safety, security and environmental efforts, with a consistent record of success in coordinating the operations of thousands of employees across BP’s global facilities.

11In her role as Chief Executive Officer of Sapphire Energy, an alternative energy venture, Ms. Warner had oversight responsibility for the raising of substantial investment capital and the successful completion of a new demonstration facility for the company.

Ms. Warner received a bachelor of engineering degree in chemical engineering from Vanderbilt University and a master of business administration degree from Illinois Institute of Technology.

Ms. Warner is a director of Sempra Energy.

CORPORATE GOVERNANCE

Framework for Corporate Governance

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

Corporate Governance Guidelines and Code

of Business Conduct and Ethics

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

The Code of Business Conduct and Ethics sets forth the guiding principles of business ethics and certain legal requirements applicable to all of the Company’s employees and directors.

Director Independence

The Board has adopted standards for determining whether a director is independent. These standards are based upon the listing standards of the New York Stock Exchange (NYSE) and applicable laws and regulations and are available on the Company’s website as described above. The Board also reviewed commercial relationships between the Company and organizations with which directors were affiliated by service as an executive officer. The relationships with these organizations involved

the Company’s sale or purchase of products or services in the ordinary course of business that were made onarm’s-length terms and other

circumstances that did not affect the relevant directors’ independence under applicable law and NYSE listing standards.

The Board has affirmatively determined, based on these standards and after considering the relationships described immediately above, that the following current directors are independent: Messrs. Beck, Buthman, Christenson, Cook, Mrozek, Parry and Satterthwaite, and Mss. Gunter, Helmkamp and Warner. The Board has also determined that Mr. SilvernailAshleman is not independent because he is the Chairman of the Board, President and Chief Executive Officer and President of the Company.Company (and was, until December 15, 2020, the Chief Operating Officer of the Company). All standing Board committees are, and throughout fiscal year 20172020 were, composed entirely of independent directors.

Director Nominations

The Board believes that maintaining a diverse membership with varying backgrounds, skills, expertise and other differentiating personal characteristics promotes inclusiveness, enhances the Board’s deliberations and enables the Board to better represent all of the Company’s constituents. Accordingly, the Board is committed to seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences as part of each Board search the Company conducts.undertakes. As part of this commitment, the Board has a policy to include at least two women and at least two racially or ethnically diverse candidates every time the Board conducts a search for a new member. The Board considers the following in selecting nominees for the Board:

Experience (in one or more of the following):

 

high level leadership experience in business or administrative activities;

 

specialized expertise in the industries in which the Company competes;

 

financial expertise;

breadth of knowledge about issues affecting the Company;

 

12

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

 

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

Personal attributes and characteristics:

 

personal integrity;

 

loyalty to the Company and concern for its success and welfare, and willingness to apply sound independent business judgment;

 

awareness of a director’s vital part in the Company’s good corporate citizenship and corporate image;

 

time available for meetings and consultation on Company matters; and

 

willingness to assume fiduciary responsibilities.

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

Governance Committee may also ask the candidate to meet with other members of the Board.

If the Nominating and Corporate Governance Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board appointment or election of that candidate. Annually, the Nominating and Corporate Governance Committee reviews the qualifications and backgrounds of the directors, as well as the overall composition of the Board, and recommends to the full Board the slate of directors for nomination for election at the annual meeting of stockholders.

Board Refreshment and Retirement Policy

As part of its annual process, the Nominating and Corporate Governance Committee reviews each director’s continuation on the Board and also reviews the composition of the Board generally to identify the need for additional directors based on the needs of the Company.

As set forth in our Corporate Governance Guidelines, a director must retire by the end of the term following such director’s 70th birthday. However, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, may waive the requirement in any particular case or change the retirement age if it believes it is in the Company’s best interest.

Board Leadership Structure

The Company’sNominating and Corporate Governance Committee, in consultation with the other independent directors, evaluates on an ongoing basis whether the Board’s leadership structure is appropriate to effectively address the evolving needs of our business and the long-term interests of our stockholders. The Committee then makes recommendations to the Board concerning the Board’s leadership structure, including whether the roles of Chairman and Chief Executive Officer should be separated or combined. The Board, in accordance with our Bylaws, permitelects a

Chairman from among the directors. The Board believes it is in the best interests of the Company and its stockholders for the Board to select itsdetermine which director is best qualified to serve as Chairman in the manner it determines to be most appropriate. The Corporate Governance Guidelines provide that, if the Chairmanlight of the Board is notcircumstances at the time, rather than based on a fixed policy. As a result, the roles of Chairman and Chief Executive Officer and is an independent director, there shall be no Lead Director. Ifhave been combined at some times, while at other times the Chairman ofroles have been split. In the Boardevent that the Chairman is the Chief Executive Officer or is not an independent director, the independent directors shall electour Bylaws require that an independent Lead Director.Director be elected by a majority of the independent directors.

William M.Until December 2020, Mr. Silvernail, our former Chief Executive Officer, served as Chairman, while Mr. Cook, hasthen an independent member of the Board, served as Lead Director since immediately followingDirector. In conjunction with the 2015 Annual Meeting of Stockholders. The responsibilitiestransition in executive leadership announced in October 2020, effective December 15, 2020, Mr. Cook became Non-Executive Chairman, Mr. Silvernail stepped down from the Board and Mr. Ashleman became Chief Executive Officer, as well as a member of the Lead Director include:Board.

coordinating the activities of the independent directors;

reviewing the Board meeting agendas and providing the Chairman with input on the agendas;

preparing the agendas for executive sessions of the independent directors and chairing those sessions;

facilitating communications between theOur separate Chairman and other members of the Board; and

coordinating the performance evaluation of the Chief Executive Officer.
Officer roles enable our Non-Executive Chairman to oversee corporate governance matters and our Chief Executive Officer to lead the Company’s business. Independent directors also chair our Board committees. This structure facilitates effective oversight, further strengthens our Board’s independent leadership and supports our commitment to enhancing shareholder value and strong governance.

The independentnon-management directors of the Board meet separately as a group at every

13

regularly scheduled Board meeting. TheDuring 2020, the Lead Director generally presidespresided at thesenon-management executive sessions. During 2017,2020, the Board held twelvethirteen meetings.

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

The Chief Executive Officer, as the individual with primary responsibility for managing the Company’sday-to-day operations, is best positioned to chair regular Board meetings and to oversee discussion on business and strategic issues. Coupled with the existence of a Lead Director and regular executive sessions of thenon-management directors, this structure provides independent oversight, including risk oversight, while facilitating the exercise of the Board’s responsibilities.

During 2017,2020, each director attended more than 75% of the aggregate number of meetings of the Board and of committees of the Board of which he or she was a member. The Company encourages its directors to attend the annual meeting of stockholders but has no formal policy with respect to that attendance. All of the current directors then on the Boardholding office in 2020 attended the 20172020 Annual Meeting of Stockholders.Meeting.

Board’s Role in Risk Oversight

The Board oversees an annual assessment of enterprise risk exposure, and the management of such risk, conducted by the Company’s executives. The risk assessment includes, but is not limited to, an evaluation of the following risks: operational and commercial; human capital management, including talent attraction, retention and development; geopolitical; export/import compliance; IT systems and information security; liquidity; M&A and integration; environmental health and safety compliance, product liability; anticorruption and bribery; foreign currency/exchange rate; and hazards and natural disasters.

When assessing enterprise risk, the Board focuses on the achievement of organizational objectives, including strategic objectives, to improve long-term performance and enhance stockholder value. Direct oversight allows the Board to assess management’s inclination for risk, to determine what constitutes an appropriate level of risk for the Company and to discuss with management the means by which to control risk.

In addition, senior management provides the Board at least once a year and the Audit Committee at least twice a year updates on the Company’s information security/cybersecurity program. Such updates provide the results of internal and external assessments, including an external audit for companywide compliance with the industry-leading NIST (National Institute of Standards and Technologies) Cybersecurity Framework as well as specific business unit alignment with US federal

acquisition regulations and UK Cyber Essentials certifications. An annual external penetration test is performed against the Company’s network in addition to monthly internal vulnerability scans. The Company maintains global cybersecurity insurance coverage reviewed annually for adequacy against operations and information systems.

The challenges and risk exposure of COVID-19 required increased engagement of the Board during 2020. The Board held several special meetings to oversee senior management’s response to the global pandemic and COVID-19 risk assessment and mitigation plan. Since the start of the pandemic in early 2020, the Board has discussed and provided oversight regarding COVID-19 risks at each Board meeting and will continue to do so for the foreseeable future.

Executive OfficersBoard and Committee Assessment Process

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

Board’s Engagement with Management

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

While COVID-19 limited in person interactions with management during 2020, directors continued to have virtual meetings with management, as well as virtual manufacturing

facility tours. Some directors were able to visit sites in the United States in early 2020 before travel was restricted.

Board’s Role in Talent Development, Strategic Planning and DEI

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

Each fall the Board participates in a multi-day three-year enterprise strategy review with the

Company’s executive officers and other senior management. Management and the Board agree

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

The Company further enhanced its focus on diversity, equity and inclusion (DEI) during 2020. The Company’s DEI consultant and members of executive management met with the Board during 2020 to discuss the Company’s DEI initiatives, recent successes and ongoing commitments. DEI is an integral part of the Company’s overall strategy, and the Board has made the Company’s DEI progress a standing item on its Board meeting agendas for regularly scheduled meetings.

Director Onboarding and Education

All new directors participate in our director onboarding program. The onboarding process includes meetings with senior leaders to familiarize new directors with the Company’s strategic vision, values and culture; operational and financial reporting structure; and legal, compliance and governance framework. In addition, new directors have also attended training courses led by IDEX senior leaders covering the 80/20 business process that serves as the foundation of IDEX’s operating model

and seeks to accelerate profitable growth by focusing resources on our highest value opportunities.

The Board encourages all directors to participate in continuing director education programs, either individually or together with other Committee members, and directors are reimbursed for their expenses for such programs. Over the past year, directors attended virtual education seminars and webinars covering a variety of topics, including board, audit committee and compensation committee leadership, risk oversight and management, strategy, COVID-19, ESG and DEI.

Investor Outreach

We value the input of our stockholders and believe that it is important to understand their questions and concerns about the Company. During 2017,2020, we met with a number of our stockholders and prospective stockholders to answer questions about the Company and learn about matters that are important to them. We plan to continue our investor outreach efforts during 2018.2021.

Corporate Social Responsibility

As an embodiment of our continued commitment to focus on what matters to our various stakeholders, in March 2021, we published our second Corporate Social Responsibility Report, which is available under the Corporate Social Responsibility link on our website at www.idexcorp.com. Human capital management, including DEI, talent attraction, workforce development, and workplace health and safety, as well as quality solutions for our customers, make up many of our most significant ESG-related issues, as identified through our stakeholder engagement. In this report, we disclose our management of and performance in these most-important topics, as well as others identified in our 2018 materiality assessment. We also include in the report our first disclosure in alignment with the Sustainable Accounting Standards Board (SASB) sector standards.

Communications with Our Board

Stockholders and other interested parties may contact the Board and the directors by writing to Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary, IDEX Corporation, 1925 West Field Court,3100 Sanders Road, Suite 200, Lake Forest, Illinois 60045.301, Northbrook, IL 60062. Inquiries sent by mail will be reviewed, sorted and summarized by Ms. Cadethe Corporate Secretary before they are forwarded to any director.

Recent Amendments to our Bylaws

The Board believes that strong corporate governance is key to long-term stockholder interests. The Board continues to monitor evolving governance standards and enhance our governance practices to serve the long-term interests of IDEX stockholders.

To that end, in 2021, we amended our Bylaws to adopt a majority vote standard in uncontested elections.

We also amended our Bylaws to provide that, under certain circumstances, a stockholder or group of stockholders may include director candidates that they have nominated in the proxy materials for our annual meetings. These “proxy access” bylaw provisions permit an eligible stockholder or group of up to 20 stockholders to nominate candidates for election to our Board. Proxy access candidates will be included in our proxy statement and ballot. The proxy access bylaw provisions provide that holders of at least 3% of our common stock, which can comprise up to 20 stockholders, holding such stock continuously for at least three years, can nominate two individuals or 20% of the Board, whichever is greater, for election at an annual stockholders meeting. Our Bylaws provide details regarding the time frames and procedures that must be followed and other requirements that must be met to nominate directors through this process. Please see the section “STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS” below for more information.

BOARD COMMITTEES

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

Subject to applicable provisions of the Company’s Bylaws and based on the recommendations of the Nominating and Corporate Governance Committee, the Board as a whole appoints the members of each committee each year at its firstFebruary meeting. The Board may, at any time, appoint or remove committee members or change the authority or

14

responsibility delegated to any committee, subject to applicable law and NYSE listing standards.

The following table summarizes the current membership of the committees of the Board.

 

Director Audit
Committee		 Compensation
Committee		 Nominating
and
Corporate
Governance
Committee

Mark A. Beck

 

Ö

    

Mark A. Buthman

 

Ö

    

Carl R. Christenson

Ö

Ö

William M. Cook

 

Ö

    
Katrina L. Helmkamp

Lakecia N. Gunter

   

Ö

 Ö

Katrina L. Helmkamp

Ö

Ö

Ernest J. Mrozek

 

Ö

    

David C. Parry

   

Ö

 

Ö

Livingston L. Satterthwaite

   

Ö

 

Ö

Cynthia J. Warner

   

Ö

 

Ö

Audit Committee

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

 

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

 

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

 

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

 

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

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

provide oversight of the Company’s compliance and corporate environmental, health and safety functions; and

 

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

While the Board has the ultimate oversight responsibility for the risk management process, the Audit Committee focuses on financial risk management and exposure, and legal compliance. The Audit Committee receives an annual risk assessment report from the Company’s internal auditors and reviews and discusses the Company’s financial risk exposures and the steps management has taken to monitor, control and report those exposures.

The Board has determined that each of

During 2020, Messrs. Beck, Buthman, Cook and Mrozek served as members of the Audit Committee, and the Board determined that each of them is an “audit committee financial expert,” as defined by SEC rules.

The Audit Committee has adopted a written Related Person Transactions Policy regarding the review, approval andor ratification of transactions with related persons. All related person transactions are approved by the Audit Committee. If the transaction involves a related person who is an Audit Committee member or immediate family member of an Audit Committee member, that Audit Committee member will not be included in the deliberations or vote regarding approval. In approving the transaction, the Audit Committee must determine that the transaction is fair and reasonable to the Company. At the first Audit Committee meeting of each calendar year, or a subsequent meeting if the Audit Committee so chooses, the Audit Committee reviews any previously approved or ratified related person transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from the Company of more than $10,000. Based on all relevant facts and circumstances, taking into consideration the Company’s contractual

15

obligations, the Audit Committee determines if it is in the best interests of the Company and its stockholders to continue, modify or terminate any such related person transactions. Since January 1, 2020, there were no related person transactions requiring disclosure under SEC rules.

During 2017,2020, the Audit Committee held nineeight meetings.

Compensation Committee

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

 

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

establish
develop and recommend to the independent members of the Board for approval the compensation of the Chief Executive OfficerOfficer;

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

 

develop and recommend to the Board for approval the compensation forof the directors;Board;

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

 

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

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

The Compensation Committee has reviewed the nature of the relationship between itself and F.W. Cook, including all personal and business relationships between the committee members, F.W. Cook and the individual compensation consultants who provide advice to the Compensation Committee. Based on its review, the Compensation Committee did not identify any actual or potential conflicts of interest in F.W. Cook’s engagement as an independent consultant.

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

Company’s compensation programs and to evaluate the competitiveness of its executive compensation levels. F.W. Cook’s primary areas of assistance to the Compensation Committee are:

 

analyzing market compensation data for all executive positions;

 

advising on the structure of the Company’s compensation programs;

 

advising on the terms of equity awards;

 

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

 

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

 

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

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

The charter of the Compensation Committee permits the Compensation Committee to, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee.

During 2017,2020, Mr. Christenson, Ms. Helmkamp, Mr. Parry, Mr. Satterthwaite and Ms. Warner served as members of the Compensation Committee. None of these directors (i) was an officer or employee of the Company or any of its subsidiaries during 2017,2020, (ii) was formerly an officer of the Company or any of its subsidiaries, or (iii) had any relationship requiring disclosure by the Company under Item 404 of RegulationS-K under the Securities Act of 1933, as amended. There were no relationships between the Company’s executive

officers and the members of the Compensation Committee that require disclosure under Item 407(e)(4) of RegulationS-K.

16

During 2017,2020, the Compensation Committee held sixseven meetings.

Nominating and Corporate Governance

Committee

The Nominating and Corporate Governance Committee’s primary purpose and responsibilities are to:

 

develop and recommend to the Board corporate governance principles and a code of business conduct and ethics;

review periodically the size of the Board and the makeup of the Board committees and make recommendations to the Board regarding any appropriate changes;

 

develop and recommend criteria for selecting new directors;

 

identify individuals qualified to become directors consistent with criteria approved by the Board, and recommend that the Board select such individuals as nominees for election to the Board;

 

make recommendations to the Board regarding any director who submits an offer of resignation by reason of the plurality plus voting standard under the Company’s Corporate Governance Guidelines;Guidelines because (i) the director did not receive a majority of votes cast for his or her election, or (ii) the director experienced a significant change in his or her principal business, occupation or position or has a significant conflict of interest that cannot be resolved;

 

screen and recommend to the Board individuals qualified to become Chief Executive Officer in the event of a vacancy and any other senior officer whom the committee may wish to approve;

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

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

oversee an orientation program for new directors and a continuing education program for all directors; and

oversee the Company’s corporate social responsibility efforts and progress.

It is the policy of the Nominating and Corporate Governance Committee to consider nominees for the Board recommended by the Company’s stockholders in accordance with the procedures described under “STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2019THE 2022 ANNUAL MEETING OF STOCKHOLDERS” below.

Stockholder nominees who are nominated in accordance with these procedures will be given the same consideration as nominees for director from other sources.

During 2017,2020, Mr. Christenson (who was appointed in June 2020), Ms. Helmkamp, Mr. Parry, Mr. Satterthwaite and Ms. Warner served as members of the Nominating and Corporate Governance Committee.

During 2017,2020, the Nominating and Corporate Governance Committee held three meetings.

 

COMPENSATION OF DIRECTORS

The objectives of our director compensation program are to attract highly-qualified individuals to serve on our Board and to align our directors’ interests with the interests of our stockholders. The Compensation Committee periodically reviews the program to ensure that it continues to meet these objectives.

The Company believes that to attract and retain qualified directors, pay levels should be targeted at the 50th percentile (or median) of pay levels for directors at comparable companies. On at least a biennial basis, the Compensation Committee, with the assistance of F.W. Cook, evaluates the competitiveness of director compensation. The primary reference point for the determination ofto determine market pay is the peer group of companies. For 2017, theThe peer group used in this analysis was the same peer group used for the Company’s executive compensation analysis.

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

17

Our director compensation for 2017 and 20182020 is set forth below. The changes for 2018 are detailed in the Company’s Amended and RestatedIn December 2020, Mr. Cook was appointed Non-EmployeeNon-Executive Director Compensation Policy (the Director Compensation Policy) and reflect market-based adjustments as a resultChairman of the analysis described above.Board and his additional fee is listed below.

 

    

2017

 

  

2018

 

Annual Retainer and Meeting Fees

 

  

$  85,000 

 

  

$  85,000

 

Committee Chair Retainer

 

      

Audit Committee

 

  

$  15,000 

 

  

$  15,000

 

Compensation Committee

 

  

$  10,000 

 

  

$  10,000

 

Nominating and Corporate Governance Committee

 

  

$    8,000 

 

  

$  10,000

 

Lead Director Fees

 

      

Annual Retainer

 

  

$  15,000 

 

  

$  15,000

 

Annual Equity Grant

 

  

$  15,000 

 

  

$  15,000

 

Restricted Stock Units

 

  

100% of Value 

 

  

100% of Value

 

Value of Equity Grants Upon Initial Election to the Board

 

  

Pro-rated annual 

grant 

 

  

Pro-rated annual grant

 

Restricted Stock Units

 

  

100% of Value 

 

  

100% of Value

 

Value of Annual Equity Grants

 

  

$120,000 

 

  

$130,000

 

Restricted Stock Units

 

 

  

100% of Value 

 

  

100% of Value

 

2020

Annual Retainer and Meeting Fees

$ 90,000  

Committee Chair Retainer

Audit Committee

$ 18,000  

Compensation Committee

$ 12,500  

Nominating and Corporate Governance Committee

$ 10,000  

Additional Lead Director Fees

Annual Retainer

$ 15,000  

Annual Equity Grant (100% Restricted Stock Units)

$ 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)

$145,000  

 

Equity Grants

 

 

Under the Company’s Amended and Restated Non-EmployeeDirector Compensation Policy (Director Compensation Policy), equity grants upon initial election to the Board of Directors are made on the date of appointment. Initial equity grant values are equal to the annual grant value prorated for the remaining period of time until the next Annual Meeting. Annual equity grants have historically been made on the first regularly scheduled meeting of the Board held each year. Commencing in 2018, annual equity grants will be

to continuing directors are made on the date of the Annual Meeting. All grants are structured to provide 100% of the expected value in the form of restricted stock unit awards and are made under the IDEX Corporation Incentive Award Plan (Incentive Award Plan).

The restricted stock units vest in full on the earliest of the third anniversary of the grant date, retirement, failure

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

retirement, or failure to bere-elected to the Board.

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

Directors Deferred Compensation Plan

Under the Company’s Directors Deferred Compensation Plan, directors are permitted to defer their cash compensation as of the date their compensation would otherwise be payable. In general, directors must make elections to defer fees payable during a calendar year by the end of the preceding calendar year. Newly appointed directors have up to 30 days from their appointment to elect to defer future fees.

All amounts deferred are recorded in a memorandum account for each director and are credited or debited with earnings or losses as if such amounts had been invested in an interest-

18

bearinginterest-bearing account or certain mutual funds, at the option of the director. The deferred compensation credited to the interest-bearing account is adjusted on at least a quarterly basis with hypothetical earnings equal to the lesser of the Barclays Capital Long Term Bond AAA — Corporate Bond Index as of the first business day in November of the calendar year preceding the year for which the earnings are to be credited

or 120% of the long-term applicable federal rate as of the first business day in November.

In accordance with SEC rules, no earnings on deferred compensation are shown in the Director Compensation table below because no “above

market” rates were earned on deferred amounts in 2017.2020. Directors must elect irrevocably to receive the deferred funds either in a lump sum or in equal annual installments of up to 10 years, and to begin receiving distributions either at termination of Board service or at a future specified date.

If a director should die before all amounts credited under the Directors Deferred Compensation Plan have been paid, the unpaid balance in the participating director’s account

will be paid to the director’s beneficiary. The memorandum accounts are not funded, and the right to receive future payments of amounts recorded in these accounts is an unsecured claim against the Company’s general assets.

Stock Ownership Guideline

Under the Director Compensation Policy,non-management directors are subject to a stock ownership guideline.Non-management directors are required to maintain direct ownership of shares of Common Stock equal to or greater in value to five times the current annual Board service retainer. No non-management director is permitted to sell shares of Common Stock until the director satisfies the stock ownership guideline, and afterguideline. Once a director meets the stock ownership guideline, the director may not sell shares if the sale would put the director below the stock ownership guideline.

As of March 2, 2018,15, 2021, all non-management directors were either in compliance with the stock ownership guideline or were proceeding towards meetingsubject to the mandatory holding requirement until the ownership guideline.guideline is met.

 

20172020 Director Compensation

The following table summarizes the total compensation earned in 20172020 for the Company’snon-management directors. Neither Mr. Ashleman nor Mr. Silvernail receives noreceived any additional compensation for his service as a director and Mr. Beck did not receive any compensation in 2017 because he was not appointed to the Board until January 1, 2018.during 2020.

 

Name 

Fees Earned

or Paid in Cash

($)

 

Stock Awards

($) (1) (2)

 

All Other

Compensation

($) (3)

 Total ($)  

Fees Earned

or Paid in Cash

($)

 

Stock Awards

($) (1)

 

All Other

Compensation

($) (2)

 Total ($)

Mark A. Beck

 

 

90,000   

 

 

 

145,000   

 

 

 

—   

 

 

 

235,000   

 

Mark A. Buthman

 

 

85,000 

 

 

 

120,000 

 

 

 

— 

 

 

 

205,000 

 

 

 

108,000   

 

 

 

145,000   

 

 

 

5,000   

 

 

 

258,000   

 

Carl R. Christenson

 

 

90,000   

 

 

 

145,000   

 

 

 

10,000   

 

 

 

245,000   

 

William M. Cook

 

 

100,000 

 

 

 

135,000 

 

 

 

— 

 

 

 

235,000 

 

 

 

108,927(3)   

 

 

 

160,000   

 

 

 

10,000   

 

 

 

278,927   

 

Katrina L. Helmkamp

 

 

85,000 

 

 

 

120,000 

 

 

 

— 

 

 

 

205,000 

 

 

 

100,000   

 

 

 

145,000   

 

 

 

10,000   

 

 

 

255,000   

 

Gregory F. Milzcik (4)

 

 

21,250 

 

 

 

120,000 

 

 

 

10,000 

 

 

 

151,250 

 

Ernest J. Mrozek

 

 

100,000 

 

 

 

120,000 

 

 

 

10,000 

 

 

 

230,000 

 

 

 

90,000   

 

 

 

145,000   

 

 

 

10,000   

 

 

 

245,000   

 

David C. Parry

 

 

93,000 

 

 

 

120,000 

 

 

 

10,000 

 

 

 

223,000 

 

 

 

90,000   

 

 

 

145,000   

 

 

 

—   

 

 

 

235,000   

 

Livingston L. Satterthwaite

 

 

95,000 

 

 

 

120,000 

 

 

 

— 

 

 

 

215,000 

 

 

 

102,500   

 

 

 

145,000   

 

 

 

—   

 

 

 

247,500   

 

Cynthia J. Warner

 

 

85,000 

 

 

 

120,000 

 

 

 

— 

 

 

 

205,000 

 

 

 

90,000   

 

 

 

145,000   

 

 

 

—   

 

 

 

235,000   

 

 

19

(1)

Reflects the aggregate grant date fair value of the restricted stock units granted in 2017,2020, determined in accordance with FASB ASC Topic 718 using the assumptions set forth in the footnotes to financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2017,2020, assuming no forfeitures.

(2)The following table provides information on restricted stock units and stock option awards held by the Company’snon-management directors and the value of those awards as of December 31, 2017. All outstanding awards are in or exercisable for shares of Common Stock.

Directors’ Outstanding Equity Awards at 2017 Fiscal Year End

               

Option Awards

  

Stock Awards

 

 
               

Number of Securities
Underlying Unexercised
Options

 

        

Number of
Shares or
 Units of Stock 
that Have Not
Vested (#) (b)

 

  

Market Value
of Shares or
Units of
Stock that
Have Not 
Vested ($) (c)

 

 
Name  Grant Date  Type  # Shares 
(#)		 

Shares
 Exercised 
(#)

 

 

 Exercisable 

(#) (a)

 

  

 Unexercisable 

(#) (a)

 

  

Option

 Exercise 

Price ($)

 

  

Option

 Expiration 

Date

 

   

Mark A. Buthman

 04/06/16 RSU                      1,290   170,241 
  02/22/17 RSU                      1,290   170,241 

William M. Cook

 02/24/09 NQSO 2,250 0  2,250   0   19.98   02/24/2019     
  02/23/10 NQSO 4,080 0  4,080   0   30.82   02/23/2020     
  02/22/11 NQSO 3,190 0  3,190   0   40.89   02/22/2021     
  02/21/12 NQSO 3,530 0  3,530   0   42.86   02/21/2022     
  02/15/13 NQSO 3,075 0  3,075   0   50.45   02/15/2023     
  02/20/15 RSU              1,595   210,492 
  02/19/16 RSU              1,810   238,866 
  02/22/17 RSU                      1,450   191,357 

Katrina L. Helmkamp

 11/05/15 RSU              415   54,768 
  02/19/16 RSU              1,610   212,472 
  02/22/17 RSU                      1,290   170,241 

Ernest J. Mrozek

 07/01/10 NQSO 6,650 0  6,650   0   28.20   07/01/2020     
  02/22/11 NQSO 3,190 0  3,190   0   40.89   02/22/2021     
  02/21/12 NQSO 3,530 0  3,530   0   42.86   02/21/2022     
  02/15/13 NQSO 3,075 0  3,075   0   50.45   02/15/2023     
  02/20/15 RSU              1,405   185,418 
  02/19/16 RSU              1,610   212,472 
  02/22/17 RSU                      1,290   170,241 

David C. Parry

 12/06/12 NQSO 4,930 0  4,930   0   45.08   12/06/2022     
  02/15/13 NQSO 3,075 0  3,075   0   50.45   02/15/2023     
  02/20/15 RSU              1,405   185,418 
  02/19/16 RSU              1,610   212,472 
  02/22/17 RSU                      1,290   170,241 

Livingston L. Satterthwaite

 04/05/11 NQSO 4,800 0  4,800   0   45.16   04/05/2021     
  02/21/12 NQSO 3,530 0  3,530   0   42.86   02/21/2022     
  02/15/13 NQSO 3,075 0  3,075   0   50.45   02/15/2023     
  02/20/15 RSU              1,405   185,418 
  02/19/16 RSU              1,610   212,472 
  02/22/17 RSU                      1,290   170,241 

Cynthia J. Warner

 02/15/13 NQSO 4,610 0  4,610   0   50.45   02/15/2023     
  02/20/15 RSU              1,405   185,418 
  02/19/16 RSU              1,610   212,472 
  02/22/17 RSU                      1,290   170,241 

(a)All options expire on the 10th anniversary of the grant date.
(b)See footnote 1 to table under “SECURITY OWNERSHIP” below for vesting provisions.
(c)Determined based upon the closing price of the Company’s Common Stock on December 29, 2017.
(3)Reflects matching gifts of up to $10,000 per year directed to Internal Revenue Code 501(c)(3)tax-exempt,non-profit organizations under the IDEX Corporation Matching Gift Program.

(4)(3)

Reflects Mr. Milzcik retired fromCook’s fees prorated for his service as Lead Director until December 14, 2020 and as Non-Executive Chairman of the Board in April 2017.beginning December 15, 2020.

20

Directors’ Outstanding Equity Awards at 2020 Fiscal Year End

The following table provides information on restricted stock units and stock option awards held by the Company’s non-management directors and the value of those awards as of December 31, 2020. All outstanding awards are in or exercisable for shares of Common Stock.

               

Option Awards

 

  

Stock Awards

 

               

Number of Securities
Underlying Unexercised
Options

 

        

Number of    

Shares or    

 Units of Stock     

that Have Not    

Vested and    
settled (#) (b)    

 

 

Market Value
of Shares or
Units of
Stock that
Have Not
Vested ($) (c)

 

Name  Grant Date    Type   

 # Shares   

(#)  

 

Shares          

 Exercised           

(#)          

 

 

 Exercisable   

(#) (a)  

 

 

   Unexercisable 

  (#)

 

  

Option

 Exercise 

Price ($)

 

  

Option

 Expiration 

Date (a)

 

 

Mark A. Beck

 01/02/18   RSU                        310   61,752
  04/25/18   RSU                   945 188,244
  05/10/19   RSU                   845 168,324
  05/07/20   RSU                         950 189,240

Mark A. Buthman

 04/06/16   RSU               1,290* 256,968
  02/22/17   RSU               1,290* 256,968
  04/25/18   RSU                   945 188,244
  05/10/19   RSU                   845 168,324
  05/07/20   RSU                         950 189,240

Carl R. Christenson

 06/17/19   RSU                    725 144,240
  05/07/20   RSU                          950 189,240

William M. Cook

 02/21/12   NQSO   3,530   0           3,530  0   42.86   02/21/2022     
  02/15/13   NQSO   3,075   0           3,075  0   50.45   02/15/2023     
  04/25/18   RSU               1,055 210,156
  05/10/19   RSU                 940 187,248
  05/07/20   RSU                     1,045 208,164

Katrina L. Helmkamp

 02/19/16   RSU               1,610* 320,712
  04/25/18   RSU                   945 188,244
  05/10/19   RSU                   845 168,324
  05/07/20   RSU                         950 189,240

Ernest J. Mrozek

 02/15/13   NQSO   3,075   0           3,075  0   50.45   02/15/2023     
  04/25/18   RSU                   945 188,244
  05/10/19   RSU                   845 168,324
  05/07/20   RSU                         950 189,240

David C. Parry

 12/06/12   NQSO   4,930   0           4,930  0   45.08   12/06/2022     
  02/15/13   NQSO   3,075   0           3,075  0   50.45   02/15/2023     
  04/25/18   RSU                   945 188,244
  05/10/19   RSU                   845 168,324
  05/07/20   RSU                         950 189,240

Livingston L. Satterthwaite

 04/05/11   NQSO   4,800   0           4,800  0   45.16   04/05/2021     
  02/21/12   NQSO   3,530   0           3,530  0   42.86   02/21/2022     
  02/15/13   NQSO   3,075   0           3,075  0   50.45   02/15/2023     
  02/20/15   RSU               1,405* 279,876
  02/19/16   RSU               1,610* 320,712
  02/22/17   RSU               1,290* 256,968
  04/25/18   RSU                   945 188,244
  05/10/19   RSU                   845 168,324
  05/07/20   RSU                         950 189,240

Cynthia J. Warner

 02/15/13   NQSO   4,610   0           4,610  0   50.45   02/15/2023     
  04/25/18   RSU                   945 188,244
  05/10/19   RSU                   845 168,324
  05/07/20   RSU                         950 189,240

(a)

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

(b)

See footnote 1 to table under “SECURITY OWNERSHIP” below for vesting provisions. Amounts marked with an asterisk have vested but the non-employee director has elected to defer settlement. Other amounts listed in this column have not vested or settled.

(c)

Determined based upon the closing price of the Company’s Common Stock on December 31, 2020.

SECURITY OWNERSHIP

The following table furnishes information as of March 2, 2018,15, 2021, except as otherwise noted, with respect to shares of Common Stock beneficially owned by (i) each director and nominee for director, (ii) each executive officer named in the Summary Compensation Table, (iii) directors, nominees and executive officers of the Company as a group, and (iv) any person who is known by the Company to be a beneficial owner of more than five percent of the outstanding shares of Common Stock.

Except as indicated by the notes to the following table, the holders listed below have sole voting power and investment power over the shares beneficially held by them. Under SEC rules, the number of shares shown as beneficially owned includes shares of Common Stock subject to options that are exercisable currently or will be exercisable within 60 days of March 2, 2018.15, 2021. Shares of Common Stock subject to options that are exercisable within 60 days of March 2, 2018,15, 2021, are considered to be outstanding for the purpose of determining the percentage of shares held by a holder, but not for the purpose of computing the percentage held by others. An * indicates ownership of less than one percent of the outstanding Common Stock.

For purposes of the following table, the address for each of the directors, nominees for director and executive officers of the Company is c/o 1925 West Field Court,3100 Sanders Road, Suite 200, Lake Forest, Illinois 60045.301, Northbrook, IL 60062.

 

Name and Address of Beneficial Owner 

Shares

Beneficially

Owned

 

Percent of

Class

Directors and Nominees (other than Named Executive Officers):

    

Mark A. Beck(1)

 310 *

Mark A. Buthman(1)

 2,580 *

William M. Cook(1)

 32,358 *

Katrina L. Helmkamp(1)

 3,315 *

Ernest J. Mrozek(1)

 26,030 *

David C. Parry(1)

 16,085 *

Livingston L. Satterthwaite(1)

 20,407 *

Cynthia J. Warner(1)

 11,695 *

Named Executive Officers:

    

Andrew K. Silvernail(2)

 

458,162

 *

William K. Grogan(2)(3)

 

25,665

 *

Eric D. Ashleman(2)(3)

 

69,868

 *

Denise R. Cade(2)(3)

 

16,370

 *

Jeffrey D. Bucklew(2)

 

37,830

 *

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

 

909,373

 

1.2%

Other Beneficial Owners:

    

BlackRock Inc.(5)

 7,338,809 9.6%

55 East 52nd Street New York, NY 10055

    

T. Rowe Price Associates, Inc.(6)

 7,335,829 9.6%

100 East Pratt Street, Baltimore, MD 21202

    

The Vanguard Group(7)

 6,546,359 8.6%

100 Vanguard Blvd. Malvern, PA 19355

    

Capital World Investors(8)

 6,024,905 7.8%

333 South Hope Street, Los Angeles, CA 90071

    

Wellington Management Company LLP(9)

 4,116,357 5.4%

280 Congress Street, Boston, MA 02210

    

21

Name and Address of Beneficial Owner 

Shares

Beneficially

Owned

 

Percent of

Class

Directors and Nominees (other than Named Executive Officers):

 

    

Mark A. Beck(1)

 

 

3,050  

 

 

 

*  

 

Mark A. Buthman(1)

 

 

5,320  

 

 

 

*  

 

Carl R. Christenson(1)

 

 

1,675  

 

 

 

*  

 

William M. Cook(1)

 

 

25,878  

 

 

 

*  

 

Lakecia N. Gunter(1)

 

 

220  

 

 

 

*  

 

Katrina L. Helmkamp(1)

 

 

6,055  

 

 

 

*  

 

Ernest J. Mrozek(1)

 

 

 

13,630  

 

 

 

*  

 

David C. Parry(1)

 

 

18,825  

 

 

 

*  

 

Livingston L. Satterthwaite(1)

 

 

18,347  

 

 

*  

 

Cynthia J. Warner(1)

 

 

14,435  

 

 

*  

 

Named Executive Officers:

 

    

Eric D. Ashleman(2)

 

 

91,181  

 

 

 

*  

 

Andrew K. Silvernail(2)

 

 

0  

 

 

 

*  

 

William K. Grogan(2)

 

 

80,275  

 

 

 

*  

 

Denise R. Cade(2)

 

 

38,364  

 

 

 

*  

 

Jeffrey D. Bucklew(2)

 

 

26,749  

 

 

*  

 

Daniel J. Salliotte(2)

 

 

25,025  

 

 

 

*  

 

Directors, Nominees and All Executive Officers as a Group: (19 persons)(3)

 

 

413,203  

 

 

 

0.5%  

 

Other Beneficial Owners:

 

    

The Vanguard Group(4)
100 Vanguard Blvd. Malvern, PA 19355

 

 

8,429,764  

 

 

 

11.1%  

 

BlackRock Inc.(5)
55 East 52nd Street New York, NY 10055

 

 

5,954,195  

 

 

 

7.9%  

 

T. Rowe Price Associates, Inc.(6)
100 East Pratt Street, Baltimore, MD 21202

 

 

5,517,459  

 

 

 

7.2%  

 

(1)

Includes 16,125, 16,445,6,605, 3,075, 8,005, 11,405 and 4,610 shares under exercisable options for Messrs. Cook, Mrozek, Parry and Satterthwaite, and Ms. Warner, respectively. Ms.Mss. Gunter and Helmkamp and Mr.Messrs. Buthman, Beck and Christenson do not have any options. Includes 4151,405 restricted stock units issued to Ms. HelmkampMr. Satterthwaite on November 5, 2015,February 20, 2015; for which vest on November 5, 2018;Mr. Satterthwaite elected to defer settlement; 1,610 restricted stock units issued to each of Ms. Helmkamp and Messrs. Mrozek, Parry andMr. Satterthwaite and Ms. Warner on February 19, 2016, which vest on February 19, 2019 (except for Ms. Helmkamp andwhich Mr. Satterthwaite who each elected to defer vesting); 1,810 restricted stock units issued to Mr. Cook on February 19, 2016, which vest on February 19, 2019;settlement; 1,290 restricted stock units issued to Mr. Buthman on April 6, 2016, for which vest on April 6, 2019; 1,290 restricted stock units issued to each of Ms. Helmkamp and Messrs.Mr. Buthman Mrozek, Parry and Satterthwaite and Ms. Warner on February 22, 2017, which vest on February 22, 2020 (except for Messrs. Buthman and Satterthwaite, who each elected to defer vesting); 1,450 restricted stock units issued to Mr. Cook on February 22, 2017, which vest on February 22, 2020; andsettlement; 310 restricted stock units issued to Mr. Beck on January 2, 2018, for which Mr. Beck elected to defer vesting.settlement; 945 restricted stock units issued to each of Mss. Helmkamp and Warner and Messrs. Beck, Buthman, Mrozek, Parry and Satterthwaite on April 25, 2018, which vest on April 25, 2021 (provided that Messrs. Beck, Buthman and Satterthwaite each elected to defer settlement); 1,055 restricted stock units issued to Mr. Cook on April 25, 2018, which vest on April 25, 2021; 845 restricted stock units issued to each of Mss. Helmkamp and Warner and Messrs. Beck, Buthman, Mrozek, Parry and Satterthwaite on May 10, 2019, which vest on May 10, 2022 (provided that Messrs. Beck, Buthman and Satterthwaite each elected to defer settlement); 940 restricted stock units issued to Mr. Cook on May 10, 2019, which vest on May 10, 2022; 725 restricted stock units issued to Mr. Christenson on June 17, 2019, for which Mr. Christenson elected to defer settlement; 950 restricted stock units issued to each of Mss. Helmkamp and Warner and Messrs. Beck, Buthman, Christenson, Mrozek, Parry and Satterthwaite on May 7, 2020, which vest on May 7, 2023 (provided that Messrs. Beck, Buthman, Christenson and Satterthwaite each elected to defer settlement); 1045 restricted stock units issued to Mr. Cook on May 7, 2020, which vest on May 7, 2023; and 220 restricted stock units issued to Ms. Gunter on January 29, 2021, which vest on January 29, 2024. The restricted shares and restricted stock units held by Messrs. Beck, Buthman and Cook, Ms. Helmkamp, Messrs. Mrozek, Parry, and Satterthwaite, and Ms. Warnerthe directors may vest earlier than the dates indicated above upon a change in control of the Company, retirement, or failure to bere-elected to the Board. All shares of restricted stock and restricted stock units are eligible for dividends.

(2)

Includes 330,231, 16,774, 41,779, 31,04061,944, 69,501, 24,012, 5,172 and 14,25030,632 shares under exercisable options for Messrs. Silvernail,Ashleman, Grogan, AshlemanBucklew and BucklewSalliotte and Ms. Cade, respectively. Mr. Silvernail forfeited all of his option awards that had not yet vested in connection with his separation from the Company on December 15, 2020.

(3)

Includes shares of restricted stock awarded by the Company as set forth in the following table. All shares of restricted stock are eligible for dividends and shall vest provided that the executive is employed on the vesting date(s). The restricted shares may vest earlier than the dates indicated below upon a change in control of the Company and certain other events. See “Outstanding Equity Awards at 2017 Fiscal Year End” under “EXECUTIVE COMPENSATION.”

Name of

restricted stock
owner

Shares of

Restricted

stock awarded

under Incentive

Award Plan

Dates Awarded

Vesting Dates

William K. Grogan

5,48501/03/201701/03/2020

Eric D. Ashleman

4,83507/15/201507/15/2018

Denise R. Cade

2,12010/26/201510/26/2018

(4)Includes 613,837243,834 shares under options that are exercisable currently or will be exercisable within 60 days of March 2, 2018, and 41,540 unvested shares of restricted stock or restricted stock units.15, 2021.

(5)(4)

Based solely on information in Schedule 13G, as of December 31, 2017,2020, filed by The Vanguard Group (Vanguard) with respect to Common Stock owned by Vanguard and certain subsidiaries. Vanguard has shared power to vote or direct the vote of 121,336 shares of Common Stock, sole power to dispose or to direct the disposition of 8,101,043 shares of Common Stock and shared power to dispose or to direct the disposition of 328,721 shares of Common Stock.

(5)

Based solely on information in Schedule 13G, as of December 31, 2020, filed by BlackRock, Inc. (BlackRock) with respect to Common Stock owned by BlackRock and certain subsidiaries, including BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock Capital Management, Inc., BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd.subsidiaries. BlackRock has sole power to vote or to direct the vote of 6,826,0375,154,810 shares of Common Stock and sole power to dispose or to direct the disposition of all 7,338,8095,954,195 shares of Common Stock.

(6)

Based solely on information in Schedule 13G, as of December 31, 2017,2020, filed by T. Rowe Price Associates, Inc. (Price Associates) and T. Rowe Price Mid-Cap Growth Fund, Inc.. Price Associates has sole power to vote or to direct the vote of 2,507,3802,300,321 shares of Common Stock and sole power to dispose or to direct the disposition of all 7,335,8295,517,459 shares of Common Stock.

22

(7)Based solely on information in Schedule 13G, as of December 31, 2017, filed by Vanguard Group (Vanguard) with respect to Common Stock owned by Vanguard and certain subsidiaries. Vanguard reports beneficial ownership of shares for itself, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary, and Vanguard Investments Australia, Ltd., a wholly-owned subsidiary. Vanguard has sole power to vote or to direct the vote of 60,697 shares of Common Stock, shared power to vote or direct the vote of 16,474 shares of Common Stock, sole power to dispose or to direct the disposition of 6,473,973 shares of Common Stock and shared power to dispose or to direct the disposition of 72,386 shares of Common Stock.
(8)Based solely on information in Schedule 13G, as of December 29, 2017, filed by Capital World Investors, a division of Capital Research and Management Company (Capital World). Capital World has sole power to vote or to direct the vote of 6,005,013 shares of Common Stock and sole power to dispose or to direct the disposition of all 6,024,905 shares of Common Stock.
(9)Based solely on information in Schedule 13G, as of December 29, 2017, filed by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP (together, the Wellington HC Entities) and Wellington Management Company LLP (Wellington Management Company). The Wellington HC Entities each have shared power to vote or to direct the vote of 3,613,389 shares of Common Stock and shared power to dispose or to direct the disposition of all 4,116,357 shares of Common Stock. Wellington Management Company has shared power to vote or to direct the vote of 3,562,911 shares of Common Stock and shared power to dispose or to direct the disposition of 4,002,715 shares of Common Stock.

23

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes our executive compensation philosophy and programs, and compensation decisions made under those programs for our named executive officers (NEOs) for fiscal year 2017,2020, who are listed below.

 

  Name

 

  Title

Eric D. Ashleman

Chief Executive Officer and President(1)

Andrew K. Silvernail

 

Former Chairman President and Chief Executive OfficerOfficer(1)

William K. Grogan

 

Senior Vice President and Chief Financial Officer

Eric D. Ashleman

Denise R. Cade

 Senior Vice President and Chief Operating Officer
Denise R. Cade

Senior Vice President General Counsel and Corporate Secretary

Jeffrey D. Bucklew

 

Senior Vice President and Chief Human Resources Officer(2)

Daniel J. Salliotte

Senior Vice President, Corporate Development

(1)

Effective December 15, 2020, Mr. Silvernail resigned, and Mr. Ashleman was named Chief Executive Officer. Mr. Ashleman was President and Chief Operating Officer prior to his appointment as Chief Executive Officer.

(2)

Mr. Bucklew ceased to serve as Senior Vice President and Chief Human Resources Officer on January 31, 2021.

Principles of Our Compensation Programs

 

Pay-for-Performance

 

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

Alignment with Stockholders’
Interests

 

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

Variation Based on

Performance

 

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

Compensation Philosophy

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

 

Compensation Philosophy

 

How We Deliver

Attract and retain an effective management team

 

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

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

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

 

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

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

24

Compensation PhilosophyHow We Deliver

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

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

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

 

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

•  Specific financial measures used in our incentive programs include:

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

–  Total stockholder return (TSR) relative to companies in the Russell Midcap Indexrelevant market index in our long-term incentive planplan.

Align the interests of management and stockholders

 

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

Governance Best Practices

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

What We Do

 

Ö

AnnualSay-on-Pay Vote: We conduct an annualsay-on-pay advisory vote. At our 20172020 Annual Meeting of Stockholders, more than 96%95% of the votes cast on thesay-on-pay proposal were in favor of the fiscal year 20162019 compensation of our NEOs.

 

Ö

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

 

Ö

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

 

Ö

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

 

Ö

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

 

Ö

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

 

25

Ö

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

What We Don’t Do

 

×

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

 

×

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

 

×

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

 

×

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

Fiscal Year 2017 Performance Highlights and Impact on Incentive Compensation

Despite the difficult conditions presented with the COVID-19 pandemic in 2020, we were able to deliver for our shareholders, customers and employees as the Company performed well throughout with a focus on workplace safety, business continuity, liquidity and playing offense opportunistically. The Company continuedperformance highlights and accomplishments indicated in the chart below are closely related to perform against its strategic plan and business plan in 2017, withthe performance metrics under our executive compensation programs.

LOGO

2020 Performance Highligts*"EPS, orders and sales up 9% andwere down, butCompany bounced back with a strong 4th quarter"Cash from operations of $569 million,Up 8%, respectively, compared to from the prior year, and gross marginled to recordfree cash flow of 45%,$518 million, up 90 basis points. The following illustrates our 2017 performance highlights, and how our incentive programs are designed9%,131% of adjusted net incomeContinued to drive performance.

LOGOpay quarterly dividendat same level each quarterAcquired flow management devices,LLCHow incentives support Performance Short-Term Goals Adjusted EPS Adjusted cash flow as a Percentage of net income Organic sales growthLong-term goals Relative TSRIncentive plan results2020 bonus payout of 90% Adjusted EPS of $5.04 Adjusted cash flow of 133% of Adjusted net income Organic sales growth of -8.8%2018-2020 PSU payout of 201% Three-year TSR of 53% (70th Percentile relative ranking)

 

*

A reconciliation from GAAP tonon-GAAP financial measures and other related information is included in Item 6 of the Company’s Annual Report on Form10-K for the fiscal year-endedyear ended December 31, 2017.2020. In addition to the adjustments noted in the Form10-K, additional adjustments are used to determine the short-term incentive payouts, including adjustments related to acquisitions and divestitures, actual capital expenditures and actual share count compared to the annual plan.

These performance highlights and significant recent accomplishments are closely related to performance metrics underKey Takeaways of our executive compensation plans. 2020 Executive Compensation Program

For 2017, the2020, our executive compensation programs were designed to directly link compensation opportunities to the financial performance

2017 Performance Highlights* Orders up 9% Sales up 8% Adjusted EPS up 15% Cash from operations of $432.8M led to FCF of $388.9M, 117% of Adjusted net income Increased quarterly dividend by 9% Acquired thinXXS Microtechnology and divested Faure Herman Annual TSR of 49% How Incentives Support Performance Short-Term Goals Adjusted EPS Adjusted Cash Flow Conversion Organic Sales Growth Long-Term Goals Relative TSR Incentive Plan Results 2017 Bonus Payout of 181% Adjusted EPS of $4.31 Adjusted Cash Flow Conversion of 117% of adjusted net income Organic Sales Growth of 6% 2015-2017 PSU Payout of 239% Three -year TSR of 81% (78th percentile relative ranking)

26

metrics that we believe are the best measures of success in our business: earnings per share (EPS),EPS, cash flow conversion, organic sales growth and relative total stockholder return (TSR).TSR.

The 20172020 bonus payouts were 181%90% of target reflecting record performance. Our TSR for the 2015-2017 period was 81%, which resulted in a 78th percentile performance comparedtarget. This payout level includes an adjustment due to the companiesCompany’s actions in light of the COVID-19 pandemic as described in the S&P Midcap 400 Industrials index and resulted in a 239% payoutShort-Term Incentives section of performance stock units (PSUs).the 2020 Executive Compensation Program below.

•

Our TSR for the 2018-2020 period was 53%, which resulted in 70th percentile performance compared to the companies in the Russell Midcap Index, and resulted in a 201% payout of performance stock units (PSUs). The maximum possible payout is 250%, which is earned when 80th percentile performance is achieved or exceeded.

NEO Compensation Aligns with Company Performance

The compensation opportunities of our executives are directly tied to the performance of the Company. Ourpay-for-performance philosophy is demonstrated by the following elements of our executive compensation program for 2017:2020:

Approximately 83%84% of our CEO’s 2017Mr. Silvernail’s 2020 total targeted pay was performance-based, and an average of approximately 69%73% of our other NEOs’ total targeted pay in 20172020 was performance-based. The charts below show the allocation of 20172020 targeted pay across base salary, the annual cash incentive award, and the long-term incentive award for Mr. Silvernail and our CEO and other NEOs.*

 

LOGO

Other NEOs 2020 target compensation mix Cash Compensation 48% Equity Compensation 52% Performance-Based 73% Base Salary 27% Short-Term Incentives 21% Long Term Incentives 52%CEO 2020 Target Compensation Mix Cash Compensation 36% Equity Compensation 64%Performance-Based 84% Base Salary 16% Short-Term Incentives 20% Long-Term Incentives 64%

 

*
LOGO

Data reflects Mr. Silvernail’s target compensation as Chairman and Chief Executive Officer and Mr. Ashleman’s target compensation as President and Chief Operating Officer.

In 2017,2020, our long-term incentives continued to represent the single largest component of our CEO’s and other NEOs’ targeted pay, representing approximately 65%64% and 48%52% of total targeted pay, respectively.

Maintaining a balanced perspective is a core part of the Company’s business strategy, which requires employees to take calculated risks to capitalize on anticipated changes in the Company’s numerous businesses. The Compensation Committee believes that balancing the proportion of cash andnon-cash awards, as well as short-term versus long-term awards, is important to motivate performance while mitigating risk. Cash-based awards are important in motivating executives for the short-term, while long-term incentives focus executives who have the greatest ability to impact business results on managing the business for the long-term and reinforce the link between their earnings opportunity and the long-term growth of the Company.

Our 20172020 incentive awards are directly tied to performance metrics that balance absolute and relative performance goals: EPS, cash flow conversion, organic sales growth and TSR (measured on a relative basis). We believe these are the best measures of our financial success and support the creation of stockholder value.

27

Role ofSay-on-Pay

The Company held an advisory vote on executive compensation(say-on-pay) at the Company’s 20172020 Annual Meeting of Stockholders. Thesay-on-pay advisory vote received support from over 96%95% of the shares voted at the 20172020 Annual Meeting. The Compensation Committee believes this affirms

stockholders’ support of the Company’s approach to executive compensation. Accordingly, the Compensation Committee did not make any material changes to the underlying structure of our executive compensation program for fiscal year 2017.2020. The Compensation Committee will continue to

review and consider the outcome of the Company’ssay-on-pay votes when making future compensation decisions for the NEOs.

Other Fiscal Year 2017 Highlights and Accomplishments

Employee Engagement: 2017 was also a year where we made great progress as a Company in continuing to build a culture and environment where all of our employees are engaged and have the tools and support they need in order to truly do and be their best every day. Measuring employee engagement provides us with data to focus on the levers most significant to driving employee engagement and ultimately improved business performance. During 2017, our overall employee engagement score increased significantly, by 4 percentage points, over the prior year, which puts us within one percentage point of our long-term goal of achieving sustainable top quartile performance.

Community Involvement:We are proud of the efforts of our employees during 2017 to positively impact the communities in which we live and work.From partnering with local food banks and soup kitchens, to helping to build or improve schools, to providing toys, clothing and other essentials to impoverished or sick children, to donating and assembling toiletry kits for the homeless, IDEX employees around the world are solving problems and improving the lives of the people around them. In partnership with the IDEX Foundation, in 2017 more than 1,400 IDEX employees participated in over 50 community or charitable events, spanning three continents and touching thousands of lives.

28

20172020 Executive Compensation Program

The following discussion describes our 20172020 compensation elements and 20172020 compensation decisions related to our NEOs.

2017CEO Transition

Effective December 15, 2020, Mr. Silvernail resigned, and Mr. Ashleman was named Chief Executive Officer. The terms of Mr. Silvernail’s separation agreement can be found in the Potential Payments upon Termination or Change in Control section below. In conjunction with Mr. Ashleman’s appointment as Chief Executive Officer, the IDEX Board of Directors established the terms of his compensation with an annual base salary of $900,000, an annual incentive target of 100% of annual base salary and an annual long-term incentive target of $3,700,000.

2020 Key Compensation Elements

The material elements of 20172020 compensation for the NEOs are outlined below:

 

Element

  

Type of Pay

  

Purpose

  

General Characteristics

Base Salary

  

Fixed

  

Provides a fixed level of current cash compensation consonant with the executive’s primary duties and responsibilities and necessary to attract, retain and reward NEOs.

  

Reviewed annually and adjusted as necessary to reflect market changes, salary budgets and individual performance.

Short-Term
Incentives —
Annual Bonus

  

Performance-
Based

  

Focuses NEOs on annual performance by rewarding corporate and individual performance and achievement ofpre-determined goals.

  

Variable cash payments. Annual awards based on performance againstpre-determined individual and corporate performance goals.

Long-Term
Incentives —
Stock Options

  

Performance-
Based

  

Provides retention through vesting schedules and aligns each NEO’s interests with long-term stockholder interests by linking a substantial portion of each executive’s compensation to increases in the price of Common Stock.

  

Variable compensation based on stock value. Options are granted with exercise prices not less than fair market value at grant date and vest ratably over four years.

Long-Term
Incentives — Restricted Stock Awards
PSUs

  

Performance-
Based

  Provides retention through vesting schedules and aligns the interests of NEOs with stockholders.Variable compensation based on stock performance during vesting period. Restricted stock cliff vests in three years.
Long-Term Incentives — PSUsPerformance-
Based

Ties long-term compensation to relative performance, further aligning the interests of NEOs with stockholders.

  

PSUs vest based on continued service and relative total shareholder returnTSR compared to companies in the Russell Midcap IndexS&P 500 over a cumulative three-year period.

Retirement/Other

  

Fixed/
Voluntary

  

Provides overall wealth accumulation and retention.

  

Various market-based retirement and welfare benefits and perquisites.

Base Salary

Base salaries are typically reviewed annually in February and may be adjusted to reflect market data, as well as individual responsibility, experience and performance. The table below highlights the change in 20172020 base salary for each NEO, reflecting anone or more of the following: annual merit increase, for each NEO, plus a promotional increase for Mr. Grogan as he assumed the Chief Financial Officer role.

NEO  

2017
Base
Salary
Rate

($)

   

2016
Base
Salary
Rate

($)

   Percentage
Increase		 
Andrew K. Silvernail   983,400    954,800    3% 
William K. Grogan   437,800    278,100    57% 
Eric D. Ashleman   530,500    515,000    3% 
Denise R. Cade   445,600    432,600    3% 
Jeffrey D. Bucklew   377,300    366,300    3% 

29market and/or performance-related adjustments. Base pay is typically paid over 26 bi-weekly

pay periods throughout the year. In 2020, the NEOs and other employees on the same bi-weekly pay schedule received a 27th pay period payment due to the payroll calendar, which resulted in higher amounts listed in the Summary Compensation Table than those listed in the following table.

NEO

 

  

 

2019
Base
Salary
Rate
($)

 

   

 

2020
Base
Salary
Rate

($)

 

   

Percentage
Increase

 

 

Eric D. Ashleman1

  

 

630,000

 

  

 

675,000

 

  

 

7

% 

Andrew K. Silvernail

  

 

1,030,000

 

  

 

1,060,900

 

  

 

3

% 

William K. Grogan

  

 

515,000

 

  

 

530,500

 

  

 

3

% 

Denise R. Cade

  

 

474,000

 

  

 

488,000

 

  

 

3

% 

Jeffrey D. Bucklew

  

 

412,000

 

  

 

424,500

 

  

 

3

% 

Daniel J. Salliotte

  

 

354,500

 

  

 

365,000

 

  

 

3

% 

(1)

Mr. Ashleman’s base salary rate was increased to $675,000 in connection with his appointment to serve as the Company’s President effective February 21, 2020. His base salary rate was subsequently increased to $900,000 in connection with his appointment to serve as the Company’s Chief Executive Officer effective December 15, 2020.

Short-Term Incentives

 

The Company administers the short-term incentive plan under two distinct plans: the Management Incentive Compensation Plan (MICP) and the Incentive Award Plan (IAP). Both plans are based on the same metrics and payout mechanics, but the IAP is approved by stockholders and designed in order to allow bonuses to be deductible under Internal Revenue Code (IRC) Section 162(m) and applies to Messrs. Silvernail, Ashleman and Bucklew, and Ms. Cade, while the MICP applies to Mr. Grogan. The remainder of this section describes the general terms of both plans without distinguishing between the two. The amount of the annual cash bonus paid to each participant under both plans is determined under the following formula:

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

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

For 2017,2020, the measurable quantitative objectives within the Business Performance Factor were adjusted EPS and adjusted cash flow conversion. Adjusted EPS excludes from reported earnings per shareconversion; the impact of acquisition and divestiture-related income and charges, and restructuring charges (EPS Adjustments). Adjusted cash flow conversion is cash flow as a percent of net income excluding the impact of the EPS Adjustments. The payout of each quantitative objective is a function of the amount by which actual performance exceeds or falls short of goal, with a maximum payout of 200% of target for each objective. For 2017, no bonus was payable unless a minimum threshold for adjusted EPS was met. The adjusted EPS threshold for 2017 was $3.37.

For 2017, the 30% strategic measure was organic sales growth. Organic sales growth is a critical business metric

and helps identify the underlying health of the Company’s businesses and management’s ability to increase sales through innovation and customer focus. Organic sales is defined

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 Business Performance Factor, as net salespermitted by the terms of the MICP. After the year is complete, the Compensation Committee reviews the adjustments put forward by the Company adjustedfor approval, resulting in the final Business Performance Factor. Typical adjustments include, but are not limited to, excludethe impact of acquisition and divestiture-related income and charges, restructuring charges, capital expenditure investments versus plan, and the impact of foreign currency translationtranslation.

The categories that the Compensation Committee may consider for adjustments include one that excludes the impact of “extraordinary items (i.e., natural disasters,

terrorism, war, etc.).” Another category that the Compensation Committee may consider for adjustment is any “one-time unusual event(s).” It is under these two categories that the Compensation Committee first discussed the potential impact of the pandemic and sales from acquired businesses during the first twelve monthspossibility of ownership.having adjustments while establishing goals at its meeting in February 2020. The goalCompensation Committee decided at that time not to adjust the goals because it did not want to speculate on the impact of COVID-19 on results prematurely. The Compensation Committee continued to discuss the impact of the pandemic and the Company’s response to the pandemic at its June, September, November and December 2020 meetings and waited for organic sales growth isthe year to unfold before making a final decision on how 2020 short-term incentives should be impacted. The Compensation Committee ultimately reviewed the impact of COVID-19 and the steps that the Company took in response to the pandemic after the year ended. Rather than adjusting the results under the adjustment process described previously, the Compensation Committee made a discretionary adjustment as explained below.

COVID-19 had a material impact on the Company’s 2020 results and on the targets established relativeat the beginning of the year. As the Compensation Committee considered the impact of COVID-19 on results, it considered the actions the Company implemented at the start of the pandemic to expected growth in key markets, such as industrial,ensure the health and science instrumentation, energywell-being of employees and firebusiness continuity, followed by the Company’s shift to an offensive approach to seek new business opportunities to help in the fight against the pandemic. Specifically, the Compensation Committee recognized the following factors:

Leadership reacted quickly to prioritize employee safety, which also led to business continuity. Strict COVID-19 safety protocols were established across the Company early in the pandemic – including social distancing, mask wearing, temperature taking, and rescue.

quarantine policies, which limited the potential spread of the virus in the Company’s facilities, although the virus was occasionally introduced by employees from the outside community. These actions ensured the ongoing security and long-term viability of the Company.

The Company increased its focus on disciplined cost controls and liquidity to weather the volatile economic conditions and to provide enough capital for its operational needs. The Company quickly modified key performance management processes in all businesses and implemented new tools to aid in a daily focus on cash. In response to the challenges presented by the pandemic, the Company generated record free cash flow in the second quarter, discontinued share buybacks and issued $500 million of new senior notes at its lowest coupon ever to cover debt coming due and bolster its cash position.

The Company effectively used temporary furlough and part-time work alternatives to respond to lower demand and weather the early economic downturn, minimizing permanent job losses and positioning the Company to rebound quickly as the economy began improving. Leadership restructured businesses where impacts were likely to be long-term, positioning those business units for an eventual recovery.

While addressing the immediate concerns of safety and business continuity, the Company also addressed the rapidly changing needs in a world rising to meet the challenges of the pandemic. The Company focused on serving customers, developing and manufacturing products to overcome COVID-19, delivering solutions that helped us overcome the public health

crisis. Business units that were critical suppliers to healthcare and other core industries increased production, including producing components for DNA sequencing and other lab machines, testing materials to detect the virus, and producing machinery critical to the mass-scale production of an eventual vaccine and seals used in hospital ventilators. Other efforts included developing new disinfectant sprayer systems, pumps used in the

production of hand sanitizer and water disinfectant systems.

•Through these efforts, the Company continued to deliver value for our shareholders, with 2020 TSR at 14% and at the 64th percentile relative to companies in the S&P 500. The Company finished the year with strong fourth quarter orders, adjusted EPS and free cash flow all higher than the prior year period.
 

 

30

For 2017,2020, the relative weightings and the performance against the quantitative and strategic measures resulted in a recommendedcalculated Business Performance Factor of 181%60%, as shown in the table below. In light of the actions that the Company took in anticipation and as a result of the pandemic as described above, the Compensation Committee, in its discretion, decided to adjust the payout of the organic sales growth component, resulting in a final Business Performance Factor of 90% of target for the NEOs, as well as the 190 other leaders and employees linked to the Company’s Business Performance Factor. The Committee chose to adjust organic sales growth to target payout as that metric was drastically impacted by events outside the control of the leaders and, despite actions taken, was quickly and significantly below threshold achievement. Further details can be found in the tables below.

 

MICP Objective         Goal                  Actual*            Payout    

MICP

  Weighting  

  

Business

Performance

Factor

          Goal                  Actual*            Payout    

MICP

  Weighting  

  

Business

Performance

Factor

 

Adjusted EPS

 $3.87  $4.27  200%  50%  100%  

 

 

 

 

$5.55

 

 

 

 

 

 

$

 

 

5.04

 

 

 

 

 

 

 

 

 

41.1%

 

 

 

 

 

 

 

 

 

50%

 

 

 

 

 

 

 

 

 

20.6%

 

 

 

 

Adjusted Cash Flow Conversion 117%  118%  105%  20%  21%  

 

 

 

 

105%

 

 

 

 

 

 

 

 

 

133%

 

 

 

 

 

 

 

 

 

196.9%

 

 

 

 

 

 

 

 

 

20%

 

 

 

 

 

 

 

 

 

39.4%

 

 

 

 

Organic Sales Growth  1.0%  6.0%  200%  30%  60%   

 

-2.0%

 

 

 

  

 

-8.8%

 

 

 

  

 

0.0%

 

 

 

  

 

30%

 

 

 

  

 

0.0%

 

 

 

Adjustment to Organic Sales Growth

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

30%

 

 

 

Total

       100%  181%   

 

 

 

  

 

 

 

  

 

 

 

 

 

 

 

 

100%

 

 

 

 

 

 

 

 

 

90%

 

 

 

 

 

*

A reconciliation from GAAP tonon-GAAP financial measures and other related information is included in Item 6 of the Company’s Annual Report on Form10-K for the fiscal year-endedyear ended December 31, 2017.2020. In addition to the adjustments noted in the Form10-K, additional adjustments are used to determine the short-term incentive payouts, including adjustments related to acquisitions and divestitures, actual capital expenditures and actual share count compared to the annual plan.

The short-term incentive payments are included in the 20172020 Summary Compensation Table under the“Non-Equity Incentive Plan Compensation” column and summarized in the table below.

 

NEO Base Salary Rate  
($)		    Target Incentive    Business
Performance
    Factor    		   2017 Short-
Term
Incentive
Award ($)		  

Base Salary
Rate ($)

 

  

Individual
Target Bonus
Percentage

 

  

Business
Performance
Factor

 

  

Calculated
Amount (1)

 

  

Discretionary
Adjustment
Percentage

 

  

Discretionary
Adjustment
Amount (2)

 

  

Total
Payment

 

 

Andrew K. Silvernail

 983,400  100%  181%    1,779,954 

Eric D. Ashleman (3)

 900,000  100%  60%  25,082  30%  12,541  37,623 

Eric D. Ashleman (3)

 675,000  90%  60%  347,569  30%  173,785  521,354 

William K. Grogan

 437,800  70%  181%    554,693  530,500  75%  60%  238,725  30%  119,363  358,088 

Eric D. Ashleman

 530,500  75%  181%    720,154 

Denise R. Cade

 445,600  65%  181%    524,248  488,000  70%  60%  204,960  30%  102,480  307,440 

Jeffrey D. Bucklew

 377,300  70%  181%    478,039  424,500  70%  60%  178,290  30%  89,145  267,435 

Daniel J. Salliotte

 365,000  65%  60%  142,350  30%  71,175  215,525 

(1)

The short-term incentive payments are included in the 2020 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

(2)

The discretionary adjustment amounts are included in the 2020 Summary Compensation Table under the “Bonus” column.

(3)

Mr. Ashleman’s incentive compensation plan payment was pro-rated for his time as Chief Operating Officer and President until December 14, 2020 and Chief Executive Officer and President beginning on December 15, 2020. Mr. Silvernail left the Company on December 15, 2020 and did not receive an incentive compensation plan payment; however, he received a separation payment equal in value to the incentive compensation plan payment, as indicated in the “All Other Compensation” column of the Summary Compensation Table below.

Prior to 2018, the Company also provided short-term incentive payments under the Incentive Award Plan (IAP) to allow performance-based bonuses to certain executives to be fully deductible under Internal Revenue Code (IRC) Section 162(m). The Tax Cut and Jobs Act eliminated the deductibility of excess qualified performance-based compensation under IRC Section 162(m). The MICP, under which the 2020 short-term incentives were administered, is the plan that has historically governed annual incentives for the broader executive population and the plan under which the Chief Financial Officer received short-term incentive awards prior to 2018. Final awards under the MICP are calculated the same as awards under the IAP had been calculated.

20172020 Long-Term Incentive Awards

Long-term incentive awards are generally made on an annual basis, or at the time of a special event (such as upon hiring or promotion). We typically grant awards onat the date of the firstFebruary Board meeting of aeach year, or the date of the annual meeting of stockholders. We attempt to make awards during periods when we do not havenon-public information whichthat could impact our stock price. Working with its independent

compensation consultant, the Compensation Committee granted long-term incentive awards to the NEOs in early 2017. Other than the CEO, each2020. Each NEO has a long-term incentive target stated as a percentage of base salary. The long-term incentive targets are established on an

individual basis taking into consideration market median practice for each role, and individual impact and performance.

In 2020, the NEOs received annual long-term incentive awards consisting of PSUs and stock options, which are intended to emphasize the link between pay and performance. The target number of PSUs granted was determined by dividing the PSU award value by the closing price of Common Stock on the date of grant. The number of stock options granted was determined by dividing the stock option award value by the grant date fair value, utilizing the Binomial lattice option-pricing model. For

 

31

additional details of the assumptions made in the valuation of such awards, see note 16 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

The Compensation Committee may grant awards above or below target based on individual and Company performance and did grant awards above target in 2017 based on individual performance and Company performance. In determiningFebruary 2020, the appropriate grant levels, theCompensation Committee reviewed the Company’s performance compared to oneone- and three-year TSR, revenue and EPS growth of companies in the executive pay peer group (listed below)., as well as performance against strategic goals established at the beginning of the year. Based on this review, the Compensation Committee determined to grant at-target long-term incentive award values

In 2017,to the NEOs receivedfor 2020. The Compensation Committee intends to perform a similar review annually and may adjust annual long-term incentives above or below target levels as appropriate to support the Company’s pay-for-performance philosophy.

2020 CEO Awards. For 2020, the Board granted Mr. Silvernail an award based on the Compensation Committee’s recommendation, which considered Mr. Silvernail’s compensation position relative to the market, his outstanding performance in leading the Company, and the Company’s strong performance during the prior three-year period. The following chart shows the grant value recommended by the Compensation Committee and approved by the Board, and the Summary Compensation Table reported value of Mr. Silvernail’s long-term incentive awards consistingfor 2019 and 2020. The Summary Compensation Table reported value reflects the grant date fair value determined in accordance with FASB ASC Topic 718.

       2019          2020     

Grant Value

 $5,475,000  $5,475,000 

Reported Value

 $6,575,467  $6,277,937 

Mr. Ashleman did not receive a special award upon his appointment as Chief Executive Officer on December 15, 2020. The Compensation Committee and the Board determined that Mr. Ashleman’s first equity award as Chief Executive Officer would be in February 2021, as part of approximately 50% PSUs and 50% stock options. Starting in 2016, the Company eliminated restricted stock awards from the annual long-term incentiveaward process, and would have a targeted grant value of $3,700,000. As with the other NEOs, the Compensation Committee and the Board will consider similar criteria in assessing future awards for Mr. Ashleman to the NEOs in order to emphasize the link between pay and performance. Restricted stock awards represented approximately 15% of the long-term incentive grants to the NEOs in 2014 and 2015.determine whether an upward or downward adjustment is warranted.

Objectives of Long-Term Incentive Vehicles

The Compensation Committee believes that PSUs and stock options and restricted stock allboth motivate management actions that drive the creation of stockholder value and promote executive stock ownership. However, each long-term incentive component has different characteristics. The value of the PSUs after the approximate three-year performance period is directly linked to relative TSR, as described above, as well as the stock price movement during the performance period. Stock options provide value only to the extent that the Company’s stock price appreciates above the stock price on the date of grant. Restricted stock awards provide value regardless of whether the Company’s stock price appreciates and help retain executives over the course of business and market cycles that may negatively impact the Company’s operations and stock price in the short term. While the Company did not include restricted stock awards in the annual grant to the NEOs, the Company continues to provide restricted stock awards for special equity awards and for annual grants below the executive

leadership level. In 2017, Mr. Grogan received a restricted stock award as part of the compensation package associated with his appointment as CFO.

PSU Design Features

The PSUs have aan approximate three-year performance period and measure the Company’s relative TSR against the TSR of companies in the Russell Midcap IndexS&P 500 index at the end of the three-year performancesuch period. If the Company achieves 50th percentile TSR performance as compared to the group of companies, each NEO will receive the target number of performance units, paid out in shares of Common Stock. Threshold performance is at the 33rd percentile, which will result in a payout equal to 33% of target; performance below this level will result in zero payout. Maximum payout is 250% of the target number of shares for 80th percentile performance or higher. Payouts are interpolated between the 33rd percentile and 50th percentile and between the

50th percentile and 80th percentile performance. Cumulative dividend equivalent payments will be made at the end of the performance period based on the number of shares of Common Stock received by each executive.

In selecting relative TSR as the measure, the Compensation Committee noted that TSR is highly correlated with a combination of other metrics that are important to the Company and to investors, notably: return on invested capital, operating profit margin and compound annual sales growth rate (CAGR).

Consistent with 2016,For the 2020 PSU grant, the Compensation Committee selected the Russell Midcap IndexS&P 500 index companies as the comparator group for relative TSR, for the 2017 PSU grant. In selectingas IDEX was added to this index in August 2019. Prior to this change, companies in the Russell Midcap Index companies,index were the Compensation Committee’s objective was to have a sizeable group of companies similar in revenue and market capitalization to the Company.comparator group. In addition, the Compensation Committee seeks to aligna one-year post-vest holding requirement was instituted with the mutual funds within the Company’s largest stockholders as

32

they generally hold a broad range2020 PSU grant, which will further align our executives’ interests with those of investments covering multiple industries.shareholders.

Our PSU grant for the 2015-20172018-2020 performance period resulted in a 239%201% payout based on an 81%a 53% TSR, which resultedplaced the Company in 78ththe 70th percentile performance compared to theof companies in the S&P Midcap 400 Industrials Index, which was the index used prior to 2016, when the Compensation Committee selected the Russell Midcap Index companies as the comparator group for relative TSR.Index.

Setting Executive Compensation

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

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

Under the terms of its agreement with the Compensation Committee, F.W. Cook will not provide any other services to the Company, unless directed to do so by the Compensation Committee. During fiscal year 2017,2020, F.W. Cook provided no services to the Company other than to advise the Compensation Committee on executive andnon-employee director compensation issues. In its review, the Compensation Committee did not identify any conflicts of interest raised by the work F.W. Cook performed in fiscal year 2017,2020, nor any business or personal relationships that would impair F.W. Cook’s independence.

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 and a thorough review of the market benchmarking data discussed below. The CEO pay recommendations put forth by the Compensation Committee are then reviewed and subject to approval by the Board.

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

 

 1.

Contribution

 

Value to IDEX; short- andshort-and long-term

 

33

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

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.

The Compensation Committee undertook a review and analysis to ensure that the 20172020 executive compensation programs appropriately reflected the market for talent. The Compensation Committee considered relevant market pay practices to ensure the Company’s ability to recruit and retain high performing talent across its diversified markets and global footprint. Two surveys and a peer group analysis were utilized for the 20172020 executive compensation market analysis for the NEOs.

Survey Data

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

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 20162019 with the Compensation

34

Committee. Based on that review, for 20172020 the Compensation Committee removed Circoradded Agilent Technologies, Inc., Mettler-Toledo International Inc., Dresser-Rand Group Inc., Pall and Waters Corporation and Viavi Solutions Inc. Circor International Inc. was removed becauseas companies focused on life sciences. Life science-focused business accounts for approximately 20% of the company size was less similar to the Company when compared to the other peer companies or potential peer companies. Dresser-Rand Group Inc. and Pall Corporation were removed because they were acquired by Siemens and Danaher Corporation, respectively. Viavi Solutions Inc. was removed because its business operations were less similar to the Company when compared to its predecessor company, JDS Uniphase, and the other peer companies. SPX Corporation was removed and replaced with SPX Flow, Inc., which was spun off from SPX Corporation. The Compensation Committee added CLARCOR, Inc., Lincoln Electric Holdings, Inc., and Woodward, Inc. to the peer group because they all have similar business operations and are considered relevantpay-for-performance peers.Company’s revenue.

 

Actuant Corporation

AMETEK,Agilent Technologies, Inc.

Bruker Corporation

CLARCOR, Inc.

Colfax Corporation

Crane Co.

Donaldson Company, Inc.

Dover Corporation

Flowserve Corporation

Graco Inc.

ITT Corporation

KLA-Tencor Corporation

Lincoln Electric Holdings, Inc.

Nordson Corporation

AMETEK, Inc.		Mettler-Toledo International Inc.

Pentair Ltd.

Bruker Corporation		Nordson Corporation

PerkinElmer, Inc.

Colfax Corporation		Pentair Ltd.

Crane Co.

PerkinElmer, Inc.
Donaldson Company, Inc.Roper Technologies, Inc.

Dover Corporation

SPX Flow, Inc.

Enerpac Tool Group

Waters Corporation
Flowserve CorporationWatts Water Technologies, Inc.

Graco Inc.

Woodward, Inc.

ITT Corporation

Xylem Inc.

KLA-Tencor Corporation

The Compensation Committee believes that multiple data sources provide for a clearer perspective of the market. As such, with the assistance of management and F.W. Cook, the

Compensation Committee developed an aggregate composite of the market data to establish target compensation levels for the executives weighted as follows:

 

Position(s) Survey Weighting Peer Group Weighting Rationale
President and Chief Executive Officer; and Senior Vice President and Chief Financial Officer 20% 80% Positions are required to be represented in all of the proxy peer group companies; closest representation of the corporate profile; balance of peer and survey data.

Senior Vice President, General Counsel and Corporate Secretary; and Senior Vice President and Chief Human Resources

Officer

 70% 30% Limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data.
Senior Vice President and Chief Operating Officer 100% 0% 

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

 

35

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

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

Officer; and Senior Vice President, Corporate Development

 100%   0%   Very limited number of position matches in the proxy group; pool for talent would include the broader industry representation in the survey data.

Other Compensation Components

Employee Benefits

The NEOs participate in group health, welfare and qualified retirement programs available to all of the Company’s employees. The NEOs also participate in nonqualified supplemental retirement plans, deferred compensation arrangements and supplemental disability benefits. Participation in these nonqualified plans is intended to provide the NEOs with the opportunity to accumulate retirement benefits at levels above the limitations imposed by tax qualified plans. For a more complete

explanation of these plans, see the “Narrative to 20172020 Summary Compensation Table,” the “Pension Benefits at 2020 Fiscal Year End Table,” the “Narrative to Nonqualified Deferred Compensation at 20172020 Fiscal Year End Table,” and the discussion under “Potential Payments upon Termination or Change in Control.”

Severance and Change in Control Benefits

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

Perquisites

The Compensation Committee believes in providing limited perquisites in line with market practice. The NEOs are provided with a car allowance. The former CEO iswas entitled to limited use of the Company’s leased aircraft fornon-business purposes. For further details on these perquisites, see the “Narrative to 20172020 Summary Compensation Table” below.

Other Executive Compensation Matters

Stock Grant Practices

For all newly issued stock option awards, the exercise price of the stock option award will be the closing price of 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.

Stock Ownership

Consistent with its executive pay philosophy, the Company requires that executive officers maintain minimum ownership levels of Common Stock as follows:

 

Executive           

Ownership as a Multiple  

of Base Salary  

 

CEO

  5x  

CFO, COO

  3x  

Other NEOs

  2x  

NEOs must comply with these ownership requirements within five years of their date of hire or promotion. Counted for purposes of satisfying ownership requirements are shares directly owned, unvested restricted shares and PSUs at target. As of December 31, 2017,2020, all NEOs met or exceeded the ownership guidelines.

Hedging and Pledging

All directors and officersemployees (including officers) of the Company are prohibited from (i) pledging Company securities (including through holding Company securities in margin accounts), and (ii) engaging in any transaction in which they may profit from short-term speculative swings in the value of the Company’s securities (“hedging”). For this purpose, “hedging” includes “short-sales” (selling borrowed securities that the seller hopes can be purchased at a lower price in the future) or “short sales against the box” (selling, but not

36

delivering, owned securities), “put” and “call” options (publicly available rights to sell or buy securities within a certain period of time at a specified price or the like), and other hedging transactions designed to minimize the risk inherent in owning Common Stock, such aszero-cost collars and forward sales contracts.

Clawbacks

To the extent not in violation of applicable law, the Company reserves the right to recover, or clawback, from current or former directors and

officers any wrongfully earned performance-based compensation, including stock-based awards, upon the determination by the Compensation Committee that:

 

the Company’s financial statements have been restated due to material noncompliance with any financial reporting requirement;

 

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

 

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

 

the pay affected by the calculation was earned or awarded within three years of the restatement.

TaxGross-Up Provisions

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

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

Accounting and Tax Implications — Deductibility of Executive Compensation

In developing compensation programs, the Compensation Committee reviews the estimated accounting and tax impact of all elements of the executive compensation program. Generally, an accounting expense is accrued over the requisite service period of the particular pay element (generally equal to the performance period) and

the Company realizes a tax deduction upon payment to, or realization by, the executive. CashPreviously, many of the awards PSUs and stock options granted under the IAP that were granted in 2017 were generally intended to satisfy the requirements for performance-based compensation under IRC Section 162(m).

IRC Section 162(m), as in effect at the time the Compensation Committee made its 2017 compensation decisions for 2017, generally limited the tax deductibility by the Company of annual compensation in excess of $1 million paid to the CEO and any of the three other most highly compensated executive officers, other than the CFO. However, the Tax Cuts and Jobs Act (the “Act”)Act), which became law on December 22, 2017, significantly amendsamended IRC Section 162(m). Pursuant to the Act, the definition of “covered employees” under IRC Section 162(m) was amended to includeexpand the scope of executive officers subject to the deduction limitation, including coverage of a company’s chief financial officer. The Act also eliminated the performance-based compensation exception with respect to tax years beginning January 1, 2018, but included a transition rule with respect to compensation that is provided pursuant to a written binding contract that was in effect on November 2, 2017 and not materially modified after that date. Accordingly, commencing in 2018, the Company’s tax deduction with regard to compensation of “covered employees” is limited to $1 million per taxable year for each officer.

37

While it is a goal of the Compensation Committee to maximize the deductibility of executive compensation, as permitted under the Act’s transition rules, the Compensation Committee retains the discretion to compensate officers in a manner commensurate with performance and the competitive environment for executive talent, while also consistent with

its compensation philosophy and in the Company’s and its stockholders’ best interests.

Actions Taken After Fiscal Year End

Following the end Accordingly, achieving these goals may have resulted (and may continue to result, in light of the fiscal year,recent changes in law) in compensation that, in certain cases, is not deductible for federal income tax purposes. The Compensation Committee did not make any significant changes to the Company entered into an amended and restated employment agreement with Mr. Silvernail, effective as of February 22, 2018. For a description of Mr. Silvernail’s employment agreement, asCompany’s executive compensation program for 2020 in effect atresponse to the end of the fiscal year, as well as a description of the key changes made in the amended and restated employment agreement, see “Potential Payments upon Termination or Change in Control — Mr. Silvernail” below.to IRC Section 162(m).

Risk Assessment

The Compensation Committee periodically reviews the potential risks arising from our compensation policies, practices and programs to determine whether any potential risks are material to the Company. In approving the 20172020 compensation program design, the Compensation Committee engaged in discussions with its independent compensation consultantFW Cook and management regarding any potential risks and concluded that the Company’s compensation policies and practices are designed with the appropriate balance of risk and reward in relation to the Company’s overall business strategy, do not incentivize employees, including executive officers, to take unnecessary or excessive risks, and that any risks arising from the Company’s policies and practices are not reasonably likely to have a material adverse effect on the Company.

In this review, the Compensation Committee considered the attributes of the Company’s policies and practices, including:

 

the mix of fixed and variable compensation opportunities;

 

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

 

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

sustained performance and are based on quantitative measures;

 

caps on the maximum payout for cash incentives;

 

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

 

an insider trading policy that prohibits hedging and pledging;

 

a clawback policy that applies to performance-based compensation, including stock-based awards, for directors and officers;officers and other employees; and

 

oversight by an independent compensation committee.

Compensation Committee Report

The Compensation Committee has reviewed the Compensation Discussion and Analysis and discussed its contents with management. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Livingston L. Satterthwaite, Chair

Carl R. Christenson

Lakecia N. Gunter

Katrina L. Helmkamp

David C. Parry

Cynthia J. Warner

 

38

20172020 Summary Compensation Table

The table below and related footnotes summarize the total compensation earned or paid in 2017, 20162020, 2019 and 20152018 for the Company’s CEO, CFO, and each of the three most highly compensated executive officers other than the CEO and CFO.

 

Name and Principal Position Year  Salary
($)		  Bonus
($)		  Stock
Awards
($) (1)		  Option
Awards
($) (2)		  Non-Equity
Incentive
Compensation
Plan ($) (3)		  

All Other
Compensation

($) (4)

  Total
($)		 

Andrew K. Silvernail,

Chairman, President and

Chief Executive Officer

  2017   977,900       2,730,307   2,200,053   1,779,954   343,028   8,031,242 
  2016   949,347    3,726,999   2,500,008   1,203,048   268,444   8,647,846 
  

 

2015

 

 

 

  

 

921,808

 

 

 

      

 

3,781,015

 

 

 

  

 

1,750,014

 

 

 

  

 

593,280

 

 

 

  

 

368,274

 

 

 

  

 

7,414,391

 

 

 

William K. Grogan,

Senior Vice President and

Chief Financial Officer (5)

  2017   429,688    921,635   839,392   554,693   79,829   2,825,237 
 
                                

Eric D. Ashleman, Senior Vice

President and Chief Operating

Officer

  2017   527,519    760,412   612,540   720,154   129,352   2,749,977 
  2016   512,058    768,241   515,016   486,675   129,653   2,411,643 
  

 

2015

 

 

 

  

 

453,704

 

 

 

      

 

1,018,365

 

 

 

  

 

672,774

 

 

 

  

 

213,071

 

 

 

  

 

113,576

 

 

 

  

 

2,471,490

 

 

 

Denise R. Cade, Senior Vice

President, General Counsel

and Corporate Secretary (5)

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

Jeffrey D. Bucklew,

Senior Vice President and Chief

Human Resources Officer (5)

  2017   375,185    359,951   290,043   478,039   91,305   1,594,523 
 
                        
          
Name and Principal Position Year  Salary
($)		  Bonus
($) (1)		  Stock
Awards
($) (2)		  Option
Awards
($) (3)		  Non-Equity
Incentive
Plan
Compensation
($) (4)		  

Change in
Pension Value
and
Non-Qualified
Deferred
Compensation
Earnings

($) (5)

  

All Other
Compensation

($) (6)

  Total
($)		 
      

Eric D. Ashleman,

Chief Executive Officer and President

  2020   698,365   186,326   1,131,907   875,072   372,651     143,518   3,407,839 
  2019   620,481     2,597,181   725,030   438,480     165,614   4,546,786 
  2018   574,519       1,114,356   710,045   767,520       156,558   3,322,998 
      

Andrew K. Silvernail,

Former Chairman and

Chief Executive Officer

  2020   1,061,930     3,540,291   2,737,646      1,550,994   8,890,861 
  2019   1,023,654     3,837,834   2,737,633   1,075,320     445,155   9,119,596 
  2018   996,808       4,117,376   2,625,002   1,968,000       418,464   10,125,650 
      

William K. Grogan,

Senior Vice President and

Chief Financial Officer

  2020   547,327   119,363   776,645   600,088   238,725     112,092   2,394,240 
  2019   505,481     792,949   565,006   336,038     130,315   2,329,789 
  2018   463,808       785,139   500,181   578,100       123,367   2,450,595 
      
Denise R. Cade,
Senior Vice President, General Counsel and Corporate Secretary		  2020   503,538   102,480   502,074   387,586   204,960     107,876   1,808,514 
  2019   471,038     634,563   452,638   288,666     128,824   1,975,729 
  2018   457,231       701,752   447,620   528,080       127,374   2,262,057 
      

Jeffrey D. Bucklew,

Senior Vice President and Chief Human Resources Officer

  2020   437,942   89,145   420,263   325,105   178,290     95,956   1,546,701 
  2019   409,461     484,298   345,018   250,908     111,339   1,601,024 
  2018   395,635       533,894   340,032   459,200       109,081   1,837,842 
      

Daniel J. Salliotte,

Senior Vice President, Corporate Development

  2020   376,615   71,175   226,381   175,083   142,350   11,064   84,392   1,087,060 

 

(1)

Reflects discretionary portion of the annual cash bonus under the MICP as described in the Short-Term Incentives section of the 2020 Executive Compensation Program.

(2)

Reflects the aggregate grant date fair value of restricted stock awards and PSUs for the year indicated in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of those awards granted in 2017,2020, see note 1316 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2017.2020. For PSUs granted in 2017,2020, 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 20172020 based on the maximum level of performance is as follows: Mr. Ashleman, $2,829,768; Mr. Silvernail, $5,500,598;$8,850,728; Mr. Grogan, $848,757; Mr. Ashleman, $1,531,960;$1,941,613; Ms. Cade, $869,743;$1,255,184; Mr. Bucklew, $1,050,656; and Mr. Bucklew, $725,174.Salliotte, $565,954. All shares of restricted stock are eligible for dividend equivalent 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.

(2)(3)

Reflects the aggregate grant date fair value for the year indicated in accordance with FASB ASC Topic 718. For a discussion of assumptions made in the valuation of stock options granted in 2017,2020, see note 1316 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2017.2020.

(3)(4)

Reflects Messrs. Silvernail’s, Ashleman’s and Bucklew’s, and Ms. Cade’s annual cash performance award under the IAP and the annual cash bonus under the MICP. For 2020, Mr. Silvernail did not receive a bonus payment under the MICP, foras he received a separation payment in an equivalent value to his annual bonus. That value is reflected in All Other Compensation (see footnote 6).

(5)

Represents the aggregate increase/decrease in actuarial value under the Pension Plan. Mr. Grogan, in each case, earnedSalliotte was the only NEO who participated in the year reported.Pension Plan. See the “Narrative to 2020 Summary Compensation Table” under the heading “Pension Plan” for a description of the Pension Plan. Additional information about the Pension Plan is available in the “Pension Benefits at 2020 Fiscal Year End” table.

39

(4)(6)

Consists of the following for 2017:2020:

 

    

Name

 

Contribution to
401(k) Plan,

Defined
Contribution
Plan and
Accrued

SERP Benefits

($)

 

  

Automotive,
Supplemental
Disability ($) (a)

 

  

Aircraft ($) (b)

 

  

Other
Payments ($) (c)

 

  

Total ($)

 

  

Company

Contribution to
401(k) Plan,

Defined
Contribution
Plan and
Accrued

SERP Benefits
($)

  Automotive,
Supplemental
Disability ($) (a)		  Aircraft ($) (b)  Other
Payments ($) (c)		    Total ($)   
    

Eric D. Ashleman

  121,019    22,499    -       -      143,518  
   

Andrew K. Silvernail

 226,797    28,150    88,081     -       343,028     226,061    28,732    102,688    1,193,513    1,550,994  
     

William K. Grogan

 60,275    19,554     -       -       79,829     89,987    22,105    -      -      112,092  
    

Eric D. Ashleman

 105,005    21,470     -      2,877   129,352   
 

Denise R. Cade

 80,449    24,160     -       -       104,609     84,832    23,044    -      -      107,876  
     

Jeffrey D. Bucklew

  

 

69,122  

 

 

 

  

 

22,183  

 

 

 

  

 

-    

 

 

 

  

 

-     

 

 

 

  

 

91,305  

 

 

 

  73,979    21,977    -      -      95,956  
   

Daniel J. Salliotte

  65,130    19,262    -      -      84,392  

 

 (a)

Consists of autoautomotive and gasfuel allowance and supplemental disability premiums.

 (b)

Represents Mr. Silvernail’s personal use of the Company’s leased aircraft. The Company’s methodology for calculating the value of the personal use of the Company leased aircraft is to calculate the incremental costs of such usage to the Company, which includes fuel, landing fees, hangar fees, catering, additional expenses related to the crew and other expenses which would not have otherwise been incurred by the Company if the aircraft had not been used for personal travel.

 (c)Represents relocation expenses.

Consists of payment pursuant to Mr. Silvernail’s separation agreement equivalent to the value of the annual bonus Mr. Silvernail would have received had he remained employed by the Company. Additional information about Mr. Silvernail’s separation arrangement is available below under the heading “Quantification of Termination Payments and Benefits — Mr. Silvernail.”

(5)Messrs. Grogan and Bucklew were not NEOs in 2016 or 2015. Ms. Cade was not an NEO in 2015.

40

Narrative to 20172020 Summary Compensation Table

Perquisites and Supplemental Disability

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

Retirement Benefits

The Company maintains atax-qualified retirement plan for employees, the IDEX Corporation Savings Plan, in which the CEO and other NEOs participate, which consists of a 401(k) with a prescribed matching contribution (401(k)) and a defined contribution portion (Defined Contribution).

Defined Contribution

The Defined Contribution portion of the IDEX Corporation Savings Plan is an ongoingtax-qualified “defined contribution” plan that provides contributions based on a participant’s compensation and a combination of the

participant’s age and years of service as shown below:

 

Age + Years of

Service

 Company
Contribution
Less than 40 3.5% of Eligible
Compensation
40 but less than 55 4.0% of Eligible
Compensation
55 but less than 70 4.5% of Eligible
Compensation
70 or more 5.0% of Eligible
Compensation

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

401(k)

The 401(k) is an ongoingtax-qualified “401(k)” plan that provides a matching contribution based on the employee’s contribution up to 8% of eligible compensation. The maximum matching contribution by the Company is 4% of eligible compensation. The matching contribution vests 20% for each year of service and is 100% vested after 5 years of service.

Pension Plan

During 2005, the Company redesigned its retirement plans to eliminate the IDEX Corporation Retirement Plan (Pension Plan) for employees hired after 2004. Mr. Salliotte has a frozen benefit under the Pension Plan as of December 31, 2005. The monthly accrued benefit for Mr. Salliotte under the Pension Plan upon retirement at age 65 will not change, although the present value of such benefit will change from year to year. The other NEOs are not Pension Plan participants and were never eligible for the Pension Plan. The Pension Plan was terminated in May 2020.

 

41

20172020 Grants of Plan-Based Awards

The following table provides information on plan-based awards for all NEOs for 2017.2020.

 

   
  

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards (1)

 Estimated Future Payouts Under
Equity Incentive Plan Awards (2)		  All Other
Stock
Awards:
Number of
Shares of
Stock (#) (3)		  

 

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

  

 

Exercise or
Base Price of
Option
Awards
($/Sh)
(4)

  

 

Grant Date
Fair Value of
Stock and
Option
Awards ($)
(5)

    

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards (1)

 Estimated Future Payouts Under
Equity Incentive Plan Awards (2)		  All Other
Stock
Awards:
Number of
Shares of
Stock (#)		  

 

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

  Exercise or
Base Price of
Option
Awards
($/Sh)
(3)		  Grant Date
Fair Value of
Stock and
Option
Awards ($)
(4)		 
Name Grant Date  

Threshold

($)

 

Target

($)

  

Maximum

($)

   Threshold  
(#)		  

  Target  

(#)

  

  Maximum  

(#)

   Grant Date  

Threshold

($)

 

Target

($)

  

Maximum

($)

 

  Threshold  

(#)

  

  Target  

(#)

  

  Maximum  

(#)

 

Eric D. Ashleman

 

 

02/21/2020

 

 

0  

 

 

621,086  

 

 

1,242,172  

 

 

1,683

 

 

 

5,050

 

 

 

12,625

 

 

 

-    

 

 

25,490

 

 

 

173.35

 

 

 

2,006,979

 

Andrew K. Silvernail

 02/22/2017  0  983,400  N/A  7,863  23,590  58,975   -      91,175  93.27  4,930,360  

 

02/21/2020

 

 

0  

 

 

1,326,125  

 

 

2,652,250  

 

 

5,265

 

 

 

15,795

 

 

 

39,488

 

 

 

-    

 

 

79,745

 

 

 

173.35

 

 

 

6,277,937

 

William K. Grogan

 01/03/2017              5,485  21,115  91.22  1,000,345  

 

02/21/2020

 

 

0  

 

 

397,875  

 

 

795,750  

 

 

1,155

 

 

 

3,465

 

 

 

8,663

 

 

 

-    

 

 

17,480

 

 

 

173.35

 

 

 

1,376,733

 

 02/22/2017  0  306,460  612,920  1,213  3,640  9,100   -      14,065  93.27  760,682 

Eric D. Ashleman

 02/22/2017  0  397,875  N/A  2,190  6,570  16,425   -      25,385  93.27  1,372,952 

Denise R. Cade

 02/22/2017  0  289,640  N/A  1,243  3,730  9,325   -      14,405  93.27  779,303  

 

02/21/2020

 

 

0  

 

 

341,600  

 

 

683,200  

 

 

747

 

 

 

2,240

 

 

 

5,600

 

 

 

-    

 

 

11,290

 

 

 

173.35

 

 

 

889,660

 

Jeffrey D. Bucklew

 02/22/2017  0  264,110  N/A  1,037  3,110  7,775   -      12,020  93.27  649,994  

 

02/21/2020

 

 

0  

 

 

297,150  

 

 

594,300  

 

 

625

 

 

 

1,875

 

 

 

4,688

 

 

 

-    

 

 

9,470

 

 

 

173.35

 

 

 

745,368

 

Daniel J. Salliotte

 

 

02/21/2020

 

 

0  

 

 

237,250  

 

 

474,500  

 

 

337

 

 

 

1,010

 

 

 

2,525

 

 

 

-    

 

 

5,100

 

 

 

173.35

 

 

 

401,464

 

 

(1)For Messrs. Silvernail, Ashleman, and Bucklew and Ms. Cade, target amount reflects

Amounts reflect payment level under the IAP at 100%, 75%, 70% and 65% respectively, of base salary. The IAP has no individual maximum payment amount; however the Compensation Committee limits payout to 200% of target. See “Short-Term Incentives” under “Compensation Discussion and Analysis — 2017 Executive Compensation Program.” For Mr. Grogan, the amount reflects a payment levellevels under the MICP based upon his 2017at a percentage of base salary level, individual target bonus,for each executive and a Business Performance Factor of 0% for threshold, 100% for target and 200% for maximum. See “Short-Term Incentives” under “Compensation Discussion and Analysis — 2020 Executive Compensation Program.” The amounts actually earned by the NEOs are reflected in theNon-Equity Incentive Plan Compensation column in the 20172020 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 20172020 under the IAP. The target number of PSUs is used to determine the grant date fair value for this award.

(3)Reflects the number of shares of restricted stock awarded in 2017 under the IAP.
(4)

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

(5)(4)

Represents the grant date fair value of restricted stock awards, PSUs and stock options granted under the IAP to each NEO in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation of those awards, see note 1316 “Share-Based Compensation” of the financial statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2017.2020. 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 20172020 based on the maximum level of performance is as follows: Mr. Ashleman, $2,829,768; Mr. Silvernail, $5,500,598;$8,850,728; Mr. Grogan, $848,757; Mr. Ashleman, $1,531,960;$1,941,613; Ms. Cade, $869,743;$1,255,184; Mr. Bucklew, $1,050,656; and Mr. Bucklew, $725,174. All shares of restricted stock are eligible for dividend equivalent payments when paid on Common Stock and, withSalliotte, $565,954. With respect to PSUs, cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period. For stock options, the actual value a NEO realizes from the stock option will depend on the difference between the market price of the underlying share at exercise and the exercise price of the stock option established at the time of the grant.

Narrative to 20172020 Grants of Plan-Based Awards Table

Stock options awarded to the NEOs in 20172020 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 (NEO(for Mr. Silvernail, as defined in his employment agreement and for NEOs other than Mr. Silvernail, NEO is at least age 50, with a minimum of five years of service, and the NEO’s age plus years of service equals 70); and

 

all expire 10 years after the date of grant.

42

PSUs awarded to the NEOs in 20172020 had the following characteristics:

 

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

 

all shares vest upon retirement if the NEO is retirement eligible (NEO(for Mr. Silvernail, as defined in his employment agreement and for NEOs other than Mr. Silvernail, the NEO is retirement eligible when he or she is at least age 50, with a minimum of five years of service, and the NEO’s age plus years of service equals 70); but are paid out only based on the Company’s actual achievement ofTSR as compared to the Company againstcompanies in the relative TSR goalS&P 500 index determined as if the last day of the year in which the individual retires is the last day of the performance period; and

 

cumulative dividend equivalents are paid based on actual number of shares delivered at the end of the performance period.

Restricted stock awarded to Mr. Grogan in 2017 had the following characteristics:period; and

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

 

all

shares vestdelivered upon retirement if he is retirement eligible (at least age 50, withvesting are subject to a minimum of five years of service, and age plus years of service equals 70); andone-year holding requirement.

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

43

Outstanding Equity Awards at 20172020 Fiscal Year End

The following table provides information on all PSU, restricted stock and stock option awards held by the NEOs as of December 31, 2017.2020.

 

 Option Awards  Stock Awards 
 Number of Securities Underlying
Unexercised Options		  

Option
Exercise
Price

($)

  Option
Expiration
Date		  Number of
Shares of Stock
that Have Not
Vested (#) (2)		  Market Value of
Shares of Stock
that Have Not
Vested ($) (3)		  Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested (#) (4)		  Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($) (4)		 

Name

 

 

Exercisable

(#) (1)

 

  

 

Unexercisable

(#) (1)

 

  

Andrew K. Silvernail

 21,520   -       42.86  02/21/2022  9,565   1,262,293  142,600  18,818,922 
 72,525   -       50.45  02/15/2023        
 60,840  20,280   72.73  02/13/2024          
 42,892  42,893   78.43  02/20/2025         Option Awards  Stock Awards 
 33,967  101,903   74.74  02/19/2026             
  -      91,175   93.27  02/22/2027             Number of Securities Underlying
Unexercised Options		  

Option
Exercise
Price

($)

  Option
Expiration
Date		  Number of
Shares of Stock
that Have Not
Vested (#)		  Market Value of
Shares of Stock
that Have Not
Vested ($)		  Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested (#) (2)		  

Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested ($) (2)

 

Name

 

 

Exercisable

(#) (1)

 

  

 

Unexercisable

(#) (1)

 

 

Eric D. Ashleman

 

 

5,848

 

 

 

-    

 

 

 

74.74

 

 

 

02/19/2026

 

 

 

-    

 

 

 

-    

 

 

 

29,442

 

 

 

5,864,846

 

 

 

19,038

 

 

 

6,347

 

 

 

93.27

 

 

 

02/22/2027

 

       
 

 

9,355

 

 

 

9,355

 

 

 

138.12

 

 

 

02/22/2028

 

       
 

 

5,153

 

 

 

15,462

 

 

 

144.85

 

 

 

03/01/2029

 

       
 

 

-    

 

 

 

25,490

 

 

 

173.35

 

 

 

02/21/2030

 

           

Andrew K. Silvernail (3)

            

William K. Grogan

 843   -       50.45  02/15/2023  5,775   762,126  12,450  1,643,027  

 

843

 

 

 

-    

 

 

 

50.45

 

 

 

02/15/2023

 

 

 

-    

 

 

 

-    

 

 

 

12,885

 

 

 

2,566,692

 

 899  899  72.73  02/13/2024         

 

1,798

 

 

 

-    

 

 

 

72.73

 

 

 

02/13/2024

 

       
 691  692  67.49  10/15/2024         

 

1,383

 

 

 

-    

 

 

 

67.49

 

 

 

10/15/2024

 

       
 1,287  1,288   78.43  02/20/2025         

 

2,575

 

 

 

-    

 

 

 

78.43

 

 

 

02/20/2025

 

       
 1,358  4,077   74.74  02/19/2026         

 

5,435

 

 

 

-    

 

 

 

74.74

 

 

 

02/19/2026

 

       
  -      21,115   91.22  01/03/2027         

 

15,836

 

 

 

5,279

 

 

 

91.22

 

 

 

01/03/2027

 

       
  -      14,065   93.27  02/22/2027             

 

10,548

 

 

 

3,517

 

 

 

93.27

 

 

 

02/22/2027

 

       

Eric D. Ashleman

 6,375  4,125   72.73  02/13/2024  6,465   853,186  33,663  4,442,506 
 7,292  7,293   78.43  02/20/2025        
  -      17,700   77.61  07/15/2025         

 

6,590

 

 

 

6,590

 

 

 

138.12

 

 

 

02/22/2028

 

       
 6,997  20,993   74.74  02/19/2026         

 

4,016

 

 

 

12,049

 

 

 

144.85

 

 

 

03/01/2029

 

       
  -      25,385   93.27  02/22/2027             

 

-    

 

 

 

17,480

 

 

 

173.35

 

 

 

02/21/2030

 

           

Denise R. Cade

 4,182  4,183   76.79  10/26/2025  2,120   279,776  17,288  2,281,497  

 

2,092

 

 

 

-    

 

 

 

76.79

 

 

 

10/26/2025

 

 

 

-    

 

 

 

-    

 

 

 

9,411

 

 

 

1,874,671

 

 3,233  9,702   74.74  02/19/2026         

 

3,234

 

 

 

-    

 

 

 

74.74

 

 

 

02/19/2026

 

       
  -      14,405   93.27  02/22/2027             

 

3,601

 

 

 

3,602

 

 

 

93.27

 

 

 

02/22/2027

 

       
 

 

5,897

 

 

 

5,898

 

 

 

138.12

 

 

 

02/22/2028

 

       
 

 

3,217

 

 

 

9,653

 

 

 

144.85

 

 

 

03/01/2029

 

       
 

 

-    

 

 

 

11,290

 

 

 

173.35

 

 

 

02/21/2030

 

           

Jeffrey D. Bucklew

 3,775   -       50.45  02/15/2023  1,025   135,269  15,925  2,101,623  

 

7,015

 

 

 

3,005

 

 

 

93.27

 

 

 

02/22/2027

 

 

 

-    

 

 

 

-    

 

 

 

7,462

 

 

 

1,486,431

 

 8,066  2,689   72.73  02/13/2024         

 

4,480

 

 

 

4,480

 

 

 

138.12

 

 

 

02/22/2028

 

       
 4,590  4,590   78.43  02/20/2025         

 

2,452

 

 

 

7,358

 

 

 

144.85

 

 

 

03/01/2029

 

       
 3,310  9,930   74.74  02/19/2026         

 

-    

 

 

 

9,470

 

 

 

173.35

 

 

 

02/21/2030

 

           

Daniel J. Salliotte

 

 

-    

 

 

 

1,684

 

 

 

93.27

 

 

 

02/22/2027

 

 

 

-    

 

 

 

-    

 

 

 

3,759

 

 

 

748,792

 

  -      12,020   93.27  02/22/2027             

 

-    

 

 

 

2,078

 

 

 

138.12

 

 

 

02/22/2028

 

       
 

 

-    

 

 

 

3,522

 

 

 

144.85

 

 

 

03/01/2029

 

       
 

 

-    

 

 

 

5,110

 

 

 

173.35

 

 

 

02/21/2030

 

           

 

(1)

All options expire on the 10th anniversary of the grant date. Except as provided in the following sentence, all optionsdate and vest 25% per year on the anniversary of the grant date. Mr. Ashleman’s July 15, 2015 grant will vest 50% on July 15, 2018 and 50% on July 15, 2019. Except with respect to Mr. Silvernail’s stock option grants (asAs discussed in “Potential Payments upon Termination or Change in Control”), all stock options granted prior to 2015 will vest 100% upon a change in control. Stock options granted in or after 2015 vest 100% upon a qualifying termination of employment following a change in control.

44

(2)The following table sets forth grant and vesting information for the outstanding restricted stock awards for all NEOs. Shares granted in or after 2015 vest 100% upon a qualifying termination of employment following a change in control.

  

 

 Grant Date  

Shares

(#)

  Market
Value Per
Share at
Grant ($)		  

Number of
Shares of
Stock that
Have Not
Vested (#)

 

  Market Value
of Shares of
Stock that
Have Not
Vested ($)		  Vesting

Andrew K. Silvernail

  

 

02/20/2015

 

 

 

  

 

9,565

 

 

 

  

 

78.43

 

 

 

  

 

9,565

 

 

 

  

 

1,262,293

 

 

 

 100% vest on 02/20/2018

 

William K. Grogan

  02/20/2015   290   78.43   290   38,271  100% vest on 02/20/2018
  

 

 

 

 

01/03/2017

 

 

 

 

  

 

5,485

 

 

 

  

 

91.22

 

 

 

  

 

5,485

 

 

 

  

 

723,855

 

 

 

 100% vest on 01/03/2020

 

Eric D. Ashleman

  02/20/2015   1,630   78.43   1,630   215,111  100% vest on 02/20/2018
  

 

 

 

 

07/15/2015

 

 

 

 

  

 

4,835

 

 

 

  

 

77.61

 

 

 

  

 

4,835

 

 

 

  

 

638,075

 

 

 

 100% vest on 07/15/2018

 

Denise R. Cade

  

 

10/26/2015

 

 

 

  

 

2,120

 

 

 

  

 

76.79

 

 

 

  

 

2,120

 

 

 

  

 

279,776

 

 

 

 100% vest on 10/26/2018

 

Jeffrey D. Bucklew

  

 

02/20/2015

 

 

 

  

 

1,025

 

 

 

  

��

78.43

 

 

 

  

 

1,025

 

 

 

  

 

135,269

 

 

 

 100% vest on 02/20/2018

 

(3)Determined based upon the closing price of the Company’s Common Stock on December 29, 2017 of $131.97.

(4)Represents the number and value of outstanding PSU awards based on performance as of December 31, 20172020 as set forth in the following table. Actual number of shares delivered upon vesting will be based on performance through December 31, 20182021 for the 20162019 PSU award and performance through DecemberJanuary 31, 20192023 for the 2017 PSU award. Both the 2016 and 2017award granted in 2020. The 2019 PSU awards are disclosed at 180% of the maximum 250%target and the 2020 PSU awards are disclosed at 169% of the target based on performance through December 31, 2017.2020 and at a closing price of $199.20 on December 31, 2020.

 

 Grant Date  

Number of
PSUs

(#)

  

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

 

  Vesting Grant Date  

Number of
PSUs at
Target

(#)

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

Andrew K. Silvernail

  02/19/2016  33,450   11,035,991  Award vests on 12/31/2018

Eric D. Ashleman

 

 

03/01/2019

 

 

 

5,010

 

 

 

1,796,386

 

 

Award vests on 12/31/2021

 

 

03/28/2019

 

 

 

6,605

 

 

 

2,368,289

 

 

Award vests on 12/31/2021

 

 

 

 

 

02/22/2017

 

 

 

 

  

 

23,590

 

 

 

  

 

7,782,931

 

 

 

 Award vests on 12/31/2019

 

 

 

02/21/2020

 

 

 

5,050

 

 

 

1,700,172

 

 

Award vests on 01/31/2023

William K. Grogan

  02/19/2016  1,340   442,100  Award vests on 12/31/2018 

 

03/01/2019

 

 

 

3,905

 

 

 

1,400,177

 

 

Award vests on 12/31/2021

 

 

 

 

 

02/22/2017

 

 

 

 

  

 

3,640

 

 

 

  

 

1,200,927

 

 

 

 Award vests on 12/31/2019

 

Eric D. Ashleman

  02/19/2016  6,895   2,274,899  Award vests on 12/31/2018
 

 

 

 

 

02/22/2017

 

 

 

 

  

 

6,570

 

 

 

  

 

2,167,607

 

 

 

 Award vests on 12/31/2019

 

 

 

02/21/2020

 

 

 

3,465

 

 

 

1,166,515

 

 

Award vests on 01/31/2023

Denise R. Cade

  02/19/2016  3,185   1,050,877  Award vests on 12/31/2018 

 

03/01/2019

 

 

 

3,125

 

 

 

1,120,500

 

 

Award vests on 12/31/2021

 

 

 

 

 

02/22/2017

 

 

 

 

  

 

3,730

 

 

 

  

 

1,230,620

 

 

 

 Award vests on 12/31/2019

 

 

 

02/21/2020

 

 

 

2,240

 

 

 

754,171

 

 

Award vests on 01/31/2023

Jeffrey D. Bucklew

  02/19/2016  3,260   1,075,556  Award vests on 12/31/2018 

 

03/01/2019

 

 

 

2,385

 

 

 

855,166

 

 

Award vests on 12/31/2021

 

 

 

 

 

02/22/2017

 

 

 

 

  

 

3,110

 

 

 

  

 

1,026,067

 

 

 

 Award vests on 12/31/2019

 

 

 

02/21/2020

 

 

 

1,875

 

 

 

631,265

 

 

Award vests on 01/31/2023

Daniel J. Salliotte

 

 

03/01/2019

 

 

 

1,140

 

 

 

408,758

 

 

Award vests on 12/31/2021

 

 

02/21/2020

 

 

 

1,010

 

 

 

340,034

 

 

Award vests on 01/31/2023

 

45

(3)

Mr. Silvernail forfeited all of his equity-based awards that had not yet vested in connection with his separation from the Company on December 15, 2020.

20172020 Option Exercises and Stock Vested

The following table provides information on stock option exercises and stock vesting for all NEOs in 2017.2020.

 

  
 

 

Option Awards

 

  

 

Stock Awards

 

 
 Option Awards  Stock Awards    

Name

 

Number of Shares
Acquired on
Exercise (#)

 

  

Value Realized
Upon Exercise ($) (1)

 

  

Number of Shares
Acquired on
Vesting (#)

 

  

Value Realized
Upon Vesting ($) (2)

 

  

 

Number of Shares
Acquired on
Exercise (#)

 

  

Value Realized
on Exercise ($) (1)

 

  

 

Number of Shares
Acquired on
Vesting (#)

 

  

Value Realized
on Vesting ($) (2)

 

 

Eric D. Ashleman

 

 

10,000

 

 

 

781,987

 

 

 

10,342

 

 

 

2,060,126

 

Andrew K. Silvernail

  50,000   3,606,904  85,514  10,912,389  

 

258,296

 

 

 

19,252,547

 

 

 

-    

 

 

 

-    

 

William K. Grogan

  -       -      3,455  433,802  

 

-    

 

 

 

-    

 

 

 

12,772

 

 

 

2,402,121

 

Eric D. Ashleman

  12,745   568,071  19,807  2,341,923 

Denise R. Cade

  -       -       -       -      

 

-    

 

 

 

-    

 

 

 

6,513

 

 

 

1,297,390

 

Jeffrey D. Bucklew

  4,000   265,372  9,397  1,190,710  

 

15,240

 

 

 

1,531,816

 

 

 

4,955

 

 

 

987,036

 

Daniel J. Salliotte

 

 

7,652

 

 

 

521,748

 

 

 

2,302

 

 

 

458,558

 

 

(1)

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

 

(2)

Calculated based on the closing price of Common Stock on the vesting date or if the vesting occurred on a day the NYSE was closed for trading, the previous trading day. For shares vesting on February 13, 2017 with a closing price of $91.96, Mr. Silvernail had 9,320 shares vest, Mr. Grogan had 415 shares vest, Mr. Ashleman had 1,895 shares vest and Mr. Bucklew had 1,235 shares vest. For shares vesting on February 15, 2017 with a closing price of $92.40, Mr. Ashleman had 4,958 shares vest. For shares vesting on October 15, 2017 with a closing price of $124.52, Mr. Grogan had 745 shares vest. For 20152018 PSUs vesting on December 31, 20172020 after the end of the three-year performance period with a closingvesting price of $131.97$199.20 and a multiplier of 239%201% due to IDEX’s3-year relative TSR performance at the 7870th percentile as compared to companies in the S&PRussell Midcap 400 Industrials Index, Mr. SilvernailAshleman had 76,19410,341 shares vest, Mr. Silvernail’s 2018 PSUs did not vest as he separated with the Company prior to the vesting date, Mr. Grogan had 2,2957,286 shares vest, Ms. Cade had 6,512 shares vest, Mr. AshlemanBucklew had 12,9544,955 shares vest and Mr. BucklewSalliotte had 8,1622,301 share vest. Mr. Grogan also had 5,485 restricted shares vest.vest on January 3, 2020 at a vesting price of $173.30.

Pension Benefits at 2020 Fiscal Year End

The following table provides information related to the pension benefits payable to each NEO determined as described in the footnotes below.

    
    Plan Name  Number of
Years
Credited
Service (#)
(1)		  Present
Value of
Accumulated
Benefit
($) (2)		 

Eric D. Ashleman

 

 Pension Plan 

 

 

N/A

 

 

 

N/A

 

Andrew K. Silvernail

 

 Pension Plan 

 

 

N/A

 

 

 

N/A

 

William K. Grogan

 

 Pension Plan 

 

 

N/A

 

 

 

N/A

 

Denise R. Cade

 

 Pension Plan 

 

 

N/A

 

 

 

N/A

 

Jeffrey D. Bucklew

 

 Pension Plan 

 

 

N/A

 

 

 

N/A

 

Daniel J. Salliotte

 

 Pension Plan 

 

 

1.17

 

 

 

61,986

 

(1)

Credited service is determined under the Pension Plan as of December 31, 2020. Mr. Salliotte has been employed by the Company since 2004 but the Pension Plan was frozen as of December 31, 2005.

(2)

The present value of accumulated benefits as of December 31, 2020 is determined using an assumed retirement age of 65 and an assumed 100% lump-sum payment. For valuing lump sums, interest and mortality assumptions are required by the Pension Protection Act of 2009 (PPA) for funding valuations. The interest and mortality assumptions are the PPA-required three-segment interest rates (for December 31, 2020, interest rates of 0.53% for payments in the first five years, 2.31% for payments in the next 15 years, and 3.09% for payments in year 20 and beyond), and combined mortality as required under PPA. The discount rate used for determining present value was 2.15%.

Nonqualified Deferred Compensation at 20172020 Fiscal Year End

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

 

   
Name Executive
Contributions in
Last
Fiscal Year ($) (1)		  Registrant
Contributions
in Last Fiscal
Year ($) (2)		  Aggregate
Earnings in
Last Fiscal
Year ($)		  Aggregate
Withdrawals /
Distributions
($)		  Aggregate
Balance at Last
Fiscal Year End
($) (3)		  

 

Executive
Contributions in
Last
Fiscal Year ($) (1)

 

  

 

Registrant
Contributions
in Last Fiscal
Year ($) (2)

 

  

 

Aggregate
Earnings in
Last Fiscal
Year ($) (3)

 

  

 

Aggregate
Withdrawals /
Distributions
($)

 

  

 

Aggregate
Balance at Last
Fiscal Year End
($) (4)

 

 

Eric D. Ashleman

 

 

-    

 

 

 

96,794

 

 

 

198,733

 

 

 

4,109

 

 

 

1,147,072

 

Andrew K. Silvernail

  -      207,850  318,920  7,948  1,684,983  

 

-    

 

 

 

201,836

 

 

 

916,887

 

 

 

9,202

 

 

 

3,751,053

 

William K. Grogan

  -      40,475  10,180  1,333  81,136  

 

-    

 

 

 

67,187

 

 

 

105,201

 

 

 

2,850

 

 

 

449,619

 

Eric D. Ashleman

  -      85,341  64,363  3,183  501,775 

Denise R. Cade

  -      59,715  16,753   -      112,566  

 

-    

 

 

 

60,607

 

 

 

140,764

 

 

 

2,538

 

 

 

511,147

 

Jeffrey D. Bucklew

  -      50,027  5,155  1,833  232,471  

 

-    

 

 

 

49,754

 

 

 

9,555

 

 

 

2,059

 

 

 

440,573

 

Daniel J. Salliotte

 

 

-    

 

 

 

39,480

 

 

 

162,667

 

 

 

1,580

 

 

 

789,783

 

 

(1)

None of the NEOs contributed to the SERP in 2017.2020.

 

(2)

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

 

(3)

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

(4)

The following amounts have been previously reported as “All Other Compensation” in the Summary Compensation Table for prior years: Mr. Ashleman, $498,140; Mr. Silvernail, — $930,612;$1,700,421; Mr. Ashleman — $174,843; andGrogan, $209,733; Ms. Cade, $37,087.$261,040; and Mr. Bucklew, $186,255.

 

46

Narrative to Nonqualified Deferred

Compensation at 20172020 Fiscal Year End Table

 

 

Supplemental Executive Retirement and Deferred Compensation Plan

Eligible employees may defer until a future date payment of all or any portion of their annual salary or bonus under the defined contribution portion of the SERP. Deferral elections may be made annually. These amounts are fully vested. The Company also contributes to an eligible employee’s account additional amounts, as described below, that are fully vested after the employee has completed three years of service.

The Company contributes an amount equal to 4% of the eligible employee’s compensation up to the IRS limit on compensation reduced by the amount of any Company matching contribution that is made to the 401(k) Plan. Additionally, the Company makes annual contributions to the

accounts of eligible employees based on the employee’s compensation above the IRS limit on compensation in the Defined Contribution Plan, determined based on the following table:

 

Sum of Participant’s

Age Plus Years of Service

Contribution
Percentage

Less than 40

 7.5

40 but less than 55

 8.0

55 but less than 70

 8.5

70 or more

 9.0

Certain eligible employees designated by the Compensation Committee, including the NEOs, also receive an additional contribution equal to 2% of the employee’s compensation.

Deferred Compensation Account

All amounts deferred are recorded in a memorandum account for each employee and are credited or debited with earnings or losses as if such amounts had been invested in either an interest-bearing account or receive an investment return as if the funds were invested in certain mutual funds, as selected by the employee. The deferred compensation credited

to the interest-bearing account is adjusted on at least a quarterly basis with hypothetical earnings equal to the lesser of the Barclays Capital Long Term Bond AAA — Corporate Bond Index as of the first business day in November of the calendar year preceding the year for which the earnings are to be credited or 120% of the long-term applicable Federal rate as of the first business day in November. The memorandum accounts are not funded, and the right to receive future payments of amounts recorded in these accounts is an unsecured claim against the Company’s general assets.

The deferred compensation account amounts are payable upon separation of service within the meaning of IRC Section 409A; however, no benefits are payable prior to the date that is six months after the date of separation of service, or the date of death of the employee, if earlier. Account balances will be paid either in a single lump sum or in up to ten substantially equal annual installments, as elected by the employee at the time theyhe or she first becomebecomes eligible for the Deferred Compensation Plan.SERP.

Prior to separation from service, amounts may be paid only on the occurrence of an unforeseeable emergency, within the meaning of IRC Section 409A. On the happeningoccurrence of a change in control event within the meaning of IRC Section 409A, all amounts become vested and are distributed at that time in a singlelump-sum payment.

Potential Payments upon Termination or

Change in Control

Mr. Silvernail

The Company entered into an employment agreement with Mr. Silvernail on February 19, 2016, effective as of November 8, 2015. The employment agreement provides for a term of approximately three years (expiring February 28, 2019) and is substantially similar

47

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

If Mr. Silvernail’s employment is terminated due to his disability or death, he or his estate, as applicable, will receive a pro rata portion of his annual bonus for the year in which his termination occurs (based on the portion of the year he was employed), time-based acceleration and performance-based acceleration.

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

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

In addition, to the extent that any payment or benefit received in connection with a change in control would be subject to an excise tax under Section 4999 of the IRC, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater netafter-tax benefit to Mr. Silvernail than receiving the full amount of such payments.

The employment agreement contains confidentiality covenants by Mr. Silvernail which apply indefinitely andnon-competition and employee and businessnon-solicitation covenants by Mr. Silvernail which apply during the term of his employment and for atwo-year period thereafter.

Following the end of the fiscal year, the Company entered into an amended and restated employment agreement with Mr. Silvernail,

48

effective as of February 22, 2018 (the “amended employment agreement.”) The amended employment agreement provides for a term of approximately four years (expiring December 31, 2021).

Under the amended employment agreement, in the case of Mr. Silvernail’s termination of employment other than for cause and not in connection with a change in control, in addition to the payments and benefits described above under his prior employment agreement (i) with respect to the time-based acceleration of equity awards, such awards will remain exercisable for one year following the date of termination of Mr. Silvernail’s employment or until expiration of the option term, if earlier and (ii) with respect to performance-based equity awards, the performance-based acceleration described above under his prior employment agreement will apply only to performance-based equity awards granted prior to February 22, 2018. Under the amended employment agreement, in the case of such a termination, vesting of all unvested performance-based equity awards granted on or following February 22, 2018 will occur at the end of the applicable performance period with respect to that number of shares of Common Stock (or performance units or dividend equivalents, as applicable) based on the performance level achieved through the end of such performance period.

In the event of Mr. Silvernail’s termination of employment for disability or death, in addition to the payments and benefits described above under his prior employment agreement, under the amended employment agreement, with respect to the time-based acceleration, (i) for time-based awards granted before February 22, 2018, such awards will remain exercisable for one year following the date of such termination of employment or until expiration of the option term, if earlier, and (ii) for time-based awards granted on or following February 22, 2018, such awards will remain exercisable for five years following the date of termination of employment, or until expiration of the term, if

earlier. Additionally, under the amended employment agreement, in the case of such termination for disability or death, vesting of all unvested performance-based equity awards granted on or following February 22, 2018 will vest at the end of the applicable performance period with respect to that number of shares of Common Stock (or performance units or dividend equivalents, as applicable) based on the performance level achieved through the end of such performance period. Performance-based equity awards granted prior to February 22, 2018 will continue to be treated as described above under Mr. Silvernail’s prior employment agreement.

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

Finally, under the amended employment agreement, Mr. Silvernail is not subject to thenon-competition and employee and businessnon-solicitation covenants set forth in his prior employment agreement. Rather, he will be

49

subject to thenon-competition and employee and businessnon-solicitation covenants set forth in the Confidential Information, Work Product and Restrictive Covenant Agreement previously entered into between Mr. Silvernail and the Company.

Messrs. Ashleman, Grogan, AshlemanBucklew and BucklewSalliotte and Ms. Cade

The Company has entered into letter agreements with Messrs. Ashleman, Grogan, AshlemanBucklew and BucklewSalliotte and Ms. Cade providing for (a) severance pay in an amount equal to two times the sum of the executive’s annual base salary and target MICP bonus in the event of an involuntary termination within two years following a change in control, payable over the 24 month24-month period following termination and (b) severance pay in an amount equal to the sum of one year of salary and target MICP bonus in the event of an involuntary termination without cause other than in connection with a change in control, in exchange for a signed release.

Equity Awards

The IAP provides that if a change in control occurs, then each outstanding award will continue in effect, or be assumed or an equivalent award substituted by the Company’s successor; provided, that if the grantee incurs a termination of service without cause or for good reason (each as defined in the IAP) within 24 months following such change in control, the awards will become fully exercisable and all forfeiture restrictions will lapse. If an outstanding award is not assumed or substituted upon a change in control or if, following a change in control, neither the Company nor its successor has equity securities that are readily tradable on a regulated securities exchange, then the awards will vest in full.

20162019 and 20172020 PSU Grants

Notwithstanding the foregoing, the award agreements for PSUs granted in 20162019 and 20172020 provide that if a change in control occurs, the

grantee will receive a cash payment in respect of such PSUs valued based on the actual level of achievement of the performance goals against target measured as of the date of the change in

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

Termination due to Death, Disability or Retirement

The award agreements for stock options and restricted stock awards provide that if the grantee’s service is terminated by reason of death, disability or retirement, the award will become fully vested and exercisable. The award agreements for the 20162019 and 20172020 PSU grants provide that if the grantee’s service is terminated by reason of death, disability or retirement, the PSUs and any dividend equivalents thereon will

50

become fully vested and earned based on the actual level of achievement of the performance goals against target measured through the December 31 followingend of the date of termination.performance period.

SERP

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

Quantification of Termination Payments and Benefits — Mr. Silvernail

Mr. Silvernail resigned from the Company effective December 15, 2020. In connection with Mr. Silvernail’s resignation, the Company and Mr. Silvernail entered into a Separation Agreement, dated October 25, 2020, pursuant to which the Company agreed: (i) to a targeted and limited waiver of Mr. Silvernail’s noncompete obligations, and (ii) to make a cash payment to Mr. Silvernail equal to his bonus for the Company’s fiscal year ending December 31, 2020, if any, to be paid by the Company at the same time, under the same terms and subject to the same limitations and conditions as if Mr. Silvernail were still employed by the Company, on the date bonuses are paid to employees for fiscal 2020. In consideration for the non-compete waiver and bonus payment, Mr. Silvernail agreed to (i) execute a general release effective as of, or within three (3) business days of, the resignation date, (ii) forfeit any equity-based awards that have not yet vested as of the resignation date, (iii) extend his two-year post-termination non-solicitation coverage period by an additional twelve months, and (iv) refrain from participating in or assisting a new employer with any acquisitions of companies or business lines competitive with the fire, safety and rescue businesses of the Company. The foregoing description of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed October 28, 2020.

Quantification of Termination Payments and Benefits — Change in Control

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

 

change in control and/or termination of employment on December 31, 2017;2020;

 

accelerated vesting of options and restricted stock, and exercise of all accelerated vested options based on the closing market price of $131.97 per share of Common Stock on December 29, 2017;

closing market price of $199.20 per share of Common Stock on December 31, 2020;

 

accelerated vesting of PSUs and payment of cumulative dividend equivalents as valued based on performance as of December 31, 2017;2020; and

 

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

The totalAll potential termination payments set forth in the tables below have increased from those set forth inreflect full payments under the Company’s 2017 proxy statement primarily duepotential scenarios and do not reflect any reductions that could occur if the payment is subject to (i)excise tax under Section 280G of the appreciation in the share price of Common Stock from $90.06 on December 31, 2016 to $131.97 as of December 29, 2017 and (ii) the outstanding PSU grants being valued at 250% of target as of December 31, 2017 based on the Company’s record performance in 2017.Internal Revenue Code.

 

 

51

Change in Control and Termination Payments and Benefits for Andrew K. SilvernailEric D. Ashleman

 

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

  3,933,600   -       -      5,900,400  

 

1,800,000

 

 

 

-    

 

 

 

-    

 

 

 

3,600,000

 

Unvested Restricted Stock

  1,262,293   1,262,293   -      1,262,293 

Unvested Options

  12,858,260   12,858,260   -      12,858,260  

 

-    

 

 

 

2,743,017

 

 

 

-    

 

 

 

2,743,017

 

Unvested Performance Shares

  19,139,422   19,139,422   -      19,139,422 

Unvested Performance Shares (1)

 

 

-    

 

 

 

6,050,488

 

 

 

-    

 

 

 

5,959,813

 

SERP

  1,684,983   1,684,983   1,684,983  1,684,983  

 

1,147,072

 

 

 

1,147,072

 

 

 

1,147,072

 

 

 

1,147,072

 

Health and Welfare Benefits

  44,108   -       -      66,162 

Total

  38,922,666   34,944,958   1,684,983  40,911,520  

 

2,947,072

 

 

 

9,943,907

 

 

 

1,147,072

 

 

 

13,449,902

 

Change in Control and Termination Payments and Benefits for William K. Grogan

 

     

Incremental Benefits Due to

Termination Event

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

  744,260   -       -       1,488,520 

Unvested Restricted Stock

  -       762,127   -       762,127 

Unvested Options

  -       1,804,915   97,877   1,804,915 

Unvested Performance Shares

  -       1,665,635   -       1,665,635 

SERP

  81,136   81,136   81,136   81,136 

Total

  825,396   4,313,813   179,013   5,802,333 

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

     

Incremental Benefits Due to

Termination Event

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

  928,375   -       -       1,856,750 

Unvested Restricted Stock

  -       853,186   -       853,186 

Unvested Options

  -       3,780,833   244,365   3,780,833 

Unvested Performance Shares

  -       4,514,761   -       4,514,761 

SERP

  501,775   501,775   501,775   501,775 

Total

  1,430,150   9,650,555   746,140   11,507,305 

52

     

Incremental Benefits Due to

Termination Event

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

 

 

928,375

 

 

 

-    

 

 

 

-    

 

 

 

1,856,750

 

Unvested Options

 

 

-    

 

 

 

2,451,821

 

 

 

-    

 

 

 

2,451,821

 

Unvested Performance Shares (1)

 

 

-    

 

 

 

2,647,024

 

 

 

-    

 

 

 

2,603,100

 

SERP

 

 

449,619

 

 

 

449,619

 

 

 

449,619

 

 

 

449,619

 

Total

 

 

1,377,994

 

 

 

5,550,750

 

 

 

449,619

 

 

 

7,361,290

 

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

 

      

Incremental Benefits Due to

Termination Event

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

  735,240   -       -      1,470,480  

 

829,600

 

 

 

-    

 

 

 

-    

 

 

 

1,659,200

 

Unvested Restricted Stock

  -       279,776   -      279,776 

Unvested Options

  -       1,343,537   -      1,343,537  

 

-    

 

 

 

1,558,297

 

 

 

-    

 

 

 

1,558,297

 

Unvested Performance Shares

  -       2,317,395   -      2,317,395 

Unvested Performance Shares (1)

 

 

-    

 

 

 

1,933,556

 

 

 

-    

 

 

 

1,902,456

 

SERP

  -       112,566   112,566  112,566  

 

511,147

 

 

 

511,147

 

 

 

511,147

 

 

 

511,147

 

Total

  735,240   4,053,274   112,566  5,523,754  

 

1,340,747

 

 

 

4,004,476

 

 

 

511,147

 

 

 

5,631,100

 

Change in Control and Termination Payments and Benefits for Jeffrey D. Bucklew

 

      

Incremental Benefits Due to

Termination Event

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

  641,410   -       -      1,282,820  

 

721,650

 

 

 

-    

 

 

 

-    

 

 

 

1,443,300

 

Unvested Restricted Stock

  -       135,269   -      135,269 

Unvested Options

  -       1,438,513   159,296  1,438,513  

 

-    

 

 

 

1,236,665

 

 

 

-    

 

 

 

1,236,665

 

Unvested Performance Shares

  -       2,135,798   -      2,135,798 

Unvested Performance Shares (1)

 

 

-    

 

 

 

1,533,049

 

 

 

-    

 

 

 

1,508,056

 

SERP

  232,471   232,471   232,471  232,471  

 

440,573

 

 

 

440,573

 

 

 

440,573

 

 

 

440,573

 

Total

  873,881   3,942,051   391,767  5,224,871  

 

1,162,223

 

 

 

3,211,523

 

 

 

440,573

 

 

 

4,628,594

 

Change in Control and Termination Payments and Benefits for Daniel J. Salliotte

 

     

Incremental Benefits Due to

Termination Event

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

Involuntary Not for

Cause Termination

or Voluntary

Good Reason
Termination
Following
Change in Control
($)

 

 

Cash Severance (incl. Incentives)

 

 

602,250

 

 

 

-    

 

 

 

-    

 

 

 

1,204,500

 

Unvested Options

 

 

-    

 

 

 

628,566

 

 

 

-    

 

 

 

628,566

 

Unvested Performance Shares (1)

 

 

-    

 

 

 

772,228

 

 

 

-    

 

 

 

759,417

 

SERP

 

 

789,783

 

 

 

789,783

 

 

 

789,783

 

 

 

789,783

 

Total

 

 

1,392,033

 

 

 

2,191,243

 

 

 

789,783

 

 

 

3,382,266

 

53

(1)

In the event of a termination for disability or death, PSU grants and cumulative dividend equivalents will become fully vested at the end of the applicable performance period. For purposes of the termination payment calculation, PSU grants have been valued based on performance as of December 31, 2020.

CEO and Median Employee Pay Ratio

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

Methodology for Identifying the Median Employee

The Compensation Committee reviewed a comparison of our CEO’s annual total compensation in 20172020 to that of the median employee for the same period. The Company used total annual cash compensation (salary/hourly earnings, commissions, bonuses paid, and allowances/fixed payments) as of December 31, 20172020 to determine the median employee. Under the Item 402(u)(4)(ii) (“de minimis”) exemption, the Company may excludenon-Unitednon-U.S. States employees up to a 5% threshold when identifying the median employee. TheIn determining such median employee, the Company excluded 220163 employees from the following jurisdictions, comprising less than 5% of the 6,9576,954 total Company population (with number of employees):

 

Australia (33)(23) ColumbiaColombia (1) Japan (33)Korea (3) Singapore (15)South Africa (2)
Austria (44)(49) Czech Republic (1) Korea (4)Mexico (6) South Africa (1)United Arab Emirates (10)
Belgium (15)(16) France (5)(7) Mexico (10)Poland (1) Taiwan (1)

Brazil (9)

Ireland (33)(8)

 

 

Poland (2)Ireland (23)

 

 

United Arab EmiratesSingapore (13)

 

The 6,7376,791 employees who were included in identifying the median employee are located in the following countries:

 

Canada India The NetherlandsSweden United Kingdom
China Italy United KingdomSwitzerland United States of America

Germany

Switzerland

 

 

United States of AmericaJapan

The Netherlands

 

Pay Ratio

After identifyingThe median employee selected as the basis for calculating the initial CEO pay ratio disclosure and that of the following two years had compensation that increased over those three years from $58,292 to $63,175 to $66,703. However, pursuant to the SEC’s pay ratio disclosure rules, a new median employee was required to be selected and the new median employee’s compensation is lower than the median employee based on actual cash compensation we calculatedused in last year’s disclosure. For 2020, the new median employee’s annual total compensation for such employeewas calculated consistent with the same methodology that we use for our NEOs, as set forth in the 20172020 Summary Compensation Table. The annual total compensation of the CEO is $8,031,242. The median of the annual total compensation of all employees, except the CEO on December 31, 2020, is $58,292.$60,425. Mr. Silvernail served as CEO from January 1, 2020 to December 15, 2020, and Mr. Ashleman was appointed CEO effective December 15, 2020. To calculate the CEO full year annual total compensation, we combined $8,890,861, which is Mr. Silvernail’s annual total compensation from the Summary Compensation Table, and $35,256, which is Mr. Ashleman’s Salary and All Other Compensation earned as CEO. Mr. Ashleman did not earn any other compensation as CEO in 2020 that would be included in the Summary Compensation Table. Combining these figures, the annual total compensation of the CEO is $8,926,117. We believe that this methodology to calculate our CEO annual total compensation provides the most consistent approach with prior and future years. Additionally, this approach includes the total compensation of our CEO who served for most of 2020. The pay ratio is 138:148:1.

54

 

        Our Board of Directors recommends that you vote

        FOR the approval of the Company’s executive compensation

 

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are soliciting anon-binding advisory vote(say-on-pay) on the compensation of the Company’s NEOs, as described in the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosure set forth in this Proxy Statement, as required under Section 14A of the Securities Exchange Act of 1934, as amended.

The Company maintains a balanced approach to executive compensation with a mix of both cash andnon-cash awards and short- and long-term incentives, with total direct compensation targeted within a range that includes market median for comparable positions at comparable companies. Where an individual executive’s target compensation is positioned within the competitive range is based on the individual factors listed in the Compensation Discussion and Analysis. Actual compensation in any given year should and does vary from target based on Company and individual performance. In this way, the Company motivates and rewards both vital short-term performance and long-term value creation. The Board of Directors strongly endorses the Company’s executive compensation program and recommends that the stockholders vote in favor of the following resolution:

RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in this Proxy Statement pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables and accompanying narrative discussion contained in this Proxy Statement.

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

55 Currently, stockholders are given an opportunity to cast an advisory vote on this topic annually, with the next opportunity occurring in connection with the Company’s 2022 Annual Meeting of Stockholders.

AUDIT COMMITTEE REPORT

For the year ended December 31, 2017,2020, the Audit Committee has reviewed and discussed the audited financial statements with management and the Company’s independent registered public accounting firm, Deloitte & Touche LLP. The Audit Committee discussed with Deloitte & Touche LLP the matters required to be discussed by the Auditing Standard No. 16, as adopted byapplicable requirements of the Public Company Accounting Oversight Board in PCAOB ReleaseNo. 2012-004and approved by the SEC, in ReleaseNo. 34-68453, and reviewed the results of the independent registered public accounting firm’s examination of the financial statements.

The Audit Committee also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, discussed with the auditors their independence, and satisfied itself as to the auditors’ independence.

Based on the above reviews and discussions, the Audit Committee recommends to the Board of Directors that the financial statements be included in the Annual Report on Form10-K for the year ended December 31, 2017,2020, for filing with the SEC.

Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings made by the Company under those statutes, in whole or in part, this report shall not be deemed to be incorporated by reference into any such filings, nor will this report be incorporated by reference into any future filings made by the Company under those statutes.

Ernest J. Mrozek,Mark A. Buthman, Chair

Mark A. Beck

Mark A. Buthman

William M. Cook

56Ernest J. Mrozek

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed to the Company for each of the last two fiscal years for professional services rendered by the Company’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the Deloitte Entities), are set forth in the table below. All such fees werepre-approved by the Audit Committee in accordance with thepre-approval policy discussed below.

 

           2017                      2016             2020  2019  

Audit fees(1)

 $3,345,476  $3,131,000  

Audit fees(1) (2)

 

$    3,804,204  

$

3,448,291  

Audit-related fees(2)(3)

  -       -      

 

-      

 

-      

Tax fees(3)(4)

  1,031,571  1,068,000  

 

$    1,419,800  

$

1,722,719  

All other fees(4)(5)

  -       -      

 

-      

 

-      

Total

 $4,337,047  $4,199,000  

 

$    5,224,004  

$

5,171,010  

 

(1)

Audit fees represent the aggregate fees billed for the audit of the Company’s financial statements, review of the financial statements included in the Company’s quarterly reports, and services in connection with statutory and regulatory filings or engagements.

(2)

Audit fees include $55,885 of additional fees related to the 2019 audit of the Company’s financial statements that were billed after the Company’s 2019 Proxy Statement was filed on March 20, 2020.

(3)

Audit-related fees represent the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under audit fees.

(3)(4)

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

(4)(5)

All other fees represent the aggregate fees billed for products and services that are not included in the audit fees, audit-related fees, and tax fees. The Audit Committee has determined that the provision of these services is not incompatible with maintaining the Deloitte Entities’ independence.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy that requires thepre-approval of audit andnon-audit services rendered by the Deloitte Entities. For audit services, the accounting firm provides the Audit Committee with an audit services plan during the second quarter of each fiscal year outlining the scope of the audit services proposed to be performed for the fiscal year and the associated fees. This audit services plan must be formally accepted by the Audit Committee.

Fornon-audit services, management submits to the Audit Committee for approval during the second quarter of each fiscal year and fromtime-to-time during the fiscal year a list ofnon-audit services that it recommends the Audit Committee engage the accounting firm to provide for the current year, along with the associated fees. Company management and the accounting firm each confirm to the Audit Committee that anynon-audit service on the list is permissible under all applicable legal requirements.

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

57

 

Our Board of Directors recommendsand Audit Committee

recommend that you vote

FOR the ratification of the appointment of Deloitte & Touche LLP

 

PROPOSAL 3 — APPROVAL OF AUDITORS

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2018.2021. Representatives of Deloitte & Touche LLP will attend the Annual Meeting and will have the opportunity to make a statement if they desire to do so. They will also be available to respond to appropriate questions.

Although the rules of the U.S. Securities and Exchange Commission and the corporate governance listing standards of the New York Stock Exchange require that the Audit Committee be directly responsible for selecting and retaining the independent registered public accounting firm, we are providing stockholders with the opportunity to express their views on this issue. While this vote cannot be is not

binding, if the stockholders do not ratify the appointment of Deloitte & Touche LLP, the Audit Committee will take the vote into account in making future appointments.

58

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s officers, directors and persons who own more than 10% of Common Stock to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file.

Based solely on its review of the copies of the forms it received, or written representations from reporting persons, the Company believes that all filing requirements applicable to its officers, directors and greater than 10% stockholders were met during the year ended December 31, 2017, except that a Form 4 report was not timely filed on behalf of Mr. Grogan for an option and restricted stock award granted on January 3, 2017 in connection with Mr. Grogan’s promotion to Senior Vice President and Chief Financial Officer. A Form 4 report was subsequently made on January 9, 2017 to report such transactions.

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS

FOR 2019THE 2022 ANNUAL MEETING OF STOCKHOLDERS

A stockholder desiring to submit a proposal for inclusion in the Company’s proxy statement for the 20192022 Annual Meeting of Stockholders under Exchange Act Rule 14a-8 must deliver the proposal so that it is received by the Company at its principal executive offices no later than November 16, 2018.23, 2021 and otherwise comply with SEC rules. The Company requests that all such proposals be addressed to Denise R. Cade, Senior Vice President, General Counsel and Corporate Secretary, IDEX Corporation, 1925 West Field Court,3100 Sanders Road, Suite 200, Lake Forest, Illinois 60045,301, Northbrook, IL 60062, and mailed by certified mail, return receipt requested.

In addition,2021, we also amended our Bylaws to provide that, under certain circumstances, a stockholder or group of stockholders may include director candidates that they have nominated in the proxy materials for our annual meetings. Stockholders who intend to submit director nominees for inclusion in the Company’s Bylaws require that any stockholder desiring to nominate a directorproxy statement for election or propose other business for consideration at the 20192022 Annual Meeting of Stockholders must provide written notice. Such noticecomply with the requirements of proxy access set forth in the Company’s Bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must containdeliver the information required bymaterials to the Bylaws and must beCompany so that it is received by the Corporate Secretary not lessCompany no earlier than 90 nor more150 or later than 120 days before the first anniversary of the date the definitive proxy statement was first made available to stockholders in connection with the preceding year’s annual meeting of stockholders. To be timely for the 20192022 Annual Meeting of Stockholders, any such notice must be received by the Corporate Secretary, at the address above, on any date beginning on December 26, 2018October 24, 2021 and ending on November 23, 2021.

In addition, any stockholder desiring to nominate a director for election or propose other business for consideration at the 2022 Annual Meeting of Stockholders (other than under Exchange Act Rule 14a-8) must provide written notice in accordance with the Company’s Bylaws. Such notice must contain the information required by the Bylaws and must be received by the Corporate Secretary no earlier than 120 or later than 90 days before the first anniversary of the preceding year’s annual meeting of stockholders. To be timely for the 2022 Annual Meeting of Stockholders, any such notice must be received by the Corporate Secretary, at the address above, on any date beginning on January 25, 2019.12, 2022 and ending on February 11, 2022.

OTHER BUSINESS

The Board of Directors does not know of any business to be brought before the Annual Meeting other than the matters described in the Notice of Annual Meeting. However, if any other matters are properly presented for action, it is the intention of each person named in the accompanying proxy to vote said proxy in accordance with his or her judgment on those matters.

By Order of the Board of Directors,

 

 

LOGO

DENISE R. CADE

Senior Vice President, General Counsel

and Corporate Secretary

March 16, 201823, 2021

Lake Forest,Northbrook, Illinois

A copy of the Company’s Annual Report on Form10-K for the year ended December 31, 2017,2020, including the financial statement schedules, as filed with the Securities and Exchange Commission, may be obtained by stockholders without charge by sending a written request to Chief Financial Officer, IDEX Corporation, 1925 West Field Court,3100 Sanders Road, Suite 200, Lake Forest, Illinois 60045.301, Northbrook, IL 60062.

59

LOGO

LOGO

IDEX CORPORATION

3100 SANDERS RD, SUITE 301

NORTHBROOK, IL 60062

 

LOGO

1925 W. FIELD CT, SUITE 200

LAKE FOREST, IL 60045

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go to www.virtualshareholdermeeting.com/IEX2021

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

 

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
 

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

 VOTE BY MAIL
 

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

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

E39885-P01028                         KEEP THIS PORTION FOR YOUR RECORDS

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 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D38025-P48612                     KEEP THIS PORTION FOR YOUR RECORDS 
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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

           
 

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH DIRECTOR NOMINEE AND FOR PROPOSALS 1, 2 AND 3. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PERSONS NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION.

         
  
    1.    

To elect three directors each for a term of three years

         
  

Nominees:

ForAgainstAbstain  For

All

 Withhold

All

 For All

Except

1a.    WILLIAM M. COOK

  

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the name(s) of the nominee(s) on the line below.

☐

☐

☐

   

1b.   MARK A. BUTHMAN

☐

☐

☐

1c.    LAKECIA N. GUNTER

☐

☐

☐

     
1.     To elect three directors each for a term of three years    ForAgainstAbstain 
    2.Advisory vote to approve named executive officer compensation.   

☐

☐

☐

 
Nominees:☐☐☐
     3.Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2021.  01)

☐

 WILLIAM M. COOK

☐

☐

 
02)CYNTHIA J. WARNER         
   03)MARK A. BUTHMAN
         

Vote on Proposals   
ForAgainstAbstain
2.Advisory vote to approve named executive officer compensation.☐☐☐
3.Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2018.☐☐☐
       

For address changes and/or comments, please check this box and write them on the back where indicated.☐
YesNo
Please indicate if you plan to attend this meeting.☐☐
 

Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signed as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.

 

                    
        
 Signature [PLEASE SIGN WITHIN BOX] Date  Signature (Joint Owners) Date 

IDEX CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 25, 2018MAY 12, 2021

The Annual Meeting of Stockholders of IDEX Corporation (the “Company”) will be held virtually at www.virtualshareholdermeeting.com/IEX2021, on Wednesday, May 12, 2021, at 9:00 a.m., Central Time, for the purposes listed on the reverse side.

The Board of Directors fixed the close of business on March 15, 2021, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

YOUR VOTE IS IMPORTANT

Regardless of whether you plan to attend the Annual Meeting of Stockholders, you can be sure these shares are represented at the meeting by promptly returning your proxy in the enclosed envelope.

 

The Annual Meeting of Stockholders of IDEX Corporation (the "Company") will be held on Wednesday, April 25, 2018, at 9:00 a.m., Central Time, at the Lincolnshire Marriott Resort, Ten Marriott Drive, Lincolnshire, Illinois 60069, for the purposes listed on the reverse side.

The Board of Directors fixed the close of business on March 2, 2018, as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Annual Meeting. You may obtain directions to the location of the Annual Meeting by visiting our website at www.idexcorp.com.

YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the Annual Meeting of Stockholders, you can be sure these shares are represented at the meeting by promptly returning your proxy in the enclosed envelope.

 

Important Notice Regarding the Availability of Proxy Materials for the 20182021 Annual Meeting

The Notice of the Annual Meeting, Proxy Statement and 2017 Annual Report on Form 10-Kof

IDEX Corporation are available at:

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

 

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

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

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E39886-P01028D38026-P48612        

 

 

 

IDEX CORPORATION

1925 West Field Court, Suite 2003100 SANDERS ROAD, SUITE 301

Lake Forest, Illinois 60045-4824NORTHBROOK, ILLINOIS 60062

 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

 

The undersigned hereby appoints William M. Cook,Katrina L. Helmkamp, Eric D. Ashleman and Denise R. Cade, and each of them, as Proxies, with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of common stock of IDEX Corporation held of record by the undersigned on March 2, 2018,15, 2021, at the Annual Meeting of Stockholders to be held virtually at www.virtualshareholdermeeting.com/IEX2021, on April 25, 2018,May 12, 2021, at 9:00 a.m. Central Time, at the Lincolnshire Marriott Resort, ten Marriott Drive, Lincolnshire, Illinois 60069, or at any adjournment or postponement thereof.

 

 

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

 

Continued and to be signed on reverse side